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Nextensa SA — Annual Report 2021
Mar 31, 2022
3982_rns_2022-03-31_6c56f00f-1062-40c7-bf22-f35972d13a1d.pdf
Annual Report
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A N N U A L R E P O RT 2021
| 1 . RISK FACTORS 5 | ||
|---|---|---|
| 2 . STATEMENTS 3 7 | ||
| 3 . PROFILE AND STRATEGY 4 7 | ||
| 4 . SHAREHOLDERS' LETTER 5 7 | ||
| 5 . KEY FIGURES 6 3 | ||
| 6 . ANNUAL REPORT 6 9 | ||
| Activity report 7 2 | ||
| Investment portfolio 7 4 | ||
| Developments 7 7 | ||
| Events after the closing of financial year 2021 8 1 | ||
| Comments on the consolidated income statement and balance sheet 8 2 | ||
| Dividend 8 5 | ||
| Outlook for financial year 2022 8 6 | ||
| Risk factors 8 7 | ||
| Purchase of treasury shares 8 7 | ||
| Corporate governance statement 8 8 | ||
| Research and development 135 | ||
| Code of conduct for financial transactions 135 | ||
| Relevant information in accordance with Article 34 of the Royal Decree | ||
| of 14 November 2007 136 | ||
| Corporate Social Responsibility - ESG policy 140 | ||
| 7 . ALTERNATIVE PERFORMANCE MEASURES 145 | ||
| 8 . NEXTENSA SHARE 153 | ||
| 9 . REAL ESTATE REPORT 161 | ||
| 10. CONSOLIDATED FINANCIAL STATEMENTS 233 | ||
| Consolidated financial statements and notes 235 Independent auditor's report 344 |
||
| 11. PERMANENT DOCUMENT 359 | ||
| LEXICON 402 |
PLACES

1 . RISK FACTORS

Every investment in securities entails, by its very nature, significant risks. This chapter details (i) certain risks relating to the general economic conditions, the regulations, the Company and its activities and (ii) certain risks in relation to the Shares and the Transaction. Any of the following risks, individually or together, could adversely affect the Company and the Company's business, financial condition and results of operations and, accordingly, the value of the Shares. The risks and uncertainties described below are those relating to the Company and its business and activities as a result of the completion of the Transaction.
Investors are urged to carefully consider the described risks, the uncertainties they entail and the uncertainties that are inherent to an investment in securities, and all other relevant information provided in the annual report, prior to taking an investment decision. If these risks would materialize, they could result in investors losing all or part of their investment.
Investors should carefully read the entire annual report and form their own opinions about, and make their own decisions on, the merits and risks of investing in the Shares in light of their personal circumstances. In addition, investors should consult their financial, legal and tax advisors for a careful assessment of the risks associated with investing in the Shares.
Investors are reminded that the list of risks described hereafter is not exhaustive and that the list is based on the information known on the date of this annual report. It is possible that certain other risks exist that are currently unknown, cannot be foreseen, are considered as remote or not significant for the Company, its activities or its financial condition.
In accordance with the provisions concerning the presentation of risk factors, this chapter only lists the specific and most important risk factors faced by the Company, according to the probability of their materialisation and the estimated extent of their negative impact on the Company. Within each category, the risk factors estimated to be the most material on the basis of an overall evaluation of the criteria set out in the annual report and according to the assessment made by the Company about the materiality of the risk are presented first. However, the order of the categories does not represent any evaluation of the materiality of categories themselves or of the relative materiality of the risk factors within any particular category when compared to the risk factors in another category. The order of the risk factors listed within each category after the first presented risk factor, does not represent any evaluation of the relative materiality of these other risk factors within the concerned category.

1.1. RISKS ASSOCIATED WITH MARKET CONDITIONS AND EXTERNAL ECONOMIC FACTORS
The Company's revenues depend to a large extent on the rental income generated from its Investment Property Portfolio and on the volume and exit value of its Development Projects. In this respect, the Company, and the real estate sector in general, is exposed to economic conditions and other events that affect the (type of) markets in which the Investment Property and the Development Projects are located.
A general slowdown in the Company's markets or on a global scale, changes in the principal macroeconomic indicators, geopolitical environment or the economic cycle and economic conditions more generally, as well as a structural change in societal or customer behaviour could result in a lower demand for property space both in the investment property market and in the development market, as well as in certain or more real estate segments or locations within such markets, leading to a possible decrease in revenue for the Company and in the overall value of the properties in the portfolio of the Company. It also entails a higher risk of default of tenants, service providers, building contractors and other counterparties (see also risk factor 1.4.2).


Risks associated with reduced demand for retail and office real estate – impact on rental income of the Investment Property Portfolio
Risk description
The income of the Company and the value of its Investment Property Portfolio are very much related to the type of real estate that makes up its portfolio (Offices, Retail and Other (logistics, events, parkings) and its localization (Luxembourg, Belgium and Austria).
As of 31 December 2021, the Investment Property Portfolio represented approx. 74% of the total assets of the Company (fair value of approx. EUR 1.4 billion). The fair value of the Investment Property Portfolio by type of real estate represents: Offices (51%), Retail (39%), Other (10%, Events, Parkings, Logistics market) in Luxembourg (45%), Belgium (42%) and the retail market in Austria (13%).
You will find an overview of recent developments in the markets in which the Company operates in section 9 "Real estate report" as well as a more detailed overview of the composition and location of the portfolio.
Currently, the following factors have been identified as impacting the demand for the key investment property segments of the Company.
Demand for offices investment property, can, for example, be strongly negatively affected by the increasingly flexible and mobile use of offices and, in particular, by teleworking that became an established practice during the COVID-19 pandemic, also induced by (semi-)lockdowns and similar measures.
Demand for retail investment property can, for example, be strongly negatively impacted by the importance of e-commerce that has increased even further during the COVID-19 pandemic (reduced demand for physical stores and demand for smaller stores) and by a weakening of the financial situation of retail tenants of non-essential stores that were not spared from government measures during the COVID-19 pandemic, some of which achieved a noticeably lower turnover as a result of the COVID-19 crisis (see risk factor 1.1.3 below).
Similarly, the rental income relating to the events segment has been negatively impacted by the COVID-19 pandemic given the cancellation of events and conferences on the Tour & Taxis site following the precautionary governmental measures.
Potential impact
In the context of reduced demand, rental income and cash flow of the Investment Property Portfolio can be affected by rising vacancy rates, lower rents, and higher capex investments or other commercial concessions such as rent free periods to attract new tenants or to extend existing tenant relationships. This results in a direct negative effect on the Company's income and indirectly on the value of the Investment Property Portfolio held by the Company.
The effect on the rental income of the Company's Investment Property Portfolio (excluding the Extensa Investment Property Portfolio8) can be illustrated as follows: at 31 December 2021, a 1% decrease in rental income would lead to a 1.2% decrease in the Company's net income , where a 1% increase in rental vacancy would imply an approximate 1% fall in net income.
The fact that the retail Investment Property Portfolio (excluding the Extensa Investment Property) has an average occupancy rate of 89.09% across Belgium, Luxembourg and Austria as of 31 December 2021 and is composed of 35% of tenants of essential stores and of predominantly larger retail brands that integrate a/o e-commerce into their business model make this retail portfolio more resilient to the reduced demand for retail real estate, in addition to the weighted average duration of the current commercial leases of 3.25 years.
The fact that the office Investment Property Portfolio (excluding the Extensa Investment Property Portfolio) also has an average occupancy rate of 89.09% across the three countries and the weighted average term of the leases for office space as at 31 December 2021 is 4.62 years, as a result of which this new way of working and the potentially reduced demand for office real estate will mainly have an impact with regard to the vacant office areas and the leases for offices that are contractually coming to an end in the short term.
Conclusion
The Company believes that the probability of this risk is medium and that if this risk manifests itself the potential impact would be medium.

1.1.2.
Risks associated with reduced demand for residential and office real estate – impact on valuation of the Development Projects
Risk description
As of 31 December 2021 , the Development Projects represented approx. 12% of the total assets of the Company (book value of approx. EUR 230 million). The division of the Development Projects by country is as follows: Belgium (68%) and Luxembourg (32%) with focus on residential property (68%), office buildings (29%) and Other (3%; retail).
The residential and office markets depend on the confidence of, on the one hand, investors, i.e. the prospective purchasers of the properties developed by the Company, and, on the other hand, private sector companies, households and public sector players, i.e. the prospective tenants of these properties. The residential market also depends on the financial means (equity and credit) households can devote to housing (purchase or rental).
Lower demand and investor appetite may result in lower sales prices and/ or additional investments to adapt projects, resulting in reduced returns and margins on developed projects.
It should be noted that this risk does not apply to those Development Projects which are pre-sold to a third party but remains relevant for the other Development Projects and any future development project the Company may pursue.
Potential impact
A quantification of this risk can be made via the description of the different components included in the book value of approx. EUR 260 million.
first residential phase on Cloche d'Or and the current residential project
current residential and office development projects on the Cloche d'Or site: residential projects (D South' and 'D Nord) and 4 office buildings under construction (of which 3 are pre-let and sold). The book value also includes the book value of the option rights on the land (exercise prices
on the net financial position and the balance sheet total. Grossfeld PAP SA has option rights on the land to be developed, the exercise prices of
- Contract assets (book value EUR 66 million) mainly relate to the quasi sold Park Lane I on Tour & Taxis (> 70% sold) (Risk Low)
- Developments Cloche d'Or (book value EUR 51 million) relate to the significantly lower than the prevailing market prices) (Risk Low)
- The development on Cloche d'Or is done in phases, with a limited impact which are significantly lower than the
- prevailing market prices. These option rights will only be exercised after office buildings (Risk Low)
- Inventory (book value EUR 141 million) mainly concerns the development Medium)
- Business combination under common control (book value method): as a Low)
the necessary permits have been obtained and the construction will only be started in function of sufficient sales on plan (residential) and rented
projects (Park Lane II, Lake side) and the land bank. We refer to section 1.3.2 "Development Projects - a variety of risks related to development strategy, permits and external factors during the construction phase" (Risk
result of the book value method, the carrying amounts of the Development Projects is lower than determined by the external valuation experts. (Risk The risk associated with reduced demand for residential and office real estate is therefore mainly limited to the assets included in the Inventory. We refer to section 1.3.2 "Development Projects - a variety of risks related to development strategy, permits and external factors during the construction phase".
1.1.3.
Risks associated with reduced demand for retail real estate – 10.7% participation in the RREC Retail Estates
Risk description
Indirectly, reduced retail demand also has an impact on the 10.7% participation held by Nextensa in the RREC Retail Estates, given its main activity consists of renting out peripheral retail real estate. As of 31 December 2021, the participation in Retail Estates represented approx. 5% of the total assets of Nextensa (prior to the Transaction). As such, reduced demand and other circumstances and events affecting the real estate segment in which Retail Estates operates, the real estate sector as a whole and stock exchange markets in general, could result in a possible decrease in the Retail Estates share price, which in turn leads to a negative revaluation of the shareholding in Nextensa's income statement (see risk factor 1.2).
Potential impact
For the potential impact of this risk reference is made to risk factor 1.2.
Conclusion
The Company believes that the probability of this risk is medium and that if this risk manifests itself the potential impact would be medium.
1.2.
RISKS ASSOCIATED WITH THE 10.7% PARTICIPATION THAT THE COMPANY HOLDS IN THE RREC RETAIL ESTATES
Risk description
As of 31 December 2021, Nextensa holds a 10.7% stake in Retail Estates NV, a RREC that mainly holds peripheral retail property. This participation is considered to be a non-current financial asset that is measured at fair value (i.e. at the share price at balance sheet date) (i.e. EUR 71.40 per share as at 31 December 2021), where the value fluctuations are processed via the income statement in accordance with IFRS 9.
Retail Estates' share price may be affected by changes, developments or publications about Retail Estates or the niche market in which it operates; or more generally by certain political, economic, monetary or financial related factors impacting stock markets.
Potential impact
If the share price of Retail Estates falls, this decrease leads to a negative revaluation of the shareholding in Nextensa's income statement. On 31 December 2021, Nextensa owned approximately 1.3 million shares of Retail Estates, meaning that an increase in the share price of EUR 10 per share results in a positive revaluation of approximately EUR 13 million, which in accordance with IFRS needs to be deducted in full from Nextensa's results as a financial profit (which amounted to EUR 20.6 million on 31 December 2021).
Retail Estates is a GVV and hence, subject to statutory minimum distribution obligations imposed by the applicable legislation. If Retail Estates would have decided not to pay a dividend during financial year 2021, this would have led to a EUR 6.1 million decrease in financial income for Nextensa for the financial year 2021.
Conclusion
The Company believes that the probability of this risk is medium and that if this risk manifests itself the potential impact would be medium.


1.3. REAL ESTATE RELATED RISKS
1.3.1.
Investment Property Portfolio – risk related to external factors on which the Company may have no control
Risk description
The fair value of the Investment Property Portfolio is subject to fluctuations due to inter alia exogenous factors on which the Company may have no control, which may negatively impact the net result of the Company.
The fair value of the Company's Investment Property Portfolio is subject to fluctuations and is recognized in accordance with IAS 40. See chapter 9 "Real estate report" of this annual report and chapter 10 " Financial statements" for an overview of the Investment Property Portfolio of the Company as of 31 December 2021 and" in respect of the valuation of the Company's Investment Property portfolio by the external real estate valuation expert.
These fluctuations are due to several factors. Some of these factors are exogenous on which the Company may therefore have no control, such as:
the events segment within the Investment Property Portfolio because of imposed government measures and deferral of payment and/or temporary or permanent rent reduction, or have led to a greater difficulty in collecting rent payments. Reference is also made to the material uncertainty clause the external valuation expert has included in its report as of 31 December
- the COVID-19 pandemic, which in particular affected the retail segment and 2021 in respect of COVID-19;
- declining demand in the submarkets in which the Company operates (see risk factor 1.1.1);
- the occupancy rate (89.09% as at 31 December 2021 compared to 91.62% (excluding the Extensa Investment Property));
- changes in expected investment returns (yields); and
- changes to the transaction costs and/or the applicable tax regime of real estate transactions.
as at 31 December 2020 for the Company's Investment Property portfolio
In addition, the valuation of the Investment Property portfolio can also be influenced by a number of qualitative factors, such as:
Investment Property Portfolio consists of buildings that are more than 15 years old, 3% buildings that are between 10 and 15 years old, 29% buildings that are between 5 and 10 years old and 10% buildings that are at most 5 years old. This does not include the assets within the Extensa Investment Property Portfolio as these have been recently redeveloped or
- the average age of a building (at the end of December 2021, 58% of the are under redevelopment),
- commercial positioning,
- requirements for capex investments, and
- sustainability.
A decrease of 1% in the fair value of the Company's Investment Property Portfolio as at 31 December 2021 (as included in the pro forma accounts) would have an impact of EUR -14.1 million on the net result of the Company.
Conclusion
The Company believes that the probability of this risk is medium and that if this risk manifests itself the potential impact would be medium.
Permits – urban planning
The business could furthermore be adversely affected if it fails to obtain, maintain or renew necessary permits or fails to comply with the terms of these permits or if such permits would provide for onerous obligations. All developments projects are subject to urban planning, construction and environmental permits being granted (at all or upon reasonable terms) and hence, subject to the risk that the necessary permits to construct or convert a building and operate activities are not granted or challenged. A delay or failure in obtaining such permits upon reasonable terms could have an adverse impact on the activities of the Company. Furthermore, the Company must comply with various urbanisation rules which are subject to change by the competent authorities or administrations.
In addition, the Company may face several other uncertainties in respect of the permits relating to its Development Projects, e.g., potential opposition from neighbourhood committees or other third parties against certain development projects, unclear legislation, potential difficult cooperation with (local) governmental authorities, the interpretation of permit conditions (including urban planning charges) and, in general, overall complexity in respect of multifunctional urban development projects. The ongoing COVID-19 crisis has resulted in general administrative delays, including in relation to the (timely) receipt of permits.
Externe factoren tijdens de bouwfase
The construction and development of the development projects may be delayed or challenged because of various factors, such as weather conditions, worksite accidents, acts of God or terrorism, work disputes, shortages of equipment or construction materials, accidents or other unforeseen difficulties. In particular, the ongoing COVID-19 crisis has led to the suspension of the construction works of a number of the ongoing projects. The Company may furthermore incur additional costs in relation to the construction and development of its projects which exceed original estimates, for example in case of an increased cost of material and labour and other related costs.
Consequently, because of the risks described above, there may be uncertainty as to whether a given development project can be delivered within the expected timeframe and/or the expected budget, or if it can be developed at all.
1.3.2.
Development Projects - a variety of risks related to development strategy, permits and external factors during the construction phase
Risk description
Development Projects tend to be subject to a variety of risks, each of which could cause late delivery of a project and, consequently, increase the development period leading up to its contemplated sale or lease, trigger a budget overrun, cause a loss or decrease of expected income from a project or even, in some cases, its actual termination.
Development strategy
When considering property development investments, the Company makes certain assessments and assumptions, based on feasibility studies, as to future economic conditions, market trends and other conditions, including assessments and assumptions relating to the potential return on investment at the time of completion of a project. If not all factors have been taken into account or if the assessments or assumptions do not prove to have been accurate, this may have an impact on the revenues for its projects (through disposals or leases) and the demand for these projects generally (see risk factor 1.1.2).
Unexpected problems related to external factors (such as new rules and regulations, particularly with respect to soil pollution or energy performance and environmental protection) and undetected risks may arise in projects developed by the Company, resulting in delays, budget overruns or even a substantial modification of the initial project.
In order to address these specific risks, the Company has implemented and refined control systems over the years and has personnel with experience in both office and residential development. Despite these systems and its experienced personnel, the risk remains significant. If they materialise, these risks, which are moderately likely to occur, could have an impact on cash flows (in particular through an increase in the costs of service providers and a decline in the sales price) and ultimately on the expected profitability of the projects concerned and, consequently, on the expected contribution of one or more projects to the Company's results.
Certain projects which are in construction are pre-sold or pre-leased. In circumstances where such project cannot be developed within the required timeframe or as per the agreed terms, this may result in the incurrence of additional costs, fines or even result in the termination of certain investment agreements, claims for damages or the termination of leases. The Company endeavours to mitigate these risks and has contracted various insurance policies to cover, to a certain extent, such risks. However, not all risks are covered in insurance, insurances may not be economical and certain risks are uninsurable. In such case the Company remains liable for any potential losses and liabilities.
These risks also apply to the redevelopment projects (Moonar project in Luxembourg and Monteco in Brussels) within the Investment Property Portfolio and may lead to reduced rental income, deferral or loss of expected rental income. Often, in the event of redevelopments of office and retail buildings, the work can only start after the leases with the tenants have ended and it may be that, if the term does not correspond to the permit process, these leases expire too early (resulting in vacancy) or continue longer (so that the work cannot start immediately after obtaining the permit).
Potential impact
For the potential impact of this risk reference is made to risk factor 1.1.2.
Conclusion
Development Projects are subject to a variety of risks related to the Company's pursued development strategy, permits and external factors during the construction phase, which may lead to uncertainty as to whether a given development project can be delivered within the expected timeframe and/or the expected budget, or if it can be developed at all.
1.3.3. Risks related to (real estate) transactions
Risk description
Acquisition of real estate
The Company has been and may in the future be a party to (complex) merger, demerger or other acquisition transactions, including the LREM Contribution and the Extensa Contribution. A large number of the properties in the Company's Property Portfolio has been acquired as part of the acquisition of shares in property companies or through corporate restructuring operations such as mergers and (partial) demergers.
There is a risk that the selection of a particular Investment Property or Development Project may not meet the Company's expectations even though potential investments are subject to extensive strategic and market risk analysis and due diligence. A possible misjudgment of the risks associated with an investment or the likelihood of such risks materialising could result in an inappropriate investment or development choice.
Although the Company takes precautions in these types of transactions, including performing due diligence and stipulating guarantees in acquisition agreements, it is not excluded that in these transactions residual liabilities (including hidden residual liabilities) are transferred to the Company. This can be the result of, among other things, the outcome of negotiations, the non-compliance with certain obligations by the transferors or the fact that a number of due diligence documents could not be produced by the transferors. Furthermore, the stipulated warranties are typically limited in time and sellers usually stipulate limitations on their maximum liability under the warranties. Finally, the Company continues to face the risk of insolvency of its counterparties.
Disposal of real estate
The Company is also involved in M&A transactions on the sell-side when it disposes of its Investment Properties or Development Projects. In that context it is market practice to give certain warranties and indemnifications. Although the Company seeks to limit such liability in time and to restrict its maximum liability, it cannot be excluded that the Company may be exposed to liabilities vis-à-vis the purchaser.
Potential impact
The foregoing may result in the failure to achieve anticipated returns or the exposure to certain liabilities, negatively impacting the Company's earnings and risk profile.
Conclusion
The Company believes that the probability of this risk is medium and that if this risk manifests itself the potential impact would be medium.
1.4. OPERATIONAL RISKS
1.4.1. Rental vacancy
Risk description
The Company may be unable to conclude lease agreements in respect of the Investment Property Portfolio, which may give rise to the occurrence of a variety of risks such as the risk of (i) loss and/or decrease in rental income, (ii) pressure on rents and renegotiations of leases, (iii) higher costs during the period of vacancy, (iv) higher capex investments or other commercial concessions to attract new tenants and (v) the decrease in fair value of the buildings.
The Company's revenues depend to a large extent on the (recurrent) rental income generated from its Investment Property Portfolio. Hence, the inability of the Company to conclude (or maintain) lease agreements is a key operational risk. The Company is exposed to the risk of loss of rental income associated with the departure of its tenants prior to, or at the expiry of, ongoing contracts, with an additional risk in view of securing new agreements with new tenants. This results in the following risks:
- the risk of loss and/or decrease in rental income;
- the risk of pressure on rents and renegotiation of leases;
- the risk of higher costs during the period of vacancy,
- the risk of higher capex investments or other commercial concessions to attract new tenants;
- the risk of the decrease in the fair value of the buildings (see risk factor 1.3.1).
At 31 December 2021, the consolidated occupancy rate of the Investment Property portfolio (excluding the Extensa Investment Property) amounts to 89,09% compared to 91,62% as at 31 December 2020. Geographically, the highest vacancy rate is recorded in Belgium. The office segment is the asset class with the highest vacancy rate.
Rental vacancy can be negatively affected by a reduced demand for retail or office real estate (where supply exceeds demand, in addition to an evolution in the nature of demand a/o under the influence of external factors such as e-commerce, the COVID-19 pandemic, teleworking (see risk factor 1.1.1)).
Potential impact
As at 31 December 2021, a 1%-fluctuation in the occupancy rate in the Company's Investment Property portfolio (excluding the Extensa Investment Property) would have an impact of approximately EUR 0.7 million on the operating property result.
As to direct costs linked to the rental vacancy (i.e. costs and taxes on vacant buildings, including a/o property tax and management costs), this is estimated at EUR 0.2 million, i.e. about 0.3% of the total rental income (excluding the Extensa Investment Property).
The maintenance of cash flows mainly depends on securing rental income. In this way, the Company tries to conclude long-term leases and keep the breakdown of the portfolio and of the large tenants and the sectors in which they operate as large as possible, in order to obtain a maximum diversified real estate portfolio, tenant risk and rental income as possible and thereby to limit the dependence of the Company following the disappearance of one or more tenants due to a/o termination of the lease or bankruptcy (see risk factor 1.4.2) and to secure the reduced or changed demand for a certain asset class.
At 31 December 2021, the weighted average duration of the current leases of the Investment Property portfolio (excluding the Extensa Investment Property) up to the next expiry date was 3.73 years which is relatively long-term.
Conclusion

Risk description
The Company cannot exclude that its tenants will default on fulfilling their financial obligations towards the Company due to their weakened financial situation.
There is a risk that, if the tenants concerned fail to fulfil their obligations towards the Company, the rental guarantee is not sufficient and the Company, although the Company can exercise redress against the tenant, nevertheless bears the risk of not being able to recover the full amount from the defaulting tenant. In addition, the follow-up of debtors gives rise to additional internal and external costs (sending notices of default, subpoenas, court costs).
Potential impact
Loss in rental income could also have a negative impact on the valuation of the property concerned (see risk factor 1.3.1) and may increase as a result of specific events (such as COVID-19 pandemic).
During the financial year 2021, the doubtful debtor provision linked to the Company's Investment Property (excluding Extensa Investment Property) amounted to EUR 0.9 million, or 1.4% of rental income.
As at 31 December 2021, 97% of the rental income of the Company's Investment Property Portfolio (excluding the Extensa Investment Property) was nevertheless secured thanks to the regular follow-up of the unpaid receivables.
It should also be noted that there is no specific concentration risk due to the diversified tenant base. The top 10 retailers of Nextensa as at 31 December 2021 (excluding Extensa's Investment Property Portfolio) together account for 18% of rental income. Of these top 10 retailers, 78% are retailers of essential stores. The top 10 office tenants in turn account for 15% of rental income.
Conclusion
Weakened financial situations of the Company's tenants might lead to rising defaults on financial obligations towards the Company, which might result in loss of rental income and a negative impact on the valuation of the property concerned. The Company believes that the probability of this risk is medium and that if this risk manifests itself the potential impact would be medium.

Risk description
In the context of its development or renovation activities, the Company is subject to the risk that a counterparty, such as a contractor, architect, other service provider or a purchaser of a pre-sold project, does not or does not timely comply with its contractual obligations. Although the Company applies certain quality standards (amongst other things in respect of solvency and reliability) and pursues diversification as part of its counterparty selection process and a monitoring of their performance, such inability of a counterparty to comply with its contractual obligations could have an impact on the Company's planning, its capacity to perform its own contractual obligations, possible litigation and, consequently, its results. Although discussions in the Company's ordinary course of business with contractors may emerge from time to time, we do not anticipate major risks linked hereto. The probability of occurrence of this type of risk is considered medium.
As part of its business strategy, the Company actively pursues joint investments in properties and assets with third parties and intends to continue to purchase and develop properties in joint ventures or partnerships with other real estate players. Joint ownership or development of properties may, under certain circumstances, involve additional risks, such as (i) the possibility that the Company incurs liabilities as a result of actions taken by any such partner or co-investor or the inability of such partner or co-investor to comply with its contractual obligations vis-à-vis the Company or third parties and (ii) the fact that the partners or co-investors in the venture may have a difference of opinion in relation to the development or sale of the venture's properties, the strategy of the venture, its management or their rights upon termination or divestment of the venture. Any such circumstances may result in subjecting the assets of the joint venture or partnership to unexpected liabilities. Under these arrangements, the Company may not have the power to exercise exclusive control over the venture and, under certain circumstances, a difference of opinion with its partner or co-investor may lead to a deadlock that may have, or result in, an adverse impact on the value of the asset(s) concerned, the operations and profitability of the joint venture or partnership and, ultimately, the financial position of the Company.
The Development Project at Cloche d'Or (181,900 square meters) is developed in partnership (50% Nextensa or 90,950 square meters) which represents 27% of the total Development Projects of the Company (which amount to 341,750 square meters) (we refer to Chapter 9 " Real Estate report" for more details).
Furthermore, the Company believes that the probability that additional disputes with partners or co-investors, with a potential material impact on its results, would arise in the future is very low, and that if such risk materialized, the negative impact thereof would be medium.
Conclusion
The Company is subject to the risk that its counterparties in Development Projects and in renovations/developments in the Investment Property Portfolio do not or do not timely comply with their contractual obligations, which may have a negative impact on the Company's planning, its capacity to perform its own contractual obligations, possible litigation and, consequently, its results.
1.4.4. Risks related to regulatory changes
The Company is active in a highly complex regulatory environment where it is subject to uncertainty due to the interpretation of regulations and regulatory changes, as regards both its Investment Property Portfolio and its Development Projects. New (European, national, federal, regional or local) regulations or changes to existing regulations, including in the field of taxation, environment, urban planning, mobility policy, privacy and sustainable development, as well as new provisions relating to the lease of properties and the renewal of permits with which the
Company or the users of the Company's properties must comply, or a changed application and/or interpretation of such regulations by the administration (including the tax administration) or the courts, may have an impact on the Company's operations and financial results, as well as affect the fair value of its assets.
The Company is active in Belgium, Luxemburg and Austria and is therefore liable to pay taxes in each of those jurisdictions. The tax burden on the Company depends in particular on the interpretation of local tax regulations in each of these jurisdictions. Changes in these tax regimes, or in the interpretation of existing rules under these regimes, could have an impact on the Company's tax burden or lead to claims.
Conclusion
The Company believes that the probability of this risk is medium and that if this risk manifests itself the potential impact would be medium.

Per 31 December 2021, the debt ratio of the Company (calculated in accordance with the RREC Legislation) amounted to 48.56%. Per 31 December 2021, the Company had a consolidated debt capacity of EUR 266 million (amount of confirmed credit lines not yet been drawn) at constant assets (i.e. without growth of the real estate portfolio).
The Company's financial model is based on structural indebtedness. As a result of the transaction with Extensa Group, cash balances are significantly higher this year than last year. As of 31 December 2021, they amounted to EUR 67.3 million on a consolidated basis.
If the Company violates the provisions (undertakings and covenants) of its financing agreements, the credit lines may be cancelled or accelerated, or the Company could be forced to immediately repay them. The applicable covenants are market-based for similarly situated credits and require, among other things, that the loan-to-value ("LTV") does not exceed 60% (in a first phase), be it only linked to the Investment Properties that Nextensa already held prior to the completion of the Transaction. Furthermore, the risk of early termination exists in case of a change of control over the Company, in case of breach of negative pledge or other covenants and obligations of the Company and, more generally, in case of default as defined in each of these financing agreements. A default (noting that certain instances of "default" or early repayments events, such as a change of control, contained in all financing agreements, are beyond the control of the Company) under one financing agreement may, pursuant to so-called "cross acceleration" or "cross default" provisions, additionally trigger defaults under other financing agreements (regardless of the granting of any waivers by other lenders, in the case of a "cross default" provision) and thus may result in the mandatory early repayment by the Company of all such lines of credit, which could subsequently lead to a decrease in liquidity. Reference is made to risk factor 1.6.2.3 in respect of the event of default due to the renunciation of the RREC status on the Company's 1.95% fixed rate bonds due 28 November 2026 and the Bridge Facilities Agreement described herein.
1.5. FINANCIAL RISKS
1.5.1.
Risks related to financing and financing agreements – debt ratio and liquidity risk
Risk description
The Company finances its activities with bank financing and bond financing and is exposed to liquidity and financing risks.
For its total real estate portfolio (investment and development), the Company has attracted bank financing to fund the acquisition and capex investments relating to such portfolio. As at 31 December 2021, the Company has confirmed credit lines amounting to EUR 1,251 million, of which EUR 337 million has not yet been drawn. The average duration of credit lines amounts to 2.98 years on 31 December 2021 for the part of the investment portfolio and 1.99 years for the part of the financings related to the development portfolio.
A significant part of the debt consists of bilateral financing with Belgian banks ,each of the type "bullet" loan. In addition to this bilateral financing, the Company also issued three bonds for a total amount of (EUR 185 million) and has issued commercial paper for a total amount of EUR 179 million. The commercial paper is fully covered by unused bilateral lines of credit, so that a possible drying up of this short-term money market does not create liquidity problems at the Company.
1.5.2. Risks associated with rising interest rates and fluctuations in fair value of hedging instruments
Risk description
Rising interest rates and fluctuations in fair value of hedging instruments may adversely impact the Company's income statement.
As a result of (significantly) financing with debt (debt ratio as of 31 December 2021 was 48.56%, calculated in accordance with the RREC Legislation) - the nominal amount of outstanding debt of the Company as of 31 December 2021 was EUR 913 million (excluding IFRS 16 lease debt of EUR 4 million) – the Company's return is dependent on developments in interest rates. An increase in interest rates will make debt financing more expensive for the Company.
Potential impact
A 100-basis point increase in Euribor interest rates has a negative impact of EUR 1.8 million. In order to hedge the risk of the increase in interest rates, the Company finances part of the debt (27% of the total debt as at 31 December 2021, or EUR 245 million) through fixed rate financing and finances the balance of debt with variable interest rates. In order to hedge the long-term interest rate risk, the Company can use "interest rate swaps" or "CAPs" for loans contracted at a floating interest rate (hedge ratio as of 31 December 2021 of 76%).
The fair value of the hedging instruments is determined by interest rates in the financial markets. The changes in market interest rates partially explain the change in the fair value of the hedging instruments between 1 January 2021 and 31 December 2021, which led to the recognition of a charge of EUR 4,3 million in the Company's income statement.
In addition, the Company typically provides guarantees or other forms of comfort in relation to projects and project financings contracted at the level of its subsidiaries. These comprise, amongst others, cash deficiency guarantees, cost overrun and completion guarantees and corporate guarantees. In case any such guarantee is triggered, the Company may be required to pay a substantial amount of money, leading to a decrease in the Company's cash flow.
The Company is exposed to a liquidity risk in case (i) its financing agreements, including existing credit lines, would not be renewed in a timely manner or would be terminated, and/or (ii) it would not be able to attract new financing or to negotiate and enter into new financing agreements on terms which are commercially desirable. If the Company is unable to receive financing or financing against favourable terms, this may have an impact on the Company's cash flow and results and, thus, the Company may be unable or face important challenges to make certain investments or proceed with certain projects.
If the Company were exposed to a liquidity problem, it would in the worst case be forced to sell its assets. For a detailed explanation of the liquidity risk, we refer to the annual reports 2020 of Nextensa (Note 33) and of Extensa (Note 15 – 26.8). The early claimability of the financing would therefore jeopardise the continuity of the Company in its current form with its current real estate portfolio.
The Company believes that the probability of this risk is low, but that if this risk manifests itself the potential impact would be high.

2 . STATEMENTS

Statement regarding Universal Registration document
The board of directors states that:
- a) this annual financial report was filed as a Universal Registration document with the FSMA on 31/03/2022 as the competent authority under Regulation (EU) 2017/1129, without prior approval, according to Article 9 of the aforementioned Regulation;
- b) the Universal Registration document may be used for the purpose of offering securities to the public or the admission of securities for trading on a regulated market if complemented, should the case arise, by any amendments and a Securities note and summary approved by the FSMA according to Regulation (EU) 2017/1129.
The information provided on the website is not part of this Universal Registration document unless that information has been included by reference.
The annual financial report can be obtained from the Company's registered office and may be consulted on the website www.nextensa.eu in 2 language versions (Dutch and English). A printed copy can be obtained by registering on www.nextensa.eu and by simply requesting it from Nextensa's registered office.
Only the printed Dutch version of the annual financial report is legally valid. The digital version shall not be copied or be made available anywhere. Nor shall any text be printed for further distribution.
Persons responsible
for the content
The company's board of directors is responsible for the information provided in this annual financial report and declares that, after having taken all measures to guarantee this, as far as it is aware:
applicable accounting standards, present a fair view of the assets, the financial situation and the results of Nextensa and the companies included
and the results of Nextensa and of the position of the company and the companies included in the consolidation, and also comprises a description of the main risks and uncertainties, in accordance with Regulation (EU)
- the annual financial statements, established in accordance with the in the consolidation;
- the annual financial report gives a true and fair view of the development 2017/1129, which the company is facing.
- the information in this annual financial report corresponds, to the best of report appeared.
- no events occurred after 31 December 2021 other than those referred to activity report and on page 342 note 38 of the financial statements.
its knowledge, to reality, and that no information has been omitted, the inclusion of which would alter the scope of this annual financial report, subject to the press releases that have been published since this annual
in the events after the balance sheet date as foreseen on page 81 in the
Third-party information
The board of directors confirms that the information from third parties has been correctly reproduced and that, as far as it knows and was able to ascertain from the information published by these third parties, no facts have been omitted which could result in the information reproduced being inaccurate or misleading.
The board of directors confirms that the auditor of the company granted his permission to reproduce his reports in this Universal Registration document in the form of 'Report of the auditor to Nextensa's general meeting on the financial year that closed on 31 December 2021' in the financial statements on page 344.
Forward-looking statements
As far as this annual financial report contains forward-looking statements, these statements involve unknown risks and uncertainties which may cause the actual results to be substantially different from the results that can be assumed by such forward-looking statements in this annual financial report. Important factors that may influence such results are changes in particular in the economic situation, commercial, fiscal and environmental factors.
Statements with regard to the directors and the members of the executive committee
The company's board of directors states that as far as it is aware:
- neither the directors, nor the members of the executive committee, at least during the past 5 years:
- (a) have been convicted of a fraud-related offence,
- (b) have been the subject of official and publicly expressed accusations and/or sanctions imposed by statutory or regulatory authorities or have been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting as such within the framework of managing or exercising activities of a company and
- (c) have ever had any managerial role as senior manager or as a member of the administrative, management or supervisory bodies of a company, at the time of bankruptcy, receivership or liquidation;
- that no (employment) contracts have been concluded to date with the directors, or with the company or its subsidiaries, which provide for the payment of a severance payment upon termination of the contract that exceeds 12 months;
- that the contracts concluded between the company or its subsidiaries and the members of the executive committee do not provide for any special payments upon termination of employment, subject to the usual termination arrangements with the members of the executive committee, under which payment is due in the event of failure to observe the (usual) notice period;
- that no director or member of the executive committee holds shares in Nextensa;
- that there are no family ties between the directors or the members of the executive committee.

proceedings or arbitration procedures exist, which may have, or have had in the recent past, a significant influence on the financial position or profitability of the company or its subsidiaries, and that, to the best of their knowledge, there are no circumstances or facts which could give rise to such government interventions, lawsuits or arbitration procedures.
Statements on historical financial information included by reference
The Annual Financial Reports for the financial years 2019 and 2020, to which reference is made in this 2021 Annual Financial Report, are available at www. nextensa.eu (investor relations/reports) and can be obtained free of charge by simply requesting them from the company's registered office.
All the above-mentioned historical financial information has been audited by the company auditor, and he delivered an unqualified opinion for each financial year.
Information included by reference
Annual Financial Report 2019
| Item | Document | Part | Page numbers |
|---|---|---|---|
| Historical financial information – financial situation – auditor's reports |
Annual Financial Report 2019 | - Key figures - Notes on the consolidated income statement and balance sheet - Financial statements - Auditor's report |
- P 32-35 - P 47-48 - P 124-202 - P 189-192 |
| Annual Financial Report 2020 | - Key figures - Notes on the consolidated income statement and balance sheet - Financial statements - Auditor's report |
- P 32-36 - P 46-47 - P 126-206 - P 192-196 |
|
| Activities | Annual Financial Report 2019 | Activities Report | - P 38-46 |
| Annual Financial Report 2020 | Activities Report | - P 38-46 | |
| Investments | Annual Financial Report 2019 | Activities Report | - P 38-46 |
| Annual Financial Report 2020 | Activities Report | - P 40-43 | |
| Main markets | Annual Financial Report 2019 | Financial statements – Note 3 Segmented information |
- P 146-149 |
| Annual Financial Report 2020 | Financial statements – Note 3 Segmented information |
- P 148-151 | |
| Elements influencing the | Annual Financial Report 2019 | Real estate report – real estate market | - P 102-105 |
| competitive position | Annual Financial Report 2020 | Real estate report – real estate market | - P 105-107 |
| Evolution of capital assets | Annual Financial Report 2019 | Financial statements – Note 31 Share capital, issue premiums, treasury shares and net result |
- P 168-170 |
| Annual Financial Report 2020 | Financial statements – Note 31 Share capital, issue premiums, treasury shares and net result |
- P 169-171 | |
| Evolution of cash flows | Annual Financial Report 2019 | Financial statements – Consolidated cash-flow statement |
- P 129 |
| Annual Financial Report 2020 | Financial statements – Consolidated cash-flow statement |
- P 131 |

| Item | Document | Part | Page numbers |
|---|---|---|---|
| Funding need and structure | Annual Financial Report 2019 | Financial statements – Note 33 Information on financial instruments |
- P 171-185 |
| Annual Financial Report 2020 | Financial statements – Note 33 Information on financial instruments |
- P 172-187 | |
| Dividend | Annual Financial Report 2019 | Financial statements – Note 32 Note on number of shares, dividends and profit per share |
- P 170-171 |
| Annual Financial Report 2020 | Financial statements – Note 32 Note on number of shares, dividends and profit per share |
- P 171-172 | |
| Conclusions of the real estate | Annual Financial Report 2019 | Real Estate Report | - P 119-120 |
| expert | Annual Financial Report 2020 | Real Estate Report | - P 121-122 |
| Personnel | Annual Financial Report 2019 | Financial statements – Note 10 Property management costs and other property charges |
- P 153 |
| Annual Financial Report 2020 | Financial statements – Note 10 Property management costs and other property charges |
- P 155 | |
| Related-party transactions |
Annual Financial Report 2019 | Financial statements – Note 38 Related-party transactions |
- P 186 |
| Annual Financial Report 2020 | Financial statements – Note 38 Related-party transactions |
- P 189 |


3 . PROFILE AND STRATEGY
PASSION YOU PREFER
VISION
Lead by example
Nextensa is an influential, progressive and responsible real estate player that realises projects with a social added value. Both on a social and ecological area. Our ambition is clear: lead by example. We set the tone by leading by example. We do this based on a transparent 'Environmental, Social and Governance' vision that is supported by three pillars:
Nextensa develops and redevelops climate adaptive buildings.
Nextensa makes every effort to limit its energy consumption to a minimum. The energy that we use is renewable. Fossil fuels are no longer an option. When we buy new products or materials, we always check how we can limit our carbon footprint. For all our development projects, we aim at the highest possible sustainability certificate.
Nextensa creates 5-minute neighbourhoods.
The neighbourhoods that Nextensa develops are lively and liveable. They offer a mixed selection of functions. You will find everything you need a short walk away. Car traffic is surplus to requirement and sustainable urban mobility is given the upper hand. This means that there is more room for a green site layout which, in turn, contributes towards the recovery of biodiversity on site.
Nextensa facilitates exchanges, synergies and cocreation by means of partnerships in a B2B and a B2C setting.
Nextensa takes advantage of opportunities that makes all stakeholders grow. We go for social partnerships and sustainable initiatives that strengthen our communities from
the inside.
MISSION
Nextensa is a next generation real estate investor and developer that operates in Belgium, the Grand Duchy of Luxembourg and Austria. We develop lively and liveable sites and buildings that we harmoniously anchor in the urban fabric. We anticipate on trends and know as no other how we can convert opportunities into valuable growth moments for all stakeholders. We stand out due to our sustainable urban development with a positive impact. We therefore create places you prefer: ground-breaking places where it is good to live, work, shop and enjoy.
1. Climate Adaptive Buildings
2. Sustainable Societies
3. Human Investment
48 49
STRATEGY
Nextensa is a new integrated real estate group that was born in the summer of 2021. We combine recurrent rental income from real estate investments with the added value potential of development activities in which authenticity and sustainability have the highest priorities. Based on a progressive point of view on sustainability, we build a new concept regarding what a city has to offer its citizens.
Our multidisciplinary team consists of passionate real estate professionals who have the expertise in-house to control the entire cycle of a real estate project. Ranging from the purchase to the final management while implementing sustainable development. While bearing this cycle in mind, we draw out a strategy that focuses on the development of properties that optimise our sustainable investment portfolio. At the same time, we work on regular disinvestments to generate an exceptional added value within our portfolio. We make our returning revenue flow continue thanks to leases, rental contracts and selling homes. Always based on a thoroughly thought-out ESG vision that we consistently apply in all our core activities.
Acquisition & investments
Nextensa focuses on investments in large cities such as Brussels, Antwerp, Ghent, Luxembourg and Vienna. We go for a combination of sustainable projects at prime locations and large-scale mixed real estate opportunities in the city centre and our preference is to renovate existing structures to realise mixed-use projects there. We embrace the sustainable options that Smart Mobility offers us.
Developments & project management
Nextensa has as its basic principle being carbon neutral. We focus on the efficient use of, by preference, locally produced renewable energy. In addition, we try to limit our water consumption to a minimum. We use existing facilities for rainwater recovery and investigate the options to filter waste water so that we can reuse it. Our choices in relation to materials and technologies are innovative and well-considered. We develop healthy buildings that contribute to the well-being of our customers. Whenever possible, we create green spaces that benefit the quality of life and biodiversity of our projects. We also focus on innovation on both a technological and process-based level.
Asset and real estate management
Nextensa its tenants, lessees and residents through a decisive ESG vision. We support them in their ambitions to generate a positive impact. We investigate the expansion of Energy Communities to facilitate the local exchange of too much generated solar energy. Furthermore, we cultivate partnerships with innovative companies that focus on sustainable technologies. To conclude, we equip our portfolio with monitoring systems that we can use to closely monitor and analyse the energy and water consumption of our buildings and sites.
VA LUES
Every day, Nextensa builds on a passionate team that is all about freedom and trust. Always with a clear focus on the end result.
More than wanting to manage our people, we want to inspire them. We believe in their know-how and their intrinsic motivation to be the difference.
By focusing to the utmost on the personal development of everybody's potential, we can together excelin our area of expertise.
2021 KEY FIGURES
At the end of 2021, the consolidated direct real estate portfolio of Nextensa comprises 37 buildings and/or sites (including development projects) with a total area of 541,600 m2. They are geographically distributed over the Grand Duchy of Luxembourg (45%), Belgium (42%) and Austria (13%). The fair value of the real estate portfolio amounts to € 1.41 billion at the end of 2021 compared to € 1.14 billion at the end of 2020. Due to the integration of the iconic assets of Tour & Taxis, the Cloche d'Or and other properties, the investment portfolio of the group rose in 2021 by approximately 280 million euros. The rental yield of the real estate portfolio in operation, based on the fair value, amounts to 5.20% at the end of 2021 compared to 5.63% at the end of 2020.
We also saw the following:
- A rental turnover increase from the investment portfolio from € 59.8 million to € 65.2 million
- A contribution of € 15.4 million from the development projects of the former Extensa Group
- A development pipeline of mixed residential/offices of 170,000 m² in Brussels and 157,000 m² in Luxembourg
- A drop in the average financing costs of the investment portfolio from 2.35% to 2.07%
- A dividend of € 2.50 per share
€ 65.2 million€ 15.4 million170,000 m² 157,000 m²2.07%
€ 2.50
"passionate"
"trust"
"focus on the end result"
"to be the difference"
"excel"
"personal development"
"inspire"

Equipping the entire Belgian Nextensa portfolio with monitoring systems that we can use to monitor the energy and water consumption of the buildings and sites.
February
The sale of the Brixton Business Park, a semi-industrial site with approximately 18,788 m² in Zaventem. Thanks to an active asset management, we managed to create added value anyway in relation to this completely rented out site that is no longer strategic.
May
• The insulation and renovation of the Hangar 26/27 façade in Antwerp, the last phase of the renovation activities to the existing building. Nextensa wishes to realise a highquality mixed-use project in the next phase in partnership with the leading Danish firm of architects, C.F. Møller Architects, by expanding the office and retail space.
• The launch of the repositioning and the sale of Moonar, previously known as EBBC Business Park, close to the airport of Luxembourg.
November
- Leasinvest Real Estate NV officially changes its name and continues as Nextensa NV from this moment on.
- The opening of the Gare Maritime – Food Market. This innovative, culinary and zero waste meeting place houses a mix of food concepts that offer organic and seasonal product and has welcomed 36,197 foodies up till now.
• The realisation of important new leases at the Knauf Pommerloch shopping centre in the Grand Duchy of Luxembourg.
• The completion and commissioning of Park Lane I, the first large residential estate of Tour & Taxis. No less than 295 of the 319 housing units have now been sold. Of this, slightly more than 50 residential units are for families with a low income. In 2022, the sale of units at Park Lane II – 343 residential units – can start.
• The completion and sales of the already fully leased Banca and Kockelscheuer office building in the Cloche d'Or, a sustainable new neighbourhood in Luxembourg City. Within the residential zones of this neighbourhood, the last residential units of zone D North are being sold. The sale of residential units in zones D5 to D10 is also in full swing.
June
The additional lease of a full storey (1,933 m2) of the Mercator/High 5! office building at the Centre Hospitalier de Luxembourg (CHL).
The preparation of a request to expand an Energy Community at the Tour & Taxis site. This will then ensure that the surpluses of energy generated by photovoltaic panels on Gare Maritime are not lost, but they can be used by other users and residents of the new urban district.
October
The sale of Match Diekirch, a shopping arcade in a building for mixed use in the Grand Duchy of Luxembourg.
July
• Contribution of shares Extensa Group and LREM.
• The Nagelmackers bank signs a lease for 12 years for the entire Monteco building, the first circular high-rise building in a timber frame construction in Brussels.


4 . SHAREHOLDERS' LETTER

Shareholders' letter

2021 was a historic year, where Leasinvest Real Estate discarded its status of a regulated real estate investment company (Gereglementeerde Vastgoed Vennootschap; GVV) and realised a business combination with Extensa Group. This resulted in the name Nextensa: a new integrated real estate group that combines recurrent rental income from real estate investments with the added value potential of development activities.
Despite the global coronavirus pandemic that could be felt in 2021 in the form of restrictions for organised events, shop closures and mandatory working from home, Nextensa still managed to control the consecutive coronavirus waves while maintaining a clear course ahead and put Nextensa on the map as an international real estate player with a unique market position.
For the benefit of the transition, the 2021 income statement looks completely different than the one for 2020 and it is important to note that the 2021 income statement comprises a full year of Leasinvest and six months of Extensa.
In summary, we see a rise in 2021 of the lease/rental income of € 5 million euros. This rise can almost completely be attributed to the expansion of Leasinvest's portfolio with the historical Tour & Taxis assets. The development projects in Tour & Taxis and Cloche d'Or additionally contribute to the result of € 15.4 million. The company's equity grew robustly to € 780 million due to the contribution in kind of the shares of Extensa Group and Leasinvest Real Estate Management. This has meant that the number of shares rose by 4 million to 10,002,102 shares. The net asset value per share equals € 78 which matches the share's closing price on 31 December 2021 of € 77.80. The combination of recurring income from the investment portfolio and profits and added values from the development activities should allow Nextensa to realise a recurring increase of its dividend in the long term of, on average, 5 to 10% a year.

Thanks to the merger of Leasinvest and Extensa, Nextensa can now go for the best of both worlds: on the one hand, combining a proven track record as an international real estate investor with an impressive know-how in relation to pioneering and award-winning developments and redevelopments. With a multidisciplinary team of 85 professionals, we have the expertise in-house to control the entire cycle of our real estate projects. Ranging from the purchase to the final management while implementing sustainable development.
The Nextensa team has the ambition of developing lively and liveable sites and buildings that we harmoniously anchor in the urban fabric. We go for sustainable urban development with a positive impact. We therefore create places you prefer: ground-breaking places where it is good to live, work, shop and enjoy. Since 25 March 2022, we are also physically working together as a unified team from our brand new head office in Gare Maritime, the recently restored and energy-neutral flagship of Tour & Taxis.
The strategy

Nextensa wishes to further profile itself as a sustainable developer/investor that realises projects with a social added value. The strategy that we use focuses on the development of properties that optimise our sustainable investment portfolio. At the same time, we work on regular disinvestments to generate an exceptional added value within our portfolio. We make our recurrent revenue stream continue thanks to leases, rental contracts and selling homes in Brussels and Luxembourg City. We use a thoroughly thought-out Environmental, Social & Governance (ESG) vision that we consistently apply in all our core activities.
We, for example, will be concentrating on real estate opportunities in large cities in Belgium, the Grand Duchy of Luxembourg and Austria in the area of investments. Within this context, we give the preference to renovating existing structures to realise mixed-use projects as we now already do in Brussels (Tour & Taxis) and Antwerp (Hangar 26/27).
In addition, our basic principle is achieving carbon neutrality. Our choices in relation to materials and technologies are innovative and well-considered. We develop sustainable, climate adaptive buildings that contribute towards the wellbeing of our customers. The Monteco building, the first high-rise as a wooden building in Brussels, is, for example, an absolute milestone when it comes to circular construction.
In Luxembourg, we are continuing to build on the Cloche d'Or, a pioneering urban district in full development that represents 157,000 m2 during the coming years in homes and offices and therefore demands an important place in our real estate portfolio. The focus during the coming years will mainly be on the creation of residential zones in Tour & Taxis. With both projects, we are achieving what is commonly known as '5-minute neighbourhoods' that provide a mixed selection of functions. Residents find there everything they need at a short walk.
Our ambition is clear: lead by example. The projects that we realise are a good example and set the tone. Our efforts in the area of sustainability, circularity and human investment are made in order to inspire our customers, residents, partners and shareholders to make the difference in the same progressive manner.
The Board of Directors would like to thank all Nextensa employees for their efforts and, in particular, their enthusiasm in expanding the exciting and unique Nextensa project.
Drawn up in Brussels on 25/03/2022.
Michel Van Geyte Jan Suykens Chief Executive Officer
Chairman of the Board of Directors


5 . KEY FIGURES

THE KEY FIGURES AS AT 31 DECEMBER 2021
Following the entry into force of the 'ESMA directives on Alternative Performance Measures' of the European Securities and Market Authority (ESMA), the Alternative Performance Measures (APM) in this Annual Financial Report are indicated by *. For the definition and detailed calculation of the Alternative Performance Measures used, we refer to page 145 et seq.
| Key figures real-estate portfolio (1) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Fair value real-estate portfolio (€ 1000) (2) | 1 407 919 | 1 141 190 |
| Fair value real-estate investments including participation Retail Estates (€ 1000) (2) |
1 504 404 | 1 221 053 |
| Investment value investment properties (€ 1000) (3) | 1 439 107 | 1 165 816 |
| Rental yield based on fair value (4) (5) | 5.20% | 5.63% |
| Rental yield based on investment value (4) (5) | 5.08% | 5.51% |
| Occupancy rate (5) (6) | 89.09% | 91.62% |
| Average term of rental leases (jaar) | 3.73 | 3.85 |

The consolidated direct real estate portfolio of Nextensa NV at the end of 2021 comprises 37 buildings (including the re-developments of investment properties) with a total lettable surface area of 514 600 m². The real estate portfolio is geographically spread across the Grand Duchy of Luxembourg (45%), Belgium (42%) and Austria (13%).
(1) The real-estate portfolio comprises the buildings in operation, the re-developments of property investments, buildings held for sale as well as buildings presented as financial leasing under IFRS. (2) Fair value: the investment value as defined by an independent real estate expert and the transfer rights of which have been deducted. The fair value is the accounting value under IFRS. The fair value of Retail Estates has been defined based on the share price on 31/12/2021.
(3) The investment value is the value as defined by an independent real estate expert and the transfer rights of which have been deducted.
(4) Fair value and investment value estimated by real estate experts Cushman & Wakefield, Stadim (BeLux) and Oerag (Austria). (5) Only buildings in operation are taken into account for calculating the rental yield and occupancy rate, excluding the redevelopments of investment properties and the assets held for sale. (6) The occupancy rate has been calculated based on the estimated rental value.

GD Luxembourg 45%
The fair value of the real estate portfolio amounts to € 1.41 billion at the end of 2021 compared to € 1.14 billion at the end of 2020. This increase is explained by the transaction with Extensa that took place on 19 July 2021.
Consequently, the company held 51% offices in portfolio, 39% retail and 10% others at the end of 2021 (compared to 47% offices, 47% retail and 6% others at the end of 2020).
The overall direct and indirect real-estate portfolio (including the participation in GVV Retail Estates NV) reached a fair value of € 1.50 billion by the end of 2021.
The rental yield of the properties under management in operation, based on the fair value, amounts to 5.20% (compared to 5.63% at the end of 2020), and based on the investment value of 5.08% (compared to 5.51% at the end of last year).
| Key figures balance sheet | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Fair value real-estate portfolio (€ 1000) | 1 407 919 | 1 141 190 |
| Fair value investment properties including participation Retail Estates (€ 1000) |
1 504 404 | 1 221 053 |
| Investment value investment properties (€ 1000) | 1 439 107 | 1 165 816 |
| Fair value rental yield | 5.20% | 5.63% |
| Investment value rental yield | 5.08% | 5.51% |
| Occupancy rate | 89.09% | 91.62% |
| Average term of rental leases (years) | 3.73 | 3.85 |
| Net assets group share (€ 1000) | 790 473 | 487 211 |
| Net assets group share per share | 78.0 | 82.2 |
| Level of financial debt (financial debts/balance total) | 48.56% | 54.01% |
| Loan-to-value (investment portfolio) | 55.64% | 54.34% |
| Average term of credit lines (years)) - investment portfolio | 2.98 | 3.36 |
| Average funding cost investment portfolio | 2.07% | 2.35% |
| Average term of hedges (years) | 3.98 | 4.58 |
| Hedge ratio (investment portfolio) | 67% | 70% |
| Key figures income statement | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Rental income (€ 1000) | 65 174 | 59 848 |
| Income from development projects (€ 1000) | 15 373 | - |
| Average funding cost investment portfolio | 2.07% | 2.35% |
| Net result group share (€ 1000) | 53 244 | 7 683 |
| Net result group share per share (number of shares at closing date) |
5.32 | 1.30 |
| Net result group share per share (weighted average) | 6.85 | 1.30 |



6 . ANNUAL REPORT


"Nextensa will be a real estate player with a unique market position in the Belgian-Luxembourg landscape. We combine a proven track record as an international real estate investor with an impressive know-how in groundbreaking and award-winning (re)developments on the other hand"

MICHEL VAN GEYTE CHIEF EXECUTIVE OFFICER


In the first half of 2021 we still spoke of Leasinvest Real Estate as a public regulated real estate company or "BE-REIT". On 19 July the BE-REIT status was relinquished and the business combination with Extensa Group from which Nextensa arose became a mixed real estate investor and developer with a focus on Belgium, Luxembourg and Austria.
Since the summer of 2021 the Tour & Taxis site has thus once again belonged to the same group, with as its flagship the Gare Maritime, one of Brussels' most sustainable buildings.
This has had various consequences in terms of expansion of asset classes with residential development and event activities and further strengthening of the position in Luxembourg. The synergies between the two groups also lead us to commit the business to full transition to sustainability.
This change also made itself felt in the financial area. The financing of the old Leasinvest Real Estate had to be entirely revised and all banks, bondholders and holders of commercial paper were asked to agree to adapted financial covenants without altering the commercial terms and conditions. All stakeholders were fully on board with this process, for which we once again sincerely thank them.

In parallel with this we relinquished the tax-transparent SICAV-FIS status in Luxembourg and the old structures existing around the Knauf shopping centres were reformed and/or liquidated. At the same time it should not be forgotten that we were still operating in the context of the COVID pandemic, with temporary shop closures and mandatory remote working. Whereas in 2020 the pandemic caused a loss of rental income of around €4 million, this effect was much smaller in 2021, being confined to just €1 million approximately.
In this difficult context the Food Court in the Gare Maritime was opened at the end of November, since when it has attracted some 36,000 visitors. The number of visitors to the Knauf shopping centres in Luxembourg and the Frun Park in Asten among other sites also saw sharp increases, even in comparison with 2019 (pre-COVID).
The latest reports regarding COVID are hopeful, and should lead to a revival of the event sector before long, so that the winning features of the Tour & Taxis site can once again be fully exploited.

Brussels - Monteco office building (Montoyer 14)
The Monteco office building is the epitome of Nextensa's sustainability ambitions, thanks in part to its wooden structure. Bank Nagelmackers were also convinced by it and signed a 12-year fixed rental agreement. Delivery of the new building is scheduled for Q4 2022.
Antwerp - Hangar 26/27
Together with Danish architectural firm CF Moller a high-end mixed project was elaborated, with extension of offices and retail, particular attention being given to the confluence of the private spaces of the project and the public space of the quays at this special and unique spot in the city.
The last tenant vacated the ground floor on 30 June 2021. In September 2021 a start was made on the renovation of both the ground floor (1,000 m²) and the facade. Far-reaching talks are under way with a view to realising an innovative food concept.
Agreement with AB Inbev on operation of food court in Gare Maritime
Brewers AB InBev and Nextensa join hands for a brand new food concept. At the end of November they opened a Food Market in Gare Maritime, the vibrant commercial heart of Tour & Taxis. From the outset this innovative culinary concept won the hearts of the people of Brussels, with a successful turnout of more than 36,000 visitors since the opening, which in view of the COVID pandemic is very promising for the future.
In the office part of Gare Maritime a 12-year rental agreement was signed with UNICEF for 900 m², starting on 1 April 2022 and perfectly matching the sustainability strategy of this NGO. The occupancy rate of the Gare Maritime offices meanwhile stands at 71.4%, bearing testimony to the success of this site.
GRAND DUCHY OF LUXEMBOURG
Knauf shopping centre, Schmiede
The extension of the shopping centre (approx. 8,500 m²) will be delivered in the summer of 2022. The extension will include a broader commercial offer, a new catering concept and a zone for family activities and relaxation.
Knauf shopping centre, Pommerloch
For the Knauf shopping centre in Pommerloch, in the north of the Grand Duchy of Luxembourg near the Belgian border, the three floors of the new car park are operational. A number of new tenants such as Fressnapf, New Yorker and Foot Locker have moved in to Pommerloch, restoring visitor numbers to their 2019 level.
EBBC business park, now Moonar
The EBBC business park, renamed "Moonar" is being completely repositioned and will become the new office campus of Luxembourg airport. A concept with an emphasis on community, green and outdoor environment, various places to meet such as a readers' corner, co-working space, a coffee bar and terraces.
The estimated renovation budget is €34 million and final completion is expected in the course of 2023.
A number of currently vacant spaces are no longer offered on the market, in order to be able to start and continue the gradual renovation. Meanwhile initial negotiations have started with potential tenants.
DIVESTMENTS
In February 2021 the remaining semi-industrial units of the Brixton Business Park were sold, at a profit of around €3 million. At the same time a nonstrategic supermarket in Diekirch, Luxembourg, was sold at a profit of around €1 million.
The sale strategy aims to bring the portfolio into line with the new investment criteria. In this context sales agreements were concluded with conditions precedent for the following buildings: The Crescent (Anderlecht, Belgium), Monnet 4 (Kirchberg, Luxembourg) and Titanium (Cloche d'Or, Luxembourg).

DEVELOPMENTS
BELGIUM
Park Lane phase I is a residential development of 319 apartments, situated right next door to the Gare Maritime. This development is a great success, as shown by the fact that only 11 apartments remain unsold. The last apartments will be delivered in May 2022, so the site will gradually become more occupied.
For Park Lane phase II the permit was obtained in 2021, so the project will start in April 2022 with the construction of the underground car park which forms the base for 346 apartments divided among 11 buildings. Considerable interest is already being shown by both potential individual tenants and investors.
LUXEMBOURG
All developments in Luxembourg are undertaken as a joint venture with Promobe, a leading Luxembourg developer. All projects are in Cloche d'Or, an extension of the city of Luxembourg to the south, forming a district with offices, retail and residential projects.
Offices
During the second half of 2021 the "Banca" project was sold to end user Banca Intesa Sanpaolo. It concerns an office building of around 10,000 m². At the beginning of January the Kockelscheuer office building of some 4,000 m² was also sold, for €48 million. The building had been entirely pre-let to Regus. At present there are thus two other office buildings under construction: Darwin I (5,000 m² of offices), which is already more than 90% pre-let (and the remainder on option) and which will be delivered in September 2022; and Darwin II (4.700 m² of offices) which has been fully pre-le to the Luxembourg State. This tenant also has a purchase option for three years from delivery (March 2022), so that this building remains in portfolio for the time being.
Given the persistently high demand for office buildings at Cloche d'Or, the necessary preparatory steps are currently being taken to develop two additional office buildings each of 7,000 m². For one of the buildings a LOI has already been signed for the lease of 40% of lettable area.
Residential
The D-Sud residential project has been quasi-fully delivered and fully sold. 151 apartments and 11 retail units are concerned. For the retail units some LOIs have already been signed in respect of rental.
The D-Nord project consists of 194 apartments, 176 of which have already been sold off plan. Construction work is proceeding at full steam and delivery is expected at the beginning of 2023.
Since practically all apartments under construction have been sold, marketing of the D5-D10 residential development project also started. This comprises some 150 apartments, of which about sixty have already been sold off-plan.
Preparations are also under way for the marketing of the last residential project on Ilôt D, namely D-Tours. This is a project that consists of three residential towers which together will have 350 apartments and an area of 33,000 m². Marketing is expected to start in the second half of 2022.
SUSTAINABILITY
The tagline 'Places you Prefer' reflects the mission of the new integrated real estate group Nextensa: as a 'next generation' real estate investor and developer, to excel in sustainable urban development with a positive social impact by creating places where people like to live, work, shop and relax, …
Together with 'Human Investments', the themes 'Climate Adaptive Buildings' and 'Sustainable Societies' form the cornerstones of the policy with which Nextensa will work in the coming years to provide climate-neutral, healthy sites and buildings that are harmoniously anchored in liveable and lively urban environs, making use of innovative technologies and processes. Nextensa pays special attention to the material themes: 'CO2 neutrality' (with a focus on clean and renewable energy and low-carbon materials), 'Water', 'Healthy Buildings' and 'Nextensa as an exemplary organisation'.
Climate Adaptive Buildings
Nextensa is intent on minimising energy consumption, applying exclusively renewable and green energy and bringing an end to the use of fossil fuels. When purchasing goods and materials Nextensa reduces its CO2 footprint with a positive impact in Scope 3.
The energy-neutral development of Gare Maritime at Tour & Taxis was recognised in 2021 with various prestigious awards for its exemplary role in circular building and for its innovative character. Preparations were also made in 2021 for submitting an application to form an "Energy Community" at Tour & Taxis. In this way surplus electricity generated by the solar panels on Gare Maritime can be put to good use by other users at the site (including families with modest incomes, to whom some of the apartments have been sold).
Nextensa has the ambition of obtaining for all its developments as high as possible a sustainability certificate. For its existing portfolio the ambition is to have all buildings certified. Gare Maritime received a "Breeam Outstanding" certificate in 2021 for the renovation. For the Belgian portfolio "Breeam-inuse" assessments were carried out.
In 2021 the Belgian portfolio was fully equipped with monitoring systems for tracking and analysing all power and water consumption.
Sustainable Societies
Nextensa aims to contribute to a pleasant living environment with a mixed offering of functions withing walking distance, focusing on a green and biodiverse environment in which soft traffic has the upper hand, the so-called 'five-minute neighbourhood'.
In Park Lane, the first major residential district at the Tour & Taxis site where sustainable materials, green interior squares and a rich architectural design take centre stage, various phase 1 residential units were delivered in 2021 and occupied by their new inhabitants. More than 50 apartments of the project were also sold to families with modest incomes in 2021. The permit was also obtained for Phase II, which will start in early 2022.
The end of November in Gare Maritime saw the opening of the Food Market, an innovative culinary plastic-free meeting place offering local, seasonal and organic produce in various price categories.
EVENTS AFTER THE CLOSING OF FINANCIAL YEAR 2021
After the closing of the financial year Nextensa announced the sale of the Monnet building in Luxembourg and of the leasehold rights to The Crescent building. The sale of the Monnet building was carried out by the Benelux team of Edmond de Rothschild on behalf of its Benelux Commercial Real Estate Fund, with advice from Cushman & Wakefield. The leasehold rights to The Crescent were sold to private investors DES/De Weer.
On 25 February 2022 it was decided to merge Nextensa NV and Leasinvest Real Estate Management NV, the former statutory manager of Nextensa NV. Since the extraordinary general meeting of shareholders of Nextensa NV approving the contribution in kind of all shares in Leasinvest Real Estate Management NV, Leasinvest Real Estate Management NV had been a wholly owned subsidiary of Nextensa NV. The merger approved in February 2022 is aimed at simplifying the structure of the Nextensa group and generating cost savings. The effective date of the merger for accounting purposes is 1 January 2022.
nextensa • Jaarverslag
EPR A GOLD AWA R D FOR A N NUA L FINANCIAL REPORT 2020
For the ninth consecutive year Leasinvest Real Estate received an EPRA Gold Award for its Annual Financial Report 2020.
The award is granted to listed real estate companies that follow the EPRA Best Practices Recommendations, particular attention being given to transparency and comparability of data.
COMMENTS ON THE CONSOLIDATED INCOME STATEMENT AND BALANCE SHEET
INCOME STATEMENT
The income statement for 2021 looks very different from that of 2020, which was presented in accordance with the BE-REIT legislation. Additionally, Nextensa's income statement for 2021 covers a period of 12 months of "Leasinvest" and six months of "Extensa" (since 1 July 2021).
The upper part of the income statement refers to the real estate investments, namely the old Leasinvest portfolio supplemented since 1 July 2021 by the historical buildings on the Tour & Taxis site. As a result rental income increased by €5 million relative to the previous year. On the other hand a few buildings were sold in the course of 2020 and 2021, but the associated loss of rentals was offset by a smaller negative impact of COVID in 2021 than in 2020.
Real estate costs were much higher than in the previous year, which is also largely attributable to the additional buildings at the Tour & Taxis site. Vacancy costs and charges borne by the owner were substantial, given COVID and the lack of organised events, shop closures and limited use of office on account of remote working (working from home).
The Brixton Logistics (Zaventem, Belgium) and Diekirch (Luxembourg) buildings were sold, resulting in a realised capital gain of €4.4 million.
The buildings portfolio showed a negative revaluation result, due above all to the Knauf shopping centres which were still suffering from the COVID pandemic.
All this resulted in an operational result for real estate investments of €44.6 million.
The second block of the income statement refers to the development projects. Revenues of €26.6 million were posted on the Park Lane Phase I project on the Tour & Taxis site. The associated costs amounted to €24.7 million, giving a margin of €1.9 million for the last six months of 2021. Phase I of Park Lane has been largely completed and delivery of the apartments has been under way since the end of 2021, a process that will take a few months. Except for a few units all apartments have already been sold.
Other results from development projects and share in profits of companies accounted for using the equity method both refer to the Cloche d'Or development project in Luxembourg. In the second half of 2021 this project contributed €13.5 million to the result.
The company's general costs increased sharply, on the one hand due to the addition of six months of Extensa, and on the other due to the fact that because of the integration of former statutory manager Leasinvest Real Estate Management the associated personnel costs are now recognised directly in overheads instead of in real estate costs as they were until 30 June 2021.
Financial income comprises on the one hand the dividend received from Retail Estates, which was slightly higher than in 2020, and on the other hand interest received on loans to the joint venture that finances the project at Cloche d'Or.
Financial costs and other financial costs are in line with the previous year. The savings made on hedge costs following the early repayment in December 2020 was offset by the additional interest costs of Extensa since 1 July 2021. The average financing cost of the investment portfolio declined from 2.35% in 2020 to 2.07% in 2021.
The revaluation results of financial assets and liabilities are mainly linked to the €16.6 million positive revaluation of the investment in Retail Estates, which is entirely attributable to the rally in its quoted share price over the course of 2021.
Taxes were significantly higher than in the previous year, mainly due to Leasinvest Real Estate's relinquishing its BE-REIT status in July 2021. Shortly before that the tax-transparent status of SICAV-FIS in Luxembourg was also relinquished. It is important to point out however that the bulk of the taxation consists of (non-cash) deferred taxation.
This gives a net result for the group of €53.2 million, which corresponds to €6.85 per share on the basis of the weighted average number of shares outstanding over the course of the financial year, or to €5.32 per share eligible for dividend.

Equity grew strongly due to the contribution in kind of he shares of Extensa Group NV and Leasinvest Real Estate Management NV on 19 July 2021 (+€293 million). As a result the number of shares increased by four million to 10,002,102. All these new shares are fully entitled to dividends for financial year 2021, so the result per share must be looked at for 10 million shares for purposes of dividend payment, rather than the weighted average number of shares as required by IFRS.
The net asset value per share (attributable to the group) is consequently €78.0, corresponding to the closing price of the share on 31 December 2021, €77.80.
Total financial debts amounted to €921 million (including lease liabilities as per IFRS 16 and rental guarantees received), giving a debt ratio of 48.6%. If we look at the real estate investments and the associated debts separately, the loan-to-value ratio stands at 55.6%.
DIVIDEND
The Board of Directors proposes to the ordinary general meeting of shareholders that it approve the payment of a dividend to the eligible shares of €2.50 per share gross and €1.75 net after 30% withholding tax. Nextensa currently holds treasury stock in accordance with the buy-back programme announced on 8 December 2021. Since treasury shares are not entitled to dividends in accordance with Article 7:217, §3 of the Code of Companies and Associations, the total amount of the dividends depends on the number of treasury shares held by Nextensa on the day of the ordinary general meeting of shareholders. The Board of Directors proposes to be authorised to enter the final total amount of dividends (and the resulting other changes in the distribution of profits) in the statutory financial statements.
Subject to the approval of the ordinary general meeting of shareholders of 16 May 2022, dividends will be paid against presentation of coupon no 27 from 23 May 2022 at Bank Delen (main paying agent), ING Bank, Belfius Bank, BNP Paribas Fortis Bank and Bank Degroof.
The ex-dividend date is 19 May 2022 and the Record date is 20 May 2022.
OUTLOOK FOR FINANCIAL YEAR 2022
Nextensa's future vision
By optimising a sustainable investment portfolio, combined with the planned project developments at Cloche d'Or and Tour & Taxis, Nextensa has its eyes on annually recurring profits. The continuing sales programme will on the one hand generate exceptional capital gains nut will also drastically reduce the debt ratio on the investment portfolio. Apart from this, the objective is to increase the occupancy rate, currently at 89%, through further lets within the existing portfolio in order to offset the loss of rental income caused by the sales.
Nextensa seeks to profile itself as a sustainable developer/investor promoting projects that offer added social value in an urban context. Thanks to the synergies generated, Nextensa has the entire cycle of a real estate project in its hands, from the acquisition of a plot of land through to management of the final asset.
This means that projects such as Lake Side (Tour & Taxis – 130,000 m²) will be carried out with the maximum attention to CO2 neutrality, energy management, carefully considered choice of materials and making use of the most advanced technological means available.
"Places you prefer" is now Nextensa's watchword for where users will live, work, shop and relax in an ecologically responsible environment.
RISK FACTORS
All risk factors specific to Nextensa are mentioned in the separate section Risk Factors on page 5 of this Annual Financial Report.
PURCHASE OF TREASURY SHARES
On 8 December 2021 Nextensa announced that the Board of Directors had resolved to start a share buy-back programme for maximum total amount of €4.8 million, acquiring a maximum of 65,000 shares under the renewed mandate to buy own shares as granted by the extraordinary general meeting of shareholders of 19 July 2021.
The purpose of the buy-back programme was to enable Nextensa to fulfil its obligations deriving from stock option plans for the executive committee of Nextensa.
The buy-back programme was carried out by an independent broker, in accordance with applicable laws and regulations relating to the purchase of own shares.
At 31 December 2021 the situation was as follows:
Number of treasury shares acquired 8,324 (0.08%) Fractional value per share (rounded) 11.00 euro Average price per share (rounded) 74.67 euro Total investment value 621,533.20 euro
CORPORATE GOVERNANCE STATEMENT
Principles
Nextensa applies the Belgian Corporate Governance Code 2020 ("Code 2020") as reference code. This Code is available on the website www. corporategovernancecommittee.be.
Code 2020 is based on the 'comply or explain' principle: Belgian listed companies may deviate from provisions constituting recommendations providing they give a satisfactory reason.
The company complied with the provisions of Code 2020 during the past financial year, with the exception of the following provisions:
Provision 7.6 of Code 2020 states that non-executive directors must receive part of their remuneration in the form of shares of the company.
In the version of the company's remuneration policy that was applicable from 1 January 2021 to 1 September 2021, this deviation was explained as follows: "The company does not grant shares to non-executive directors. It is of the opinion that the legal framework of the company and its form (SIR/GVV/BE-REIT), its general policy and way of working already respond to the objective of recommendation 7.6 of Code 2020 and provide sufficient assurance that business is conducted with a view to promoting long-term value creation."
In the current version of the remuneration policy as approved by the extraordinary general meeting of shareholders of 29 November 2021, applicable from 1 September 2021, the following is provided in this respect: "Directors are invited, but are not obliged, to hold shares in the Company."
This deviation from principle 7.6 is justified by the fact that the company's policy sufficiently promotes a long-term perspective. Furthermore in the context of the functions they perform in Ackermans & van Haaren, various directors are already exposed to changes in the company's value, in view of the AvH shares and/or stock options that they hold, the value of which depends partly on that of the Company.
Provision 7.9 of Code 2020 states that a minimum number of shares must be held by members of the executive management.
Until 1 September 2021 Nextensa deviated from this provision, since it is only in the remuneration policy applicable from 1 September that there is a provision that: "The members of the executive committee shall each hold at least 1,000 shares of the Company and shall have a period of 5 years from their appointment in which to accumulate this position."
In the first half of the year there was no long-term incentive plan for executive management nor were stock options granted. After all, as a SIR/GVV/BE-REIT, Leasinvest strove for a maximum distribution of dividends per share, in line with the perspective of a long-term shareholder. Since its listing, Leasinvest had focused on creating stable cash flows over the long term which, in combination with its high disbursement obligation as a SIR/GVV/BE-REIT, made Leasinvest a fully-fledged, profitable and liquid alternative to direct investments in real estate based on rental income. This was the basis of its strategy, which was also clearly reflected in the operational implementation of this strategy by the members of the executive management. Leasinvest therefore believed that its remuneration policy established a clear link with the creation of stable long-term cash flows and thus ensured that the members of the executive management acted from the perspective of a long-term shareholder.
This explain is no longer applicable however from 1 September 2021 onwards.
Apart from this the provisions of applicable company legislation regarding corporate governance as set forth in the Code of Companies and Associations are complied with.
The Corporate Governance Charter, as last amended on 29 November 2021, aims to explain the main aspects of the company's governance policy, such as its management structure, the organisation of the internal and external controls, and risk management. In addition it describes the various preventive policies that the company applies with regard to market abuse, conflicts of interest and integrity. This Charter is based on the company's articles of association, the Code 2020 and the regulations applicable to the company, including the Code of companies and associations. The Corporate Governance Charter is available at www.nextensa.eu.
Changes to the Corporate Governance Charter
The Company's Corporate Governance Charter was drastically changed on 19 July 2021 following its renunciation of the SIR/GVV/BE-REIT status and its transformation from a limited partnership by shares with a statutory manager to a public limited company with a collegial Board of Directors in accordance with the Code of Companies and Associations. The Corporate Governance Charter was again amended on 29 November 2021 to take account of the establishment of the executive committee, the approval of an adjusted remuneration policy and the name change to Nextensa.

GROUP STRUCTURE
Control over the company is exercised by Ackermans & van Haaren NV (AvH), with its registered office at Begijnenvest 113, 2000 Antwerp (more information: www.avh.be). In application of Article 74 §7 of the law of 1 April 2007 on takeover bids, Ackermans & van Haaren NV has duly communicated that it holds more than 30% of the securities with voting rights of the company.
The group structure is currently as follows:

SHAREHOLDERS
The following table shows the shareholders of Nextensa that hold more than 3% of the total number of existing voting rights. Notifications in the context of the transparency legislation and control chains are available on the website.
For more information on this we refer to www.nextensa.eu - investor relations - shareholders and transparency.

Governance structure and
decision-making bodies
STATUTORY MANAGER – BOARD OF DIRECTORS
Until 19 July 2021 the company was managed by Leasinvest Real Estate Management NV, with its registered office at Schermersstraat 42, 2000 Antwerp (register of legal persons 0466.164.776), a former 100% subsidiary of Ackermans & van Haaren NV, which had the status of sole statutory manager and which furthermore complied permanently with Articles 14 and 15 of the SIR law. On 19 July 2021 the shares of Leasinvest Real Estate Management NV were contributed to Nextensa NV and on 25 February 2022 Leasinvest Real Estate Management NV merged with Nextensa NV.
On 19 July 2021 the company was transformed into a public limited company with a collegial Board of Directors under the Code of Companies and Associations.
Term of office
Directors are appointed by the general meeting of shareholders for a maximum term of four years and may be reappointed. They may be removed at any time by the general meeting of shareholders.
Competences
The Board of Directors has the most extensive powers to perform all actions that are necessary or conducive to the attainment of the company's corporate object, except for those operations which by virtue of the law or the Articles of Association are reserved to the general meeting of shareholders.
The CEO, Michel Van Geyte, is charged with the day-to-day management of the company, under the responsibility and supervision of the Board of Directors.
| Date of notification | Name of the shareholder | % |
|---|---|---|
| 15 March 2022 | Ackermans & Van Haaren | 65.01% |
| 26 July 2021 | AG Insurance | 2.58% |
| 27 July 2021 | AXA | 13.44% |
BOARD OF DIRECTORS
Composition
The composition of the Board of Directors of Nextensa NV ensures that the company is managed in its best interests.
Until 19 July 2021 Leasinvest Real Estate Management NV, the statutory manager, was managed by a Board of Directors of ten directors, five of whom were independent directors, four directors appointed by Ackermans & van Haaren NV and one appointed by Axa.
From 19 July 2021 Nextensa was managed by a Board of Directors consisting of the same ten directors, five of whom are independent, four appointed by Ackermans & van Haaren NV and one by Axa. Effective 1 January 2022 the director representing Axa resigned his position as director, as a result of which Nextensa is now managed by a Board of Directors consisting of nine directors.
The current composition of the Board of Directors of Nextensa is as follows:
The Board of Directors consists of at least three independent directors, who comply with the criteria provided in Article 7:87 of the Code of Companies and Associations and in provision 3.5 of Code 2020.
In accordance with provision 5.5 of Code 2020, non-executive directors do not occupy more than five offices as director of listed companies.
The Board of Directors appoints from among its members a Chairman recognised for his or her professionalism, independence of mind, coaching capacities, ability to build a consensus and communication and deliberation skills.
The Chairman is responsible for leading the meetings of the Board of Directors and for ensuring the effectiveness of the Board of Directors in all its aspects. In particular, he/she takes all necessary measures with a view to ensuring a climate of trust within the Board of Directors, in which there is room for open discussions and constructive criticism.
The role of the Chairman is further described in the Company's Corporate Governance Charter (Article 2.6).
| End of mandate | |
|---|---|
| Jan Suykens, Chairman, Non-executive director | 16/05/2022 |
| Michel Van Geyte, Managing Director | 16/05/2022 |
| Dirk Adriaenssen, Non-executive director, independent | 16/05/2022 |
| Granvelle Consultants & C° BV, permanently represented by Jean-Louis Appelmans, Non-executive director |
16/05/2022 |
| Piet Dejonghe, Non-executive director | 16/05/2022 |
| Brain@Trust BV, permanently represented by Marcia De Wachter Non-executive director, independent |
15/05/2023 |
| Colette Dierick, Non-executive director, independent | 15/05/2023 |
| SoHo BV, permanently represented by Sigrid Hermans, Non-executive director, independent |
15/05/2023 |
| Starboard BV, permanently represented by Eric Van Dyck, Non-executive director, independent |
16/05/2022 |
CURRENT COMPOSITION*
Non-executive director
Until 19 July 2021: Chairman of the Board of Directors of Leasinvest Real Estate Management NV From 19 July 2021: Chairman of the Board of Directors of Nextensa NV Chairman of the nomination and remuneration committee
Current function: Chairman of the Executive committee of Ackermans & van Haaren NV, Begijnenvest 113, 2000 Antwerp.
Mr Suykens holds a master's in applied economics and finance (University of Antwerp) and an MBA from Columbia University, New York. He also followed the Leadership programme for senior executives at the Harvard Business School. He started his career with Générale de Banque (Corporate & Investment Banking) before becoming a member of the Executive Committee of Ackermans & van Haaren NV in 1990.
Positions in companies outside the Nextensa Group at 31 December 2021 and in the five previous financial years: Aannemingsmaatschappij CFE NV, ABK Bank CVBA•, Ackermans & van Haaren Coordination Center NV•, Ackermans & van Haaren NV, Anfima NV, Anima NV, AvH Growth Capital NV, Bank J.Van Breda & Co NV, BPI Real Estate Belgium NV, Delen Private Bank NV, Delen Private Bank Luxembourg S.A., Dredging, Environmental & Marine Engineering NV, FinAx NV, Finaxis NV•, Green Offshore NV•, Grossfeld PAP, HPA NV•, JM Finn & Co Ltd., Media Core NV, Mediahuis NV, Mediahuis Partners NV, Oyens & Van Eeghen N.V.•, Profimolux S.A., Project T&T NV•, Rent-A-Port NV, T&T Openbaar Pakhuis NV•, T&T Parking NV•, Van Laere NV•.
Charity mandates:
Antwerp Management School, Friends of the Rubens House VZW, ING Antwerp branch, King Baudouin Foundation Antwerp Support Committee.
Start of term of office: 3 June 1999 Start of term office with Nextensa: 19 July 2021 End of term of office: 16 May 2022 Number of Nextensa shares held: 0


Executive director
Until 19 July 2021: Managing Director of Leasinvest Real Estate Management NV From 19 July 2021: Managing Director of Nextensa NV
Michel Van Geyte holds a master's in applied economics and finance (Catholic University of Leuven, KUL) and has a postgraduate degree in real estate (KUL) as well as an executive master's in Corporate Finance (Vlerick Business School). Mr Van Geyte was recruited as commercial manager of Leasinvest Real Estate Management NV in August 2004. Before that he had worked for Knight Frank NV as managing partner. He has more than 20 years' experience in real estate. Since 2009, Mr Van Geyte has taught various classes relating to real estate at the KUL.
- Positions in companies outside the Nextensa Group at 31 December 2021 and in the five previous financial years: Retail Estates NV, Care Property Invest NV, KUL Alumni, Belgian Luxembourg Council of Shopping Centers (BLSC), Midhan BV, ULI Belgium.
- Start of term of office: 19 March 2013 Start of term office with Nextensa: 19 July 2021
- End of term of office: 16 May 2022 Number of Nextensa shares held: 0

(*) In the list of offices in other companies, terminated offices are indicated with a '•' ; listed companies are indicated in bold.
Independent director - Non-executive director
Current function: Director of companies
Mr Adriaenssen holds a master's in law (VUB Brussels) and has a postgraduate degree in real estate (KUL), after which he followed the Leadership Programme in Switzerland (IMD - Lausanne) and participated in the Real Estate Programme in Oxford. He has more than 20 years' experience in retail property (Redevco, Retail Estates and Mitiska).
Offices with other companies at 31 December 2021 and during the five previous financial years:
Redevco CH & CE•, Redevco Liegenschaftsverwaltungs GmbH•, Immoca Wirtschafts-Gütervermietungsgesellschaft m.b.H.•, MITI Wirtschaftsgüter Vermietungsgesellschaft m.b.H.•, Arioso MH77 Liegenschaftsverwaltungs GmbH•, Arioso GmbH•, Redevco (Suisse) SA•, Redevco Switzerland Asset Management Services AG•, Arioso Czech s.r.p. •, V Prime Properties Korlátolt Felelösségü
Társaság, Redevco Polska Delta Spolka Z Ograniczona Odpowiedzalnoscia, Seratos Expert SRL•, Bengali NV•, Redevco Retail Hungary Ingatlanhasznosito Kft•, Redevco Polska Gamma Spolka s ograniczona odpowiedzalnoscia•, Redevco Slovakia Petrzalka sro•, Swifico AG•, Redevco Polska Delta Spolka Z ograniczona odpowiedzalnoscia•, Redevco Neun Liegenschaftsverwaltungs GmbH•, S.C. SPV Develop One S.R.L. •, Redevco Iroda Ingatlanhasznosito Korlatolt Felelösségü Tarsasag "végelszamolas akatt"•, Claudima AG•, Cordima AG•, Sitimco AG•, Tecarla AG•, Cofra Services AG•, Arioso Czech Republic s.r.o.•, Redevco Switzerland Alpha AG•, First Side Development AG•, Jotta Wirtschafgütervermietungsgeschellschaft mbH•, Redevco RWP SA•, Redevco RWP Villeneuve SA•.
Start of term of office: 22 May 2018 Start of term office with Nextensa: 19 July 2021 End of term of office: 16 May 2022 Number of Nextensa shares held: 0

Dirk Adriaenssen (° 1970)
Non-executive director
via Granvelle Consultants & Co BV, Van Schoonbekestraat 36 bus 401, 2018 Antwerp
Current function: Director of companies
Mr Appelmans holds a master's in commercial and financial sciences (Brussels, Vlaamse Economische Hogeschool) and held different financial positions at respectively Compagnie Maritime Belge, JP Morgan-Chase and Deutsche Bank before he was nominated in July 1999 as managing director of Leasinvest Real Estate Management NV until May 2018.
Offices with other companies at 31 December 2021 and during the five previous financial years:
Forum Estates Holding BV, Forum Estates NV GVBF, Leasinvest Immo Lux SA•, RAB Invest NV•, Retail Estates NV•, Orli Lux S.à.r.l.•,Frun Park Asten GmbH•, Van Breda Immo Consult NV•.
And as permanent representative of Granvelle Consultants & Co BV: Extensa Group NV, Haven Invest NV•, Leasinvest Services NV•, P. Invest SA•, Porte des Ardennes Pommerlach SA•, Porte des Ardennes Schmiede SA•, S. Invest I SA•, P. Invest SA•, T&T Koninklijk Pakhuis NV•, Kadmos Immobilien Leasing GmbH•, Leasinvest Gewerbeparkstrasse 2 Stadlau GmbH•.
Start of term of office: 13 June 1999 Start of term office with Nextensa: 19 July 2021
End of term of office: 26 May 2022 Number of Nextensa shares held: 0
Jean-Louis Appelmans
(° 1953)

Non-executive director Member of the audit committee
Current function: member of the Executive committee of Ackermans & van Haaren NV, Begijnenvest 113, 2000 Antwerp.
Mr Dejonghe holds a master's in law (KUL) and an MBAs from KUL and INSEAD, Paris. Since 1995 Mr Dejonghe has been a member of the Executive committee of Ackermans & van Haaren NV. He had previously been a lawyer with Loeff Claeys Verbeke (Allen&Overy) and a consultant with the Boston Consulting Group.
Positions in companies outside the Nextensa Group at 31 December 2021 and in the five previous financial years: Aannemingsmaatschappij CFE NV, Ackermans & van Haaren NV, AvH Growth Capital NV, Baloise Belgium NV, Bank J.Van Breda & Co NV, Bâtiments et Ponts Construction SA, Bio Cap Invest SA, BPC Wallonie SA, BPI Real Estate Belgium NV, BPI Real Estate Luxembourg S.A., Brinvest NV, CFE Contracting NV, CFE Infra NV•, CLE S.A., Delen Private Bank NV, Delen Private Bank Luxembourg S.A., Dredging, Environmental & Marine Engineering NV, Distriplus NV•, Extensa Group NV, Financière Flo S.A.•, FinAx NV, Finaxis NV•, GB-INNO-BM NV•, GIB Corporate Services NV•, Green Offshore NV, Groupe Financière Duval S.A.•, Groupe Flo S.A.•, HDP Charleroi SA, Holding Groupe Duval•, MBG NV, Mobix Engema NV, Mobix Stevens NV, Profimolux S.A., Van Laere NV, Voltis NV•.
Charity mandates: SOS Kinderdorpen België VZW.
Start of term of office: 18 August 2016 Start of term office with Nextensa: 19 July 2021 End of term of office: 16 May 2022 Number of Nextensa shares held: 0


Independent director via Brain@Trust BV Member of the Audit Committee
Current function: director of Brain@Trust BV, Varenslaan 41, 3090 Overijse.
Mrs De Wachter has a degree and doctorate in applied economics and finance (University of Antwerp) and a master of arts degree in economics (University of Chicago). She holds an Executive Master's in Consulting for Change from INSEAD, Fontainebleau. She holds various certificates from, among others, the International Directors Programme (INSEAD) and the IPSIS Institute in Zurich. She was part of the National Bank of Belgium from 1988 until 2018 and from 1999 she was member of the executive committee.
Offices with other companies at 31 December 2021 and during the five previous financial years:
member of the executive committee of the National Bank of Belgium•, member of the Bardof Directors and the Risk and Audit Committee of the MeDirect Group, Malta•, chairwoman of the Board of Directors of MeDirect Belgium, Chairwoman of the Renumeration and Compensation committee, member of the Risk and Compliance committee, member of the Audit committee.
Start of term of office: 20 May 2019 Start of term office with Nextensa: 19 July 2021
End of term of office: 15 May 2023 Number of Nextensa shares held: 0
Marcia De Wachter
(° 1953)

Independent director
Current function: CEO ING Luxembourg SA, 26 Place de la Gare, L-1616 Luxembourg.
Mrs Dierick holds a degree in civil engineering (specialisation construction) from the University of Ghent. She has worked in the banking sector for more than 30 years, mainly for ING, first in Belgium and since 2016 in Luxembourg, as CEO of ING Luxembourg SA.
Offices with other companies at 31 December 2021 and during the five previous financial years: ING Luxembourg SA, Pensioenfonds ING Luxembourg ASBL, ING Lease Luxembourg SA, Bourse de Luxembourg SA, ABBL, Erastys, ING België•, Record Bank•, Interhyp AG• en ING Contact Center•, Patronale Life NV.
Start of term of office: 20 May 2019 Start of term office with Nextensa: 19 July 2021 End of term of office: 15 May 2023 Number of Nextensa shares held: 0

Colette Dierick (° 1960)
Independent director via SOHO BV Chairwoman of the Audit Committee and member of the Nomination and Remuneration Committee
Current function:
CFO LIFE group, Mechelsesteenweg 271/ bus 2.1, 2018 Antwerp.
Mrs Hermans has a degree in applied economics and finance (University of Antwerp) and is a certified auditor. She also studied fiscal sciences (KUL/ Odisee). After her audit-experience at PWC, in 1998 she joined Mitiska (listed company specialising in retail) where she worked as CFO, before moving as CFO to the LIFE group (real estate company specialising in residential projects, student housing and co-working).
Offices with other companies at 31 December 2021 and during the five previous financial years:
SOHO BV, NOLITA BV, Life NV, Life.be NV, Lammp NV, Montevideo Assets NV, Himmos Living NV, HS Immo, Land for Life NV, Sunshine Invest NV, Fosbury and Sons BXL Forêt de Soignes NV, Fosbury and Sons Clarisse NV, Fosbury and Sons Montevideo NV, Fosbury and Sons NV, Life Stay Iberia SL•, Real NV•, FIVE POINTS BV•, MITISKA NV•, MITISKA REIM NV•, FBDT Helixir sas•, Intercora Property SRL•, Peppercorn 7 doo•, Peppercorn 8 doo•, OIY Czech sro•, OCHM Invest sro•, UZM Czech sro•, Golden Smile System SL•, Peppercorn 5 Sp zoo•, Peppercorn 6 Sp zoo• en Rent Polska Sp zoo•.
Start of term of office: 20 May 2019 Start of term office with Nextensa: 19 July 2021
End of term of office: 15 May 2023 Number of Nextensa shares held: 0
Sigrid Hermans

(° 1970)

Independent director via Starboard BV Member of the Nomination and
Remuneration Committee
Current function:
Director and shareholder of Starboard BV and Portside Property Investments BV, 't Serclaeslei 12, 2930 Brasschaat.
Mr Van Dyck has a degree in marketing (Antwerp - Karel de Grote Hogeschool) and followed an MBA at INSEAD (Fountainebleau) and the Advanced Leadership Programme at IMD (Lausanne). He has more than 35 years' experience in real estate (including as CEO of Cushman & Wakefield, Chairman of EMEA Capital Markets, CEO Redevco Belgium and CIO of Redevco Europe).
Offices with other companies at 31 December 2021 and during the five previous financial years: Triginta Real Estate, Orthogrow NV,
Redevco BV•, Arioso Investments Belgium NV, Arlimmo NV, Bengali NV, Redevco France Développement Eurl•, Redevco France Sasu•, V Prime Properties Korlátolt Felelösségü Társaság•, Immoca Wirtschaftsgütervermietungsgesellschaft m.b.H.•, Jotta
Wirtschaftsgütervermietungsgesellschaft m.b.H.•,
MITI Wirtschaftsgüter
Vermietungsgesellschaft m.b.H.•, Redevco France Services•, Redevco Holding France B.V.•, Redevco Holding France II B.V.•, Redevco Iroda Ingatlanhasznosító Korlátolt Felelösségü Társaság (Redevco Kft.)•, Redevco Liegenschaftsverwaltungs-GmbH•, Redevco MH77 Liegenschaftsverwaltungs-GmbH•, ARIOSO MH77 Liegenschaftsverwaltungs-GmbH•, Redevco Polska Delta Spolka Z Ograniczona Odpowiedzialnoscia•, Redevco Polska Spólka z ograniczona odpowiedzalnoscia•, Redevco Prime SPPICAV•, Redevco Retail Belgium Comm. V•.
Start of term of office: 16 May 2011 Start of term office with Nextensa: 19 July 2021 End of term of office: 16 May 2022 Number of Nextensa shares held: 0
Eric Van Dyck
(° 1962)
Changes in directors' offices during financial year 2021
The extraordinary general meeting of shareholders of the company of 19 July 2021 resolved to transform the Company into a public limited company with a collegial Board of Directors under the Code of Companies and Associations. The same meeting also resolved to dismiss the statutory manager Leasinvest Real Estate Management NV.
The company is currently managed by a Board of Directors consisting of the nine aforementioned directors.
Activity report of the Board of Directors
The Board of Directors strives to create sustainable value for the company, by determining its strategy, providing effective, responsible and ethical leadership and supervising its performance. In order to pursue this sustainable value creation effectively, the Board of Directors develops an inclusive approach that balances the legitimate interests and expectations of shareholders and other stakeholders.
As well as carrying out the aforementioned general activities, the Board of Directors of the statutory manager and, from 19 July 2021 of the Company, met nine times during the financial year 2021, to discuss, in essence, the following items:
geographical extension in Belgium, the Grand Duchy of Luxembourg and Austria, with the associated investments and divestments and important renovations and redevelopments, with particular attention to the further
- the further development of the company's strategy and its further elaboration of the ESG policy;
- monitoring of the debt and hedging ratios;
- optimisation of the corporate structure in Belgium and Luxembourg;
- discussion and analysis of budgets and outlook;
- derivatives;
- the impact of the COVID-19 pandemic on the company and a related action plan;
- the supervision of the policy and functioning of the effective management, besides supervising the functioning of the internal control systems;
• the renewal and re-negotiation of current bank credits and credit lines within the framework of the funding strategy and control of associated

At the end of the term of office of each director, an evaluation is made of the director concerned, taking account of his/her attendance at the meetings and engagement and constructive involvement in deliberations and decisions.
This evaluation procedure can lead to changes in the composition of the Board of Directors, proposals for the nomination of new directors or non-renomination of sitting directors.
CONSULTATIVE COMMITTEES
In accordance with Articles 7:98, 7:99 and 7:100 of the Code of Companies and Associations, the Board of Directors currently has two consultative committees that assist it in the execution of its responsibilities in accordance with the principles of Code 2020 and further explained in the Corporate Governance Charter.
The consultative committees have a purely advisory function. They are in charge of examining specific matters and formulating advice to the Board of Directors.
After notifying the chairman, each consultative committee may, as far as it considers it useful, appoint one or more external advisers or experts, at the company's expense, to support it in the exercise of its mission.
A meeting of a consultative committee can only be held validly if the majority of its members are present or represented and if at least half of its members are physically present. A member of a consultative committee who is prevented from attending a meeting may grant a special proxy to another member of this committee. A member of a consultative committee can only represent one other member of the committee.
The committees always endeavours to take decisions unanimously whenever possible. If for a particular decision no consensus can be reached, the decision is taken by simple majority of votes cast.
- the operational and financial reporting, among which drawing up the press releases and the annual and half-yearly financial reports;
- ESG policy;
- the business combination with Extensa;
- corporate governance (establishment of executive committee, remuneration, etc.).
The minutes of the meetings present a summary of the deliberations, specify the decisions taken and mention any reservations of certain directors. The minutes are held at the registered offices of the Company.
Majorities
Resolutions of the Board of Directors are validly passed with a simple majority of votes cast by directors present or duly represented. Resolutions may be passed by unanimous written agreements of the directors.
Evaluation
Once every five years, the Board of Directors assesses whether the chosen governance structure is still appropriate.
The evaluation of the composition and functioning of the Board of Directors and its consultative committees takes place every three years. If necessary, the advice of external professionals may be sought for this. Such an evaluation also takes into account the size of the Board of Directors, its composition and functioning and that of the consultative committees, and the interaction with the CEO and the executive committee if applicable, in order to check whether all important subjects are sufficiently prepared and discussed. The latest evaluation of the composition and functioning of the Board of Directors took place in the context of the business combination with Extensa Group.
Once a year the non-executive directors also evaluate relations between the Board of Directors on the one hand and the CEO and, if applicable, the executive committee on the other hand.

Audit Committee
The Audit Committee assists the Board of Directors in the fulfilment of its responsibilities regarding the monitoring with a view on control in its broadest sense, including the risks.
The audit committee sees to it that the company's financial reporting presents a truthful, sincere and clear view of the company's situation and prospects and checks in particular the annual and interim financial statements before they are published. The committee also checks to see that the company's accounting standards and valuation rules are correctly and consistently applied.
At least once a year the audit committee evaluates the internal control and risk management systems to ensure that the main risks (see 'Risk Factors' in this Annual Financial Report) have been properly identified, managed and disclosed.
The audit committee also evaluates and monitors the independence of the statutory auditor and makes recommendations regarding internal and external audits.
The audit committee also supervises the nature and extent of the statutory auditor's non-audit services.
The tasks of the audit committee are carried out in accordance with Article 7:99, §4 of the Code of Companies and Associations.
The oversight mission of the audit committee and the related reporting duty relates to the company and its subsidiaries.
The audit committee operated at the level of Leasinvest Real Estate Management NV until 19 July 2021 and was composed as follows:
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- Sigrid Hermans, chairwoman,
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- Piet Dejonghe, non-executive director,
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- Marcia De Wachter, independent director,
Since 19 July 2021 the audit committee has been composed as follows:
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- SoHo BV, permanently represented by Sigrid Hermans, chairwoman,
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- Piet Dejonghe, non-executive director,
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- Brain@Trust BV, permanently represented by Marcia De Wachter, independent director
All members of the audit committee have the collective competences as regards the activities of the company and Sigrid Hermans and Marcia De Wachter have the necessary expert knowledge in the area of accounting and audit thanks to their level of education and to their experience in the area.
The audit committee met four times during 2021. The agenda items discussed included the following:
- quarterly financial reporting;
- risk management, internal control and regulation;
- monitoring of the company's debt and hedge ratios.
Unless the audit committee decides otherwise, the CEO and the CFO have the right to attend meetings of the audit committee, as indeed they did in this past financial year.
Nomination and remuneration committee
The nomination and remuneration committee ensures that the nomination process is handled objectively and professionally and assists the Board with the remuneration of its members and those of the executive committee and makes recommendations regarding the remuneration policy, evaluates on a yearly basis the performance of the executive committee and the execution of the strategy of the company. The other tasks of this committee are defined in the Corporate Governance Charter (Article 3.3.2) and in Article 7:100, §5 of the Code of Companies and Associations.
The nomination and remuneration committee consists exclusively of nonexecutive directors and the majority of its members are independent directors, in accordance with Article 7:100 of the Code of Companies and Associations and provision 4.19 of Code 2020. The independent directors in this committee have the necessary expertise in the field of remuneration policy.
The nomination and remuneration committee operated at the level of Leasinvest Real Estate Management NV until 19 July 2021 and was composed as follows:
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- Jan Suykens, Chairman,
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- Eric Van Dyck, independent director,
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- Sigrid Hermans, independent director.
Since 19 July the nomination and remuneration committee has been composed as follows:
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- Jan Suykens, Chairman,
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- Starboard BV, permanently represented by Eric Van Dyck, independent director,
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- SoHo BV, permanently represented by Sigrid Hermans, independent director.
Unless the nomination and remuneration committee decides otherwise, the CEO is entitled to attend its meetings.
The nomination and remuneration committee met three times in 2021. The agenda items discussed included the following:
- the remuneration policy;
- the evaluation of the performances of the executive management and of the CEO in particular, on the basis of the agreed KPIs and targets;
- the composition of the Board of Directors and the Executive Committee.
Committee of independent directors
The committee of independent directors is composed of all independent directors on the Board of Directors.
The committee is chaired by one of its members, in principle, the member having most seniority in his/her function and intervenes in the situations defined in Article 7:97 of the Code of Companies and Associations.
The committee of independent directors met twice in 2021 to discuss the contribution of the shares in Leasinvest Real Estate Management and Extensa Group NV.
DAY-TO-DAY MANAGEMENT - EXECUTIVE COMMITTEE
Day-to-day management
From May 2018 to 19 Jul 2021, the day-to-day management was entrusted exclusively to Michel Van Geyte as sole managing director of Leasinvest Real Estate Management NV.
Since 19 July 2021 the day-to-day management of Nextensa NV has been exclusively entrusted to Michel Van Geyte as managing director of Nextensa NV.
Executive committee
During the financial year 2021 until 19 July 2021 the effective leadership and executive management consisted of two persons:
Michel Van Geyte (°1966) was recruited by Leasinvest Real Estate Management NV in August 2004 as Commercial Manager. From 2018 he was managing director of Leasinvest Real Estate Management NV and acted as its permanent representative. Since July 2019 he has been managing director of Nextensa NV. He is also the managing director or a director of various subsidiaries of Nextensa NV. He is currently also director of the
Michel Van Geyte (Chief Executive Officer) GVV/REIT Retail Estate NV and of the GVV/REIT Care Property Invest NV.
Tim Rens (Chief Financial Officer)
Tim Rens (°1981) has worked as CFO of the company since 1 May 2017. He is a company auditor and has over 12 years of experience in audit with Deloitte, of which four years as Senior Audit Manager, inter alia for BE-REITs. He is director of various Nextensa NV subsidiaries.
Both persons were appointed as effective managers in accordance with the legal provisions in force and with FSMA approval.
Until 19 July 2021 the effective management was in charge, under the supervision of the Board of Directors of Leasinvest Real Estate Management NV, of taking the necessary measures to comply with the rules on governance structure, organisation and internal control.
On 22 October 2021, following the renunciation of the BE-REIT status and the transformation of the company from a limited partnership by shares with a statutory manager into a public limited company with a collegial Board of Directors, the company's Board of Directors resolved to establish a committee called the executive committee which in essence is charged with deliberating on the general management of the company under the leadership of the CEO. The executive committee consists of the following persons:
Michel Van Geyte (Chief Executive Officer) See above for CV.
- Tim Rens (Chief Financial Officer), since 1 January 2022 via Montevini BV See above for CV.
- Olivier Vuylsteke (Chief Investment Officer), since 1 January 2022 via Wimas BV Olivier Vuylsteke (°1981) has been working at Nextensa since 12 June 2017, initially as Asset & Investment manager for the Belgian portfolio, and meanwhile as CIO. He is an architect by education and started in 2007 in the capital markets team at JLL (then King Sturge) and has been since his move to CBRE Global Investors in 2010, more than 12 years of experience in asset & investment management. He acts as director of various subsidiaries of Nextensa NV.
Peter De Durpel (Chief Operations Officer), via Durabel Consulting BV After studying civil engineering at the Royal Military Academy, Peter De Durpel (°1968) started his professional career with the Infrastructure Department of the Ministry of Defence. After that he spent 15 years with real estate consultants Bopro, holding various management positions. In 2015 Peter joined Extensa Group as COO and now holds the same position with Nextensa. He acts as director for various subsidiaries of Nextensa NV.
External representation
Until 19 July 2021 the statutory manager, Leasinvest Real Estate Management NV, represented the company in all judicial and extrajudicial affairs.
Since 19 July 2021 the Board of Directors represents the company vis-à-vis third parties and in law as plaintiff or defendant.
Diversity Policy
The principles of equal opportunities, diversity and inclusion are of essential importance to Nextensa and are anchored in the organisation's business rules and values, as reflected in its Code of Ethics and Corporate Governance Charter.
As regards diversity, the company applies the provisions of Article 7:86 of the Code of Companies and Associations regarding gender diversity at the level of the Board of Directors and the recommendations of Code 2020 in striving for diversity and complementarity in the profiles of its advisory and decisionmaking bodies.
Nextensa is convinced that respect for diversity within its bodies encompasses several facets, and consequently rather than focusing on any one particular aspect it pays constant attention to the necessary complementarity as regards skills, experience, personalities and profiles in the composition of those bodies, as well as the professional expertise and integrity required for the performance of these functions. The objective is put into practice by the Board of Directors and the nomination and remuneration committee by means of an evaluation of the existing and missing skills, knowledge and experience prior to the search for people with suitable profiles for each vacancy.
In this regard the Board of Directors sees to it that all management and consultative bodies are composed as optimally as possible of members from different age groups and with different kinds of experience and skills.
Nextensa is convinced that these principles of diversity are not exclusively confined to its governance bodies but must be applied throughout the organisation. Thus in addition to the required professional skills and the diversity criteria imposed by law, great attention is constantly paid to diversity in all its forms, in the selection of employees, so as to bring about a complementary team with a good spread in terms of gender, age, education, cultural background, etc. In order to promote diversity and inclusion in the workplace even more, measurable objectives have been developed to close the gender gap in management positions. In 2021 the ratio of male to female employees in the whole organisation stood at 53 to 47. The Board of Directors currently consists of six men and three women.
Integrity Policy
The integrity policy of the company forms an important part of its corporate governance. This policy encompasses various aspects, among them compliance with applicable laws and regulations, market abuse prevention measures, anticorruption and professional secrecy. The compliance officer is in charge of compliance with the company's integrity policy.
Internal control, independent control functions and risk management
INTERNAL CONTROL
Under the responsibility of the Board of Directors, the Company has adopted an internal control system in which it is supported by the auditor, the audit committee and an independent internal auditor.
The organisation of the internal control system in the Company originates from the COSO 2013 model.
The internal control comprises a set of means, activities, procedures and actions that are adapted to the specific characteristics of the Company and that contribute to controlling its activities, the efficiency of its operations and the efficient use of its resources, and allow it to adequately take into account important risks, whether they are operational or financial, or are related to compliance.
The internal control aims more specifically at:
- reliability and integrity of financial reporting;
- good and carefully organised management with well-defined targets;
- use of resources in an economically responsible and efficient way;
- establishing internal general policies, plans and procedures;
- compliance with laws and regulations.
In order to ensure that risk management and the control environment are dealt with in an efficient way, the Board of Directors and effective management/ executive committee have based their policy for these matters on international recommendations and good practices, and on the model of the three lines of defence:
- the first is that of the transactions;
- the second is that of functions that were created to ensure that control of the risks and compliance are followed up;
- the third is that of the independent guarantee of the internal audit.
These functions are adequately and independently exercised, taking into account the size of the company and its resources, as described below.
As regards the functions introduced to ensure that risk control and compliance are monitored, the Chief Financial Officer (risk control) and the Corporate Legal Counsel (compliance) play the key roles and also report to the audit committee and the Board of Directors. As regards the third line of defence referred to above, the company has an appropriate independent internal audit function. The person responsible for the internal audit function is charged with the independent and permanent evaluation of the activities of the company and also examines the quality and effectiveness of existing procedures and methods of internal control.
In view of the importance of this function, it is entrusted directly to the CEO, who is assisted in this function by BDO Bedrijfsrevisoren as external consultant, represented by Christophe Quiévreux. After approval by the audit committee, a plan is developed, with business cycles that are examined by the internal auditor. The internal auditor reports his findings directly to the audit committee.
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RISK FACTORS
The main risks to which the company is exposed (as recorded in the chapter "Risk Factors" of this annual report) are assessed regularly, and at least once per quarter. The necessary procedures have been adopted to identify and monitor these risks, and to prevent their realisation, and/or to estimate, limit, control and follow up on their potential impact.
This evaluation is carried out within the audit committee - at least four times a year (e.g. analysis of possible deviations from the budget/outlook, hedging policy) as well as by the Board of Directors and by the person responsible for the risk management function.
The risk factors to which the company is subject were also identified in the prospectus drawn up in the context of the business combination with Extensa. For more information on this we refer to www.nextensa.eu - investor relations - prospectus.

INTRODUCTION
The remuneration report has been drawn up in accordance with Article 3:6, §3 of the Code of Companies and Associations and Code 2020.
This report sets out the main principles of the company's remuneration policy and the manner in which they were applied over the past year.
The company's remuneration policy was approved by the ordinary general meeting of shareholders of 17 May 2021, effective 1 January 2021. This policy had been drawn up for the company as a regulated real estate company and took account of its legal form (limited partnership by shares) and governance structure (sole manager). Although this policy already covered the directors of the statutory manager and the effective management from a "look through" perspective, it had to be adapted in the context of the business combination with Extensa to the new governance structure. The extraordinary general meeting of shareholders of the company of 29 November 2021 therefore approved a new remuneration policy which has been applicable since 1 September 2021. The current remuneration policy can be consulted on www. nextensa.eu.
This remuneration report contains information on the remuneration of the statutory manager, the Board of Directors of the statutory manager, the Board of Directors of the company, the members of the executive management of the statutory manager and the members of the executive committee of the company.
Financial year 2021 was the year of the big change for Leasinvest and Extensa, with both companies being absorbed into Nextensa. In the first half of 2021 we still spoke of Leasinvest Real Estate as a public regulated real estate company or "BE-REIT". On 19 July the BE-REIT status was renounced and from the business combination with Extensa Group, Nextensa arose as a mixed real estate investor and developer with a focus on Belgium, Luxembourg and Austria. Taking account of the additional meetings of the Board of Directors and of its committees that were organised around the business combination with Extensa Group, in 2021 a large amount of attendance fees were paid to directors of the company.
REMUNERATION OF THE STATUTORY MANAGER
Leasinvest Real Estate Comm VA was managed by a statutory manager until 19 July 2021. The former Articles of Association of Leasinvest Real Estate Comm VA described the remuneration of this statutory manager. As well as being entitled to reimbursement of all expenses directly linked to the management of the company, the statutory manager also received a statutory fixed-rate remuneration of 0.415% of the consolidated assets of the company.
Following the contribution by Ackermans & Van Haaren of the shares in Leasinvest Real Estate Management NV within the company and its transformation into a public limited company with a collegial Board of Directors, the statutory manager's mandate was terminated on 19 July 2021.
In the context of this contribution the contributor and the company agreed that the remuneration of the statutory manager would be settled as a result of the termination of its mandate with the agreed closing date of 30 June 2021, irrespective of the exact date on which the mandate of LREM as statutory manager was terminated.
The statutory manager's remuneration for the period 1 January to 30 June 2021 amounted to €2,552,308. No other remuneration was granted to the statutory manager in this period.
REMUNERATION OF THE DIRECTORS OF THE STATUTORY MANAGER
Until the transformation of the company into a public limited company, only the independent directors of the statutory manager were remunerated by the company for their mandates.
The independent directors received a fixed, yearly basic remuneration as well as attendance fees for each attendance to a meeting of the board or of a committee. They received no other financial benefits.
The remuneration granted to the independent directors was determined as follows:
- Basic remuneration for the independent directors: €20,000 p.a.
- Additional remuneration for members of the audit committee, the nomination and remuneration committee and the committee of independent directors: €4,000 p.a.
- An attendance fee for each attendance of a meeting of the Board of Directors, the nomination and remuneration committee, the audit committee or the committee of independent directors: €2,500
The other non-executive directors of the statutory manager could be granted a fixed annual remuneration and/or attendance fees on the conditions determined by the Board of Directors at the proposal of the nomination and remuneration committee, as was done in the case of Mr Jean-Louis Appelmans.
REMUNERATION OF THE DIRECTORS OF THE COMPANY
Since the transformation of the company into a public limited company with a collegial Board of Directors, all non-executive directors are paid for their mandate, in accordance with the resolution of the extraordinary general meeting of shareholders:
• Additional remuneration for the chairman of the Board of Directors:
- Basic remuneration for non-executive directors: €22,000 p.a.
- €23,000 p.a.
- Additional remuneration for members of the audit committee and the nomination and remuneration committee: €4,000 p.a.
- Additional remuneration for the chairman of the audit committee: €4,000 p.a.
- Attendance fee for each attendance of a meeting of the Board of Directors, €2,500
the audit committee or the nomination and remuneration committee:
All members of the Board of Directors are covered by a directors' civil liability policy ("D&O Insurance") for which the premium is paid by the Company. Non-executive directors do not receive any other benefits. They receive no performance-related remuneration such as bonuses or stock options and no benefits in kind or related to pension schemes. They are however reimbursed for normal justified disbursements and costs that they can show have been incurred in the performance of their office.
Executive directors receive no remuneration for the performance of their directors' mandate in Nextensa.
This table shows the remuneration to which each director is entitled for the performance of his/her office in financial year 2021. This remuneration will be paid, after the approval of the accounts by the general meeting scheduled for 16 May 2022.
OVERVIEW OF THE REMUNERATION OF THE DIRECTORS OF THE STATUTORY MANAGER AND THE DIRECTORS OF THE COMPANY IN 2021
| Fixed remuneration | Attendance | Attendance fees | remuneration (excl. VAT) |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director | Member AC Member BRC | Member CID | Board of Directors |
AC | BRC | CID | BoD | Committees | |||
| Jan Suykens | 22.500 | - | 2.000 | - | 9/10 | - | 3/3 | - | 15.000 | 5.000 | 44.500 |
| Piet Dejonghe | 11.000 | 2.000 | - | - | 9/10 | 4/4 | - | - | 15.000 | 5.000 | 33.000 |
| Wim Aurousseau | 21.000 | - | - | - | 8/10 | - | - | - | 20.000 | - | 41.000 |
| Dirk Adriaenssen | 21.000 | - | - | 4.000 | 10/10 | - | - | 2/2 | 25.000 | 5.000 | 55.000 |
| Jean-Louis Appelmans (from 19 July 2021 via Granvelle Consultants & Co BV) |
21.000 | 14.000* | - | - | 9/10 | - | - | - | 22.500 | - | 57.500 |
| Marcia De Wachter (from 19 July 2021 via Brain@Trust BV) |
21.000 | 4.000 | - | 4.000 | 10/10 | 4/4 | - | 2/2 | 25.000 | 15.000 | 69.000 |
| Colette Dierick | 21.000 | - | - | 4.000 | 10/10 | - | - | 2/2 | 25.000 | 5.000 | 55.000 |
| Sigrid Hermans (from 19 July 2021 via SoHo BV) |
21.000 | 6.000 | 4.000 | 4.000 | 9/10 | 4/4 | 3/3 | 2/2 | 22.500 | 22.500 | 80.000 |
| Eric Van Dyck (from 19 July 2021 via Starboard BV) |
21.000 | - | 4.000 | 4.000 | 10/10 | - | 3/3 | 2/2 | 25.000 | 12.500 | 66.500 |
| Michel Van Geyte | - | - | - | - | 10/10 | - | - | - | - | - | - |
TOTAL 501.500
* Remuneration as permanent guest of the audit committee.
Variable remuneration
Variable remuneration is granted to members of the executive committee and is established on a discretionary basis by the Board of Directors.
The amount of variable remuneration is related to annual objectives and is established in the light of the actual achievement of quantifiable criteria (which weigh 80% in the setting of this remuneration) and qualitative criteria (which weigh 20%).
The annual objectives are aligned with the company's strategy. The Board of Directors avoids setting criteria that might encourage the CEO and other members of the executive committee to give priority to short-term objectives that may influence their variable remuneration but may have a negative effect on the company in the medium and long term.
The percentage of variable remuneration may vary from year to year. For the CEO it is capped at 50% and for other members of the executive committee at 40% of annual fixed remuneration.
The main objectives that were considered when granting the variable remuneration for 2021 to the members of the Executive Committee were, in addition to largely achieving the financial figures, also successfully realising the merger between Leasinvest and Extensa, starting the integration of both groups with their employees and procedures, continuing to determine and realise certain ESG criteria, stimulating the application of new innovative techniques to make the portfolio more sustainable, and stimulating social initiatives towards the environment.
Stock options
The company's remuneration policy provides that a stock option plan may be granted to the CEO and other members of the executive committee as a long-term incentive. The purpose of the stock option plan is to reward its beneficiaries for their contribution to long-term value creation. The granting of stock options is not tied to pre-established and objectively measurable performance criteria. The Board of Directors decides on the granting of stock options to the members of the executive committee on the recommendation of the nomination and remuneration committee. The award is made in the context of the stock option plan approved by the Board of Directors in October 2021.
REMUNERATION OF THE CEO AND THE OTHER MEMBERS OF THE EXECUTIVE COMMITTEE
The remuneration of the CEO and the other members of the company's executive committee consists of four components: (i) fixed remuneration, (ii) variable remuneration (STI or short-term incentive), (iii) stock options (LTI or long-term incentive) and (iv) insurance and other benefits.
The Board of Directors determines the remuneration of the other members of the executive committee, at the proposal of the nomination and remuneration committee. This remuneration is determined with a view to attracting, motivating and retaining the members of the executive committee, taking into account the size of the company and the individual responsibilities that each member of the executive committee is expected to fulfil, the relevant experience and skills required and the length of service. The analysis of the remuneration of the members of the executive committee by the nomination and remuneration committee is accompanied by benchmarking of other listed and non-listed real estate companies and other non-real estate companies of similar size and importance.
These components are assessed annually by the nomination and remuneration committee and benchmarked with market practices. The company strives to reach a motivating combination between a fixed remuneration in line with market practices and short- and long-term incentives at the level of the variable remuneration.
In view of the considerable changes that the company has undergone in terms of both size and activities during the financial year last ended and the expansion of the executive management, at the end of 2021 an analysis was carried out of the remuneration of members of the executive committee. Based on this analysis the Board of Directors, at the proposal of the nomination and remuneration committee, resolved to increase the fixed remuneration of members of the executive committee.
Fixed remuneration
The fixed remuneration, which is indexed annually based on the health index.
The main features of the stock option plan are: (i) the stock options are offered free of charge to beneficiaries; (ii) each option accepted gives the beneficiary the right to subscribe to one share of the Company with the same rights as the other, existing shares of the Company; (iii) the exercise price is established at the time of offering and is equal to the lower of the average closing price of the shares of the Company during the thirty calendar days prior to the date of the offer and the last closing price prior to the date of the offer; (iv) the stock options are not exercisable for a period of three calendar years following the year in which the offer is made (except in the case of death or reaching the legally pensionable age), or after eight years have elapsed from the date of the offer; and (v) the stock options are not transferable except mortis causa. The option plan is in accordance with the provisions of the law of 26 March 1999.
Based on this stock option plan, on 29 November 2021 the Board of Directors offered 65,000 stock options to members of the company's executive committee, with the following characteristics:
Insurance and other benefits
The CEO has been covered by group insurance of the fixed contribution type (supplementary pension) since financial year 2021. Similar group insurance was also granted during financial year 2021 to members of the executive management working under an employment contract, namely Olivier Vuylsteke and Tim Rens.
Other benefits comprise the traditional benefits such as a company car, smartphone, laptop computer, tablet and hospitalisation insurance. Premiums for the hospitalisation insurance are paid by the company in full. In financial year 2010 these benefits were granted only to members of the executive management working under employment contracts, namely Olivier Vuylsteke and Tim Rens.
Claw-back provisions
The agreements with the members of the executive committee provide the right of the company to reclaim any variable remuneration granted on the basis of inaccurate financial data.
During the past financial year, no use needed to be made of this claw-back mechanism.
For the financial year 2021, the following remuneration was provided on an individual basis to the CEO and the other members of the executive management:
| Number of options offered and accepted |
Date of offer | Exercise price |
Exercise periode |
|
|---|---|---|---|---|
| Michel Van Geyte | 30,000 | 29/11/2021 | €71.50 | 01/01/2025- 29/11/2027 |
| Tim Rens | 10,000 | 29/11/2021 | €71.50 | 01/01/2025- 29/11/2027 |
| Olivier Vuylsteke | 10,000 | 29/11/2021 | €71.50 | 01/01/2025- 29/11/2027 |
| Peter De Durpel | 0* | 29/11/2021 | €71.50 | 01/01/2025- 29/11/2027 |
* The 15,000 stock options offered on 29 November 2021 were not accepted.
EMPLOYEE REMUNERATION
The Board of Directors has charged the nomination and remuneration committee with examining and approving the proposals made annually by the CEO regarding the fixed and variable remuneration of the employees of the company, depending on the annual evaluation by the CEO of the responsibilities and experience of each of them.
The variable remuneration of the employees is linked to their individual objectives.
The ratio of the CEO's fixed remuneration to the lowest employee wage, expressed on a FTE basis, is 7.6 to 1.
JAARLIJKSE EVOLUTIE VAN DE GLOBALE VERGOEDING (IN %) (4)
| in € | Basic remuneration |
Other benefits(1) | Variable remuneration |
Group insurance |
Total remuneration |
Ratio fixed to variable remuneration |
|---|---|---|---|---|---|---|
| CEO | ||||||
| Financial year 2021 343,000 | N/A | 100,000 | 25,883.95 | 468,883.95 | 77.5% vs 22.5% | |
| Financial year 2020 302,994 | N/A | 200,000 | N/A | 502.994 | 60% vs 40% | |
| Financial year 2019 272,994(2) | N/A | 250,000 | N/A | 522.994 |
Other members of the executive management
| Financial year 2021(3) 526,853.52 | 32,316.27 | 140,000 | 20,186.88 | 719,356.67 | 79% vs 21% |
|---|---|---|---|---|---|
| Financial year 2020 126,519 | 10,415 | 35,000 | 11,387 | 183,321 | 81% vs 19% |
| Financial year 2019 118,647 | 10,415 | 35,000 | 9,206 | 173,268 |
(1) Other benefits include the traditional benefits in kind - amongst which a company car, a smartphone, a tablet computer and hospitalisation insurance. (2) The company's annual financial report for 2019 erroneously reported the fixed remuneration for 2019 as €425,004, which also lead to the total remuneration of the CEO being incorrectly reported (€675,004), whereas in fact the total remuneration of the CEO for the financial year 2019 amounted to €522,994 (€272,994 + €250,000). (3) Remuneration of Tim Rens, Olivier Vuylsteke and Peter De Durpel (Durabel Consulting BV) for the whole financial year 2021.
| 2017 vs 2016 |
2018 vs 2017 |
2019 vs 2018 |
2020 vs 2019 |
2021 vs 2020 |
|
|---|---|---|---|---|---|
| Remuneration of Leasinvest Real Estate Management as statutory manager (to 30 June 2021) |
+4% | +5% | +13% | +5% | -50% |
| Share-based remuneration of non-executive directors (5) | |||||
| 1. Jan Suykens | N/A | N/A | N/A | N/A | +100% |
| 2. Piet Dejonghe | N/A | N/A | N/A | N/A | +100% |
| 3. Wim Aurousseau | N/A | N/A | N/A | N/A | +100% |
| 4. Dirk Adriaenssen (appointed on 22/05/2018) | N/A | N/A | +44% | -18% | +39% |
| 5. Jean-Louis Appelmans / Granvelle Consultants & C° BV (since 20 May 2019, remunerated mandate as non-executive director) |
N/A | N/A | N/A | +66% | +12% |
| 6. Marcia De Wachter / Brain@Trust BV (appointed 20 May 2019) |
N/A | N/A | N/A | +48% | +29% |
| 7. Colette Dierick (appointed 20 May 2019) | N/A | N/A | N/A | +53% | +39% |
| 8. Sigrid Hermans / SoHo BV (appointed 20 May 2019) |
N/A | N/A | N/A | +42% | +33% |
| 9. Eric Van Dyck / Starboard BV | +19% | +0% | +46% | +0% | +37% |
| Total remuneration of the CEO (6) (since 15 May 2017 CO-CEO and since 22 May 2018, CEO) |
N/A | +10% | +2% | -4% | -12% |
| Total average remuneration of the other members of the executive management (7) |
N/A | N/A | N/A | +5% | +309% |
| Total average remuneration of the employees based on FTE (8) |
-4% | +12% | -18% | +2% | +15% (9) |
| 5. Jean-Louis Appelmans / Granvelle Consultants & C° BV (since 20 May 2019, remunerated mandate as non-executive director) |
|
|---|---|
| 6. Marcia De Wachter / Brain@Trust BV (appointed | |
| 8. Sigrid Hermans / SoHo BV | |
| Total remuneration of the CEO (6) (since 15 May 2017 CO-CEO and since 22 May 2018, CEO) |
|
| Total average remuneration of the other | |
| Total average remuneration of the employees |
(4) This table contains no information on the development of the company's performance, since during financial year 2021 the real estate portfolio and activities of the company changed to such an extent that comparison with previous financial years is not possible.
(5) From the date of appointment as a non-executive director of Leasinvest Real Estate Management NV. (6) Michel Van Geyte & Midhan BV.
(7) Only other members of the executive management within the company since financial year 2019. Since financial year 2021: executive committee consisting of three members (as well as the CEO). (8) The remuneration comprises the gross salary (incl. double holiday pay and 13th month), group and hospital insurance, laptop, mobile phone, company car, fuel card, performance bonus, luncheon vouchers, fixed fees. (9) In establishing total remuneration of employees in 2021 account was taken of the total remuneration of employees of Extensa group for the whole financial year 2021.

ARTICLE 7:96 CODE OF COMPANIES AND ASSOCIATIONS
In accordance with Article 7:96 of the Code of Companies and Associations, a director, if he/she has a direct or indirect interest of a patrimonial nature, which is contrary to the interest of the company as regards a decision or transaction that falls within the competence of the Board of Directors, must inform the other directors before the Board of Directors takes a decision. His statement and explanation of the nature of this conflict of interest shall be recorded in the minutes of the meeting of the Board of Directors taking the decision. The Board of Directors may not delegate this decision. The Board of Directors shall record in the minutes the nature of the decision or operation and its patrimonial consequences for the company and justify the decision taken. This section of the minutes shall be reproduced in full in the annual report.
The company's auditor must be informed. The director with a conflict of interest may not participate in the deliberations of the Board of Directors on such operations or decisions, nor in the vote in that regard.
The Board of Directors declares that, to its knowledge, the following situations of conflicts of interest as defined by Article 7:96 of the Code of Companies and Associations arose during the past financial year:
- Meeting of the Board of Directors of the statutory manager of 16 June 2021 on the business combination with Extensa Group NV:
Before opening deliberations on the agenda, the chairman pointed out, pursuant to Article 657 in conjunction with Article 523 of the Company Code and Article 7:96 of the Code of Companies and Associations, that the Manager had a personal interest of a patrimonial nature in the proposed contribution in kind by Ackermans & van Haaren (AvH) of the shares in the Manager to the capital of the Company (the LREM contribution) (see point 3.8) which is in conflict with the interests of the Company. The LREM contribution – and the preceding transformation of the Company into a public limited company with a collegial Board of Directors under the Code of Companies and Associations (the Transformation) and the associated insourcing of the Company's management (Insourcing) (see hereunder) – leads to the discontinuation of its mandate and therefore of its remuneration as statutory manager of the Company (see Article 15 of the Company's current Articles of Association). For this reason the decision on the LREM contribution will be submitted in its entirety to the extraordinary general meeting of shareholders of the Company (the EGM), which will also be asked to approve the contribution agreement on the LREM contribution.
The minutes of this extraordinary general meeting of shareholders can be found under www.nextensa.eu – investor relations – general meetings of shareholders.
- Meeting of the Board of Directors of the company of 22 October 2021 on the remuneration of the managing director:
Michel Van Geyte declares, in accordance with Article 7:96 of the Code of Companies and Associations, having an interest of a patrimonial nature that is potentially in conflict with the interests of the Company in the context of the proposed approval of the terms of his service agreements (agenda item 6). Insofar as necessary Michel Van Geyte also refers to the proposed approval of the adjusted remuneration policy (agenda item 3), which also encompassed the policy regarding the CEO's remuneration and the stock option plan (agenda point 4), of which he is a potential beneficiary. The adapted remuneration policy, including the stock option plan, will be submitted to the general meeting of shareholders for approval.
Agenda Item 3: Approval of the adapted remuneration policy
Taking account of the declaration by Michel Van Geyte, the Board of Directors establishes that the proposed changes to the remuneration policy as they affect the CEO are in line with the market. The Board of Directors considers that the granting of stock options constitutes justified remuneration and an important means of retaining Mr Van Geyte as CEO (particularly in view of the three-year vesting period involved). The granting of stock options to the CEO will have no significant impact on the financial position of the Company, except for the opportunity cost of the resources that will be used to buy back own shares with which to cover the exercise of the stock options. The Board of Directors shares the opinion of the nomination and remuneration committee that the proposed changes to the remuneration policy, including the potential granting of stock options, are justified and reasonable.
After formulating some remarks that will be taken into account in the final version, the Board of Directors resolves to approve the proposed remuneration policy and to submit it in accordance with Article 7:89/1 §3 of the Code of Companies and Associations to the next general meeting of shareholders of the Company for approval
Agenda Item 4: Approval of stock option plan
The proposed stock option plan is included as annex 2 in the Board documents.
On the advice of the nomination and remuneration committee it was decided to make
- an initial grant of maximum 30,000 options on existing shares of the Company to the CEO and
- subject to formal resolution by the Board of Directors in its meeting to be held after the next general meeting of shareholders of the Company (agenda item 9), an initial grant of maximum 55,000 options on existing shares of the Company to the other members of the executive committee collectively.
It is also provided that the board of directors may grant additional stock options under the plan to selected employees of the Company and its subsidiaries. The main features of the stock option plan are: (i) the stock options will be offered free of charge to the beneficiaries; (ii) each option accepted will give the beneficiary the right to subscribe to one share of the Company with the same rights as the other, existing shares of the Company; (iii) the exercise price is established at the time of offering and is equal to the lower of the average closing price of the shares of the Company during the thirty calendar days prior to the date of the offer or the last closing price prior to the date of the offer; (iv) the stock options are not exercisable for a period of three calendar years following the year in which the offer is made (except in the case of death or reaching the legally pensionable age), or after eight years have elapsed from the date of the offer; and (v) the stock options are not transferable except in the event of death.. The option plan is in accordance with the provisions of the law of 26 March 1999.
As regards the application of the conflict of interest procedure the Board of Directors refers to the section included in the context of the approval of the proposed remuneration policy, which also deals with the proposed stock option plan (agenda item 3).
The Board of Directors resolves to approve the proposed stock option plan.
Agenda Item 6: Approval of contractual terms of the Executive Committee
The Board of Directors establishes that the contractual terms proposed to Michel Van Geyte are in line with the market and furthermore in line with the past (with the exception of the stock option plan, which had already been extensively explained and discussed). The Board of Directors establishes that the notice period had been revised to 12 months and therefore does not need to be submitted to the general meeting of shareholders for approval. For the financial consequences the Board of Directors refers to the remuneration policy, which described the various components of the remuneration package and to the summary in annex 3 to the Board papers, as further explained during the meeting by the Chairman. This encompasses remuneration for the performance of day-to-day management (as CEO), for chairmanship of the executive committee, for additional mandates in group companies in which the Company has a participation or associates and for consultancy services provided through Midhan BV.
The Board of Directors resolves to approve the proposal of the nomination and remuneration committee regarding the remuneration of the CEO and the contractual terms submitted to it and to grant power of attorney to the chairman of the Board of Directors to finalise and sign the agreement(s) with Michel Van Geyte on that basis.
ARTICLE 7:97 OF THE CODE OF COMPANIES AND ASSOCIATIONS
Where a listed company intends to carry out a transaction with a related company (subject to certain exceptions), Article 7:97 of the Code of Companies and Associations requires the establishment of an ad hoc committee of three independent directors, assisted by one or more independent experts if it considers this necessary; this committee must issue a reasoned opinion on the proposed transaction to the Board of Directors, which may take its decision only after taking note of this opinion. The auditor shall draw up a report on the veracity of the information contained in the opinion of the committee and in the minutes of the Board of Directors. The Board of Directors shall state in its minutes whether the procedure described above has been complied with and, if applicable, on what grounds the opinion of the committee is deviated from. The decision of the committee, an extract from the minutes of the meeting of the Board of Directors and the opinion of the auditor are included in a press release which is published as soon as the decision is taken or the transaction undertaken.
Since Ackermans & van Haaren controls Nextensa NV in the meaning of the Code of Companies and Associations and is a related party in the meaning of the international standards for annual accounts approved in accordance with Regulation (EC) No 1606/2002, the conflict of interests procedure of Article 657 in conjunction with Article 524 of the Companies Code and Article 7:97 of the Code of Companies and Associations was applied in light of governance considerations to the contributions of the shares in Leasinvest Real Estate Management and Extensa Group NV. For more information on this we refer to the press release of 18 June 2021.
ARTICLE 37 OF THE SIR/GVV/BE-REIT LAW
During the past financial year no notifications had to be made to the FSMA in the context of Article 37 of the SIR/GVV/BE-REIT law.
Article 37 of the SIR/GVV/BE-REIT law provides the obligation to make a preliminary notification to the FSMA when in a transaction with a public SIR/ GVV/BE-REIT or one of its subsidiaries, certain persons summarised in the Article act directly or indirectly as counterparty or derive any patrimonial benefit from the transaction. In its notification to the FSMA the company has to demonstrate the interest of the planned transaction for the company, and also that the planned transaction fits within the normal course of the company's business strategy.
CONFLICT OF INTERESTS PROCEDURE IN CORPORATE GOVERNANCE CHARTER
In its Corporate Governance Charter, the company has also provided a policy with regard to transactions with a director that do not fall under Article 7:96 of the Code of Companies and Associations.
Such a conflict of interest other than in the meaning of Article 7:96 of the Code of Companies and Associations exists in the event that (1) a person closely associated with the director has an interest of a patrimonial nature that is in conflict with a decision or transaction of the company or (2) a nongroup company in which the director or a closely related person performs a board or management function has an interest of a patrimonial nature that is in conflict with a decision or transaction of the Company, unless this decision or transaction (i) gives rise to a conflict of interest in the meaning of Article 7:96 or 7:97 of the Code of Companies and Associations or (ii) concerns a customary transaction on normal market terms.
Where a director is involved in a conflict of interest other than in the meaning of Article 7:96 of the Code of Companies and Associations in relation to a matter which falls within the competence of the Board of Directors and on which it is required to take a decision, the director concerned shall inform the other members of the Board of Directors in advance. They then decide whether or not the director concerned should abstain from voting on the matter to which the conflict of interest relates. However, the director concerned may participate in the deliberations in such a case.
In particular, the Corporate Governance Charter draws directors' attention to conflicts of interest that may arise between the company, its directors, its major or controlling shareholder(s) and other shareholders.
A director proposed by an important or controlling shareholder must ensure that the interests and intentions of this shareholder are sufficiently clear and are made known to the Board of Directors in a timely manner.
The Board of Directors acts in such a way as to avoid a conflict of interest or the perception of such conflict whenever possible. Where there is a substantial conflict of interest, the Board of Directors carefully considers communicating as soon as possible about the procedure followed, the main considerations and the conclusions.
Where relevant, these provisions provided for in the Corporate Governance Charter also apply to members of the executive committee.
In the past financial year, this policy provided for in the Corporate Governance Charter did not have to be applied.
RULES WITH REGARD TO CONFIDENTIALITY
The Corporate Governance charter further details the confidentiality expected of directors with regard to information obtained in the performance of their office. The dealing code covers the confidentiality required in the case of insider or privileged information. The company's Integrity Code deals more specifically with the professional secrecy to which both members of the corporate bodies and members of staff are held within the framework of their functions.


During the past financial year, no specific research and development activities were carried out either by the company or by the companies that are part of its consolidation scope.
CODE OF CONDUCT FOR FINANCIAL TRANSACTIONS
The Board of Directors has published its policy regarding the prevention of market abuse in its Dealing Code (www.nextensa.eu).
A procedure has been developed regarding transactions in financial instruments of Nextensa carried out by directors, members of the executive committee or personnel. During the past financial year this procedure was not applied.
R ELEVANT INFORMATION IN ACCORDANCE WITH 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.
STRUCTURE OF THE CAPITAL
The company is a Belgian naamloze vennootschap or société anonyme (public limited company). Its capital is divided into 10,002,102 shares with voting rights, each of which represents an equal part of the capital.
SHAREHOLDER STRUCTURE
For the transparency notifications we refer to Nextensa Share on page p 157.
LEGAL OR STATUTORY LIMITATIONS ON THE TRANSFER OF SECURITIES
There are no legal or statutory limitations on the transfer of securities.
LEGAL OR STATUTORY LIMITATIONS ON THE EXERCISE OF VOTING RIGHTS
Each share with voting rights confers the right to one vote in the general meeting of shareholders. In accordance with Article 7:53 of the Code of Companies and Associations, fully paid up shares that have been registered in share register in the name of the same shareholder for at least two years without interruption confer a double voting right. The two-year term starts on the date on which the shares are registered nominatively in the share register. Nextensa NV uses the LIFO (last in, first out) method to calculate the period of two successive years. For a given nominative shareholder the shares last acquired will be the first to be deducted from his or her global holding of nominative shares in the event of subsequent transfer or dematerialisation, unless the request for dematerialisation or the transfer documentation explicitly stipulates otherwise.
No other securities granting voting rights have been issued. There are no legal and statutory limitations on the execution of the voting rights.
EMPLOYEE STOCK OPTION PLAN
In October 2021 the company's Board of Directors approved a stock option plan for members of the executive committee. This stock option plan provides the possibility for the Board of Directors to also allocate stock options to selected employees.
Each option accepted under this stock option plan entitles the beneficiary to subscribe to one share of the company with the same rights as the existing shares of the company.
SHAREHOLDER'S AGREEMENTS
No shareholder's agreements have been entered into.
POWERS OF THE MANAGING BODY, PARTICULARLY WITH REGARD TO THE POSSIBILITY OF ISSUING OR BUYING BACK SHARES
As for the power granted to the Board of Directors to issue shares, we refer to Article 6 of the company's Articles of Association.
As for the power granted to the Board of Directors to proceed to acquire (or sell) the company's own securities, we refer to Article 11 of the company's Articles of Association.
RULES FOR NOMINATING AND REPLACING MEMBERS OF THE MANAGEMENT BODY AND FOR AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE ISSUER
The procedure applied for the (re-)nomination of a director is detailed in the Corporate Governance Charter (Article 2.1.4).
As to the existing agreements regarding the composition of the Board of Directors and the majority rules in force within the Board of Directors, we refer to pages 93 ff.
The general meeting of shareholders of the company can validly deliberate and decide upon an amendment to the Articles of Association only if shareholders in attendance or duly represented represent at least half of the registered capital, without prejudice to any more stringent legal provision that might apply.
An amendment to the Articles of Association is adopted only if at least three quarters of the votes attached to the shares present or represented are cast in favour, without prejudice to any more stringent legal provision that might apply.
IMPORTANT AGREEMENTS TO WHICH THE ISSUER IS PARTY THAT COME INTO EFFECT, UNDERGO AMENDMENT OR COME TO AN END IN THE EVENT OF A CHANGE OF CONTROL OF THE ISSUER FOLLOWING A PUBLIC TAKEOVER BID
It is customary to incorporate a "Change of control" clause in financing agreements allowing the bank to demand repayment of the loan if a change of control over the company has a material adverse effect on the company. The following banks incorporated such a clause relating to a change in control: ING Belgium NV, ING Luxembourg SA, KBC Bank, BNP Paribas Fortis, Belfius Bank and Argenta Spaarbank. This clause is also present in the commercial paper programme (also called "short and medium treasury notes programme") concluded by the company on 22 September 2021 for €250 million.
Besides this, the agreement relating to the private placement of bonds issued on 20 November 2019 contains a similar clause entitling the investors concerned in certain circumstances to demand early repayment in the event of a change of control.
AGREEMENTS BETWEEN THE COMPANY AND ITS DIRECTORS OR EMPLOYEES PROVIDING FOR SEVERANCE PAYMENTS IN THE EVENT OF A TAKEOVER BID
No agreements have been made between the company and its directors or employees providing for compensation in the event that, following a public takeover bid, directors resign or are dismissed without valid reason, or employees' employment is terminated.

CORPORATE SOCIAL RESPONSIBILITY - ESG POLICY
Nextensa's strategy is unconditionally ESG driven and well reflected in its tagline 'Places You Prefer' :
Excelling in sustainable urban real estate investments and developments by creating places our clients prefer to live, work, shop, relax.
The purpose is to create preferred places that are climate adaptive by location and through technological innovation, have a positive societal impact on the neighbourhood and urban fabric and incite to co-create through partnerships in both B2B and B2C environments.
This mission will be executed following a very clear ESG vision throughout all core activities which are acquisition & investments, developments & project management, and asset & property management.
Acquisitions & Investments
Besides the financial criteria, all new opportunities are to be assessed against the below criteria:
- focus on selective European cities
- active search for large scale sites enhancing leverage on positive impact to the urban fabric
- priority to mix use potential promoting sustainable community building
- preference for upcycling existing structures
- embracing smart mobility
The current portfolio will be internally assessed in 2022 to decide about the right options (divestments, new investments) and actions (improvement plans) for the near future in order to increase the sustainability performances of the portfolio in the most efficient way.
Developments & Project Management
All developments will be certified against BREEAM, DGNB and/or WELL schemes, aiming for the highest possible rating by focusing on:
• CO2 neutrality: with a GRI compliant life cycle approach as a base principle
• energy: reduction (building skin), exchange (mixed use) and renewable
• circular economy in construction: structure reuse, upcycled and responsibly
- healthy buildings: for the well-being of all clients
- (locally if possible)
- sourced or produced materials
- water: reuse of rainwater as a minimum, aiming for recycling wastewater
- biodiversity: integrate green open space where possible to stimulate biodiversity and well-being
- Technological innovation: off-site construction initiatives in collaboration with construction partners
- Process innovation: set up collaborative project methodologies
Asset & Property Management
Nextensa ambitions to have all Belgian assets BREEAM IN USE certified in 2022 and all Luxembourg assets in 2023, including the setup of responsible management plans, and to prepare and implement GRI & Taxonomy reporting tools.. For this purpose, Nextensa is committed to:
• set up partnerships with innovative businesses (photovoltaic installations,
• research to install energy communities to promote local energy exchange • monitor all assets by building management systems in view of performance
- mutually fuel ESG plans with its stakeholders (i.c. tenants, partners and suppliers)
- charging stations, renewable HVAC production units, …)
- optimisation
- to advance client digital experience and to improve asset management by data analytics by including 'Proptech'
- (e.g. culture, food & beverage, sports, …)
• support sustainable community building initiatives and societal partnerships
Part of the recurrent income will be used for reinvesting following the roll-out of the improvement plans. The foundation of our Sustainability Vision & Mission is to contribute to the following
The foundation of Nextensa's sustainability vision & mission is to contribute to the following four SDG's: four SDG's:
7
13

8
All Nextensa employees and consultants are intensively involved in the development and implementation of this ambitious ESG plan so that it does not remain an abstract theory but becomes fully anchored in daily operations and decision making, with the 'leading by example' principle in mind. As previously stated, all Nextensa employees have been and continue to be closely involved in developing and implementing this ambitious mission statement. We don't want it to remain abstract and full of empty terms but to become integral to our daily
- 11 Human Capital
- 12 Partnerships, co-creation & dialogue
- 13 Providing opportunities (external)
- 14 Exemplary organisation

Human investments
- 5 Smart & sustainable mobility
- 6 Waste
- 7 Food (health)
- 8 Art & Culture
- 9 Healthy buildings
- 10 Healthy & liveable environments & neighbourhoods
Sustainable society
Impact on business
Low

High
Low
26 27
nextensa • Nextensa overview nextensa • Nextensa overview
1.7. Nextensa's Sustainability Vision & Mission


work and decision making and, increasingly, part of the new DNA of the organisation.
Through these consolidation and iterative processes, Nextensa agreed its 2021 Materiality Matrix1, which was approved by the CEO and the Executive Committee on 28th October 2021 and communicated to all employees during a Townhall meeting
attended by the entire organisation on 29th October 20212:
1 102-44: Key topics and concerns raised
2 102-26 Highest governance body's and senior executives' roles in the development, approval, and updating of the
organisation's purpose, value or mission statements, strategies, policies, and goals related to economic, environmental, and
social topics.
7
6
13
12
11
14
1
2
3
4
5
10
9
8
Impact on business
Human investments
Sustainable society
Climate adaptive buildings
Circularity
Technological & innovative projects
CO2-neutrality Water
5 6 Waste 7 Food (health) 8 Art & Culture 9 Healthy buildings
10 Healthy & liveable environments &
neighbourhoods
Smart & sustainable mobility
11
12 Partnerships, co-creation & dialogue 13 Providing opportunities (external) 14 Exemplary organisation
Human capital
Influence of Greenfish on Material Topic
Graph legend

7 . ALTERNATIVE PERFORMANCE MEASURES

145

DETA ILED CA LCULAT IONS OF THE ALTERNATIVE PER FORM ANCE MEASURES (APMs) USED BY NEXTENSA NV
Result on the portfolio
| Result on the portfolio (€ 1000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Result on the sale of investment properties | 4 403 | 2 211 |
| Variations in the fair value of investment properties | -8 615 | 29 286 |
| Result on the Portfolio | -4 212 | 31 497 |
In presenting the financial results, Nextensa NV uses a number of Alternative Performance Measures (APMs) in accordance with the guidelines of the European Financial Markets Authority (ESMA; European Securities and Markets Authority) of 5 October 2015. These APMs are regarded as industry-standard within the sector in order to provide a better understanding of the financial results and performance that have been reported.
The APMs in this annual financial report are indicated by *. Measures defined by IFRS or physical or nonfinancial measures are not regarded as APMs. In addition, the ESMA guidelines do not apply to the APMs that are reported in the financial statements or that are reported in accordance with the applicable legislation.
Net result – group share (amount per share)
Net Asset Value based on fair value (amount per share)
| Net result – group share (amount per share) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Net result – group share (€1000) | 53 244 | 7 683 |
| Number of registered shares in circulation (at closing date) |
10 002 102 | 5 926 644 |
| Number of registered shares in circulation (weighted average) |
7 768 974 | 5 926 644 |
| Net result – group share per number of shares at closing date |
5.32 | 1.30 |
| Net result – group share per number of weighted average shares |
6.85 | 1.30 |
| Average funding cost in % | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Interest costs on an annual basis (€ 1000) | -14 313 | -14 811 |
| Commitment fees on an annual basis (€ 1000) | -1 385 | -965 |
| Interest paid incl. commitment fees on an annual basis (€ 1000) |
-15 698 | -15 776 |
| Average weighted outstanding debt (€ 1000) | 756 920 | 671 571 |
| Average funding cost in % | 2.07% | 2.35% |

| Net Asset Value based on fair value (amount per share) |
31/12/2021 | 31/12/2020 |
|---|---|---|
| Equity attributable to the shareholders of the parent company (€ 1000) |
790 473 | 487 211 |
| Number of registered shares in circulation (at closing date) |
10 002 102 | 5 926 644 |
| Number of registered shares in circulation (weighted average) |
7 768 974 | 5 926 644 |
| Net Asset Value (RW) group share per number of shares at closing date |
79.03 | 82.2 |
| Net Asset Value (RW) group share per number of weighted average shares |
101.75 | 82.2 |
| 790 473 | 487 211 |
|---|---|
| 1 439 107 | 1 165 816 |
| 10 002 102 | 5 926 644 |
| 7 768 974 | 5 926 644 |
| 82.1 | 86.4 |
| 105.8 | 86.4 |

(amount per share)
| Overall result – group share (amount per share) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Net result – group share (€1000) | 53 244 | 7 683 |
| Other elements of comprehensive income | 12 287 | 18 066 |
| Variations in the effective portion of the fair value of hedging instruments admitted in a cash-flow hedge as defined in IFRS |
12 287 | 18 066 |
| Overall result - group share | 65 531 | 25 749 |
| Number of registered shares in circulation at closing date |
10 002 102 | 5 926 644 |
| Number of registered shares in circulation (weighted average) |
7 768 974 | 5 926 644 |
| Overall result - group share per number of shares at closing date |
6.55 | 4.34 |
| Overall result – group share per number of weighted average shares |
8.43 | 4.34 |


8 . NEXTENSA SHARE
153


The Nextensa share closed at a closing price of € 77.80 (2020: € 77.80) on 31/12/2021, resulting in a discount of -2% compared to the net asset value of the fair value (2020: discount of -15%). This evolution can be ascribed to the general 2021 stock market sentiment.
The average monthly transaction volume of the share increased again last financial year to 66,950 shares compared to 51,252 in 2020.

Key figures and graphs
| 31/12/2021 | 31/12/2020 | |
|---|---|---|
| Number of listed shares (#) | 10 002 102 | 5 926 644 |
| Number of issued shares (#) | 10 002 102 | 5 926 644 |
| Market capitalisation based on closing price (€ million) | 778 | 461 |
| Free float (%) | 22.57% | 36.05% |
| Closing price (€) | 77.80 | 77.80 |
| Highest price (€) | 83.40 | 129.00 |
| Lowest price (€) | 66.80 | 66.20 |
| Average monthly traded volume (#) | 66 950 | 51 252 |
| Velocity (%) (1) | 8.03% | 10.38% |
| Free float velocity (%) (2) | 35.59% | 28.79% |
| Premium/discount based on closing price vs NAV (fair value) | -2% | -15% |
| Gross dividend (€) | 2.50 | 5.25 |
| Net dividend (3) (€) | 1.75 | 3.675 |
| Gross dividend yield (4) | 3.21% | 6.75% |
| Payout ratio (consolidated) | 47.0% | 86.8% |

(1) Number of traded shares / total number of listed shares. (2) Number of traded shares / total number of listed shares * free float. (3) Based on a withholding tax of 30%.
(4) Gross dividend / closing price.

Transparency notifications
Each shareholder exceeding a threshold of three per cent (3%) (statutory threshold) and/or exceeding (the legal) threshold of five per cent (5%) and multiples of five per cent (5%) of the total number of voting rights has to communicate to the company and the FSMA the number of shares he holds in accordance with the current legislation. For more information on the transparency notifications, including the chains of control, we refer to www. nextensa.eu (investor relations - shareholders and transparency). During the 2021 financial year, the following transparency notifications were received:

Liquidity Provider
The Degroof Petercam bank has provided services during the past financial year as a liquidity provider of the company. Degroof Petercam receives a fixed fee of € 6,250 (excluding VAT) an annual basis.

| Notification date | Reference | Shareholder's name | % |
|---|---|---|---|
| 22 July 2021 | 11.804.919 | Ackermans & van Haaren | 64.66% |
| 26 July 2021 | 11.804.919 | AG Insurance | 2.58% |
| 27 July 2021 | 11.804.919 | AXA | 13.44% |
With regard to practical formalities to attend the annual meetings of shareholders (annual general meetings and extraordinary general meetings) we refer to Chapter IV of the Articles of Association of the company and to the www.nextensa.eu website, where all documents to participate are published on the day indicated in the convening notice published in the Official Belgian Gazette and in a national newspaper.



9 . REAL ESTATE REPORT
PROJECTS YOU PREFER



CLOCHE D'OR
A pioneering urban district under full development
PROJECT DESCRIPTION
In the Grand Duchy of Luxembourg, Nextensa is the driving force behind the development of the Cloche d'Or. By 2035, a young community of 6,000 inhabitants will feel completely at home in this pioneering urban district that attaches great importance to agility and sustainability. A golden opportunity in a green environment. The Cloche d'Or will be able to boast an ecological corridor and the largest park in Luxembourg's capital.
PARTNERS
Promobe • IMPAKT Real Estate • Axento Immo
MIXED-USE
LOCATION
5 Rue Charles Darwin, Luxembourg
CLOSE TO
- In 2022, the new Howald ringing station, within walking distance of the residential area, will be put into operation.
- A new tram line will provide a smooth connection to the Kirchberg district and the centre of Luxembourg City.
TYPE OF PROJECT
Residential • Offices • Retail • Recreation
SUSTAINABILITY PROFILE
All buildings meet the highest sustainability standards of the Deutsche Gesellschaft für Nachhaltiges Bauen – DGNB
- District heating network
- Cogeneration
- Ecological corridor
- Focus on soft mobility
EYE-CATCHERS
- The Cloche d'Or consists of a balanced mix of brand new buildings designed by a wide range of leading architectural firms.
- The brand new park has 15 hectares of free space, a large pond, themed play areas, an orchard with fruit trees and an amphitheatre for events.
PROJECT DETAILS
| Status: | under development | |
|---|---|---|
| Environmental permit: | yes | |
| Environmental permit: | yes | |
| Timing: | 2014 – 2025 |

district under full
GARE MARITIME
From industrial freight station to energy-neutral urban hub
PROJECT DESCRIPTION
Gare Maritime was once the largest freight station in Europe. After a complete overhaul, today it is Brussels' circular destination. The historic station halls have been transformed into a covered city: oak pavilions create a structure of boulevards, streets, squares and gardens. Complete with Food Market, exclusive shops and offices. The architectural eye-catcher is the monumental central nave which is bathed in indirect daylight.
PARTNERS
Neutelings Riedijk Architects • Jan de Moffarts Architecten • Bureau Bouwtechniek


LOCATION
Picardstraat 7-13, Brussels
CLOSE TO
- Station Brussel-Noord (Brussels North Station)
- The Koninklijk Pakhuis, Maison de la Poste & the Tour & Taxis park
- The trendy Brussels Canal area
SURFACE AREA
58 085 m2
TYPE OF PROJECT
Offices • Retail • Recreation
SUSTAINABILITY PROFILE
'BREEAM Outstanding' certificate
- Glass facades with solar cells
- Solar panels
- Heating and cooling with geothermal energy
- Natural ventilation
- Halio Glasing
- Rainwater recovery
- CLT & FSC wood
EYE-CATCHERS
- The wooden pavilions and cross stairs have 10 000 m3 of wood. This makes Gare Maritime the largest timber construction project in Europe.
- The green promenades feature 10 themed gardens with tall trees. You can admire impressive mosaic floors on the 8 courtyards.
- On 26 November 2021, the Gare Maritime Food Market opened its doors: a culinary meeting place where everyone can come and taste the richness of Belgian cuisine.
PROJECT DETAILS
Status: in use since 2020 Environmental permit: 2018 Environmental permit: 2018 Timing: completed

MONTECO
Green, smart and flexible
PROJECT DESCRIPTION
Nextensa is developing an absolute milestone near the European quarter in the sustainable construction sector: the first timber-frame high-rise in Brussels. The reference point for a new generation of circular office buildings. In Monteco, state-of-the-art smart technology provides a sustainable and pleasant working environment. With its modular construction, the surface area available on the different floors can be adjusted according to users' wishes.
PARTNERS
Archi2000 • ION • Wood Shapers • BPC Group


LOCATION
Montoyerstraat 14, Brussels
CLOSE TO
- The European quarter
- Green areas, shops and restaurants
- Public transport
SURFACE AREA
3 655 m2
TYPE OF PROJECT
Offices
SUSTAINABILITY PROFILE
Monteco is aiming for a 'BREEAM Excellent' certificate
- Wooden frame construction
- FSC wood
- Green roof
- Water recovery
- Solar panels
- Smart technology
- Data-controlled heating and cooling
- Energy-efficient
- CO2 neutral
EYE-CATCHERS
- Basic elements in wood provide a natural aesthetic.
- Glass facades provide an abundance of light and spaciousness.
- An impressive communal roof terrace pampers users with panoramic views.
PROJECT DETAILS
Status: under development
Building permit: 2020 Timing: Q4 2022
MONTECO
Green, smart and flexible


TREESQUARE
Serene sensitivity in a natural setting
PROJECT DESCRIPTION
A prime location in the Leopold district in the centre of Brussels, Treesquare provides a first-class office experience. Luxurious, elegant and inspiring. Natural colours, patterns and materials provide the interior with a serene sensitivity and subtly bring the green setting of De Meeûssquare inside. An impressive lobby connects Treesquare's courtyard with the nearby park. Just like the impressive roof terraces, where you can relax between the treetops.
PARTNERS
Assar Architects • Melissa Davis Interiors


LOCATION
De Meeûssquare 5/6, Brussels
CLOSE TO
- The European quarter and the Royal Palace
- A park, shops and restaurants
- Public transport
SURFACE AREA
6 565 m2
TYPE OF PROJECT
Offices
SUSTAINABILITY PROFILE
• 'BREEAM Excellent' certificate
- Solar panels
- Smart climate ceilings
- Green roof
- Double-skin façade with integrated sun protection
- Charging stations for electric cars
EYE-CATCHERS
- The roof terraces on the 8th floor overlook the courtyard on the west side and the nearby park on the east side.
- The impressive entrance hall with a real tree as a work of art has a luxurious appearance.
- Large glass areas maximise the natural light.
- Elegant and natural materials complete the finish.
PROJECT DETAILS
| Status: | in use since 2018 |
|---|---|
| Planning permit: | 2016 |
| Environmental permit: | 2018 |
| Timing: | completed |
HIGH 5!
Optimisation of a well-located building
OFFICES
PROJECT DESCRIPTION
In Luxembourg City, Nextensa is working on the rebranding of a spacious office building in a prime location. High 5! – formerly Mercator – is located on one of the capital's main access roads. The building's new brand positioning goes hand in hand with a complete renovation of the different floors, entrance and façade. This is how Nextensa wants to fulfil the wishes of a young and dynamic audience. A strategy that pays off. In 2021, it was able to rent out an additional floor to somebody who was already using it.
PARTNERS
You Studio • JLL

LOCATION
110-112 Route d'Arlon, Luxembourg
CLOSE TO
- The Route d'Arlon, one of the main access roads to Luxembourg City
- Shops and restaurants
SURFACE AREA
8 641 m2
TYPE OF PROJECT
Offices
SUSTAINABILITY PROFILE
- Switch to LED lighting with motion sensors in the car parks and the common areas
- Refurbishment of sanitary facilities
- New concept for heating and cooling on +2 and in the entrance hall
EYE-CATCHERS
- The façade underwent a real metamorphosis: the pink granite was painted white.
- Plenty of parking space on site.
- A restaurant on the ground floor.
PROJECT DETAILS
| Status: | in use/being partly renovated |
|---|---|
| Building permit: | 2021 |
| Timing: | Q2-2022 |

MOONAR
Innovative renovation of an office complex
PROJECT DESCRIPTION
With Moonar, Nextensa wants to bring a somewhat outdated office complex from the 1990s into the 21st century. Mobility, services and sustainability are central to this. The esplanade between the various office buildings will become a green oasis that focuses on meeting and interaction. Nextensa will also finetune its services for future users. For example, it also provides a nursery, a restaurant and various sports facilities.
PARTNERS
EBBC A & EBBC C • Beiler François Frisch • A2RC • WIDNELL EUROPE GDL SARL • SITLUX • SECOLUX • DESA • SecoExpert • GAETANT DE LE HOYE • NAVCOM Consult • D3 COORDINATION • PWC



LOCATION
6 Route de Trèves, Senningerberg
CLOSE TO
- Luxembourg-Findel airport
- A new tram line and bus connection (from 2024)
- A P+R zone (from 2024)
SURFACE AREA
The office complex consists of six buildings, five of which are owned by Nextensa. Together they cover 22 252 m2.
TYPE OF PROJECT
Offices
SUSTAINABILITY PROFILE
- Moonar is aiming for a 'BREEAM In-Use Very Good' certificate
- Charging stations for electric cars
- Significant improvement of the thermal insulation
EYE-CATCHERS
- The brand new green esplanade will act as a meeting place central to the various office buildings.
- The colour of all the windows will be replaced by a more sparkling colour (champagne colour).
- The lines of the attics are being renovated with the latest in metal panels.
PROJECT DETAILS
| Status: | being renovated |
|---|---|
| Building permit: | 2021 |
| Timing: | Q4 2023 |

SHOPPINGCENTER KNAUF POMMERLOCH
Shopping in the heart of the Luxembourg Ardennes
PROJECT DESCRIPTION
This shopping centre provides space for around 60 shops. It is located in the heart of the Luxembourg Ardennes, near Bastogne in Belgium. Knauf Pommerloch has a stable rental occupancy of 97.29%. A new three-storey car park was recently put into operation.
PARTNER
Schilling
LOCATION
19 Route de Bastogne, Pommerloch
SURFACE AREA
26 251 m2
TYPE OF PROJECT
Retail
PROJECT DETAILS
Status: in use since 2021


KNAUF SCHMIEDE
More space, more pleasure when shopping
PROJECTBESCHRIJVING
The Knauf Schmiede shopping centre is currently undergoing major renovation and extension works. The available area will be increased by 8 500 m2 to accommodate a broader commercial range, a new catering concept and a family area. In addition to the substantial new build, the existing section has been completely renovated, with the wooden façade also being incorporated into the interior finish. This is how a whole new entity will emerge after the works are completed. Knauf Schmiede has a stable rental occupancy of 97.68%.

SUSTAINABILITY PROFILE
- Switch to LED lighting in the common areas
- Entire roof is fitted with photovoltaic panels as far as is possible
- Installation of charging stations for electric cars
EYE-CATCHERS
| PARTNERS | SURFACE AREA |
|---|---|
| Scaht Architecture • Schilling • Arcadis | 35 684 m² |
| LOCATION | TYPE OF PROJECT |
| 3 Op d'Schmëtt, Schmiede/Huldange | Retail |
- The new architectural concept harks back to nature.
- The Grand Café and the Food Court can accommodate no fewer than 800 visitors spread over the ground floor and the first floor. There will also be a roof terrace of no less than 600 m2
PROJECT DETAILS
| Status: | being renovated (phased)/In use |
|---|---|
| Building permit: | yes |
| Environmental permit: | yes |
| Timing: | August 2022 |
BRIXTON RETAIL
Spacious retail area along an important approach road
PROJECT DESCRIPTION
The Brixton Business Park in Zaventem dates from the 1980s. It is located near the E40, one of the most important access roads to Brussels. It consists of six semi-industrial buildings and a large retail area. Renovations were recently carried out so that the buildings today meet any contemporary rental requirements. Most of this site was sold in February 2021. Today, only the retail area is still owned by Nextensa.
LOCATION
Brixtonlaan 1-30, Zaventem
CLOSE TO
- E40
- Brussels National Airport
SURFACE AREA
15 072 m²
TYPE OF PROJECT
Retail
PROJECT DETAILS
Status: in use

PARK LANE
Welcome to the neighbourhood of tomorrow
PROJECT DESCRIPTION
Park Lane is one of the two residential areas that make the redevelopment of Tour & Taxis complete. Nextensa is developing high-quality and sustainable homes in a stylish, green and car-free environment. Each building interacts in its own with the industrial uniqueness of Tour & Taxis, an inspiring city hub where there is something to do every day.
PARTNERS
Sergison Bates architects • awg • noA architecten • Bureau Bas Smets
RESIDENTIAL

LOCATION
Park Lane – Parkdreef, 1000 Brussels
CLOSE TO
- Station Brussel-Noord (Brussels North Station) and a new tram connection (from 2024)
- The Koninklijk Pakhuis, Maison de la Poste, Gare Maritime & the Tour & Taxis park
- The trendy Brussels Canal area
TYPE OF PROJECT
Residential
SUSTAINABILITY PROFILE
- Geothermische installaties voor verwarming en koeling
- Zonnepanelen
- Warmteterugwinning
- Groendaken
- Waterrecuperatie
- Autoluwe woonzone
EYE-CATCHERS
- Living in a vibrant city district in-the-making where there is room for culture, creativity, good food and relaxation.
- Park Lane's buildings combine nostalgic architectural elements with contemporary design.
- A green, car-free lane connects Park Lane with the rest of Tour & Taxis
PROJECT DETAILS
Status: phase I has been delivered, the development of phase II started on 15 March 2022.
Environmental permit: yes Timing: Phase I: 2019 – 2022/phase II: 2022-2025
PARK LANE
Welcome to the neighbourhood of tomorrow
Residential

CLOCHE D'OR RESIDENTIAL
Minimalist design, maximum comfort

PROJECT DESCRIPTION
Cloche d'Or in Luxembourg City will be a vibrant district that combines the needs of today's city dwellers with a far-reaching vision of sustainability. The residential units in the residential areas offer the residents bright, timeless interiors and sun-drenched communal spaces. State-of-the-art home automation ensures that they can control their home entirely remotely.
PARTNERS
Promobe • IMPAKT Real Estate • Axento Immo


<-- PDF CHUNK SEPARATOR -->
LOCATION
5 Rue Charles Darwin, Luxembourg
CLOSE TO
- Cloche d'Or park and the many shops, restaurants, brasseries and offices in the city's new district.
- In 2022, the new Howald ringing station will be put into operation.
- A new tram line will provide a smooth connection to the Kirchberg district and the centre of Luxembourg City.
TYPE OF PROJECT
Residential
SUSTAINABILITY PROFILE
- All buildings meet the highest sustainability standards of the Deutsche Gesellschaft für Nachhaltiges Bauen – DGNB
- District heating network
- Cogeneration technology
- Ecological corridor
- Focus on soft mobility
- Elegant integration of public transport
EYE-CATCHERS
- The timeless and minimalist design of the different accommodation units provides enough space for a personal touch.
- The spacious loggias bring the outside world inside and/or vice versa
- The latest home automation applications ensure that residents can control their home remotely.
PROJECT DETAILS
Status: partly under development/partly delivered

| Environmental permit: | yes |
|---|---|
| Timing: | 2020 – 202 |
REAL ESTATE PORTFOLIO
GRAND DUCHY OF LUXEMBOURG
All investment properties in Luxembourg are held directly and indirectly by Leasinvest Immo Lux, of which Nextensa is a 100% shareholder.
Knauf Schmiede shopping centre
Shopping centre with 45 shops, located in the North of the Grand Duchy of Luxembourg, on Luxembourg's 3-country border with Belgium and Germany
Year of construction: 1995 Rental area: 35 684 m²


Rue du Cimetière/On the N7, Diekirch
Retailsite gelegen aan de N7 te Diekirch
Year of construction: 1996 Rental area: 7 703 m2
Knauf Pommerloch shopping centre
Shopping centre with 65 shops, located in the North of the Grand Duchy of Luxembourg, near Bastogne in Belgium
Year of construction: 2002 Rental area: 27 747 m2
Hornbach, 31, Rue du Puits Romain, Bertrange
Retail site situated in Bertrange, Bourmicht
Year of construction: 2008 Rental area: 12 153 m2
Boomerang shopping centre, Strassen
Shopping centre located on one of the most important approach roads to the City of Luxembourg. Route d'Arlon
Redevelopment phase 1 2018 Year of construction: 1988 Rental area: 22 721 m²




Rue Jean Monnet 4, Luxembourg
Flagship of the portfolio due to its location, architecture and high-quality finish • Partial renovation in 2011 • Major renovation in 2015
Year of construction: 1992 Rental area: 3 866 m2
Rue du Curé, Diekirch Jointly owned
Shopping arcade, part of a mixed building (commercial/ residential)
Leasinvest Real Estate owns all the commercial spaces except 1
Year of construction: 1994 Rental area: 3 277 m2
Moonar, Route de Trèves 6, Senningerberg Jointly owned car park and parking area
Part of an office complex of six buildings at walking distance from Luxembourg airport
Leasinvest Real Estate is the outright owner of 5 of the 6 buildings on the site
Year of construction: 1988 • Under redevelopment Rental area: 19 713 m²

High 5!, Route d'Arlon, no. 110 - 112, Luxembourg
Office building located in the capital of the Grand Duchy of Luxembourg, on the Route d'Arlon, one of the main access roads to Luxembourg City

Year of construction: 1998 • Under renovation Rental area: 8 641 m2
Rue du Brill, Foetz
Retail building located next to Cora
Year of construction: 1987 Rental area: 4 219 m2
Place Schwarzenweg, Dudelange
Commercial building consisting of gallery and commercial premises, bakeries, reservations, sales areas, offices and cafeteria
Year of construction: 1991 Rental area: 3 759 m2



Avenue Monterey 20, Luxembourg
Office building with standing located on the Avenue Monterey, one of the most prestigious locations in Luxembourg
Year of construction: 2001 Rental area: 1 555 m2


CFM, Rue Guillaume Kroll, Luxembourg
Industrial site which serves as a service centre, distributor, wholesaler in sanitary fittings on the one hand, and an office complex on the other hand • Renovated and extended in 2008

Year of construction: 1990 Rental area: 19 987 m2

Montimmo, Avenue Monterey 35, Luxembourg
Located in one of the most important streets of the Central Business District of the City of Luxembourg
Year of construction: 2009 Rental area: 1 760 m2
Cloche d'Or, 5 Rue Charles Darwin, Luxembourg
Nextensa is the driving force in the Grand Duchy of Luxembourg behind the development of Cloche d'Or. By 2035, a young community of 6,000 inhabitants will feel completely at home in this pioneering urban district that attaches great importance to agility and sustainability. A golden opportunity in a green environment. Cloche d'Or will be able to boast an ecological corridor and the largest park in Luxembourg's capital.



REAL ESTATE PORTFOLIO
BELGIUM
Brixton Business Park/ Brixtonlaan 1-30, Zaventem
Retail park alongside the E40 motorway • Renovations carried out based on new tenants
Year of construction: 1975/88 Rental area: 3 636 m2


Montoyerstraat 63, Brussels
Extremely well-located office building in the Leopold district
Year of construction: 2018 Rental area: 6 052 m2

Koninklijk Pakhuis Tour & Taxis Brussels
Multi-functional and 'multitenant' building with 4 floors, spread across offices (32 076 m²), commercial spaces (7 293 m²) and archives (5 835 m²)
Year of construction: 1910 Rental area: 45 204 m2
Motstraat, Mechelen
Office complex • Development of business centre/co-working in 2017
Year of construction: 2002 Rental area: 13 927 m2

The Crescent, Lenniksebaan 451, Anderlecht

Office building in the Erasmus Science Park in Anderlecht • Converted into a 'green smart building' in 2010/2011
Year of construction: 2002 Rental area: 15 611 m2


Hangar 26/27, Antwerp
Iconic building in the Eilandje district of Antwerp, with a direct view onto the river Schelde on the one hand, and onto the MAS museum (Museum aan de Stroom) on the other hand • under phased renovation
Year of construction: 2001 Rental area: 9 171 m2
Gare Maritime, Tour & Taxis, Brussels
After a complete overhaul, today it is Brussels' circular destination. The historic station halls have been transformed into a covered city: oak pavilions create a structure of boulevards, streets, squares and gardens. Complete with Food Market, exclusive shops and offices. The architectural eye-catcher is the monumental central nave bathed in indirect daylight.

Tour & Taxis
T&T is fast becoming a top destination in Brussels. The Sheds hosts renowned events throughout the year, the Koninklijk Pakhuis (Royal Warehouse) provides inspiring workspaces and exciting dining and shopping opportunities, and the newly renovated Hôtel de la Poste houses a private theatre. Nextensa is also developing a nine-hectare public park that will stretch across the campus and give the area much-needed greenery.
Treesquare, De Meeûssquare 5-6, Brussels
Multi-tenant office building with a unique location in the Leopold district
Year of construction: 2018 Rental area: 6 503 m2


Monteco, Montoyerstraat 14, Brussels
Office project, very well-located in the Leopold district • Complete reconstruction by Q2 2022
Year of construction: 1972 Rental area: 3 655 m2


REAL ESTATE PORTFOLIO
AUSTRIA
The investment properties in Austria are indirectly held via Leasinvest Immo Lux, of which Leasinvest Real Estate holds 100% of the shares.
Nordring 2-10, Vösendorf
Very well-located retail building near Shopping City Süd to the South of Vienna
Year of construction: 2014 Rental area: 14 800 m2


Nordring 16-18, Vösendorf
Very well-located retail building near Shopping City Süd to the South of Vienna
Year of construction: 2004 Rental area: 11 350 m2
Gewerbepark Stadlau GewerbeparkstraBe 2, 1220 Vienna
Very well-located retail site (10 shops) with a high footfall and a leading position in the city of Vienna
Year of construction: 2016 Rental area: 11 000 m2

Frun® Park Asten, handelsring 8-10, 4481 Asten
The Frun® retail park in Asten is located 200 km from Vienna and close to Linz and comprises 26 shops and 600 parking spaces
Year of construction: 2013 Rental area: 18 300 m²


Hornbach Baumarkt Stadlauer str. 37, 1220 Vienna
Retail site with a high footfall and a leading position in the city of Vienna
Year of construction: 1997 Rental area: 13 300 m2


ANALYSIS OF THE REAL ESTATE PORTFOLIO BASED ON FAIR VA LUE
1. Evolution of fair value
The fair value amounts to € 1.41 billion at the end of 2021 (2020: € 1.14 billion). This increase is explained by the expansion of the portfolio with Extensa's real estate portfolio. Nextensa 3 key countries, i.e. the Grand Duchy of Luxembourg (45%), Belgium (42%) and Austria (13%).
2. Type of assets
Offices represent 51% of the consolidated real estate portfolio and retail 39%. The other part represents 10% of the consolidated real estate portfolio.


4. Rental breaks (first opportunity to give notice) and contractually guaranteed rental income
The graph is based on the first opportunity to give notice in the current rental contracts based on the contractual rent. The average remaining term of the rental contracts is 3.73 years (2020: 3.85 years). 59% of the annual contractual rent expires within 3 years. In 2021, 4% of the annual contractual rent expired. The contracts were mostly all renewed or filled in by other tenants on competitive terms. The termination options in the coming years amount to, respectively, 19% in 2022, 24% in 2023 and 23% in 2024. For more information, please refer to note 4 of the financial statements.
3. Average age
The proportion of buildings from 0-5 years has increased significantly due to the redevelopments in the portfolio (mainly offices), in accordance with Nextensa's valuation rules. This criterion is less important for retail, since retailers take care of their own furnishing on the basis of their retail concept, making their choice mainly based on location.



- Details on yield
Per asset class and location(2)
5. Occupancy rate
The occupancy rate amounts to 89.09%.

(1) A moving average is a type of average value based on a weight of the current occupancy rate and the previous occupancy rates.
(2) There is an inverse relationship between yield and value, i.e. a higher value results in a lower yield. These yields are calculated on the basis of the assets available for lease.
8%
Belgium Luxembourg Austria Retail Offices Other 4.93% 5.55%

8. Breakdown by retail class
7. Type of tenants based on


COMPOSITION OF THE REAL ESTATE PORTFOLIO BASED ON FAIR VA LUE
For more information on the segment information, please refer to note 3 of the financial statements.
CLASSIFICATION ACCORDING TO GEOGRAPHICAL LOCATION
OVERVIEW OF PROPERTIES WITH A SHARE OF MORE THAN 5% IN THE TOTAL REAL ESTATE PORTFOLIO
The contractual rent reported differs from the rental income recognised in the income statement since the contractual rent annualises the rental income of the acquisitions (whereas the actual rental income is only included in the financial statements as from the acquisition date) and no longer takes into account the rental income on the buildings sold.
| Fair value (€ M) |
Investment value (€ M) |
Share in portfolio (%) based on fair value |
Contract ual rent (€ M/year) |
Rental yield based on FV (%) |
Rental yield based on IV (%) |
Occu pancy rate (%) |
Term | |
|---|---|---|---|---|---|---|---|---|
| Grand Duchy of Luxembourg |
480.95 | 488.91 | 34.16 | 28.39 | 5.90 | 5.81 | 88.94 | 2.76 |
| Belgium | 547.43 | 559.5 | 38.88 | 25.21 | 4.60 | 4.51 | 85.18 | 4.79 |
| Austria | 185.37 | 190.0 | 13.17 | 10.28 | 5.55 | 5.41 | 100.00 | 4.44 |
| Real estate available for lease |
1,213.75 | 1238.41 | 86.21 | 63.88 | 5.26 | 5.16 | 89.09 | 3.93 |
| Luxembourg projects | 24.08 | 24.68 | 1.71 | 0.00 | ||||
| Belgium projects | 25.14 | 25.77 | 1.79 | 0.00 | ||||
| Total investment properties |
1,262.97 | 1288.86 | 89.70 | 63.88 | ||||
| Real estate available for lease |
140.77 | 144.28 | 10.00 | 6.45 | 4.58 | 4.47 | 95.48 | 2.34 |
| IFRS 16 Right of use | 4.18 | 0.00 | 0.30 | 0.00 | ||||
| Total investment properties (Incl, IFRS 16) |
1,407.92 | 1,433.14 | 100.00 | 70.33 | 5.00 | 4.91 | 89.09 | 3.73 |

BREAKDOWN BY ASSET CLASS
| Occupancy rate (%) |
Duration y |
|---|---|
| 31/12/2021 | Fair value (€ M) |
Investment value (€ M) |
Share in portfolio (% of FV) |
Contractual rents (€ M/Y) |
Rental yield on basis of FV (%) |
Rental yield on basis of IV (%) |
Occupancy rate (%) |
Duration y |
|---|---|---|---|---|---|---|---|---|
| Retail | ||||||||
| Retail Grand Duchy Luxembourg | 293.98 | 297.25 | 21% | 19.22 | 6.54% | 6.47% | 95.05% | 2.91 |
| Retail Belgium | 75.41 | 77.30 | 5% | 3.84 | 5.09% | 4.97% | 70.85% | 1.53 |
| Retail Austria | 185.37 | 190.00 | 13% | 10.28 | 5.55% | 5.41% | 100.00% | 4.44 |
| Total retail | 554.76 | 564.55 | 40% | 33.34 | 6.01% | 5.91% | 89.94% | 3.25 |
| Offices | ||||||||
| Offices Grand Duchy Luxembourg | 186.19 | 190.86 | 13% | 9.17 | 4.93% | 4.80% | 75.45% | 2.70 |
| Offices Brussels | 341.25 | 349.79 | 24% | 14.52 | 4.25% | 4.15% | 86.56% | 6.60 |
| Offices rest of Belgium (1) | 47.33 | 48.51 | 3% | 3.32 | 7.01% | 6.84% | 83.09% | 1.85 |
| Total offices | 574.77 | 589.16 | 41% | 27.01 | 4.70% | 4.58% | 80.68% | 4.62 |
| Other | ||||||||
| Other Belgium | 81.62 | 83.90 | 6% | 3.53 | 4.32% | 4.20% | N/A | 3.72 |
| Other Grand Duchy Luxembourg | 0.78 | 0.80 | 0% | 0.00 | 0.00% | 0.00% | N/A | 0.00 |
| Total Other | 82.40 | 84.70 | 6% | 3.53 | 4.28% | 4.16% | N/A | 3.72 |
| Assets for sale | 140.77 | 144.28 | 10% | 6.45 | 4.58% | 4.47% | 95.48% | 2.34 |
| Total Assets for sale | 140.77 | 144.28 | 10% | 6.45 | 4.58% | 4.47% | 95.48% | 2.34 |
| Investment properties | 1,211.93 | 1,238.41 | 86% | 63.88 | 5.27% | 5.16% | 88.83% | 3.93 |
| Assets for sale | 140.77 | 144.28 | 10% | 6.45 | 4.58% | 4.47% | 95.48% | 2.34 |
| Buildings in operation | 1,352.70 | 1,382.69 | 96% | 70.33 | 5.20% | 5.09% | 89.09% | 3.73 |
| Right of use IFRS 16 | 4.18 | 0.00 | 0% | 0.00 | 0.00% | 0.00% | 0.00% | 0.00 |
| Investement properties (including IFRS 16) | 1,356.88 | |||||||
| Projects Belgium | 25.14 | 25.77 | 2% | 0.0 | ||||
| Projects Grand Duchy Luxembourg | 24.08 | 24.68 | 2% | 0.0 | ||||
| Grand total NEXTA with projects | 1,401.92 | 1,433.14 | 100% | 70.33 | ||||
| Other smaller assets (not valued by C&W) | 1.82 | |||||||
| Grand total NEXTA with projects (Incl. IFRS 16) | 1,407.92 |
CONCLUSIONS OF THE REAL ESTATE EXPERT(1)
We are pleased to report our estimate of the investment and fair values of Nextensa NV's real estate as at 31 December 2021.
Our estimates have been prepared on the basis of the information you provided, which was believed to be correct.
We established our estimate by the method of capitalisation of the estimated market rental value with corrections for discounting the difference between current and estimated rental income; and based on comparables that were available at the date of valuation.
The values were established taking current market parameters into account.

We would like to draw your attention to the following points:
distribution centres and shops spread across Belgium, the Grand Duchy of
(respectively 85.18%, 88.94% and 100% for the Belgian, Luxembourg and
(respectively 85.18%, 88.94% and 100% for the Belgian, Luxembourg and Austrian portfolio). The Sheds and the Maison de la Poste were likewise
portfolio equates to 14.92 quarters or 3.73 years. The projects and assets
-
- The real estate consists of business parks, offices, semi-industrial buildings, Luxembourg and Austria.
-
- The total occupancy rate of the portfolio (including the projects) is 89.09% Austrian portfolio).
-
- The total occupancy rate of the portfolio (excluding the projects) is 89.09% not taken into account here.
-
- The remaining weighted average term of the current leases for the whole 'to be sold' were not taken into account in this parameter.
-
- A total investment value was established of EUR 1,434,010,000 (one billion, EUR 190,000,000 for the Belgian, Luxembourg and Austrian portfolios.
-
- A total fair value was established of EUR 1,402,630,000 (one billion, four 185,370,000 for the Belgian, Luxembourg and Austrian portfolios..
-
- IFRS 16: the value of 'the right of use/lease liability' of the 2 Belgian buildings refer to the appendices for detailed calculations.
-
- In relation to the valuations of Q3 2021, the property in Diekirch the valuations in Q4 2021.
four hundred and thirty-four million and ten thousand euros), with an investment value respectively of EUR 600,690,000, EUR 643,310,000 and
hundred and two million and six hundred and thirty thousand euros), with a fair value respectively of EUR 585,670,000, EUR 631,590,000 and EUR
to which this principle applies, i.e. The Crescent in Anderlecht and Hangar 26/27 in Antwerp, is respectively EUR 1,847,828 and EUR 2,333,149. Please
(Luxembourg) has been sold. Consequently, it will no longer be part of

(1) The occupancy rate is valid on the valuation date and does not therefore take into account future availability (already known or otherwise). However, rental contracts that were entered into on the valuation date and do not take effect until after the valuation date are included in the calculation of the occupancy rate. This figure is calculated on the basis of the following formula: (the estimated rental value of all let areas)/(the estimated rental value of the complete portfolio).
On this basis, the rental yield of the total portfolio (including 'to be sold' projects and assets) is, in terms of the investment value, 4.90% (4.50%, 5.13% and 5.41% respectively for the Belgian, Luxembourg and Austrian portfolios) and the rental yield of the total portfolio in terms of the fair value is 5.01% (4.61%, 5.23% and 5.55% respectively for the Belgian, Luxembourg and Austrian portfolios).
The COVID-19 outbreak, which was declared a 'global pandemic' by the World Health Organisation on 11 March 2020, has affected, and continues to affect, many aspects of daily life and the global economy. Certain real estate segments experienced a lower level of transactional activity and liquidity. Many countries have introduced travel, relocation and operational restrictions. While these may herald a new phase in the crisis, they are not of the same magnitude as the initial impact. The pandemic and the measures taken to address COVID-19 continue to affect economies and real estate markets worldwide. Nevertheless, real estate markets are largely functioning again on the valuation date, with transaction volumes and other relevant parameters returning to levels at which there is a sufficient volume of market information on which valuations can be based. For that reason, and to avoid any doubt, our valuation is not reported as being subject to the 'material uncertainty clause' as as set out in VPS 3 and VPGA 10 of the RICS Valuation - Global Standards. To avoid any misunderstandings, this explanatory note was added to ensure transparency and to provide a better understanding of the market context in which the valuation was drawn up. Aware that market conditions may change rapidly due to changes in the control or future spread of COVID-19, we would emphasise the importance of the valuation date.
Senior Valuer Partner
Gaetan Coppens Gregory Lamarche MRICS Valuation & Advisory Valuation & Advisory

These supplementary services are provided by its own staff or by third-party specialist companies, acting under the responsibility, control and coordination of the effective management of the company.
The income from the other supplementary services is included in the company's rental income.
The "supplementary services" the company offers as part of its activities are very much inherent within the company's activities, and cannot be separated into individual figures. These supplementary services should be considered from a qualitative point of view, in which the "fee" (and therefore the income) for the supplementary services is translated into the fee the company receives as part of making the buildings available.
The entire operational team responsible for general management, the commercial contacts with tenants and real estate agents, the accounts, legal activities, administration and technical management of the buildings, consisted of some 40 individuals at the end of 2021. The company is also appealing to subcontractors or external suppliers who effectively operate under the responsibility, control and coordination of the effective management of the company to continue.
OPER AT IONA L MANAGEMENT OF THE BUILDINGS
active management
The company's aim is actively to develop and manage its real estate, which implies that the company itself organises the daily management of its real estate. To that effect, the company has an operational team that is directed and managed by the executive committee in accordance with the decisions of the board of directors.
This is how the company is able to maintain direct relationships with its clients and suppliers.
As part of its active management, the company also provides different supplementary services that constitute added value when making its real estate available or to its users. The supplementary services include - apart from rent collection and re-invoicing common charges to the tenants different services including property management (with or without its own helpdesk available for rapidly solving the rental customers' problems), project management (such as the presence of engineers and/or architects for coordinating the renovation or remedial works required for new lettings with the contractors and/or subcontractors,) and facility management (such as providing extra services, e.g. catering, meeting rooms, computer systems, telecoms, etc.).
These supplementary services provide the means to carry out its activities and constitute added value, both for the real estate made available and their users. These services are in line with the company's strategy of responding to the needs of its clients and of thus being able to offer customised real estate solutions in the long term.

10. CONSOLIDATED FINANCIAL STATEMENTS


CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
The consolidated financial statements of Nextensa NV were approved for publication by the Board of Directors on 25 March 2022.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Income statement | |
|---|---|
| Note 1 | General information |
| Note 2 | Significant accounting principles |
| 2.1 Ifrs valuation rules applied to the consolidated financial statements Nextensa NV | |
| Note 3 | Segment information |
| 3.1 Segment information - geographical | |
| 3.1.1 Consolidated statement of comprehensive income | |
| 3.1.2 Consolidated balance sheet (geographical segmention) | |
| 3.1.3 Key figures | |
| 3.2 Segment information - key figures by type of building - real estate investments | |
| Note 4 | Net rental income from real estate investments |
| Note 5 | Summary of real estate costs |
| Note 6 | Result on disposal of real estate investment |
| Note 7 | Changes in fair value of real estate investments |
| Note 8 | Operational result of development projects |
| Note 9 | General corporate charges |
| Note 10 | Financial income |
| Note 11 | Financial charges |
| Note 12 | Changes in fair value of financial assets and liabilities |
| Note 13 | Deferred taxes |
| Note 14 | Corporate taxes |
| Balance sheet | |
| Note 15 | Real estate investments (fair value method) |
| Note 16 | Acquisition of subsidiaries |
| Note 17 | Other property, plant and equipment |
| Note 18 | Investments in associates and joint ventures |
| Note 19 | Trade and other non-current assets |
| Note 20 | Non-current financial assets |
| Note 21 | Finance lease receivables |
| Note 22 | Assets held for sale |
| Note 23 | Inventories |
| Note 24 | Contract assets |
CONSOLIDATED FINANCIAL STATEMENTS
| Consolidated Statement of comprehensive income |
|---|
| Consolidated Statement of Financial Position |
| Consolidated Statement of Changes in Equity |
| Consolidated Statement of Cash Flows |
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Note 25 | Trade receivables |
|---|---|
| Note 26 | Tax receivables and other current assets |
| Note 27 | Cash and cash equivalents |
| Note 28 | Share capital, share premium, treasury shares and net result |
| 28.1 Subscribed capital | |
| 28.2 Share premium | |
| 28.3 Result | |
| Note 29 | Information on financial debt |
| 29.1 Overview of Financial instruments at carrying amount | |
| 29.2 Note on the Financial debt | |
| 29.3 Note on derivative financial instruments | |
| 29.4 Information on financial risk management | |
| Note 30 | Trade debts and other current debts |
| Note 31 | Other current liabilities |
| Note 32 | Accrued charges and deferred income - liabilities |
| Note 33 | Deferred taxes |
| Note 34 | Related pary transactions |
| Note 35 | Consolidation scope |
| Note 36 | Joint operations |
| Note 37 | Capital commitments |
| Note 38 | Subsequent events |
INDEPENDENT AUDITORS' REPORT
| sets |
|---|
| ry shares and net result |
| carrying amount |
| nts |
| nent |
| ne - liabilities |
| Consolidated statement of comprehensive income | ||||
|---|---|---|---|---|
| PRO FORMA(*) | ||||
| Consolidated statement of comprehensive income (in 1.000 €) | Note | 31/12/2021 | 31/12/2020 | 31/12/2020 |
| Net rental income from real estate investments | 4 | 65.174 | 59.848 | 66.885 |
| Rental charges borne by the owner | -2.633 | -1.783 | 0 | |
| Real estate charges | 5 | -13.693 | -10.200 | -10.307 |
| Result of disposal of real estate investments | 6 | 4.403 | 2.211 | 2.211 |
| Changes in the fair value of real estate investments | 7 | -8.615 | 29.286 | 31.396 |
| OPERATING RESULT OF REAL ESTATE INVESTMENTS | 44.635 | 79.362 | 90.185 | |
| Revenue from development projects | 8 | 26.593 | 0 | 27.583 |
| Costs of development projects | 8 | -24.735 | 0 | -20.644 |
| Other results of development projects | 8 | 2.990 | 0 | 7.332 |
| Share of profit/(loss of investees accounted for using the equity method | 8 | 10.525 | 0 | 20.165 |
| OPERATING RESULT OF DEVELOPMENT PROJECTS | 15.373 | 0 | 34.435 | |
| RESULT OF REAL ESTATE INVESTMENTS & DEVELOPMENT PROJECTS | 60.008 | 79.362 | 124.620 | |
| General costs of the company | 9 | -7.205 | -2.065 | -15.257 |
| Other operating charges and income | 313 | 401 | 494 | |
| OPERATING RESULT | 53.116 | 77.698 | 109.858 | |
| Financial income | 10 | 7.332 | 5.946 | 11.154 |
| Financial charges | 11 | -14.010 | -14.791 | -19.253 |
| Other financial charges | -2.143 | -1.240 | -1.665 | |
| Changes in fair value of financial assets and liabilities | 12 | 20.649 | -59.450 | -59.450 |
| FINANCIAL RESULT | 11.828 | -69.535 | -69.214 | |
| PRE-TAX RESULT | 64.944 | 8.163 | 40.644 | |
| Deferred taxes | 13 | -8.642 | 0 | 0 |
| Corporation tax | 14 | -2.947 | -480 | -1.599 |
| TAXES | -11.589 | -480 | -1.599 | |
| NET RESULT | 53.355 | 7.683 | 39.046 | |
| Minority interests | 111 | 0 | 4.438 | |
| NET RESULT (attributable to group) | 53.244 | 7.683 | 34.607 |
(*) Pro forma figures in this annual report are unaudited.

| OTHER ELEMENTS OF COMPREHENSIVE INCOME | 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|---|---|---|---|
| Variations in the effective portion of the fair value of hedging instruments admitted in a cash-flow hedge as defined in IFRS |
12.287 | 18.066 | 18.066 |
| Other elements of comprehensive income | 12.287 | 18.066 | 18.066 |
| Minority interests | 0 | 0 | 0 |
| Other elements of comprehensive income – attributable to the Group | 12.287 | 18.066 | 18.066 |
| COMPREHENSIVE INCOME | 65.642 | 25.749 | 57.112 |
| Attributable to: | |||
| Minority interests | 111 | 0 | 4.438 |
| Comprehensive income - attributable to the Group | 65.531 | 25.749 | 52.673 |
| NET RESULT (attributable to group) | 7.683 | 34.607 |
| 31/12/2020 |
|---|
| 31/12/2020 |
| Global result per share, attributable to Group* | 8,43 | 4,34 | 8,89 |
|---|---|---|---|
| Global result per share entitled to dividends, share group* | 6,55 | 4,34 | 8,89 |
| Net result per share, attributable to Group* | 6,85 | 1,30 | 5,84 |
| Net result per share entitled to dividends, share group* | 5,32 | 1,30 | 5,84 |
* calculated on the basis of the weighted average number of shares (7,768,974)


| 021 | 31/12/2020 | |
|---|---|---|
| PRO FORMA | |||
|---|---|---|---|
| Note | 31/12/2021 | 31/12/2020 | 31/12/2020 |
(in € 1 000)
ASSETS
| I. NON-CURRENT ASSETS | 1.433.991 | 1.223.098 | 1.547.510 | |
|---|---|---|---|---|
| Intangible assets | 1.042 | 0 | 0 | |
| Real estate investments | 15 | 1.267.150 | 1.141.190 | 1.414.057 |
| Other property, plant and equipment | 17 | 4.973 | 1.554 | 4.651 |
| Investees accounted for using the equity method | 18 | 51.430 | 0 | 31.447 |
| Trade receivables and other non-current assets | 19 | 6.250 | 0 | 9.281 |
| Non-current financial assets | 20 | 98.329 | 80.355 | 80.321 |
| Finance lease receivables | 21 | 3.707 | 0 | 0 |
| Deferred tax assets | 33 | 1.110 | 0 | 7.752 |
| II. CURRENT ASSETS | 461.971 | 17.450 | 291.551 | |
| Assets held for sale | 22 | 140.769 | 0 | 0 |
| Inventories | 23 | 113.231 | 0 | 112.589 |
| Work in progress | 24 | 65.542 | 0 | 82.266 |
| Finance lease receivables | 0 | 0 | 0 | |
| Trade receivables | 25 | 21.622 | 10.229 | 15.514 |
| Tax receivables and other current assets | 26 | 52.204 | 3.217 | 50.380 |
| Cash and cash equivalents | 27 | 67.261 | 2.745 | 26.524 |
| Deferred charges and accrued income | 1.342 | 1.259 | 4.278 | |
| TOTAL ASSETS | 1.895.961 | 1.240.548 | 1.839.060 |
LIABILITIES
I. SHAREHOLDERS' EQUITY ATTRIBUTABLE TO THE SHAREHOLDERS OF THE PARENT COMPANY
| on-current financial debts |
|---|
| Credit institutions |
| Other |
| Lease liabilities (IFRS 16) (*) |
| ther non-current financial liabilities |
| ther non-current liabilities |
| Note | 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
|---|---|---|---|---|
| LIABILITIES | ||||
| TOTAL SHAREHOLDERS' EQUITY | 790.473 | 487.211 | 742.459 | |
| I. SHAREHOLDERS' EQUITY ATTRIBUTABLE TO THE SHAREHOLDERS OF THE PARENT COMPANY |
779.970 | 487.211 | 732.038 | |
| Capital | 28 | 109.997 | 65.178 | 109.997 |
| Share premium account | 28 | 442.803 | 194.189 | 449.861 |
| Reserves | 28 | 174.560 | 220.173 | 137.585 |
| Purchase of treasury shares | 28 | -634 | -12 | -12 |
| Net result of the financial year | 53.244 | 7.683 | 34.607 | |
| II. MINORITY INTERESTS | 16 | 10.503 | 0 | 10.420 |
| LIABILITIES | 1.105.489 | 753.337 | 1.096.601 | |
| I. NON-CURRENT LIABILITIES | 630.533 | 519.135 | 805.872 | |
| Provisions | 1.659 | 11 | 1.962 | |
| Non-current financial debts | 562.002 | 460.478 | 716.500 | |
| - Credit institutions | 29 | 415.116 | 358.917 | |
| - Other | 29 | 142.485 | 101.561 | |
| - Lease liabilities (IFRS 16) (*) | 29 | 4.402 | 0 | |
| Other non-current financial liabilities | 29 | 20.714 | 38.713 | 38.713 |
| Other non-current liabilities | 0 | 0 | 0 | |
| Deferred tax liabilities | 33 | 46.157 | 19.933 | 48.697 |
| II. CURRENT LIABILITIES | 474.956 | 234.201 | 290.729 | |
| Provisions | 5.505 | 0 | 6.118 | |
| Current financial debts | 358.591 | 205.022 | 205.022 | |
| - Credit institutions | 29 | 134.688 | 83.051 | |
| - Other | 29 | 223.903 | 121.971 | |
| Other current financial liabilities | 0 | 0 | 0 | |
| Trade debts and other current debts | 57.704 | 17.807 | 58.274 | |
| - Trade payables | 30 | 40.669 | 17.807 | 49.147 |
| - tax liabilities | 30 | 17.035 | 0 | 9.127 |
| Other current liabilities | 31 | 14.304 | 1.672 | 9.616 |
| Deferred charges and accrued income | 32 | 38.852 | 9.701 | 11.699 |
| Current financial debts | 358.591 | 205.022 | |
|---|---|---|---|
| - Credit institutions | 29 | 134.688 | 83.051 |
| - Other | 29 | 223.903 | 121.971 |
| Other current financial liabilities | 0 | 0 | |
| Trade debts and other current debts | 57.704 | 17.807 | |
| - Trade payables | 30 | 40.669 | 17.807 |
| - tax liabilities | 30 | 17.035 | 0 |
| Other current liabilities | 31 | 14.304 | 1.672 |
TOTAL EQUITY AND LIABILITIES 1.895.961 1.240.548 1.839.060
(*) In 2020 lease liabilities were presented under "Other non-current liabilities"
Consolidated Statement of Cash Flows
| Consolidated cash flow statement (in 1.000 €) | Note | 31/12/2021 | 31/12/2020 |
|---|---|---|---|
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FIN. YEAR |
27 | 2.745 | 5.013 |
| 1. Cash flow from operating activities | 86.533 | 54.933 | |
| Net result (share of the group) | 53.244 | 7.683 | |
| Share in the net profit of equity accounted investments |
-10.525 | ||
| Adjustment of the profit for non-cash and non operating elements |
5.654 | 44.090 | |
| Depreciation, amortisation, impairment losses and taxes |
12.314 | 1.630 | |
| Depreciation, amortisation and impairment of intangible assets and property, plant and equipment (+/-) |
496 | 145 | |
| Impairment of current assets (-) | 230 | 1.965 | |
| Taxes | 14 | 11.588 | -480 |
| Other non-cash elements | -11.077 | 29.911 | |
| Changes in fair value of real estate investments (+/-) (1) | 7 | 8.615 | -29.286 |
| Increase (+) / Decrease (-) in fair value of financial assets and liabilities (1) | 12 | -20.649 | 59.197 |
| Other non-recurrent transactions | 957 | 0 | |
| Non-operating elements | 4.417 | 12.549 | |
| Gains on disposals of non-current assets (1) | 6 | -4.403 | 2.211 |
| Dividends received | 10 | -6.082 | -5.946 |
| Write-back of financial income and financial charges | 14.902 | 16.284 | |
| Change in working capital requirements | 42.294 | 3.160 | |
| Movements in asset items | 45.837 | 2.212 | |
| Movements in liability items: | -3.543 | 948 | |
| Movements on provisions (+/-) | 4 | 0 | |
| Tax paid | -4.138 | 0 |
| Consolidated cash flow statement (in 1.000 €) | Note | 31/12/2021 | 31/12/2020 |
|---|---|---|---|
| 2. Cash flow from/(used in) investing activities | -5.873 | 5.925 | |
| Investments | |||
| Real estate investments in operation | 15 | -23.966 | -28.778 |
| Development projects | 15 | -5.902 | 0 |
| Intangible assets and property, plant & equipment | 17 | -2.261 | -736 |
| Non-current financial assets | 20 | -731 | 0 |
| Divestments | 26.987 | 35.439 | |
| 3. Cash flow from/(used in) financing activities | -50.276 | -63.126 | |
| Change in financial liabilities and financial debts |
|||
| Increase (+) / Decrease (-) of financial debts | -5.347 | 4.580 | |
| Increase (+) / Decrease (-) of other financial liabilities | -8.190 | ||
| Financial income received | 1.225 | 0 | |
| Financial charges paid | -9.752 | -36.591 | |
| Dividends received | 10 | 6.081 | |
| Changes in other liabilities | -205 | ||
| Changes in equity | |||
| Costs of capital increases | -2.349 | 0 | |
| Increase (+) / Decrease (-) in own shares | -623 | 0 | |
| Dividend of the previous financial year | -31.115 | -31.115 | |
| Cash and cash equivalents before impact of fluctuations in quoted prices |
27 | 33.129 | 2.745 |
| Cash and cash equivalents acquired by means of business combinations |
34.114 | ||
| Impact of fluctuations in quoted prices on cash and cash equivalents |
18 | ||
| CASH AND CASH EQUIVALENTS AT THE END OF |
| Consolidated cash flow statement (in 1.000 €) | Note | 31/12/2021 | 31/12/2020 |
|---|---|---|---|
| 2. Cash flow from/(used in) investing activities | -5.873 | 5.925 | |
| Investments | |||
| Real estate investments in operation | 15 | -23.966 | -28.778 |
| Development projects | 15 | -5.902 | 0 |
| Intangible assets and property, plant & equipment | 17 | -2.261 | -736 |
| Non-current financial assets | 20 | -731 | 0 |
| Divestments | 26.987 | 35.439 | |
| 3. Cash flow from/(used in) financing activities | -50.276 | -63.126 | |
| Change in financial liabilities and financial debts |
|||
| Increase (+) / Decrease (-) of financial debts | -5.347 | 4.580 | |
| Increase (+) / Decrease (-) of other financial liabilities | -8.190 | ||
| Financial income received | 1.225 | 0 | |
| Financial charges paid | -9.752 | -36.591 | |
| Dividends received | 10 | 6.081 | |
| Changes in other liabilities | -205 | ||
| Changes in equity | |||
| Costs of capital increases | -2.349 | 0 | |
| Increase (+) / Decrease (-) in own shares | -623 | 0 | |
| Dividend of the previous financial year | -31.115 | -31.115 | |
| Cash and cash equivalents before impact of fluctuations in quoted prices |
27 | 33.129 | 2.745 |
| Cash and cash equivalents acquired by means of business combinations |
34.114 | ||
| Impact of fluctuations in quoted prices on cash and cash equivalents |
18 | ||
| CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR |
67.261 | 2.745 |
Consolidated statement of changes in equity
| (in 1.000 €) | Capital | Share premium account |
Treasury shares (-) |
Reserves | Hedge reserves |
Net result of the financial year |
Shareholders' equity attributable to the shareholders of the parent company |
Minority interests |
Total equity |
|---|---|---|---|---|---|---|---|---|---|
| Balance Sheet per IFRS at 31 December 2019 |
65.178 | 194.189 | -12 | 224.063 | -40.742 | 49.900 | 492.577 | 0 | 492.577 |
| - Distribution of final dividend for previous financial year | -31.115 | -31.115 | -31.115 | ||||||
| - Transfer of net result 2019 to reserves | 49.900 | -49.900 | 0 | 0 | |||||
| - Comprehensive income financial year 2020 (12 months) | 0 | 18.066 | 7.683 | 25.749 | 0 | 25.749 | |||
| - Capital increase | 0 | 0 | 0 | ||||||
| Balance Sheet per IFRS at 31 December 2020 |
65.178 | 194.189 | -12 | 242.848 | -22.676 | 7.683 | 487.210 | 0 | 487.211 |
| - Distribution of final dividend for previous financial year | -31.115 | -31.115 | -31.115 | ||||||
| - Business combinations- minority interests | 0 | 10.392 | 10.392 | ||||||
| - Business combinations - conversion differences | 305 | 305 | 305 | ||||||
| - Acquisition of treasury shares | -622 | -622 | -622 | ||||||
| - Transfer of net result for 2020 to reserves | 7.683 | -7.683 | 0 | 0 | |||||
| - Comprehensive income financial year 2021 (12 months) | 12.287 | 53.244 | 65.531 | 111 | 65.642 | ||||
| - Capital increase | 44.819 | 248.614 | -34.773 | 258.660 | 258.660 | ||||
| Balance Sheet per IFRS at 31 December 2021 |
109.997 | 442.803 | -634 | 184.949 | -10.389 | 53.244 | 779.969 | 10.503 | 790.473 |

NOTE 1
GENERAL INFORMATION
Comprehensive income
The consolidated financial statements of Nextensa NV for the financial year ended 31 December 2021 comprise Nextensa NV and its subsidiaries. The consolidated financial statements were prepared and approved by the Board of Directors in its meeting of 25 March 2022 and will be submitted to the Annual General Meeting of Shareholders for approval on 16 May 2022. The consolidated financial statements have been prepared in accordance with IFRS.
Nextensa is included in the consolidation of Ackermans & van Haaren NV. On 19 July 2021 Nextensa NV relinquished its status as a public regulated real estate company or "RREC", as a result of which the accounting scheme also changed. In addition to this change of accounting scheme, the figures of Extensa Group NV have also been included since 1 July 2021. Unaudited proforma for 2020 have been disclosed to allow comparison with the figures for the year ended 31 December 2021. These pro forma figures are the figures as if Extensa Group had already been included in 2020 (in other words figures with 12 months of the Extensa Group).
NOTE 2
SIGNIFICANT ACCOUNTING
PRINCIPLES
2.1 IFRS valuation rules applied to the consolidated financial statements of Nextensa NV
A. STATEMENT OF COMPLIANCE
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards and the IFRIC interpretations in force at 31 December 2021, as adopted by the European Union.
In the course of the past financial year, various new or amended standards and interpretations came into force.
The principles of financial reporting applied are consistent with those of the previous financial year, with the exception of the following changes.
The nature and impact of each of the following new accounting rules, changes and/or interpretations, are described below:
New and amended standards and interpretations effective for financial years starting on or after 1 January 2021.
The Group first adopted certain new and amended standards and interpretations. These apply to financial years starting on or after 1 January 2021. The Group has not early adopted any other new or amended standards or interpretations that have been issued but are not yet effective
Although these new and amended standards and interpretations were applied for the first time in 2021, they had no material impact on the Group's consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CLOSED 31 DECEMBER 2021
The nature and effect of the new and amended standards and interpretations are commented on hereunder:
- Amendments to IFRS 4 Insurance Contracts postponement of IFRS 9 (applicable to financial years starting on or after 1 January 2021)
- Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform - Phase 2
- Amendments to IFRS 16 Leases: COVID-19-Related Rent Concessions
Standards and interpretations published but not yet applicable for the financial year starting on 1 January 2021:
- IFRS 17 Insurance Contracts (applicable for financial years starting on or after 1 January 2023)
- Amendments to IAS 1 Presentation of Financial Statements: classification of liabilities as current or non-current (applicable to financial years starting on or after 1 January 2023 but not yet adopted by the European Union)
- Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of accounting policies (applicable to financial years starting on or after 1 January 2023 but not yet adopted by the European Union)
- Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: definition of accounting estimates
- Amendments to IAS 12 Income Taxes: IAS 12 Income Taxes: Deferred tax related to assets and liabilities arising from a single transaction (applicable to financial years beginning on or after 1 January 2023 but not yet adopted by the European Union)
- Amendments to IAS 16 Property, plant and equipment: proceeds before intended use (applicable to financial years beginning on or after 1 January 2022 but not yet adopted by the European Union)
- Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts - Cost of Fulfilling a Contract (applicable to financial years beginning on or after 1 January 2022 but not yet adopted by the European Union)
- Amendments to IFRS 3 Business Combinations: Reference to the Conceptual Framework (applicable to financial years beginning on or after 1 January 2022 but not yet adopted by the European Union)
- Annual Improvements to IFRS Standards 2018–2020 (applicable to financial years beginning on or after 1 January 2022)
- Amendments to IFRS 16 Leases: COVID-19-Related Rent concessions beyond 30 June 2021 (applicable to financial years starting on or after 1 April 2021)
The Group does not expect any significant impact from the coming into effect of these standards in the future.
B. BASIS OF PRESENTATION
The financial statements are presented in euros, rounded to the nearest thousand. They have been prepared on the historical cost basis, except for real estate investments, derivative financial instruments, investments held for sale and investments available for sale, which are stated at their fair value.
Equity instruments or derivative financial instruments are stated on a historical cost basis when the instrument concerned has no market price in an active market and when other methods for defining its fair value in a reasonable way are unsuitable or impracticable.
Hedged assets and liabilities are stated at fair value, taking into account the risk hedged.
The accounting principles have been consistently applied.
The consolidated financial statements have been prepared before appropriation of profit by the parent company Nextensa NV and will be submitted to the general meeting of shareholders for approval.
The presentation of the financial statements according to IFRS standards requires estimates and assumptions which influence the amounts presented in the financial statements, namely:
- the measurement of real estate investments at fair value;
- the net realisable value of inventories
- the valuations used for impairment tests;
- the valuation of financial instruments at market value.
• the depreciation and amortisation rates of non-current assets; • the measurement of provisions and employee benefits;
These estimates are based on a 'going-concern' principle and are defined in function of the information available at that moment. The estimates can be reviewed if the circumstances on which they are based have changed or if new information becomes available. Actual outcomes may therefore differ from the estimates.
Critical judgements
The following are the critical judgements, apart from those relating to the valuation of real estate (see hereunder) that the Board of Directors has made in applying the valuation rules of the Group and that have the most significant effect on the amounts shown in the consolidated financial statements.
Recognition of income
When a contract for the sale of a real estate asset upon completion of construction is judged to meet the criteria for spreading income over time, income is recognised using the percentage of completion method as construction progresses. The Group considers the terms and conditions of the contract, including how the contract was negotiated and the structural elements that the customer specifies when identifying individual projects for which income is recognised over time. The percentage of completion is estimated by reference to the stage of the projects and contracts determined based on the proportion of contract costs incurred to date and the estimated costs to complete. In estimating the percentage of completion account is also taken of the number of units sold as a percentage of the total number of units in the project.
Classification of real estate
The Group classifies each asset as real estate investment, inventory or contract asset:
- Real estate investment comprises buildings (mainly office buildings and retail sites) that are not mainly occupied for use by, or in the activities of, the Group, or for sale in the ordinary course of business, but are held primarily to earn rental income and to realise capital gains. These buildings are mostly rented out to tenants. Real estate investment includes real estate for which a valid permit has been obtained and construction of which has commenced.
- Inventory comprises land and buildings held for sale in the ordinary course of business for which no building permit has been obtained, construction has not yet started and, in the case of a residential project, no sales contract has yet been signed.
Contract assets comprise residential real estate for which a valid permit has been obtained, construction has commenced and a sales contract has been signed.
C. CONSOLIDATIEPRINCIPES
The consolidated financial statements comprise the financial statements of Nextensa NV and its subsidiaries.
I Subsidiaries
Subsidiaries are entities over which the company exercises control. There is control when the company, directly or indirectly, has the power to direct the financial and operational policy of an entity, in order to benefit from its activities. The financial statements of the subsidiaries are included in the consolidated financial statements from the date on which such control becomes effective until the date on which it ends.
If necessary, the valuation rules for subsidiaries are adapted in order to ensure consistency with the principles adopted by the Group. The financial statements of the subsidiaries included in the consolidation cover the same accounting period as that of the company.
Changes in interests of the Group in subsidiaries that do not lead to a loss of control are treated as transactions in shareholders' equity.
The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.
II Jointly controlled entities Investments in equity-accounted investees
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and assets and liabilities of associates and joint ventures are incorporated into these consolidated financial statements using the equity accounting method. Under the equity accounting method, an investment in an associate or a joint venture is initially recognised in the consolidated balance sheet at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associate or joint venture. When the Group's share of losses of an associate or a joint venture exceeds the Group's interest in that associate or joint venture, the Group ceases to recognise its share of any further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.
An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture.
The requirements of IFRS 9 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group's investment in an associate or a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (the higher of value in use and fair value less selling costs) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.
The Group ceases to use the equity method from the date on which the investment ceases to be an associate or a joint venture, or when it is classified as held for sale. If the Group retains an interest in the former associate or joint venture and the retained interest is a financial asset, the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance with IFRS 9.
When a group entity transacts with an associate or a joint venture of the Group, profit and loss resulting from transactions with the associate or joint venture are recognised in the Group's consolidated financial statements only to the extent that they concern interests in the associate or joint venture that are not related to the Group.
Interests in joint operations
A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. When a Group entity undertakes its activities under joint operations, the Group as a joint operator recognises in relation to its interest in a joint operation:
• its income from the sale of its share in the production of the joint operation;
- its assets, including its share of any assets held jointly;
- its liabilities, including its share of any liabilities incurred jointly;
- its share of the income from the sale of the production of the joint operation; and
- its expenses, including its share of any expenses incurred jointly.
The Group accounts for the assets, liabilities, income and expenses relating to its interest in a joint operation in accordance with the IFRS standard applicable to the particular assets, liabilities, income and expenses. When a Group entity transacts with a joint venture in which a Group entity is a joint operator (such as a sale or contribution of assets), the Group is considered to be conducting the transaction with the other parties to the joint venture, and gains and losses resulting from the transactions are recognised in the Group's consolidated financial statements only to the extent of other parties' interests in the joint venture. When a Group entity transacts with a joint venture in which a Group entity is a joint operator (such as a purchase of assets), the Group does not recognise its share of the gains and losses until it resells those assets to a third party.
III Transactions eliminated in consolidation
No account is taken of intra-group balances and transactions or any profits from intra-group transactions when preparing the consolidated financial statements.
Profits from transactions with jointly controlled entities are eliminated in relation to the interest of the Group in those entities. Losses are eliminated in the same way as profits, but only if there is no indication of impairment.
A list of Group companies is included in the notes to the consolidated financial statements.
The financial statements of subsidiaries are fully consolidated from the date of acquisition until the date that control ceases.
IV New acquisitions and business combinations
New acquisitions that are not under joint control are accounted for in accordance with IFRS 3 using the acquisition method. The cost of a business combination consists of the acquisition price, the minority interests and the fair value of the previously held interests (shares) in the company acquired. Transactions costs are recognised directly in profit and loss. If the assets acquired do not constitute a business based on the classification of the underlying transaction, the transaction is recognised as an acquisition of real estate investments in accordance with IAS 40 (and any other non-current assets in accordance with IAS 16), and consequently, after their initial recognition measurement at fair value is applied in accordance with IAS 40, as further commented on under point G. real estate investment.
Combinations under common control are accounted for in accordance with the exception to IFRS 3 using the pooling of interest method. With this method the acquiring party accounts for the combination as follows:
• the assets and liabilities of the acquired party are recognised for their carrying amount (although adjustments must be made in order to achieve uniform financial reporting principles)
extent that they were assumed by the acquiring party in accordance with
investment of the acquiring party and the equity of the acquired party is presented separately upon consolidation within comprehensive income; carrying amount of related assets and liabilities (as adjusted to achieve

- intangible assets and contingent liabilities are recognised only to the applicable IFRS
- no goodwill is recognised, The difference between the cost price of the
- each non-controlling interest is valued as a proportional part of the uniform valuation rules)
- any costs of the combination are immediately written off in the statement of comprehensive income;
- comparative amounts are adjusted as if the combination had taken place at the beginning of the earliest comparative period presented
D. GOODWILL
Goodwill is the excess of the cost of the business combination over the group's interest in the fair value of the identifiable acquired assets, liabilities and contingent liabilities of the subsidiary at the time of the acquisition. The cost of a business combination includes the price of acquisition and all directly attributable transaction costs.
Goodwill is not amortised but is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired.
For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.
If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reducing the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit and loss. An impairment loss recognised for goodwill cannot be reversed in subsequent periods.
In the event of disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the gain or loss on disposal.
Negative goodwill (badwill):
Negative goodwill equals the amount by which the consideration paid by the acquiring party for its interest in the fair value of the acquired identifiable assets, liabilities and contingent liabilities, exceeds the cost price of the business combination on the date of the transaction. This negative goodwill has to be recorded in the results, immediately, by the party acquiring.
E. INTANGIBLE ASSETS
Intangible assets with a definite useful life are carried at cost less accumulated amortisation and any impairment losses.
Amortisation of intangible assets is recognised on a straight-line basis over their estimated useful lives (generally three to five years). The estimated useful life, as well as the residual value, is reviewed annually.
Intangible assets with an indefinite useful life also carried at cost, are not amortised but are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired. Start-up costs are recognised as expense as and when incurred.

F. OTHER PROPERTY, PLANT & EQUIPMENT
The other tangible fixed assets, excluding real estate, are carried at acquisition value less any accumulated depreciation and any possible impairment losses.
Other tangible fixed assets are depreciated using the straight-line method over their economic useful life. The estimated economic useful life, as well as the residual value is reviewed annually.
The useful lives of asses are:
- 20 years for solar panels,
- 3 to 10 years for furniture
- 3 years for computer hardware
- 25 to 35 years for buildings
- 10 to 20 years for machinery
- 3 to 10 years for equipment
Assets held through leases are depreciated over their expected useful lives on the same basis as owned assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their useful lives.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from its continued use. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
G. REAL ESTATE INVESTMENTS
Investment properties are properties held to earn rental income for the long term. Real estate investments include both buildings ready for letting (real estate investments in operation) and buildings under construction or development for future use as a real estate investment in operation (development project).
Real estate investments are measured initially at cost, including transaction costs. Subsequent to initial recognition, real estate investments are measured at fair value in accordance with IAS 40.
After the acquisition of a building, every gain or loss arising from a change in fair value is recognised in profit or loss.
All the Group's real estate interests held on the basis of operating leases to earn rentals or for capital appreciation purposes are accounted for as real estate investments and are measured using the fair value model.
An external independent real estate valuer determines, upon request of management, every quarter, the investment value of the real estate, which includes costs, transfer taxes and fees. The valuers carry out their valuation on the basis of the following methods to define the fair value according to IFRS 13:
• Net present value of estimated rental income
The investment value is the result of the yield applied on the estimated rental value (capitalisation method or market approach) corrected by the net present value of the difference between the current rent and the estimated rental value at the valuation date, and this, for the period until the next break possibility of the current rental contracts.
• Discounted cash flow method
The DCF method consists in defining the present value of the future cash flows. The future rental income is estimated on the basis of the existing contractual rents and the real estate market outlook for each building in the following periods. Moreover, the future maintenance costs are also estimated and taken into account. The discount rate applied takes into account the risk premium for the object defined by the market. The obtained value is also compared to the market on the basis of the definition of the residual land value.
• Residual valuation
Buildings to renovate or in the course of renovation, or planned projects are valued based on the value after renovation, valued based on the value after renovation under deduction of the amount for the remainder of the work to be carried out, including costs, interests, vacancy and risk premium.
Capitalised construction costs
Capitalised construction costs is a valuation technique that reflects the amount of incurred construction costs that have been capitalised. The key input for this valuation technique is the amount of costs incurred.
In accordance with the opinion of the working group of the Belgian Association of Asset Managers 'BEAMA', Nextensa NV applies the following principles to the investment value to determine the fair value:
(i) For transactions relating to buildings in Belgium with an overall value lower than €2.5 million, transfer taxes of 10% need to be taken into account (Flemish Region) or 12.5% (Brussels-Capital and Walloon Region).
(ii) For transactions relating to buildings in Belgium with an overall value higher or equal to €2.5 million, and considering the range of methods of real estate transfer that are used, the estimated transaction cost percentage for hypothetical disposal of real estate investments is 2.5%.
The Group considers that in order to be able to define the fair value of the real estate situated in the Grand Duchy of Luxembourg and in Austria with a value higher than €2.5 million, the fixed transfer costs of 2.5% applicable to real estate in Belgium can also be applied.
When acquiring real estate, the transfer rights are directly booked into the income statement.
A real estate investment is derecognised upon disposal or when the real estate investment is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on decommissioning or disposal of the real estate is recognised in profit or loss in the year in which it takes place..
Real estate certificates
The valuation of the real estate certificates depends on whether there is a substantial interest or not in the issued certificates:
A. Possession of no substantial interest in the issued certificates (or less than 50%)
If the holder of the certificates does not possess a substantial interest (less than 50%) in the real estate certificate, the certificates are recognised at closing date at the weighted average stock exchange price of the last 30 days, under the heading Non-Current Financial Assets.
When not listed, or when the quoted price of these real estate certificates as shown by the price tables cannot be considered as being a reliable reference, taking into account the limited liquidity of this real estate certificate, the certificates are recognised at closing date under the heading Non-current Financial Assets, at historical issue price less any reimbursements.
B. Possession of a substantial interest (more than 50%) in the issued certificates
If these certificates are not listed, or if the quoted price, as reflected by the price tables, cannot be considered as a reliable reference because of the limited liquidity of this real estate certificate, Nextensa NV wishes to revalue its certificates at each closing of it accounts, in light of:
a) the fair value of the real estate of which the issuer is the owner and this, and this by analogy with the valuation of its own real estate. This occurs on the basis of a periodical valuation by its real estate expert. If one or more buildings are sold by the issuer of the real estate certificate, the sales price will be taken into account for the valuation, till the moment of distribution of the sales proceeds.
b) the contractual rights of the holder of the real estate certificate according to the initial prospectus issued by the real estate certificate. Although Nextensa NV is not the legal owner of this real estate, it considers itself to be its economic beneficiary in proportion to its contractual rights as the owner of the real estate certificates.
Taking these considerations into account, the certificates are booked under the investment properties at their acquisition value including additional costs. Gains or losses resulting from changes in the fair value of a real estate investment are recognised in profit or loss in the period in which they arise and are allocated to available reserves when profits are appropriated.
The treatment of the coupon also depends on whether or not there is a substantial interest in the issued certificates:
A. Possession of no substantial interest in the issued certificates (or less than 50%)
The remuneration received consists of a part for the capital reimbursement and a part for the interest. The latter is presented in the financial result when there is certainty that remuneration will be paid, and this is consequently due and enforceable.
B. Possession of a substantial interest (more than 50%) in the issued certificates
As holder of the real estate certificates, Nextensa NV has a contractual right in proportion to the real estate certificates in its possession, to a part of the operating balance realised by the issuer through the collection of the rents and payments for the operating and maintenance costs.
Since the entire loss or gain in value is reflected in the revaluation of the real estate certificate, no part of the coupon relating to the operating balance should be considered as compensation for the loss of value of the buildings of the issuer. Consequently, the entire coupon (pro rata) is treated as net rental income and therefore as operating income (turnover).
When a certain building from the issuer's portfolio is sold, it is treated as follows:
• the net proceeds, after deduction of any withholding taxes due, are closing date.
recognised as a realised capital gain at Nextensa NV only for the difference between the carrying amount of the real estate certificate at closing date plus the net settlement coupon, and the carrying amount at the previous
Maintenance and refurbishment expenditures
The expenditure incurred by the owner to refurbish a property in operation is accounted for in two different manners, depending on their nature.
The expenses relating to repair and maintenance that do not add additional functions, nor raise the level of comfort of the building, are accounted for as expenses of the ordinary activities of the financial year and are therefore deducted from the operational result.
On the other hand, charges related to renovations and significant improvements adding a function to the real estate investment in operation or raising its level of comfort, in order to allow an increase in the rental and consequently of the estimated rental value, are capitalised and consequently recognised in the carrying amount of the asset concerned insofar as an independent real estate valuer acknowledges a corresponding increase in the value of the building.
Regarding development projects, all directly attributable costs including additional expenses such as registration charges and non-deductible VAT are capitalised.
Interest costs related to the financing of the project are also capitalised, insofar as they relate to the period prior to the commissioning of the asset.
H. INVENTORIES
Land and buildings acquired and held for future development as well as inprocess development projects (other than
real estate investments) are classified as Inventories. Inventories mainly comprise residential real estate.
Inventories are measured at the lower of cost and net realisable value at the financial reporting date.
The cost of in-process development projects comprises architectural design, engineering studies, raw materials, other production materials, direct labour, other direct and external borrowing costs directly attributable to the acquisition or construction of the qualifying inventories.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. A value adjustment is necessary when the net realisable value at the financial reporting date is lower than the carrying value. The Group performs regular reviews of the net realisable value of its inventories.
I. ASSETS HELD FOR SALE
The assets held for sale (real estate investments) are presented separately in the balance sheet at a value corresponding to the fair value, decreased by the transfer rights.
IFRS 5 - Non-current assets held for sale applies only to the presentation of real estate held for sale. IAS 40 applies to valuation, as is the case for the other real estate investments (at fair value)
Assets and groups of assets to be disposed of are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is considered to be met only when the asset (or group of assets to be disposed of) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such asset (or disposal group) and its sale is highly probable. Management must be committed to the sale, which must be expected to qualify for recognition as a completed sale within one year from the date of classification.
When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale. When the Group is committed to a sale plan involving disposal of an investment, or a portion of an investment, in an associate or joint venture, the investment or the portion of the investment that will be disposed of is classified as held for sale when the criteria described above are met, and the Group discontinues the use of the equity method in relation to the portion that is classified as held for sale. Any retained portion of an investment in an associate or a joint venture that has not been classified as held for sale continues to be accounted for using the equity method. The Group discontinues the use of the equity method at the time of disposal when the disposal results in the Group losing significant influence over the associate or joint venture.
After the disposal takes place, the Group accounts for any retained interest in the associate or joint venture in accordance with IFRS 9 unless the retained interest continues to be an associate or a joint venture, in which case the Group uses the equity method (see the accounting policy regarding investments in associates or joint ventures above).
Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their carrying amount and fair value less selling costs.
J. VALUE ADJUSTMENTS FOR IMPAIRMENT OF NON-CURRENT ASSETS (EXCL . REAL ESTATE INVESTMENT)
Nextensa NV assesses at each reporting date whether there is any indication that an asset may be impaired. If such indication exists, an estimate will be made as to the recoverable amount of the asset.
If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount by recognising an impairment loss.
The recoverable value of an asset is defined as the higher of its fair value less selling costs (supposing a distressed sale) and its value in use (based on the present value of the estimated future cash flows); any impairment losses resulting are recognised in profit and loss.
The enterprise value is de present value of the expected future cash flows. In order to establish the enterprise value, the expected future cash flows are discounted at a pre-tax interest rate that reflects both the current market interest rate and the specific risks with regard to the asset.
For assets that do not generate cash flows, the recoverable value of the cashgenerating entity to which they belong is defined.
Previously recognised impairment losses, except on goodwill and shares available for sale, are reversed through profit or loss if there has been a change in the valuation used to determine the recoverable value of the asset since the recognition of the last impairment loss. Previously recognised impairment losses for goodwill cannot be reversed; previously recognised impairment losses on shares available for sale can, depending on the type of instrument, be reversed through equity or profit or loss.
K. FINANCIAL ASSETS AND LIABILITIES
Financial assets and liabilities at fair value with changes through profit and loss
Transaction costs that are directly attributable to the acquisition or issue of financial assets and liabilities (other than financial assets and liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or liabilities, as the case may be, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or liabilities at fair value through profit or loss are recognised immediately in profit or loss. Variations in the fair value of financial assets and liabilities at fair value with changes through profit and loss are recognised in profit and loss except where they are supported by hedge accounting documentation (see L).
Financial assets available for sale
Financial assets available for sale and securities are recognised at fair value. Changes in fair value are recognised in equity until sale or impairment loss, when the cumulated revaluation is taken into profit or loss.
When a decline in fair value of a financial asset available for sale is recognised in equity and there is objective evidence that the asset is impaired, cumulative losses previously recognised in equity are removed from equity and recognised in profit and loss.
Financial assets held to maturity
Financial assets held to maturity are valued at amortised cost price.
Interest-bearing loans and receivables
Interest-bearing loans are measured at amortised cost using the effective interest method whereby the difference between acquisition cost and the reimbursement value is recognised on a pro rata time basis in profit or loss based on the effective interest rate.
Long-term receivables are valued based on their discounted value according to the current interest rate at the time of their emission.

Trade payables and receivables/ Other debts and receivables
These accounts are measured at nominal value, less impairment loss for uncollectible receivables.
Cash and cash equivalents
Cash and cash equivalents, consisting of cash at banks, cash in hand and short-term investments (< 3 months) are recognised at nominal value in the balance sheet.
L. DERIVATIVE FINANCIAL INSTRUMENTS
Nextensa NV makes use of financial instruments in order to manage the interest and exchange rate risks arising from its operational, financial and investment activities.
Derivative financial instruments are recognised initially at cost and are remeasured at their fair value at the subsequent reporting date.
Changes in the fair value of derivative financial instruments, which are not formally attributed as hedging instruments or do not qualify for hedge accounting or are fair value hedges, are taken into profit or loss.
IFRS 13 mentions an element in measurement, namely the obligation to take account of own credit risk and that of the counterparty in the calculation. The correction of the fair value as a consequence of the application of credit risk to the counterparty is called Credit Valuation Adjustment (CVA). Quantifying the own credit risk is called Debit Valuation Adjustment or DVA.
Cash flow hedges
The effective portion of gains or losses from changes in the fair value of derivative financial instruments (payer interest rate swaps), specifically attributed to hedge the exposure to variability in cash flows associated with a recognised asset or liability or an expected transaction, is recognised directly in equity. The ineffective portion is recognised in profit or loss.
The fair value of interest rate swaps is the estimated value that the company would receive or pay when exercising the swap at the balance sheet date, taking into account current and expected interest rates and the solvency of the swap counterparty.
As soon as the forecast transaction occurs, the cumulative gain or loss on the derivative financial instrument is taken out of equity and is reclassified into profit or loss.
Cumulative gains or losses related to expired derivative financial instruments remain included in equity, for as long as it is probable that the forecast transaction will occur. Such transactions are accounted for as explained in the foregoing paragraph. When the hedged transaction is no longer probable, all cumulative unrealised gains or losses at that time are transferred from equity to profit or loss.
Fair value hedging
For each financial derivative covering the potential changes in fair value of a recorded receivable or debt, the gain or loss resulting from the revaluation of the hedge is recognised in profit or loss. The value of the hedged element is also measured at the fair value attributable to the hedged risk. The related gains or losses are recognised in profit or loss. The fair value of the hedged elements related to the hedged risk are the carrying amounts at the balance sheet date, calculated in euros at the exchange rate effective at balance sheet date.
M. CAPITAL AND RESERVES
Shares
The costs relating to a capital transaction or the issue of new shares are deducted from capital.
Purchase of own shares
Treasury stock is deducted from equity at the buy-back price. A subsequent sale or disposal does not have an impact on result; gains and losses related to treasury shares are recognised directly in equity.
Dividends
Dividends are recognised as a liability when approved by the general meeting of shareholders.
N. PROVISIONS
If Nextensa NV or a subsidiary has a legal or indirect obligation as a result of a past event, and it is probable that the settlement of this obligation will require an outflow of resources, and the amount of the obligation can be reliably estimated, a provision is recognised on balance sheet date.
If the difference between the nominal and present values is material, a provision is recognised for the present value of the estimated outflows based on a discount rate, and taking into account the current market assessments of the time value of money and the risks specific to the liability.
If Nextensa NV expects that some or all of a provision will be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset only when it is virtually certain that it will be received.
The expense relating to any provision is presented in the income statement, net of any reimbursement.
O. CONTINGENT ASSETS AND LIABILITIES
Contingent assets and liabilities are disclosed in the notes, if their impact is material.
P. TAXES
Corporation tax
Income tax on the profit or loss for the financial year comprises current and deferred tax. Both taxes are recognised in the income statement and under liabilities in the balance sheet, except to the extent that they relate to items recognised directly in equity, in which case they are recognised in equity. The amounts of tax due are calculated on the basis of the legally established tax rates and the tax legislation in force.
Deferred taxes are calculated using the balance sheet method, applied to the temporary differences between the carrying amount of the recognised assets and liabilities and their tax value. Deferred taxes are recorded based on expected tax rates.
Deferred tax liabilities are recognised for all taxable temporary differences:
- except to the extent that the deferred tax liability arises from the original
- except, in respect of investments in subsidiaries, associates and joint the temporary difference to reverse in the foreseeable future.
recognition of goodwill or the initial recognition of assets and liabilities in a transaction that is not a business combination and at the time of the transaction neither affects the accounting profit nor the taxable profit; ventures, where the Group is able to control the date on which the temporary difference will be reversed and the Group does not expect
Deferred income tax assets are recognized for all deductible temporary differences, carry-forwards of unused tax credits or tax losses to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be offset. The book value of the deferred income tax assets is assessed at each balance sheet date and deducted to the extent that is no longer probable that sufficient taxable profit is available against which all or some of the deferred taxes can be offset.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply to the year when the temporary differences will be realised or settled, based on tax rates that have been enacted or confirmed at balance sheet date.
Q. DISCONTINUED OPERATIONS
The assets, liabilities and net results of discontinued operations are separately reported under one heading in the consolidated balance sheet and the consolidated income statement. The same reporting is also valid for assets and liabilities held-for-sale.
R. EVENTS AFTER THE BALANCE SHEET DATE
It is possible that certain events that occur after balance sheet date provide additional information on the financial position of an entity (adjusting events). This information permits the improvement of estimates and allows the current situation at balance sheet date to be better reflected. These events require an adjustment of the balance sheet and the result. Other events after balance sheet data are disclosed in the notes if their impact is potentially important.
S. EARNINGS PER SHARE
The group calculates both basic and diluted earnings per share in accordance with IAS 33. Basic earnings per share are calculated based on the weighted average number of outstanding shares during the period. For the calculation of diluted earnings per share, the profit or loss attributable to holders of ordinary shares and the weighted average number of outstanding shares are corrected for the effects of all potential ordinary shares that will lead to dilution.
T. INCOME
The Group recognises income from the following main sources:
- Income from gross rentals
- Income from real estate services
- Income from the sale of land
- Income from development
- Income from management fee
Income is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises income when it transfers control of a product or a service to a customer.
Income from gross rentals
Rental income comprises the gross rental income. Costs of rent-free periods and rental incentives to tenants are deducted from the rental income (in the item "rent- free periods") over the duration of the lease, defined as the period between the start and the first break date.
Income from real estate services
The Group provides real estate services to third parties. Income is recognised over time as the services are rendered. The transaction price is a fixed fee per year.
Income from the sale of land
The Group sells plots of land and income is recognised when control of the land has transferred, which is at the point when the notary deed is signed. Payment of the transaction is due immediately upon signing of the deed.
Income from developments
The Group constructs and sells residential real estate under long-term fixed price contracts with customers. Such contracts are entered into in the early stage of construction of the residential real estate. Under the terms of the contracts, the Group is contractually restricted from redirecting the real estate to another customer and has an enforceable right to payment for work done. Income from construction of residential real estate is therefore recognised over time on a cost-to-cost method, i.e. based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs. The Group considers that this input method is an appropriate measure of the progress towards complete fulfilment of these performance obligations under IFRS 15.
The Group becomes entitled to invoice customers for construction of residential real estate based on achieving a series of performance-related milestones. When a particular milestone is reached the customer is sent an invoice for the related milestone payment, based on a relevant statement of work prepared by a third party. The Group will previously have recognised a contract asset for all work performed. Any amount previously recognised as a contract asset is reclassified to trade receivables at the point at which it is invoiced to the customer. If the milestone payment exceeds the revenue recognised to date under the cost-to-cost method, then the Group recognises a contract liability for the difference. There is not considered to be a significant financing component in construction contracts with customers as the period between the recognition of revenue under the cost-to-cost method and the milestone payment is always less than one year.
The amount of real estate recognised as an expense during the period referred to as "Real Estate Development Expenses" comprises costs directly related to the real estate development projects sold during the year.
Income from management fees
The Group provides its management services to its associates and joint ventures. Income is recognised over time as the services are rendered. The transaction price is a fixed fee per year.
U. FINANCIAL RESULT
Financial income
Financial income comprises the interest received on investments, dividends, exchange rate income and income relating to hedges that is recorded in the income statement (excluding fair value adjustments).
Interest and dividends that originate from the use by third parties of company resources, are recognised when it is probable that the economic benefits related to the transaction will flow back to the company and the income can be defined in a reliable way.
Interest received is recognised when collected (taking into account the time elapsed and the effective return of the asset), unless there is any doubt as to collection.
Dividends are recognised in profit and loss at the date of payment or granting.
Net financing costs
Net financing costs comprise the interest payable on loans, calculated using the effective interest rate method, as well as the net interest due on hedging instruments recognised in profit and loss (excluding fair value adjustments). Interest income is recognised in profit and loss as it accrues, taking into account the effective yield of the asset.
Financing costs directly attributable to the acquisition, construction or production of eligible assets, that is to say assets that will necessarily be ready for their intended use or sale only after an appreciable time, are added to the costs of those assets until such time as the assets are actually ready for their intended use or sale.
Investment income from the temporary investment of specific loans pending their investment in eligible assets is deducted from capitalisable financing costs.
All other financing costs are recognised in profit and loss in the period in which they are incurred.
Other financial costs
Other financial costs mainly comprise commitment fees due on unused confirmed credit lines.
V. SEGMENT REPORTING
The segment information is prepared taking into account the operating segments and the information used internally in order to take decisions. The "chief operating decision makers" are the Effective officers of the company. The operational segments are defined, as there is evidence, in the long term, of similar financial performance as they have comparable economic characteristics, based on the estimated rental value, investment potential and residual value.
The segment information comprises the results, assets and liabilities that can, directly, or on a reasonable basis, be attributed to a segment.
Nextensa NV is composed of three operational segments, namely investment, development and corporate. These segments are divided into sub-segments, namely Belgium, the Grand Duchy of Luxembourg and Austria for the investment segment, and Belgium, Luxembourg and other for the development segment. The Luxembourg and Austrian segments go together with the Leasinvest Immo Lux portfolio.
The "corporate" category comprises all unallocated fixed costs carried at group level, and the financing costs. With a view to maximum transparency, the Austrian results are reported separately in the segment information presented hereafter.
W. LEASING
The Group as lessor
The Group enters into lease agreements as a lessor with respect to some of its real estate investments. Leases for which the Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.
Rental income from operating leases is recognised on a straight-line basis over the term of the lease concerned. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.
Amounts due from lessees under finance leases are recognised as receivables at the amount of the Group's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group's net investment in outstanding leases.
When a contract includes both lease and non-lease components, the Group applies IFRS 15 to allocate the consideration under the contract to each component.
The Group as lessee
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that have not been paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
The lease liability is presented as a separate line in the consolidated balance sheet. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made on or before the commencement date, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and any impairment losses. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. Depreciation starts on the commencement date of the lease.
Y. CONTRACT COSTS
Incremental costs incurred as a result of obtaining a contract are capitalised, if it is expected that these costs will be recovered. Costs that are incurred regardless of whether the contract is obtained are expensed as they are incurred unless they meet the criteria to be capitalised as fulfilment costs.
If the costs incurred in fulfilling a contract with a customer are not within the scope of another standard, the Group recognises an asset in respect of the costs incurred to fulfil a contract only if those costs meet all of the following criteria:
- the costs relate directly to a contract or to an anticipated contract that the entity can specifically identify;
- the costs generate or enhance resources of the entity that will be used and
- the costs are expected to be recovered.

in fulfilling (or in continuing to fulfil) performance obligations in the future;
Z. FOREIGN CURRENCIES
In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date on which the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are not translated.
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.
For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into euros at the exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Any exchange differences are recognised in other comprehensive income and accumulated in equity (and attributed to non-controlling interests as appropriate).
Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other comprehensive income.
The principal exchange rates versus EUR that have been used are as follows:
Critical judgements and key sources of estimation uncertainty
In drawing up the financial statements and valuing certain items thereof the Group makes use of assumptions, hypotheses and estimates. These are largely based on past experience and on estimates made as reliably as possible by management of the specific circumstances that in management's opinion are applicable given the situation.
The main estimations and judgements for the group are as follow:
- valuation of investment properties (Note 15) and
- valuation of development projects (Note 24).
| 2021 | 2020 | |||
|---|---|---|---|---|
| Slotkoers 31 december |
Gemiddelde koers 12 maanden |
Slotkoers 31 december |
Gemiddelde koers 12 maanden |
|
| Romanian Lei | 4.949 | 4.921 | 4.868 | 4.838 |

NOTE 3

3.1 Segment information - geographical
3.1.1 Consolidated statement of comprehensive income
| Belgium | Luxembourg | Austria | Corporate | TOTAL | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | |
| Net rental income from real estate investments |
22.686 | 19.733 | 33.051 | 31.467 | 9.437 | 8.647 | 0 | 0 | 65.174 | 59.847 |
| Rental charges borne by the owner | -1.904 | -811 | -836 | -965 | 108 | -7 | -2.633 | -1.783 | ||
| PROPERTY CHARGES | -9.763 | -6.470 | -2.643 | -2.966 | -1.287 | -764 | 0 | 0 | -13.694 | -10.200 |
| RESULT OF DISPOSAL OF REAL ESTATE INVESTMENTS |
3.216 | -984 | 1.186 | 3.195 | 0 | 4.403 | 2.211 | |||
| VARIATIONS IN THE FAIR VALUE OF REAL ESTATE INVESTMENTS |
-4.246 | 1.975 | -9.316 | 27.064 | 4.947 | 247 | -8.615 | 29.286 | ||
| OPERATING RESULT OF REAL ESTATE INVESTMENTS |
9.989 | 13.443 | 21.442 | 57.795 | 13.204 | 8.123 | 0 | 0 | 44.635 | 79.361 |
| OPERATING RESULT OF DEVELOPMENT PROJECTS |
4.361 | 11.012 | 15.373 | 0 | ||||||
| (-) Corporate operating charges | -6.166 | -893 | -880 | -776 | -159 | -395 | -7.205 | -2.064 | ||
| (+/-) Other operating charges and income |
3.915 | 3.676 | -3.421 | -2.887 | -181 | -388 | 313 | 401 | ||
| OPERATING RESULT | 12.099 | 16.226 | 28.154 | 54.132 | 12.863 | 7.340 | 0 | 0 | 53.116 | 77.698 |
| (+) Financial income | 7.332 | 5.946 | 7.332 | 5.946 | ||||||
| (-) Financial charges | -14.010 | -14.791 | -14.010 | -14.791 | ||||||
| (-) Other financial charges | -2.143 | -1.240 | -2.143 | -1.240 | ||||||
| (+/-) Changes in fair value of financial assets and liabilities |
20.649 | -59.450 | 20.649 | -59.450 | ||||||
| FINANCIAL RESULT | 0 | 0 | 0 | 0 | 0 | 0 | 11.828 | -69.535 | 11.828 | -69.535 |
| PRE-TAX RESULT | 12.099 | 16.226 | 28.154 | 54.132 | 12.863 | 7.340 | 11.828 | -69.535 | 64.944 | 8.163 |
| (+/-) Corporate taxes | -2.947 | -480 | -2.947 | -480 | ||||||
| (+/-) Latent taxes | -8.642 | -8.642 | 0 | |||||||
| TAXES | 0 | 0 | 0 | 0 | 0 | 0 | -11.589 | -480 | -11.589 | -480 |
| NET RESULT | 12.099 | 16.226 | 28.154 | 54.132 | 12.863 | 7.340 | 239 | -70.015 | 53.355 | 7.683 |
| Attributable to: | ||||||||||
| Minority interests | 111 | 0 | ||||||||
| Group shareholders | 53.244 | 7.683 |
3.1.2 Consolidated balance sheet (geographical segmentation)
| Belgium | Luxembourg | Austria | Corporate | TOTAL | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | ||
| ASSETS | |||||||||||
| Intangible assets | 1.042 | 1.042 | 0 | ||||||||
| Real estate investments (incl. development projects, excl. finance leasing) |
572.568 | 326.839 | 505.032 | 633.302 | 185.369 | 181.049 | 1.262.969 | 1.141.190 | |||
| Equity holding in Retail Estates |
96.485 | 96.485 | |||||||||
| Investees accounted for using the equity method |
2.700 | 49.461 | 52.162 | ||||||||
| Assets held for sale | 14.209 | 126.560 | 140.769 | 0 | |||||||
| Inventories | 112.031 | 1.200 | 113.231 | ||||||||
| Work in progress | 65.542 | 65.542 | |||||||||
| Other assets | 69.544 | 86.497 | 91.002 | 10.311 | 3.216 | 2.550 | 163.762 | 155.484 | |||
| ASSETS PER SEGMENT | 933.080 | 413.336 | 772.055 | 643.613 | 188.585 | 183.599 | 2.242 | 0 | 1.895.961 | 1.240.548 | |
| LIABILITIES | |||||||||||
| Non-current financial debts | 562.002 | 460.478 | 562.002 | 460.478 | |||||||
| Current financial debts | 358.591 | 205.022 | 358.591 | 205.022 | |||||||
| Other liabilities | 184.895 | 87.837 | 184.895 | 87.837 | |||||||
| LIABILITIES PER SEGMENT | 1.105.489 | 753.337 | 1.105.489 | 753.337 | |||||||
| EQUITY | 790.472 | 487.211 |
| 562.002 | 460.478 | |||
|---|---|---|---|---|
| 358.591 | 205.022 | |||
| 184.895 | 87.837 | |||
| 1.105.489 | 753.337 | |||
Other segment information - real estate investments
The other segment information contains only information relating to the real estate investments. For further information on development projects we refer to note 8 'operational result of development projects'. Real estate investments consist of real estate available for lease as well as of the re-development of real estate investments.
Investments in and divestments of real estate investments, finance lease receivables and assets held for sale are commented on in notes 15, 21 and 22 respectively. Other property, plant and equipment is mainly for own use (note 17).
| Belgium | Luxembourg | Austria | TOTAL | |||||
|---|---|---|---|---|---|---|---|---|
| 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | |
| Real estate investments | ||||||||
| investments | 8.404 | 5.256 | 20.702 | 23.385 | 35 | 121 | 29.140 | 28.762 |
| divestments | -14.720 | -23.836 | -7.203 | -13.000 | -661 | -22.584 | -36.836 | |
| Finance lease receivables | 0 | 0 | ||||||
| investments | 0 | 0 | ||||||
| divestments | 0 | 0 | ||||||
| Assets held for sale | 0 | 0 | ||||||
| investments | 425 | 302 | 727 | 0 | ||||
| divestments | 0 | 0 | ||||||
| Other tangible assets (other) | 0 | 0 | ||||||
| investments | 1.242 | 700 | 1.242 | 700 | ||||
| divestments | 0 | 0 | ||||||
| depreciations | -29 | -35 | -38 | -64 | -38 | |||
| Net book value at the end of the financial year | 1.214 | 662 | 1.214 | 662 |
3.1.3 Key figures
The fair value and the investment value of the real estate portfolio comprise the buildings in operation, i.e. the buildings available for lease and the noncurrent assets held for sale, as well as the re-development of investment real estate. For the calculation of the other key figures (yield, total lettable area, occupancy rate and weighted average duration) only the buildings in operation are taken into account, excluding development projects and assets held for sale. Yields concern gross yields..
(1) The fair value of the real estate portfolio at the end of 2021 consists of the real estate investments (€1,407,919,000). . The fair value of the real estate portfolio at the end of 2020 consisted of the real estate investments (€1,141,190,000).
Real estate portfolio under leasing contracts and a few smaller real estate projects are not included in the real estate portfolio per segment.
(2) The calculation of the gross yield (in fair value and investment value) and the occupancy rate take into account all buildings, except for those recognised under 'assets held for sale' and 'project developments'
| Belgium | Luxembourg | Austria | TOTAL | |||||
|---|---|---|---|---|---|---|---|---|
| 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | |
| Fair value of the real estate portfolio (1) | 585.668 | 322.630 | 631.592 | 633.302 | 185.369 | 181.049 | 1.402.629 | 1.136.981 |
| Investment value of the real estate portfolio | 600.690 | 330.940 | 643.311 | 645.091 | 190.003 | 185.575 | 1.434.004 | 1.161.606 |
| Gross yield (in fair value) of the segment (2) | 4,61% | 5,69% | 5,23% | 5,31% | 5,55% | 5,46% | 4,90% | 5,44% |
| Gross yield (in investment value) of the segment (2) | 4,50% | 5,55% | 5,13% | 5,21% | 5,41% | 5,33% | 5,33% | 5,33% |
| Total lettable area (m2) | 256.478 | 213.975 | 188.996 | 187.319 | 43.404 | 54.089 | 488.878 | 455.383 |
| Occupancy rate (2) | 85,18% | 92,63% | 88,94% | 88,90% | 100,00% | 100,00% | 89,09% | 91,62% |
| Weighted average duration till first break possibility (# years) |
4,79 | 4,29 | 2,76 | 3,33 | 4,44 | 5,02 | 3,73 | 3,85 |
3.2 Segment information - key figures by type of building real estate investments
The real estate portfolio comprises both the buildings in operation and the non-current assets held for sale, as well as the development projects. For the calculation of the occupancy rate and the rental yield, only the buildings in operation are taken into account, excluding the assets held for sale and the development projects. Yields concern gross yields. With regard to the other assets, other than the real estate portfolio, it is not relevant to apply the segmentation per type. No single client of Nextensa NV represents more than 10% of total rental income, so it has no dependency in this regard.
| Retail | Offices | Other | TOTAL | |||||
|---|---|---|---|---|---|---|---|---|
| 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | |
| Rental income (incl. lease receivables and excl. compensation for termination and incentives) |
33.340 | 32.930 | 32.196 | 26.370 | 4.790 | 2.590 | 70.326 | 61.890 |
| Fair value of the real estate portfolio | 554.757 | 529.850 | 661.983 | 535.140 | 136.672 | 71.990 | 1.353.412 | 1.136.980 |
| Investment value of the real estate portfolio | 564.552 | 539.090 | 678.548 | 548.480 | 140.455 | 74.040 | 1.383.555 | 1.161.610 |
| Occupancy rate | 89,94% | 95,16% | 83,37% | 86,91% | 100,00% | 98,19% | 89,09% | 91,62% |
| Rental yield (in fair value) of the segment | 6,01% | 6,22% | 4,86% | 5,29% | 3,50% | 3,60% | 5,20% | 5,63% |
| Rental yield (in investment value) of the segment | 5,91% | 6,11% | 4,74% | 5,16% | 7,14% | 3,50% | 5,08% | 5,51% |
| Weighted average duration till first break possibility (# years) |
3,25 | 4,00 | 4,62 | 3,98 | 0,94 | 2,53 | 3,73 | 3,85 |
Nextensa NV rents its real estate investments out on the basis of customary rental contracts.
Gross rental income amounted to €65,216 thousand for 2021, compared with €61,572 thousand in 2020; a gross increase of €3,644 thousand. The net increase of €5.3 million (before the provision for COVID) was thanks to the fact that the former Leasinvest Real Estate portfolio has been supplemented (since 1 July 2021) by the historical buildings on the Tour & Taxis site. On the other hand a few buildings were sold in the course of 2020 and 2021, but the associated loss of rentals was offset by a smaller negative impact of COVID in 2021 than in 2020. Like-for-like rental income also increased by €2.6 million.
Costs of rent-free periods and rental incentives to tenants are deducted from rental income (in the item "rent-free periods") over the duration of the lease, defined as the period between the start and the first break date. Rental incentives not yet recognised in the result are deducted from the fair value of the assets.
This implies, when entering a new rental period (after a break possibility or after the conclusion of a new rental contract) and where a rent-free period has been granted, that no rent will be received during that period, but rent will be recognised under this heading. Consequently, ceteris paribus, this item has a positive balance. In the course of the rental period the rent received will be higher than the rent corrected for the rent-free period. This correction is presented under this heading and will, ceteris paribus, consequently have a negative balance, unless another rent-free period, exceeding this balance, is again granted in that period.
The table below indicates how much of the annual rental income could potentially be lost. If each tenant having a break possibility were to actually leave the building and there were to be no re-letting, this table shows what the loss of rental income would be.
Nextensa NV's portfolio consists mainly of players from the private sector and, to a lesser extent, the government sector. Consequently, there are relatively more rental contracts with shorter fixed durations (type 3/6/9 years).

Net rental income from real estate investments
| (in 1.000 €) | |||
|---|---|---|---|
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
| Rental income | 65.216 | 61.572 | |
| Rents | 63.727 | 60.316 | |
| Income from finance leases and comparable items | 1.489 | 1.256 | |
| Rental-related expenses | -42 | -1.724 | |
| Write-downs on trade receivables | -42 | -1.724 | |
| NET RENTAL INCOME FROM REAL ESTATE INVESTMENTS |
65.174 | 59.848 | 66.885 |
| 31/12/2021 | 31/12/2020 |
|---|---|
| Within one year | 12.741 | 6.895 |
|---|---|---|
| Between one and five years | 39.499 | 36.487 |
| More than five years | 15.856 | 16.327 |
| TOTAL | 68.096 | 59.709 |

Real estate charges were much higher than in the previous year, largely due to the additional buildings on the Tour & Taxis site.
To ensure that the buildings keep responding to the increasing demands of comfort, image and sustainability, maintenance and renovation works are regularly carried out. The item 'technical costs' comprises both recurring and occasional costs of repair to the real estate portfolio, besides the fees with regard to the total guarantee and the insurance premiums related to the technical management of the buildings.
The increase in commercial costs was mainly due to the additional buildings on the Tour & Taxis site.
Vacancy costs and charges borne by the owner were substantial, given COVID and the lack of organised events, shop closures and limited use of office on account of remote working (working from home).
NOTE 6
In 2021 two real estate assets were sold. In Luxembourg the Diekirch Match retail centre was sold in October 2021. In Belgium, Brixton Logistics was sold in February 2021. On these sales, a total capital gain of €4.4 million was realised.
NOTE 7
The net portfolio result shows a total unrealised capital loss of €8.6 million in 2021, due above all to the Knauf shopping centres which were still suffering from the COVID pandemic.
Summary of real estate costs
| (in 1.000 €) | |||
|---|---|---|---|
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
| Real estate charges | |||
| Technical costs | -1.882 | -871 | |
| Commercial costs | -1.850 | -970 | |
| Charges and taxes on un-let properties | -3.050 | -1.345 | |
| Real estate management costs | -5.800 | -6.410 | |
| Other real estate charges | -1.112 | -604 | |
| TOTAL | -13.694 | -10.200 | -10.307 |
Result of disposal of real estate investments (in 1.000 €)
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
|---|---|---|---|
| Net gains on real estate investments (sales price - transaction costs) | 26.987 | 36.282 | |
| Carrying amount of real estate sold (fair value) | -22.584 | -34.071 | |
| TOTAL | 4.403 | 2.211 | 2.211 |
Changes in fair value of real estate investments (in 1.000 €)
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
|---|---|---|---|
| Positive changes in fair value of real estate investments | 11.198 | 65.648 | |
| Negative changes in fair value of real estate investments | -19.813 | -36.362 | |
| TOTAL | -8.615 | 29.286 | 31.396 |

Operational result of development
projects
The result on development projects (revenues less costs of development projects) amounted to €1.9 million. This result was realised on the development of the Park Lane Project Phase I which is situated on the Tour & Taxis site. This development started in 2019 and consists of 319 residential units, of which only 11 apartments are still for sale. The last apartments will be delivered in May 2022.
The remaining result on development projects, €3.0 million, is mainly related to the earn-outs on the land component at the Cloche d'Or shopping centre.
The remaining amount of €10.5 million is related to the developments of the Cloche d'Or shopping centre in Luxembourg. These developments consist of both office and residential projects.
During 2021 four office projects were in progress, including the 'Banca' project, an office building of around 10,000 m² which was sold during the second half of the year to the end user, Banca Intesa Sanpaolo. At the beginning of January 2022 the Kockelscheuer building an office building of some 4,000 m², was sold for €48 million.
The building had been fully pre-let to Regus. At present there are thus two other office buildings under construction: Darwin I (5,000 m² of offices), which is already more than 90% pre-let (and the remainder on option) and which will be delivered in September 2022; and Darwin II (4.700 m² of offices) which has been fully pre-le to the Luxembourg State. This tenant also has a purchase option for thee years from delivery (scheduled for the end of March 2022), so that this building remains in portfolio for the time being. Given the persistently high demand for office buildings at Cloche d'Or, the necessary preparatory steps are currently being taken to develop two additional office buildings each of 7,000 m². For one of the buildings a LOI has already been signed for the lease of 40% of lettable area.
At the same time two residential projects are under construction, namely D-Sud and D-Nord. The D-Sud residential project has been quasi-fully delivered and fully sold. 151 apartments and 11 retail units are concerned. For the retail units some LOIs have already been signed in respect of rental. The D-Nord project consists of 194 apartments, 176 of which have already been sold off plan. Construction work is proceeding at full steam and delivery is expected at the beginning of 2023. Since practically all apartments under construction have been sold, marketing of the D5-D10 residential development project also started. This comprises some 150 apartments, of which about sixty have already been sold off-plan. This did not make any contribution to the results of 2021. Preparations are also under way for the marketing of the last residential project on Ilôt D, namely D-Tours. This is a project that consists of three residential towers which together will have 350 apartments and an area of 33,000 m². Marketing is expected to start in the second half of 2022.
Profit of €10.5 million was recognised for the year on office and residential development.
Result of development projects (in 1.000 €)
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
|---|---|---|---|
| Revenue from development projects | 26.593 | 27.583 | |
| Costs of development projects | -24.735 | -20.644 | |
| Other development projects | 2.990 | 7.332 | |
| Share of undertakings accounted for using the equity method |
10.525 | 20.165 | |
| TOTAL | 15.373 | 0 | 34.435 |
General corporate charges comprise the overhead costs of the company which are not related to the main business of generating rental and other income from developments. These are, among other things, the costs carried by a legal, listed entity and are mainly related to prescriptions/obligations regarding transparency, liquidity of the share and financial communication.
The general corporate charges increased from €2.1 million in 2020 to €7.2 million in 2021. This was mainly due to the addition of six months of overheads of Extensa Group as well as six months of wage and salary costs within Nextensa NV which were formerly borne by Leasinvest Real Estate Management NV and up until the first half of 2021 were reported under the heading real estate management.
NOTE 10
Financial income
Dividends received consist of dividends received of €6.1 million (for financial year 2020/2021) on the Retail Estates shares. Other financial income consists of the interest received on loans granted to the the joint venture for Cloche d'Or.
NOTE 11
Financial charges
The increase in nominal interest charges on loans (both long-term financial debt and bond borrowings) can be explained by additional six months of interest charges relating to Extensa, being included compared to 2020.
The costs of authorised hedges include the fixed interest rate settlements paid by Nextensa NV within the framework of the interest rate payer swaps concluded.

General corporate charges
General costs (in 1.000 €)
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
|---|---|---|---|
| Fees | -1.747 | -581 | |
| Costs of stock exchange listing | -496 | -628 | |
| Salaries & wages | -2.694 | 0 | |
| Other | -2.269 | -856 | |
| Total general costs | -7.205 | -2.065 | -15.257 |
Financial income (in 1.000 €)
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
|---|---|---|---|
| Dividends received | 6.082 | 5.946 | |
| Other financial income | 1.250 | ||
| TOTAL | 7.332 | 5.946 | 11.154 |
| Financial charges | |
|---|---|
| (in 1.000 €) |
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|---|---|---|

| Interest charges on borrowings | -10.019 | -7.998 | |
|---|---|---|---|
| Interest charges on non-current financial debts | -6.555 | -5.278 | |
| Interest charges on bond borrowings | -3.323 | -2.602 | |
| Interest charges on current financial debts | -114 | -118 | |
| Interest charges on lease liabilities | -27 | 0 | |
| Reconstruction of nominal amount of financial debts | 0 | ||
| Costs of financial instruments for hedging | -4.321 | -6.813 | |
| Other interest charges | -16 | -2 | |
| Capitalised interest charges | 346 | 23 | |
| TOTAL | -14.010 | -14.791 | -19.253 |
In addition, a decrease of €2.5 million can be observed in the costs of financial instruments held for hedging purposes. These declined due to a fall in the average hedge ratio over the course of 2021 caused by the early settlement of some derivatives a the end of 2020. The average cost of financing the real estate investment portfolio (excluding the marked-to-market of the hedges) after hedging amounted to 2.07% in 2021 (2020: 2.35%); before interest charges on the hedging portfolio, the average funding cost for 2021 was 1.32% (2020: 1.19%). At the end of 2021, financing costs were capitalised, namely €346 thousand (end of 2020:. €23 thousand).
NOTE 12
Changes in fair value of financial assets and liabilities
Changes in the fair value of authorised hedges subject to hedge accounting as defined by IFRS and the ineffective part of the cash flow hedges amounted to € -0.22 million in 2021. The revaluation of equity holdings in Retail Estates is also recognised under this heading. For 2021 a positive revaluation of €16.6 million was recognised on the equity holding in Retail Estates.
Changes in the fair value of authorised hedges not subject to hedge accounting relating to the fair value hedge concern variations of the noneffective interest rate swaps and CAPs.
NOTE 13
Deferred taxes
Costs relating to deferred taxes amount to €8.6 million. Of this, €5.0 million was due to recognition of a deferred tax cost for the difference between the carrying amount and the fair value at 31 December 2021 on the real estate investments. A further €4.8 million of deferred tax cost is attributable to Nextensa NV's equity holding in Retail Estates. These deferred tax costs are partly offset by recognition of a deferred tax asset on derivatives held for an amount of €1.3 million.
Changes in fair value of financial assets and liabilities (in 1.000 €)
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
|---|---|---|---|
| Authorised hedges subject to hedge accounting as defined by IFRS and ineffective part of CF hedges |
-218 | 220 | |
| Revaluation participation in other GVV/SIR | 16.621 | -33.513 | |
| Authorised hedges not subject to hedge accounting as defined by IFRS |
4.299 | -25.904 | |
| IFRS 16 | -54 | -253 | |
| TOTAL | 20.649 | -59.450 | -59.450 |


Until 19 July 2021 Nextensa NV was a BE-REIT and as such benefited from the associated special tax regime for the first six months of the year. Specifically for that period Nextensa NV is taxed only on disallowed expenses (especially regional taxes), abnormal or benevolent advantages received and exceptional contributions. Effective 19 July 2021, Nextensa NV relinquished its BE-REIT status and thus became subject to corporation tax.
Corporation tax and deferred tax

| (in 1.000 €) | ||
|---|---|---|
| Reconciliation of applicable and effective tax rates | ||
| 31/12/2021 | 31/12/2020 | |
| Profit/(loss) before tax | 64.431 | 8.163 |
| Profit/(loss) of investees accounted for using the equity method | -10.056 | 0 |
| 54.375 | 8.163 | |
| Applicable tax rate (%) | 25,00% | 25,00% |
| Tax on the basis of the applicable tax rate | -13.843 | -2.041 |
| Impact of rates in other jurisdictions | -1.821 | |
| Impact of non-taxable income | 1.120 | 2.041 |
| Impact of non-deductible costs | -75 | -480 |
| Impact of tax losses | 5.737 | |
| Impact of notional interest deduction | 0 | |
| Impact of changes in tax rates | 0 | |
| Impact of over/(under)-estimates in previous periods | 852 | |
| Impact of dividends received non-consolidated investees (DBI) | 0 | |
| Other impacts | -3.558 | |
| Tax on the basis of the effective tax rate | -11.588 | -480 |


Real estate investments (fair value method)
Real estate investments (fair value method) (in 1.000 €)
| for lease | Real estate available | investment real estate | Redevelopment of | receivables | Finance lease | Total | Assets held for sale | |||
|---|---|---|---|---|---|---|---|---|---|---|
| 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | |
| Balance at the end of the previous financial year |
1.104.385 | 1.080.207 | 36.805 | 12.322 | 0 | 17.720 | 1.141.190 | 1.110.249 | 0 | 0 |
| Investments | 23.966 | 27.228 | 5.902 | 1.535 | 29.867 | 28.763 | 0 | 0 | ||
| Divestments | -22.584 | -19.116 | 0 | 0 | 0 | -17.720 | -22.584 | -36.836 | 0 | 0 |
| Acquired by means of business combinations |
277.191 | 0 | 0 | 0 | 277.191 | 0 | 0 | 0 | ||
| Transfer from/(to) other items | -149.670 | -23.740 | 0 | 23.740 | -149.670 | 0 | 140.769 | |||
| Increase/(decrease) in fair value | -6.299 | 39.831 | -2.520 | -792 | -8.819 | 39.039 | 0 | 0 | ||
| Right to use IFRS 16 | -26 | -24 | 0 | 0 | -26 | -24 | 0 | 0 | ||
| Balance at the end of the financial year |
1.226.963 | 1.104.385 | 40.187 | 36.805 | 0 | 0 | 1.267.150 | 1.141.190 | 140.769 | 0 |
Real estate available to let increased by €122.2 million as a result of the addition of the Extensa Group's real estate portfolio. This concerns the Gare
Maritime, Maison de la Poste, Sheds, and Hotel des Douanes buildings and (underground) car parks. During 2021 two buildings were sold, namely Diekirch Match in Luxembourg and the semi-industrial part of the Brixton Business Park in Belgium. Three buildings are classified as held for sale: the Crescent, Monnet and Titanium).
For more information about real estate valuation, please refer to the real estate report on page 214.
Based on the fair value model according to IAS 40, real estate investments are recognised at fair value. This fair value corresponds to the amount for which a building could be sold between well-informed and ready parties acting in normal competitive circumstances. The fair value corresponds to the investment value as defined by an independent real estate expert, minus transaction costs. For more information on this matter we refer to the valuation rules. The investment value is the value as defined by an independent real estate expert, from which transfer rights have not been deducted. This value corresponds to the price that a third party investor (or hypothetical buyer) would pay to acquire the real estate in order to benefit from the rental income and realise a return on his investment. The values have been defined by independent real estate experts.
The following methods were used to define the fair value according to IFRS 13:
• Calculation of present value of estimated rental income
The investment value is the result of the yield applied on the estimated rental value (capitalisation method or market approach) corrected by the net present value of the difference between the current rent and the estimated rental value at the valuation date, for the period until the next break possibility of the current rental contracts.
• Discounted cash-flow methode
The DCF method consists in defining the present value of the future cash flows. The future rental income is estimated on the basis of the existing contractual rents and the real estate market outlook for each building in the following periods. At the same time the future maintenance costs are also estimated and taken into account. The discount rate applied takes into account the risk premium for the object defined by the market. The value obtained is also compared with the market on the basis of the definition of the residual land value.
• Residual valuation
Buildings to be renovated or in the course of renovation, or planned projects are valued based on the value after renovation, less the amount of the remaining work to be carried out, including costs, interest, vacancy and risk premium.
Assets and liabilities valued at fair value after their initial recognition can be presented in three levels (1-3), that each correspond to a different level of observability of the fair value:
- • Level 1 valuations of fair value are based on quoted prices in active markets for identical assets or liabilities.
- • Level 2 valuations of fair value are based on inputs other than quoted
- • Level 3 valuations of fair value are defined on the basis of valuation observable market data (unobservable data).
market prices included within Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. deduced from prices). techniques using data for the asset or liability that are not based on
Real estate investments come under level 3.
On 31 December 2021 Cushman & Wakefield defined the following for all the Nextensa NV buildings, including the part of the portfolio estimated by Stadim and Oerag:
-
an investment value of €1,434,010,000 (one billion, four hundred and thirtyfour million ten thousand euros), with investment values of €600,690,000, €643,310,000 and €190,000,000 respectively for the Belgian, Luxembourg and Austrian portfolios; and
-
a fair value of €1,402,630,000 (one billion, four hundred and two million, six hundred and thirty thousand euros), with fair values of €585,670,000, €631,590,000 and €185,370,000 respectively for the Belgian, Luxembourg and Austrian portfolios
-
IFRS 16: the value of the right-of-use asset/lease liability of the two Belgian buildings to which this principle applies, namely The Crescent in Anderlecht and Hangar 26/27 in Antwerp, amounts to €1,847,828 and €2,333,149 respectively at the end of 2021.
The real estate consists of business parks, offices and shops spread across the Grand Duchy of Luxembourg, Belgium and Austria.
For more details, we also refer to the note Key figures - (Other segment information).
The fair value of the real estate portfolio amounts to €1,407.9 million at the end of 2021 compared with €1,141.2 million at the end of December 2020.
The following table gives an overview of the valuation techniques applied per asset class, and of the main variables used.
Note that the above table does not individually mention vacancy, residual value and operating margin.
ERV means estimated rental value.
The vacancy assumption is incorporated based partly on location and rental contract and partly on yield. The economic life cycle is not shown specifically for office buildings and retail parks because it is already implicit in the definition of the yield.
| Asset class | Fair value 2021 (in 1.000 €) |
Fair value 2020 (in 1.000 €) |
Valuation technique | Key input data | 31/12/2021 Min-Max (weighted average) |
31/12/2020 Min-Max (weighted average) |
|---|---|---|---|---|---|---|
| Retail (Grand Duchy of Luxembourg & Belgium) |
370.170 | 348.800 NPV of estimated rental income | a) ERV range b) Average weighted estimated rental value c) Capitalisation rate range d) Weighted average cap. rate e) Residual duration f) Number of m² |
a) [€0.34/m² - €17.61/m²] b) [€11.26/m²] c) [1.77% - 7.58%] d) [6.61%] e) 2.72 years f) 170,731 m² |
a) [€9.34/m² - €18.04/m²] b) [€12.53/m²] c) [5.29% - 7.84%] d) [6.70%] e) 3.65 years f) 153,245 m² |
|
| Retail Austria | 185.369 | 181.050 DCF (discounted cash flow) | a) Average weighted estimated rental value b) Capitalisation rate range c) Capitalisation rate calculation end value after 10 yrs d) Residual duration e) Number of m² |
a) [€12.32/m²] b) [5.20% - 5.80%] c) [5.46%] d) 4.49 years e) 69,533 m² |
a) [€11.84/m²] b) [4.97% - 5.90%] c) [5.44%] d) 5.07 years e) 69,533 m² |
|
| Offices Grand Duchy of Luxembourg |
283.280 | 280.120 NPV of estimated rental income | a) ERV range b) Average weighted estimated rental value c) Capitalisation rate range d) Weighted average cap. rate e) Residual duration f) Number of m² |
a) [€16.52/m² - €40.28/m²] b) [22.99 €/m²] c) [3.75% - 6.10%] d) [4.91%] e) 2.40 years f) 45,433 m² |
a) [€12.49/m² - €49.81/m²] b) [25.60 €/m²] c) [3.75% - 6.25%] d) [5.36%] e) 2.96 years f) 41,306 m² |
|
| Offices Belgium | 436.610 | 259.230 NPV of estimated rental income | a) ERV range b) Average weighted estimated rental value c) Capitalisation rate range d) Weighted average cap. rate e) Residual duration f) Number of m² |
a) [€10.09/m² - €27.98/m²] b) [12.37 €/m²] c) [3.60% - 8.75%] d) [4.56%] e) 6.76 years f) 132,455 m² |
a) [€8.33/m² - €27.52/m²] b) [13.02 €/m²] c) [3.75% - 8.75%] d) [5.46%] e) 5.58 years f) 87,590 m² |
|
| Other | 132.490 | 71.990 DCF (discounted cash flow) or NPV of cash flows at discount rate) |
a) ERV range b) Average weighted estimated rental value c) Average discount rate d) Economic life e) Residual duration f) Number of m² |
a) [€2.24/m² - €7.30/m²] b) [€2.24/m²] c) 5.02% d) 30 years e) 2.35 years f) 47,057 m² |
a) [€4.76/m² - €8.14/m²] b) [€6.46/m²] c) 5.61% d) 30 years e) 2.35 years f) 32,748 m² |
|
| Total real estate investments |
1.407.919 | 1.141.190 |


On 19 July 2021 100% of the shares of Extensa Group NV and associated companies and 100% of the shares of Leasinvest Real Estate Management NV were acquired by means of two contributions in kind. Through this transaction the Group expanded significantly. For the new group structure we refer to: the section Corporate Governance Statement, sub section Group structure and shareholders. This transaction was also accompanied by a capital increase. For further details on this we refer to note 28 on capital.
Investees accounted for using the equity method are commented on in note 18.
Other items of property, plant and equipment are recognised at cost minus accumulated depreciation and any impairments (in accordance with IAS 16).
These are written off on a straight-line basis over their economic useful life. Capital expenditure (€2.2 million) mainly concerns solar panels in Belgium and Austria.

| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|---|---|---|
| 1.851 | 80 | |
| 1.554 | 1.133 | |
| 878 | ||
Minority interests
Financial information on Grossfeld PAP
| 31/12/2021 | PRO FORMA 31/12/2020 |
|
|---|---|---|
| Non-current assets | ||
| Current assets | 31,986 | |
| Total assets | 31,986 | 32,731 |
| Non-current liabilities | 4,356 | |
| Current liabilities | 12,412 | |
| Total liabilities | 16,768 | 17,643 |
| Net assets | 15,218 | 15,088 |
| Group's share in the net assets | 4,709 | 4,668 |
| Non-controlling interests' share in net assets | 10,509 | 10,420 |
| Group share in net assets - Other | -6 | |
| Total non-controlling interests | 10,503 | 10,420 |
NOTE 18
Investments in associates and joint ventures
Nextensa NV sold 5% of its stake in Darwin I SàRL on 6 September 2021 for €6.2 million. No gain or loss was recognised in the consolidated income statement since the investee is valued at fair value. Nextensa NV sold Banca I SA and Banca II SàRL on 17 November 2021 for €24.1 million. No gain or loss was recognised in the consolidated income statement since the investee was valued at fair value.
The most important investee accounted for using the equity method is Grossfeld PAP.
| Revenue and other operating revenues |
|---|
| Profit (loss) before interest and taxation |
| Taxation |
| Profit (loss) for the year |
Current financial assets (in 1.000 €)
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
|---|---|---|---|
| Acquired by means of business combi nations |
41.711 | ||
| Share of profit/(loss) of investees ac counted for using the equity method |
10.525 | ||
| Provisions for investments with nega tive equity |
113 | ||
| Dividends received from JVs | |||
| Investments (+)/Divestments (-) | 37 | ||
| Other | -956 | ||
| Balance at 31 December 2021 | 51.430 | 0 | 31.447 |
| Name | Country | Main activity | 31/12/2021 | 31/12/2020 |
|---|---|---|---|---|
| CBS Development NV | Belgium | Real estate development | 50,00% | N/A |
| CBS-Invest NV | Belgium | Real estate development | 50,00% | N/A |
| Grossfeld Immobilière SA | Luxembourg Real estate development | 50,00% | N/A | |
| Grossfeld PAP SICAV-RAIF SA | Luxembourg Real estate development | 50,00% | N/A | |
| Banca I SA | Luxembourg Real estate | 0,00% | N/A | |
| Banca II SàRL | Luxembourg Real estate development | 0,00% | N/A | |
| Darwin I SàRL | Luxembourg Real estate development | 45,00% | N/A | |
| Darwin II SàRL | Luxembourg Real estate development | 50,00% | N/A | |
| NEIF III Kockelscheuer SàRL | Luxembourg Real estate development | 45,00% | N/A | |
| Emerald I SàRL | Luxembourg Real estate development | 50,00% | N/A | |
| White House I SàRL | Luxembourg Real estate development | 50,00% | N/A | |
| Monteco BV | Belgium | Real estate development | 100,00% | N/A |
| Les Jardins de Oisquercq NV | Belgium | Real estate development | 50,00% | N/A |
| Summarised financial information of Grossfeld PAP | ||
|---|---|---|
| 01/07/2021 - 31/12/2021 |
||
| Revenue and other operating revenues | 87.208 | |
| Profit (loss) before interest and taxation | 19.004.019 | |
| Taxation | -5.936 | |
| Profit (loss) for the year | 19.025.903 | |
| Profit (loss) attributable to owners of the company | 9.512.952 | |
| 31/12/2020 | ||
| Non-current assets | 28.371 | |
| Current Assets | 339.339.651 | |
| Total Assets | 339.368.022 | |
| Non-current liabilities | 105.364.581 | |
| Current liabilities | 133.253.782 | |
| Total Liabilities | 238.618.363 | |
| Net assets | 100.749.659 |
Group's share of net assets 48.807.358

Trade receivables and other non-current assets
Long-term trade receivables and other non-current assets concern the financing that Nextensa NV grants to Cloche d'Or. At year-end 2021 this amounted to €6.3 million.
NOTE 20
Non-current financial assets
Non-current financial assets increased because on 31 December 2021 a gain of €16.6 million was recognised on the equity holding in Retail Estates, which in accordance with IFRS must be valued at the closing price on balance sheet date.


Finance lease receivables
The finance lease receivable relates to the lease of a building with a total lease term of 25 years of which three years remain in 2021. The interest rate inherent in the lease is 1.9% and is fixed for the remaining lease term.
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
|---|---|---|---|
| Loans and receivables | 0 | 0 | |
| Equity holdings in other REITs (SIR/GVV) | 96.484 | 79.863 | |
| Loans and receivables | 0 | ||
| Other | 1.160 | 459 | |
| Real estate certificates | 0 | ||
| Hedges | 684 | 33 | |
| Investments in related companies | 0 | ||
| TOTAL | 98.328 | 80.355 | 80.321 |
Finance lease receivables (in 1.000 €)
| Within one year | 723 |
|---|---|
| Between 1 and 5 years | 3.142 |
| 3.865 |
| Minimum lease payments |
|||
|---|---|---|---|
| 31/12/2021 | 31/12/2020 | ||
| Within one year | 723 | ||
| Between 1 and 5 years | 3.142 | ||
| 3.865 | |||
| Min: unearned financial income | -158 | ||
| Present value of minimum lease payments | 3.707 | 0 | |
Contract assets concern the Riva and Park Lane projects in Belgium and Cloche d'Or in Luxembourg. The project under construction at Tour & Taxis, Brussels, concerns the Park Lane I project. Park Lane I is a residential development of 319 apartments, of which only 11 remain for sale, located right next door to the Gare Maritime (the former freight station, now being converted into a covered city hub).
Contract assets concern amounts due by clients in respect of projects in progress. Costs incurred on these contract assets are reduced by customer payments received in accordance with a series of performance-related milestones.
NOTE 22
Assets held for sale
All assets held for sale are real estate investments: assets concerned are The Crescent in Belgium and the Monnet and Titanium buildings in Luxembourg.
As the asset is a real estate investment accounted for according to the fair value model, it is valued at fair value, which is the carrying amount less the transaction costs based on the valuation by the recognised independent external real estate expert.

NOTE 23
Inventories
Inventories consist mainly of the Tour & Taxis land portfolio, on which a further 130,000 m² approximately can be developed in the future in zones A and B for residential and office purposes. At the same time in zone C the second phase of Park Lane can be developed, numbering some 350 apartments.
Inventories
(in 1.000 €)
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
|---|---|---|---|
| Land portfolio | 19.205 | ||
| Land, Tour & Taxis | 92.512 | ||
| Other | 1.514 | ||
| TOTAL | 113.231 | 0 | 112.589 |
Work in progress (in 1.000 €)
| 31/12/2021 | PRO FORMA 31/12/2020 |
|
|---|---|---|
| Construction costs incurred plus recognised profits/less recognised losses to date |
108.435 | 88.008 |
| less: | ||
| Progress billings | -42.893 | -5.743 |
| TOTAL | 65.542 | 82.265 |
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|---|---|---|
| 38.410 | ||


Trade receivables
Nextensa NV estimates that the carrying amount of the trade receivables is close to their fair value. Consequently, no corrections to the carrying amount of the receivables have been made. The increase related to 2020 is explained by the addition of the trade receivables of Extensa Group.
NOTE 26
Tax receivables and other current assets
The item tax receivables mainly relates to VAT and real estate taxes to be recovered. The increase in other current assets is attributable to the inclusion of Extensa Group.
Overdue trade receivables for which no provision has been made are either covered by bank guarantees payable on first request or form part of an agreed repayment plan.
Tax receivables and other current assets (in 1.000 €)
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
|---|---|---|---|
| Taxes | 16.956 | 1.772 | |
| Other | 35.248 | 1.445 | |
| TOTAL | 52.204 | 3.217 | 50.380 |
Trade receivables
| (in 1.000 €) | ||||||
|---|---|---|---|---|---|---|
| 31/12/2021 | ||||||
| Total | not due | overdue < 30 dd |
overdue < 60 dd |
overdue < 120 dd |
overdue> 120 dd |
|
| Trade receivables | 21.440 | 18.223 | 1.629 | 533 | 1.055 | |
| To be invoiced | 1.222 | 1.222 | ||||
| Doubtful receivables | -1.040 | -1.040 | ||||
| TOTAL | 21.622 | 19.445 | 0 | 1.629 | 533 | 15 |
| 31/12/2020 | ||||||
| Total | not due | overdue < 30 dd |
overdue < 60 dd |
overdue < 120 dd |
overdue> 120 dd |
|
| Trade receivables | 9.145 | 3.907 | 3.762 | 19 | 337 | 1.120 |
| To be invoiced | 1.273 | 1.273 | ||||
| Doubtful receivables | -189 | -189 | ||||
| TOTAL | 10.229 | 5.180 | 3.762 | 19 | 337 | 931 |
| Receivables and payables | 31/12/2021 31/12/2020 | |
|---|---|---|
| Accumulated depreciation - opening balance | -189 | -530 |
| -851 | 0 | |
| Impairment reversed during the financial year | 0 | 0 |
| 0 | 341 | |
| Accumulated depreciation - closing balance | -1.040 | -189 |

Accumulated depreciation - opening balance -189 -530 Impairment recognised during the financial year Impairment reversed during the financial year 0 0 Write-off of impairment during the financial year Accumulated depreciation - closing balance -1.040 -189
NOTE 27

Cash and cash equivalents
Cash and cash equivalents consist exclusively of current accounts with financial institutions. For changes in cash and cash equivalents we refer to the cash flow statement. The increase is attributable to the merger with Extensa Group.
NOTE 28
Share capital, share premium, treasury shares and net result
On 19 July 2021 two contributions in kind took place which had a direct influence on the share capital and the share premium. In all 4,075,458 new shares were created. Of these, 45,833 shares were created by the contribution in kind of Leasinvest Real Estate Management and 4,029,625 by the contribution in kind of Extensa Group NV. This transaction resulted in a capital increase of €293.4 million.
a) Categories of shares:
Nextensa NV has only one category of shares, namely ordinary shares. Shares can be nominative or dematerialised. Dematerialised shares confer the right to one vote and one dividend per share. Since 19 July 2021, nominative shares that have been held for at least two years have conferred a double voting right. All shares are fully paid up. For more information on the nature of the shares, we refer to the company's Articles of Association.
28.1 Subscribed capital
b) Authorised capital:
The Board of Directors is authorised to increase the company's capital on such dates and subject to such conditions as it may establish, in one or more instalments, for a total amount of €109,997,148.34 This authorisation is valid for five (5) years from the date of publication of the minutes of the extraordinary general meeting of shareholders of 19 July 2021. It is renewable. For more information on the authorised capital, we refer to the company's Articles of Association (Article 7).
c) Costs of capital increase:
Any costs related to capital transactions and, consequently, to the issue of new shares are deducted from the reserves. In 2021 these costs amounted to €2.3 million.
28.2 Share premium
As a result of he above-mentioned transaction the share premium account increased by €248.6 million, amounting to €442.8 million at the end of December 2021.
28.3 Result
The consolidated net result attributable to owners of the Group for the past financial year 2021 amounted to €53.2 million. The Board of Directors proposes to the ordinary general meeting of shareholders that it approves the payment of a dividend to the 10,002,102 eligible shares of €2.50 per share gross and €1.75 net after 30% withholding tax.
Subject to the approval of the ordinary general shareholders' meeting of 16 May 2022, the dividend will be paid against presentation of coupon No 27.
NOTE 29 Information on financial debt
29.1 Overview of financial instruments at carrying amount
29.2 Note on financial debt
(*) Leasing liabilities in 2020 were shown under "Other non-current liabilities"
The increase in financial debt is mainly the result of the business combinations.
Overview of financial instruments at carrying amount (in 1.000 €)
Categories of financial instruments
| 31/12/2021 | 31/12/2020 | |||||
|---|---|---|---|---|---|---|
| Financial assets | ||||||
| Amortised cost | ||||||
| Cash and cash equivalents | 67.261 | 2.745 | ||||
| Trade and other receivables | 80.076 | 13.446 | ||||
| Work in progress | 65.542 | 0 | ||||
| Inventories | 113.231 | 0 | ||||
| Fair value | ||||||
| Non-current financial assets | 98.329 | 80.354 | ||||
| Non-current assets held for sale | 140.769 | 0 | ||||
| Finance lease receivables | 3.707 | 0 | ||||
| 568.914 | 96.544 |
Financial liabilities
| Amortised cost | ||
|---|---|---|
| Loans | 916.191 | 665.500 |
| Trade and other payables | 57.704 | 17.807 |
| Other current liabilities | 14.304 | 1.672 |
| Fair value | ||
| Leasing liabilities | 4.402 | 4.500 |
| Long-term liability hedging | 20.714 | 34.213 |
| 1.013.315 | 723.691 |
Overview of net financial debt (in 1.000 €)
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
|---|---|---|---|
| Loans from credit institutions > 1 yr. | 415.116 | 358.917 | |
| Loans from credit institutions < 1 yr. | 134.439 | 82.754 | |
| Private bonds | 185.000 | 100.000 | |
| Capitalised costs of bonds | -998 | -611 | |
| Commercial paper | 179.000 | 121.980 | |
| Provision for interest | 1.883 | 470 | |
| Leases* | 4.402 | ||
| Accounting value of Financial Debts excluding rental guarantees |
918.842 | 663.510 | 0 |
| Rental guarantees | 1.751 | 1.989 | 0 |
| Accounting value of Financial Debts including rental | 920.593 | 665.500 | 921.522 |
Accounting value of Financial Debts including rental guarantees



| Loans from credit |
Commercial | Rental | Capitalised costs of |
||||||
|---|---|---|---|---|---|---|---|---|---|
| institutions | Bonds > 1 yr | Bonds < 1 yr | paper | guarantees | Leases | bonds | Interests | Total | |
| Balance at 1 January 2021 | 441.671 | 100.000 | 121.980 | 1.989 | -611 | 470 | 665.500 | ||
| Changes due to business combinations | 171.675 | 85.000 | 106 | -636 | 256.145 | ||||
| Changes in financial cash flows | -62.129 | 0 | 0 | 57.020 | -238 | -232 | 0 | -9.725 | -15.305 |
| Decrease (-) in financial debts | -1.506.592 | 0 | -238 | -205 | -1.507.035 | ||||
| Increase (+) in financial debts | 1.444.463 | 57.020 | 0 | 1.501.483 | |||||
| Financial interest paid | -27 | 0 | -9.725 | -9.752 | |||||
| Other variations | 0 | 0 | 0 | 0 | 0 | 28 | 249 | 9.476 | 9.754 |
| Fluctuations in prices, rates and other | -54 | -54 | |||||||
| New contracts | 55 | 55 | |||||||
| Interest charges | 27 | 9.476 | 9.503 | ||||||
| Amortisation | 249 | 249 | |||||||
| Transfer from/(to) other items | -1.662 | -40.000 | 40.000 | 0 | 4.500 | 1.662 | 4.500 | ||
| Balance at 31 December 2021 | 549.555 | 145.000 | 40.000 | 179.000 | 1.751 | 4.402 | -998 | 1.883 | 920.593 |
Total financial debts increased by €255.1 million in comparison with the end of 2020, amounting to €920.593 thousand. This increase is attributable to the addition of the financial debts of Extensa Group following the merger.
The heading Bonds includes €100 million relating to the bond issued by Nextensa NV in 2019 and €85 million relating to bonds issued by Extensa Group. For Nextensa this concerns a private placement of €100 million issued at a fixed interest rate of 1.95% with a final maturity of 28 November 2026. For Extensa Group this concerns on the one hand a private placement of €45 million issued at a fixed interest rate of 3.00% with a final maturity of 29 June 2022, and on the other hand a private placement of €40 million issued at a fixed interest rate of 3.38% with a final maturity of 5 June 2024. Drawdowns of bilateral bank credit lines amounted to €415.0 million long term and €134.4 million short term at 31 December 2021.
'Other current financial debts' of €179.0 million consist of commercial paper issued at less than one year for an amount of €179.0 million. Commercial paper in circulation increased over the past financial year by €57.0 million due to increased market demand by investors. Commercial paper issues are paid on the basis of a variable interest rate and all fall due within the year. These issues are fully covered by the available credit lines, ensuring that these maturities can always be refinanced should the market demand for new issues decrease.
Besides this, another non-current financial debt was recognised for the lease liability of Nextensa NV in respect of The Crescent in Anderlecht and Hangar 26-27 in Antwerp. For this, a total liability of €4.4 million was recognised. The incremental borrowing rate used amounts to 5.0%.
The total drawn down debt position at closing date amounted to €920,593 thousand, of which €1,751 thousand of rental guarantees received.
Bond issues are measured at amortised cost.
The carrying amount of the private bond issues at the end of 2021 was € 184.0 million compared with € 99.6 million at the end of 2020, as a result of the inclusion of Extensa Group's bond issue of €85 million.
At the end of 2021, fixed rate borrowings as a proportion of total outstanding financial debt of €918.84 million excluding rental guarantees were 27% or €245 million, the percentage being unchanged from the end of 2020 (27%).
Financial institutions grant credit lines to Nextensa NV based on the company's reputation and various financial and other covenants. Failure to respect these covenants can entail the early termination of these credit facilities. The credit agreements entered into contain classic covenants.
The company complies with all its covenants.
In the context of various development projects, the Group provided pledges as security for financial debt amounting to € 172 millions.
Within the framework of the additional obligations imposed by IAS 7, we report that the movements on the balance sheet with regard to financial debts for both the financial year 2021 and 2020, consist exclusively of cash movements in the context of drawdowns of credit lines.
29.2 Fair Value Disclosures
Assets and liabilities valued at fair value after their initial recognition can be presented in three levels (1-3), that each correspond to a different level of observability of the fair value:
- • Level 1 valuations of fair value are based on quoted prices in active markets for identical assets or liabilities.
- • Level 2 valuations of fair value are based on inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. deduced from prices).
- • Level 3 valuations of fair value are defined on the basis of valuation techniques using data for the asset or liability that are not based on observable market data (unobservable data).
Breakdown according to maturity of financial debts and credit lines (in 1.000 €)
| 31/12/2021 Debts with a remaining duration of |
31/12/2020 Debts with a remaining duration of |
|||||||
|---|---|---|---|---|---|---|---|---|
| < 1 year | > 1 year <= 5 years > 5 years |
Total | < 1 year | > 1 year <= 5 years > 5 years |
Total | |||
| Financial debts - credit institutions |
||||||||
| Credit lines | 461.000 | 789.675 | 0 | 1.250.675 | 83.000 | 421.000 | 140.000 | 644.000 |
| Credit draw-downs | 354.000 | 559.555 | 913.555 | 83.000 | 258.560 | 99.900 | 441.460 | |
| Interests | 10.951 | 34.062 | 0 | 45.013 | 51 | 10.054 | 2.970 | 13.075 |
| % share (credit draw-downs/ credit lines) |
76,6% | 100,0% | 63,8% | 73,5% | 70,6% | |||
| Bond loans | 44.920 | 39.599 | 99.483 | 184.002 | 99.571 | 99.571 | ||
| Commercial Paper program | 250.000 | 250.000 | 250.000 | 250.000 | ||||
| Commercial Paper draw downs |
179.000 | 179.000 | 122.000 | 122.000 | ||||
| % share CP / credit lines | 14,3% | 18,9% | ||||||
| % share (credit draw-downs & CP / credit lines) |
87,4% | 87,5% | ||||||
| % surplus credit lines after covering CP |
12,6% | 12,5% | ||||||
| Lease contracts | 2.307 | 554 | 1.541 | 4.402 | 205 | 1.212 | 3.082 | 4.500 |
| at the end of 2021 | Level 1 | Level 2 | Level 3 | Carrying amount |
Fair value |
|---|---|---|---|---|---|
| Non-current financial assets | |||||
| - Participations in other REIT (SIR/GVV)/ real estate certificates |
96.485 | 96.485 | 96.485 | ||
| - Investments in entities accounted for using the equity method |
51.430 | 51.430 | 51.430 | ||
| - Other derivative instruments that qualify as fair value hedges |
684 | 684 | 684 | ||
| Finance lease receivables | 3.707 | 3.707 | 3.707 | ||
| Current financial assets | |||||
| Trade receivables | 21.622 | 21.622 | 21.622 | ||
| Tax receivables and other current assets | 52.204 | 52.204 | 52.204 | ||
| Cash and cash equivalents | 67.261 | 67.261 | 67.261 | ||
| Deferred charges and accrued income | 1.342 | 1.342 | 1.342 | ||
| Non-current financial debts | |||||
| - Credit institutions | 415.116 | 415.116 | 415.208 | ||
| - Other | 142.485 | 142.485 | 144.755 | ||
| Other non-current financial liabilities | |||||
| - Financial derivatives through the income statement |
|||||
| - Financial derivatives through other equity components |
20.714 | 20.714 | 20.714 | ||
| - IFRS 16 | 4.402 | 4.402 | 4.402 | ||
| Current financial debts | |||||
| - Credit institutions | 134.688 | 134.688 | 135.089 | ||
| - Other | 223.903 | 223.903 | 224.429 | ||
| Trade debts and other current debts | |||||
| - Other current liabilities | 17.035 | 17.035 | 17.035 | ||
| - Trade payables | 40.669 | 40.669 | 40.669 | ||
| Other current liabilities | 14.304 | 14.304 | 14.304 | ||
| Deferred charges and accrued income | 38.852 | 38.852 | 38.852 |
Specifically, for the valuation of loans the company makes use of comparable market data such as an approximation of the applied reference rate and an approximation of the evolution of the credit margin based on recent comparable observations.
With regard to derivative instruments, the valuations of the various bank counterparties were used. However, these instruments were classified under level 2 as we calculate a CVA or a DVA on these received valuations, and this on the basis of market data that are an approximation of the credit risk. The valuation of private bonds is based on an approximation of an observable CDS spread and the evolution of six-month EURIBOR.
29.3 Note on derivative financial instruments
In order to limit the risks of a rise in variable interest rates, Nextensa NV has partially hedged its borrowings by concluding the following financial products:
| at the end of 2020 | Level 1 | Level 2 | Level 3 | Carrying amount |
Fair value |
|---|---|---|---|---|---|
| Non-current financial assets | |||||
| - Participations in other REIT (SIR/GVV)/ real estate certificates |
79.863 | 79.863 | 79.863 | ||
| - Other derivative instruments that qualify as fair value hedges |
33 | 33 | 33 | ||
| - Other | 458 | 458 | 458 | ||
| Current financial assets | |||||
| Trade receivables | 10.229 | 10.229 | 10.229 | ||
| Tax receivables and other current assets | 3.217 | 3.217 | 3.217 | ||
| Cash and cash equivalents | 2.745 | 2.745 | 2.745 | ||
| Deferred charges and accrued income | 1.259 | 1.259 | 1.259 | ||
| Non-current financial debts | |||||
| - Credit institutions | 358.917 | 358.917 | 358.917 | ||
| - Other | 101.561 | 101.561 | 101.561 | ||
| Other non-current financial liabilities | |||||
| - Financial derivatives through the income statement |
|||||
| - Financial derivatives through other equity components |
34.213 | 34.213 | 34.213 | ||
| - IFRS 16 | 4.500 | 4.500 | 4.500 | ||
| Current financial debts | |||||
| - Credit institutions | 83.051 | 83.051 | 83.051 | ||
| - Other | 121.971 | 121.971 | 121.971 | ||
| Trade debts and other current debts | |||||
| - Trade payables | 17.806 | 17.806 | 17.806 | ||
| Other current liabilities | 1.672 | 1.672 | 1.672 | ||
| Deferred charges and accrued income | 9.701 | 9.701 | 9.701 |
Cash flow hedges (in 1.000 €)
| Type of hedge | Notional amount |
IFRS qualifi cation |
Maturity | Interest rate | Interest rate |
|---|---|---|---|---|---|
| Paying leg | Receiving leg | ||||
| Current hedges SWAPS |
|||||
| IRS payer | 215.000 | Cashflow hedges |
2023-2029 | 1.13% - 2.94% | EUR 3M |
| IRS payer | 40.000 | Fair Value hedge |
2026 | -0.44% - -0.52% | EUR 3M |
| Total notional amount | 255.000 | ||||
| CAPS | |||||
| Total notional amount | 100.000 | Fair Value hedge |
2022 - 2024 | 0.00% - 0.50% | |
| Starting in the future | |||||
| Total notional amount | 25.000 | Cashflow hedges |
2026 - 2027 | 0.875% - 1.095% | EUR 3M |
| Total notional amount | 280.000 | Fair Value hedge |
2025 - 2029 -0.450% - 1.005% | EUR 3M | |
| Total notional amount | 305.000 |
At the end of financial year 2021 the notional amount of current net payer IRS contracts amounted to €255 million and the future payer IRS to €305 million.
The hedge ratio for the investment portfolio at the end of 2021 stood at 67% (fixed ratio 55%), in comparison with 70% (fixed ratio 60%) at the end of 2020.
The relation between variable interest debt of €634,555 thousand and fixed rate debt (€202,500 thousand), the corresponding IRS hedge (€255,000 thousand) and the current CAPS (€100,000 thousand) is the hedge position and is thus calculated on the basis of the notional amount of current active hedges at that moment. For this calculation future derivative instruments are not taken into account since they do not offer any protection at that time against increases in interest rates. In the table below is explained how the hedge ratio and the fix ratio are calculated at the closing date. It is important to mention here that the hedge ratio is calculated for the portion of borrowings that relates to the investment portfolio. For this a distribution key is used that allocates borrowings to real estate investments. The remaining borrowings are then by definition project investments for which it is not relevant to calculate a hedge ratio.
Derivative financial instruments are valued at fair value, which corresponds to the marked-to-market calculated by financial institutions. With regard to IRS, hedge accounting is applied to part of them and the efficiency of the hedges has been proven; another part is subject to non-effective hedge accounting . They relate to cash flow hedges on the one hand, IRS payer swaps being used to hedge outstandings under credit lines at variable interest rates, including commercial paper issued at variable interest rates, with price adjustments at short-term intervals (typically three months or less).
In practice, this means that the effective part is revalued in equity and the ineffective part through profit and loss. The effective part of the cash flow hedges is attributed to the "reserve for the balance of changes in fair value of authorised hedges subject to hedge accounting as defined in IFRS", and the ineffective part of the cash flow hedges, together with the fair value hedges, is recognised in the " reserve for the balance of changes in fair value of authorised hedges not subject to hedge accounting as defined in IFRS".
Calculation of hedge ratio (in 1.000 €)
| 31/12/2021 | |
|---|---|
| A | 634.555 |
| B | 202.500 |
| C | 255.000 |
| D | 0 |
| E | 100.000 |
| ((B+C))/(A+B) | 55% |
| (B+C+E-D)/A | 67% |



The fair value of the hedges at closing date is composed as follows:
The balance of the liabilities of €20.7 million is presented under "Other noncurrent liabilities" and "Other current liabilities" and the balance of the assets of €684,000 is presented in "Non-current financial assets" (note 20).
29.4 Information on financial risk management
29.4.1 Financial management
The financial policy is aimed at optimising the costs of capital and limiting the financing, interest rate, liquidity, cash flow, counterparty and covenant risks. For explanations of financial risk management, the potential impact, the limiting factors and measures, we refer to the note on risks as described under Risk Factors on page 4 of the Annual Report.
29.4.2 Specific note on Liquidity risk
At 31 December 2021 the weighted average remaining duration of the credit portfolio allocated to investment real estate had decreased from 3.36 years at the end of 2020 to 2.98 years. For a more detailed presentation of the maturity analysis, we refer to the note on financial debts.
The weighted average remaining duration of the hedges decreased from 4.58 years a the end of 2020 to 3.98 years at the end of 2021.
The liquidity risk inherent in the difference between the weighted average remaining durations of the financial liabilities and the financial liabilities deriving from them is monitored in light of the refinancing expectations of the credit portfolio and the estimated future extra funding needs of the company. The liquidity risk concerns the possible unavailability of extra financing to refinance the maturity dates in the credit portfolio or to meet extra credit needs. On the one hand, this risk is mitigated by a balanced spread of the maturity dates of the credits and by the diversification of the funding sources.
29.4.3 Market risk sensitivity analysis
In the table below an overview is given of the different types of market risk to which the company is exposed at the end of the reporting period, with the potential effect on the company's equity of changes in the various risk variables to which the company is exposed.
Derivative financial products (in €)
| 31/12/2021 | 31/12/2020 | |||
|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | |
| Interest Rate Swaps, Caps | 684 | -20.714 | 33 | -34.213 |
Impact on shareholders' equity
| Change of market risk | DECREASE | INCREASE |
|---|---|---|
| Estimated rental value | negative | positive |
| Inflation | negative | positive |
| Capitalisation rate | positive | negative |
| Remaining duration rental contract | negative | positive |
| Occupancy rate | negative | positive |
| Maintenance cost | positive | negative |
| Interest rate financing | positive | negative |
| Other funding costs | positive | negative |
The average financing cost for finance taken on for the investment portfolio (excluding the marked-to-market of the hedges) after hedging amounted to 2.07% at the end of 2021 (end of 2020: 2.35%),
A 100 bps increase in variable interest rates, calculated with the current hedge ration, would have an impact on financial charges of €1.5 million.
29.4.4 Tenant and credit risk
Efforts are being made to improve the spread of major tenants and of the sectors in which they are active in order to achieve a tenant and rental income risk that is as diversified as possible, thereby limiting the company's vulnerability to the disappearance of one or more major tenants due to termination of the rental contract or bankruptcy.
The top ten tenants account for approximately 16% of rental income. The sector diversification of our tenant portfolio remains good.
The creditworthiness of our tenants' portfolio is still very good, which is proven by the fact that Nextensa NV has had barely any write-downs of doubtful debts in the last few years whether in Belgium, Luxembourg or Austria. On the other hand in 2021 in the context of COVID-19, a provision was made for a total amount of €0.9 million.
For an analysis of outstanding trade receivables we refer to note 27.
We also run a credit risk on buyers of residential real estate. However this risk is limited given that at year-end €6.3 million of the amount is due from Grossfeld PAP. Apart from this amount the Group has no significant outstanding amounts on any one major party.
Trade payables increased to €40.7 million as a result of the addition of the balance sheet of Extensa Group.
NOTE 31
Other current liabilities
The item comprises dividends to be paid, provisions relating to rental guarantees and rental guarantees received in cash.

| PRO FORMA | ||
|---|---|---|
| 31/12/2021 | 31/12/2020 | 31/12/2020 |
| 15.268 | 2.350 | |

Accrued charges and deferred income - liabilities
Accrued charges and deferred income - liabilities concern inter alia rentals received in advance in respect of 2022 and interest charges. The item also includes €30.2 million of advance payments received in respect of developments of Cloche d'Or.
NOTE 33
Deferred taxes
Deferred tax of €45.0 million mainly relates to recognition of a deferred tax liability on real estate investments. This concerns the difference between the carrying amount and the fair value.
NOTE 34
Related-party transactions

Until 19 July 2021 Leasinvest Real Estate Management NV was the statutory manager of Nextensa NV. Until 19 July 2021 Leasinvest Real Estate Management NV received a management fee for this of 0.415% of the consolidated investment value of the portfolio including the real estate portfolio of Leasinvest Immo Lux. Remuneration for the first half of financial year 2021 (6 months) amounted to €2.6 million. On 19 July 2021 there was a contribution in kind of 100% of the shares of Leasinvest Real Estate Management NV as a result of which at the consolidated level the remuneration for statutory management is no longer applicable.
For more information on the chain of control we refer to the website www. nextensa.eu (investor relations - shareholders and transparency).
As for the auditor's remuneration: an overview of the audit and non-audit services rendered during financial year 2021 in the permanent document on page 366 of this annual report.
As in the remuneration report below, only the remuneration of the CEO is presented on an individual basis, that of the other members of the executive committee being given on a global basis. The executive committee is formed by Messrs Michel van Geyte, CEO van Nextensa NV, Tim Rens, CFO, Olivier Vuylsteke, CIO and Peter De Durpel, COO.
A the end of November the members of the executive committee were offered a number of Nextensa stock options, namely 30,000 options to Michel Van Geyte and 35,000 options to each of the remaining members of the executive committee. The options were all accepted except for 15,000.
.
For the past financial year, they received the following amounts:
Accrued charges & deferred income
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
|---|---|---|---|
| Real estate income received in advance | 7.389 | 8.013 | |
| Interests and other charges accrued and not due |
1.227 | 1.270 | |
| Other | 30.236 | 418 | |
| TOTAL | 38.852 | 9.701 | 11.699 |
| benefits | |||||
|---|---|---|---|---|---|
| fixed | insurance | in kind | variable | total | |
| Michel Van Geyte | 343.000 | 25.884 | 0 | 250.000 | 618.884 |
| Other leaders | 526.854 | 20.187 | 32.316 | 140.000 | 719.357 |
| Total | 869.854 | 46.071 | 32.316 | 390.000 | 1.338.241 |
(in €)
Deferred tax assets and liabilities shown in the balance sheet (in 1.000 €)
| 31/12/2021 | |
|---|---|
| Real estate investments | -34.602 |
| Adjustment for country position | -15.163 |
| Retail Estates | -4.802 |
| Inventories | -4.787 |
| Work in progress | -1.853 |
| Leasing (IFRS 16) | -33 |
| Tax losses | 10.890 |
| Derivatives held | 5.007 |
| Other | 294 |
| TOTAL | -45.049 |
NOTE 35
The subsidiaries mentioned below are all part of the consolidation scope using the full consolidation method. This consists in incorporating the entire assets and liabilities, as well as the results of the subsidiaries. Non-controlling interests are recognised under a separate caption in the balance sheet and the income statement.
The consolidated financial statements are established at the same date as the date on which the subsidiaries establish their financial statements.
| Name | Country of origin/ branch |
proportion of capital held | Direct or indirect and voting rights (in %) |
|---|---|---|---|
| 31/12/2021 | 31/12/2020 | ||
| Leasinvest Services NV | Belgium | 100% | 100% |
| Leasinvest Immo Lux SA | GD Luxembourg | 100% | 100% |
| Haven Invest NV | Belgium | 100% | 100% |
| S INVEST S.A. | GD Luxembourg | 0% | 100% |
| PDA Schmiede S.A. | GD Luxembourg | 0% | 100% |
| P INVEST S.A. | GD Luxembourg | 0% | 100% |
| PDA Pommerloch S.A*. | GD Luxembourg | 0% | 100% |
| AE Starvilla Sieben GmbH & Co OG | Austria | 100% | 100% |
| Leasinvest Immo Austria GmbH | Austria | 100% | 100% |
| Frun Park Asten GmbH | Austria | 100% | 100% |
| Country of origin/ branch |
Direct or indirect proportion of capital held and voting rights (in %) |
||
|---|---|---|---|
| Austria | 100% | 100% | |
| Austria | 100% | 100% | |
| Country of origin/ branch |
Direct or indirect proportion of capital held and voting rights (in %) |
|
|---|---|---|
| Austria | 100% | 100% |
| Austria | 100% | 100% |
| GD Luxembourg | 100% | 100% |
| GD Luxembourg | 100% | 100% |
| Austria | 100% | 100% |
| Austria | 100% | 100% |
| GD Luxembourg | 100% | 100% |
| GD Luxembourg | 100% | 100% |
| GD Luxembourg | 100% | 100% |
| GD Luxembourg | 100% | 100% |
| GD Luxembourg | 100% | 100% |
| Belgium | 100% | * |
| Belgium | 100% | * |
| Belgium | 100% | * |
| Belgium | 100% | * |
| Belgium | 100% | * |
| Belgium | 100% | * |
| Belgium | 100% | * |
| Belgium | 100% | * |
| Belgium | 100% | * |
| Belgium | 100% | * |
| Belgium | 100% | * |
| Belgium | 100% | * |
| Belgium | 100% | * |
| Belgium | 100% | * |
The group structure and Nextensa NV's place in it are commented on on page 91.
We also refer to note 18 giving details of entities accounted for using the equity method.

The Group has a material joint operation, Gasperich Invest, which was founded on 26 July 2019. The Group has a 54.05% share in the result consisting of rental income and proceeds from the sale of real estate of Gasperich Invest, which provides funding for Grossfeld PAP SA SICAV-RAIF.
NOTE 37
Capital commitments
Capital and other expenditure contracted for at the reporting date but not yet incurred is as follows:
(in 1.000 €)
The financing needs for the commitments for residential real estate developments will mainly be covered by income from clients.
* The acquisition of Extensa took place in 2021, explaining why in 2020 the participation was not existing.
(1) In accordance with the shareholders' agreement, the Group participates in 50% of the results. (2) This entity was founded on december 17, 2021, with the purpose of property developments.
| Name | Country of origin/ branch |
Direct or indirect proportion of capital held and voting rights (in %) |
|
|---|---|---|---|
| Extensa Invest I | Belgium | 100% | * |
| Beekbaarimo | GD Luxembourg | 100% | * |
| Grossfeld Developments(1) | GD Luxembourg | 100% | * |
| RFD CEE Venture Capital | The Netherlands | 100% | * |
| Extensa Romania | Romania | 100% | * |
| Monteco(2) | Belgium | 100% | * |
| 31/12/2021 | 31/12/2020 | PRO FORMA 31/12/2020 |
|
|---|---|---|---|
| Cloche d'Or | 3.071 | ||
| Gare Maritime | 650 | ||
| Riva | 100 | ||
| Parking | 250 | ||
| Zone C | 1.129 | ||
| TOTAL | 5.200 | 0 | 24.933 |


During January and February 2022 The Crescent and the Monnet buildings, which were already classified as real estate held for sale at 31 December 2021, were sold. The Kockelscheuer office building at Cloche d'Or was also sold during January 2022.

INDEPENDENT AUDITOR'S REPORT TO THE GENERAL MEETING OF NEXTENSA NV FOR THE YEAR ENDED 31 DECEMBER 2021
As required by law and the Company's articles of association, we report to you as statutory auditor of Nextensa nv (the "Company") and its subsidiaries (together the "Group"). This report includes our opinion on the consolidated balance sheet as at 31 December 2021, the consolidated statement of comprehensive income, the consolidated statement of changes in capital and reserves and the consolidated cash flow statement for the year ended 31 December 2021 and the disclosures (all elements together the "Consolidated Financial Statements") as well as our report on other legal and regulatory requirements. These two reports are considered one report and are inseparable.
We have been appointed as statutory auditor by the shareholders' meeting of 17 May 2021, in accordance with the proposition by the Board of Directors following recommendation of the Audit Committee. Our mandate expires at the shareholders' meeting that will deliberate on the Consolidated Financial Statements for the year ending 31 December 2023. We performed the audit of the Consolidated Financial Statements of the Group during 22 consecutive years.
REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS
Unqualified opinion
We have audited the Consolidated Financial Statements of Nextensa nv, which consists of the consolidated balance sheet as at 31 December 2021, the consolidated statement of comprehensive income, the consolidated statement of changes in capital and reserves and the consolidated cash flow statement for the year ended 31 December 2021 and the disclosures, which show a consolidated balance sheet total of € 1.895.961 thousand and of which the consolidated income statement shows a net result (part of the group) for the year of € 53.244 thousand.
In our opinion, the Consolidated Financial Statements of the Group give a true and fair view of the consolidated net equity and financial position as at 31 December 2021, as well as its consolidated results and its consolidated cash flows for the year then ended, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union ("IFRS") and with applicable legal and regulatory requirements in Belgium.
Basis for the unqualified opinion
We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Our responsibilities under those standards are further described in the "Our responsibilities for the audit of the Consolidated Financial Statements" section of our report.
We have complied with all ethical requirements that are relevant to our audit of the Consolidated Financial Statements in Belgium, including those with respect to independence.

We have obtained from the Board of Directors and the officials of the Company the explanations and information necessary for the performance of our audit and we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current reporting 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 consequently we do not provide a separate opinion on these matters.
Valuation of the investment properties
Description of the matter and audit risk
Investment property represents 67% of the assets of the Group. As at 31 December 2021, the investment properties on the assets of the balance sheet amount to € 1.267.150 thousand.
In accordance with the accounting policies and IAS 40 standard "Investment property", investment property is measured at fair value, and the changes in the fair value of investment property are recognized in the income statement.
The fair value of investment properties belongs to the level 3 in the fair value hierarchy as defined within the IFRS 13 standard "Fair Value Measurement". Some assumptions used for valuation purposes are based on data that can be observed only to a limited extent (discount rate, future occupancy rate, …) and therefore require judgement of the management.
The audit risk appears in the valuation of these investment properties and is therefore a key audit matter.
Summary of audit procedures performed
The Group uses external experts to make an estimate of the fair value of its buildings. We have assessed the valuation reports of the external experts (with the support of our internal valuation experts).
More precisely, we have:
- assessed the objectivity, the independence and the competence of the external experts;
- tested the integrity of source data (contractual rentals, maturities of the contracts;
- and assessed the models and assumptions used in their reports (discount rates, future occupancy rates, …).
rental contracts, …) used in their calculations and reconciled with underlying

Finally, we have assessed the appropriateness of the information on the fair value of the investment properties disclosed in note 15 of the Consolidated Financial Statements.
Valuation of financial instruments
Description of the matter and audit risk
The Group uses interest rate swaps (IRS) to hedge the interest rate risk on the variable rate debts. The measurement of the derivatives at fair value is an important source of volatility of the result and/or the shareholders' equity.
In accordance with IFRS 9 "Financial Instruments: Recognition and Measurement", these derivatives are valued at fair value (considered to belong to the level 2 in the fair value hierarchy defined by IFRS 13 "Fair Value Measurement"). The changes in fair value are recognized in the income statements except for some IRS for which the Group applies hedge accounting ("cash-flow hedging"), which allows to classify most of the changes in fair value in the caption of the shareholders' equity ("Hedge reserves").
The audit risk appears on the one hand in the complexities involved in determining the fair value of these derivatives and on the other hand in the correct application of hedge accounting for the IRS contracts that were classified by the Group as cash flow hedges and are therefore a key audit matter.
Summary of audit procedures performed
- We have compared the fair values of the derivatives with the values communicated by the counterparties and the credit risk adjustments calculated by an external specialist. We have assessed the most important assumptions and the calculations performed by this external specialist.
- Regarding the correct application of hedge accounting, we have evaluated the effectiveness tests performed by the external specialist involved by the Group and we have compared the volume of derivatives subject to hedge accounting with the volume of the variable rate debts projected on the future accounting years in order to identify any potential overhedging which could potentially jeopardize the application of hedge accounting.
Finally, we have assessed the appropriateness of the information on the financial instruments disclosed in note 29.3 of the Consolidated Financial Statements.
Revenue recognition and accounting treatment of development projects
Description of the matter and audit risk
The Group has recognized for accounting year 2021 € 26.593 thousand on turnover development projects and € 24.735 thousand on costs development projects. Moreover, the Group capitalizes the costs on development projects as "work in progress" over the lifetime of the projects. This "work in progress" amounts to € 65.542 thousand as of 31 December 2021.
The valuation of the land positions and the incurred construction costs for development projects are based on the historical cost or lower net realizable value. The assessment of the net realizable values involves assumptions relating to future market developments, decisions of governmental bodies, discount rates and future changes in costs and selling prices. These estimates involve various elements and are sensitive to scenarios and assumptions used and involve as such significant management judgement. Risk exists that potential impairments of "work in progress" are not appropriately accounted for in the Consolidated Financial Statements.
Revenues and results are recognized to the extent that components (real estate units) have been sold and based on the percentage of completion of the development. The recognition of revenue and profit therefore relies on estimates in relation to the forecasted total costs on each development project.
This often involves a high degree of judgement due to the complexity of development projects and uncertainty about costs to complete. Therefore, there is a high degree of risk associated with estimating the amount of revenue and associated margin to be recognized by the Group up to the balance sheet date. Changes to these estimates could give rise to material variances and this is the reason why the audit of development projects is a key audit matter.
Summary of audit procedures performed
incurred to date relating to land and work in progress with the underlying
- We have tested a sample of development projects by verifying the costs documentation.
- We have agreed the sales values to contracts for a sample of development projects.
- Based on the sales and the percentage of completion at the balance
- We have assessed the calculations of net realizable values and the
- We have assessed the financial performance of specific development assessing the reasonableness of the costs to complete.
sheet date, we have recalculated the revenue recognition and the margin. reasonableness and consistency of the assumptions used by management projects against budget and historical trends, specifically in view of
Finally, we have assessed the appropriateness of the information on the development projects disclosed in notes 8 and 24 of the Consolidated Financial Statements.
Responsibilities of the Board of Directors for the preparation of the Consolidated Financial Statements
The Board of Directors is responsible for the preparation of the Consolidated Financial Statements that give a true and fair view in accordance with IFRS and with applicable legal and regulatory requirements in Belgium and for such internal controls relevant to the preparation of the Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of Consolidated Financial Statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, and provide, if applicable, information on matters impacting going concern, The Board of Directors should prepare the financial statements using the going concern basis of accounting, unless the Board of Directors either intends to liquidate the Company or to cease business operations, or has no realistic alternative but to do so.
Our responsibilities for the audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance whether the Consolidated Financial Statements are free from material misstatement, whether due to fraud or error, and to express an opinion on these Consolidated Financial Statements based on our audit. Reasonable assurance is a high level of assurance, but not a guarantee that an audit conducted in accordance with the ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.
In performing our audit, we comply with the legal, regulatory and normative framework that applies to the audit of the Consolidated Financial Statements in Belgium. However, a statutory audit does not provide assurance about the future viability of the Company and the Group, nor about the efficiency or effectiveness with which the board of directors has taken or will undertake the Company's and the Group's business operations. Our responsibilities with regards to the going concern assumption used by the board of directors are described below.
As part of an audit in accordance with ISAs, we exercise professional judgment and we maintain professional skepticism throughout the audit. We also perform the following tasks:
Consolidated Financial Statements, whether due to fraud or error, the planning and execution of audit procedures to respond to these risks and obtain audit evidence which is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting material misstatements resulting from fraud is higher than when such misstatements result from errors, since fraud may involve collusion, forgery, intentional omissions,
the audit and with the objective to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
the reasonability of the accounting estimates and related disclosures made by the Board of Directors as well as the underlying information given by
- identification and assessment of the risks of material misstatement of the misrepresentations, or the override of internal control;
- obtaining insight in the system of internal controls that are relevant for an opinion on the effectiveness of the Company's internal control;
- evaluating the selected and applied accounting policies, and evaluating the Board of Directors;
- conclude on the appropriateness of the Board of Directors' use of the cease to continue as a going-concern; • evaluating the overall presentation, structure and content of the Consolidated events
going-concern basis of accounting, and based on the audit evidence obtained, whether or not a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's or 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 auditor's report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause the Company to
Financial Statements, and evaluating whether the Consolidated Financial Statements reflect a true and fair view of the underlying transactions and
We communicate with the Audit Committee within the Board of Directors 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.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the audits of the subsidiaries. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities.
We provide the Audit Committee within the Board of Directors 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.
From the matters communicated with the Audit Committee within the Board of Directors, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our report, unless the law or regulations prohibit this.

Responsibilities of the Board of Directors
The Board of Directors is responsible for the preparation and the content of the Board of Directors' report on the Consolidated Financial Statements and other information included in the annual report.
Responsibilities of the auditor
In the context of our mandate and in accordance with the additional standard to the ISAs applicable in Belgium, it is our responsibility to verify, in all material respects, the Board of Directors' report on the Consolidated Financial Statements, and other information included in the annual report, as well as to report on these matters.

Aspects relating to Board of Directors' report and other information included in the annual report
In our opinion, after carrying out specific procedures on the Board of Directors' report, the Board of Directors' report is consistent with the Consolidated Financial Statements and has been prepared in accordance with article 3:32 of the Code of Companies and Associations.
In the context of our audit of the Consolidated Financial Statements, we are also responsible to consider whether, based on the information that we became aware of during the performance of our audit, the Board of Directors' report and other information included in the annual report, being:
- Key figures
- Alternative performance measures
contain any material inconsistencies or contains information that is inaccurate or otherwise misleading. In light of the work performed, there are no material inconsistencies to be reported.
Independence matters
Our audit firm and our network have not performed any services that are not compatible with the audit of the Consolidated Financial Statements and have remained independent of the Company during the course of our mandate.
The fees related to additional services which are compatible with the audit of the Consolidated Financial Statements as referred to in article 3:65 of the Code of Companies and Associations were duly itemized and valued in the notes to the Consolidated Financial Statements.
European single electronic format ("ESEF")
In accordance with the standard on the audit of the conformity of the financial statements with the European single electronic format (hereinafter "ESEF"), we have carried out the audit of the compliance of the ESEF format with the regulatory technical standards set by the European Delegated Regulation No 2019/815 of 17 December 2018 (hereinafter: "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 in the official Dutch language (hereinafter 'the digital consolidated financial statements') included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/en/dataportal) in the official Dutch language.
It is our responsibility to obtain sufficient and appropriate supporting evidence to conclude that the format and markup language of the digital consolidated financial statements comply in all material respects with the ESEF requirements under the Delegated Regulation.
Based on the work performed by us, we conclude that the format and tagging of information in the digital consolidated financial statements of Nextensa nv per 31 December 2021 included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/en/data-portal) in the official Dutch language are, in all material respects, in accordance with the ESEF requirements under the Delegated Regulation.
Other communications
This report is consistent with our supplementary declaration to the Audit Committee as specified in article 11 of the regulation (EU) nr. 537/2014.
Diegem, 31 March 2022
EY Bedrijfsrevisoren bv Statutory auditor Represented by
Joeri Klaykens* Partner * Acting on behalf of a BV


11. PERMANENT DOCUMENT

359

NEXTENSA IDENTIFICATION
Official and trade name
Nextensa
Legal entity and legislation
Nextensa has the legal form of a public limited company under Belgian law. The company is governed, inter alia, by the Belgian Code of Companies and Associations. This company was previously a limited partnership by shares up to and including 18 July 2021. This legal form was abolished by the Belgium Code of Companies and Associations and the company was converted into the most similar remaining legal form on 19 July 2021 (in casu: a public limited company).
Registered office, telephone number and website
- Registered office: Gare Maritime, Picardstraat 11 letterbox 505 in
- 1000 Brussels, Belgium
- Telephone number: +32 2 882 10 00
- Website: www.nextensa.eu
The information that is made available through the website is not part of this Universal Registration Document unless the information is included through a reference.
Date and country of constitution & term
Nextensa was incorporated on 21/11/1973 under the legal form of a 'Aktiengesellschaft' under Swiss Law after which the registered office was moved (17/11/1988) to Belgium and the company became a public limited company and a legal person under Belgian law, subject to Belgian law.
The company was converted on 8/06/1999 into a public real estate investment trust under Belgian Law under the legal form of a partnership limited by shares for an indefinite period with the name Leasinvest Real Estate through a deed executed by notary public Frank Celis in Antwerp and published in Annexes to the Official Belgian Gazette on 26/06/99 under number 990626- 330.
On 06/11/2014, the status of the company was changed into a public regulated real estate company under Belgian law, through deed of notary public Frank Liesse in Antwerp, and published in Annexes to the Official Belgian Gazette on 03/12/2014 under number 20141203-14216372.
On 19/07/2021, the company renounced its status of a public regulated real estate company under Belgian law and it was converted to a public limited company under Belgian Law under the Code of Companies and Associations and the required amendments were made for the implementation of the Code of Companies and Associations through a deed of notary public Philippe Caeymaex in Antwerp, who rendered his office to notary public Tim Carnewal in Brussels and published in the Annexes of the Official Belgian Gazette on 12/08/2021 under number 21348709.
On 29/11/2021, the name of the company was changed into Nextensa through an instrument executed in front of civil law-notary Tim Carnewal in Brussels and published in the Annexes to the Official Belgian Gazette on 17/12/2021 under number 21374875.
The Articles of Association were modified several times, and the last time on 29/11/2021. These last coordinated Articles of Association are available on the website (www.nextensa.eu and below in this annual report).
Place of registration, enterprise number and identification code for legal entities
Nextensa is registered in the register of legal entities in Brussels and has enterprise number 0436.323.915. Its legal entity identifier code is (LEI) is 549300BPHBCHEODTG670.
Listing
The shares of Nextensa are listed on Euronext Brussels (Bel Mid).
Type of shares
We refer to article 8 of the coordinated Articles of Association. In accordance with article 7:155 of the Code of Companies and Associations, the rights of the shareholders can only be modified by a general meeting.
Subject
We refer to article 3 of the coordinated Articles of Association.
Capital and number of issued shares
The company's capital amounts to one hundred and nine million nine hundred and ninety-seven thousand one hundred and forty eight euros and thirty-four cents (€ 109,997,148.34). It is paid up in full.
It is divided into ten million two thousand one hundred and two (10,002,102) shares without a specification of the value that each represent the same part of the capital. No outstanding subscription rights have been issued that give an entitlement to shares. The company has own shares in the portfolio within the framework of its buy-back programme of its own shares. For more information please refer to www.nextensa.eu – investor relations – purchase and disposal of own shares.
The extraordinary general meeting of the company decided to introduce loyalty voting right on 19 July 2021. This means that a double voting right is granted to each fully-paid share that, in accordance with article 28 of the Articles of Association, has been registered for at least two years without interruptions in the name of the same shareholder in the register of registered shares. Other shares give right to one vote. The period of two years begins as from the date of registration of the shares in the share register. For more information please refer to www.nextensa.eu – investor relations – shareholders and transparency.
Authorised capital
We refer to article 6 of the coordinated Articles of Association.
The Board of Directors is authorised to increase the capital in one or more goes with a maximum amount (excluding the issue premium) of one hundred and nine million nine hundred and ninety-seven thousand one hundred and forty-eight euros and thirty-four cents (EUR 109,997,148.34). The Board of Directors can exercise this authority during five years to start from the publication of this authorisation allocated on 19 July 2021 (i.e. 12 August 2021). It is renewable.
These capital increases can be executed (i) through a contribution in money or in kind or as a mixed contribution, (ii) by converting reserves, issue premiums or other equity components, (iii) with or without the issue of new shares (higher, lower or with the fraction value of the existing shares of the same type, with or without an issue premium, with or without a voting right) or of other rights, or (iv) through the issue of subordinated or not convertible bonds, registration rights or other securities. The Board of Directors can, in the interest of the company, limit or cancel the pre-emptive right of shareholders when it exercises its authorisation under the authorised capital including in favour of one or more specific persons or of members of the personnel of the company or its subsidiaries.
The technique of the authorised capital allows for a certain level of flexibility, confidentiality, efficiency, cost restriction and/or speed of implementation every time when this is required, for example, to cater quickly in relation to market opportunities or when a financing requirement or opportunity arises. The extensive and time-consuming procedure for convening an extraordinary general meeting for a capital increase or for the issue of convertible bonds or subscription rights can, for example, be restrictive in certain cases for a fast and efficient response to fluctuations on capital markets, certain opportunities or necessities that the company may be confronted with or to deal with threats that may damage its interests (including public takeover bids). The market conditions may change quickly and to an important degree during the period that is required to convene an extraordinary general meeting to the detriment of the interests of the company.
Limitations to the use of capital
For potential limitations to the use of capital of the company we refer to articles 5 to 12 of the coordinated Articles of Association. Financial institutions grant credits to Nextensa based on the company's notoriety and different financial and other covenants. Not respecting these covenants can entail the premature termination of these credits. The entered into credits comprise traditional covenants including a maximum loan-to-value.
The company complies with all these covenants. Dividend distribution is made based on the statutory figures.
Control in the company
In addition to the legal thresholds (i.e. 5% and multiples of 5% of the total of the existing voting rights), article 12.2 of the Articles of Association provides for an additional notification threshold of 3% in accordance with article 18, §1, of the Duty of Transparency Act.
On 19 July 2021, the shareholder Ackermans & van Haaren NV held 5,853,824 shares in the company and 204 shares were held by Leasinvest Services NV, a 100% subsidiary of the company. Of the shares that were held on 19 July 2021 by Ackermans & van Haaren NV, 1,778,352 granted the double voting right at that time (which gave a total of 7,632,176, or, approximately 64% of the voting rights according to the transparency notification of Ackermans & van Haaren of 20 July 2021). The (double) voting right linked to the 204 shares held via Leasinvest Services NV is suspended by operation of law. For more information, please refer to www.nextensa.eu – investor relations – shareholders and transparency.
Financial year
Nextensa's financial year runs from 1 January to 31 December.
Available documents
The Board of Directors declares that, at least for the duration of the Universal registration document, the following documents can be consulted on the www.nextensa.eu website:
- a) The coordinated Articles of Association of Nextensa;
- b) The annual and semi-annual financial reports;
- c) The special reports drawn up by the Board of Directors;
- d) The auditor's reports;
- e) The press releases and the legally required financial information;
- f) The Corporate Governance Charter and the Integrity Code;
- g) The obligations of the company and the rights of the shareholders as to the general meeting are extensively mentioned in the investor relations section of the website as from the publication of the convening notice to the announcement of the votes.
This information is available on the website during a period of at least 5 years as of the date of the general meeting they relate to. The annual and semi-annual financial reports remain accessible during a period of at least ten years.
The financial statements are filed with the National Bank of Belgium.
The decisions relating to the nomination and resignation of members of the board of directors and the day-to-day management are published in the annexes to the official Belgian Gazette.
Financial communication and convening notices to the shareholders for general meetings are also published, as far as mandatory, in the financial press.

AUDITOR IN CHARGE OF THE LEGAL AUDIT
The auditor, appointed by the general meeting of shareholders, audits the financial statements and the annual and semi-annual financial reports.
For the last 3 financial years and to this day, Ernst & Young Bedrijfsrevisoren SRL, with its registered office at De Kleetlaan 2, 1831 Diegem, Belgium (enterprise number - RLE of Brussels 0446.334.711), registered with the 'Institute of Company Auditors' under the number B00160, acts as auditor, represented by Mr Joeri Klaykens.
The mandate of Ernst & Young bedrijfsrevisoren, represented by Mr. Joeri Klaykens, comes to an end after the ordinary general meeting in 2024.
The annual remuneration of the auditor for the audit of the statutory and consolidated financial statements of the company with regard to the financial years of 2021, 2022 and 2023 was fixed by the ordinary general meeting of 17 May 2021 at € 55,000 (excluding VAT and out-of-pocket expenses). Taking into account the changed group structure after the business combination with Extensa, an increase of this annual remuneration by € 12,000 will be submitted to the ordinary general meeting of 16 May 2022, as a result of which the annual remuneration will amount to € 67,000.
The remuneration of the auditor for auditing the financial statements of the Belgian subsidiaries of the company amounts to € 204,670 in total.
In addition, remunerations of € 106,948 (excluding VAT) were paid to the auditor for special assignments relating to Nextensa (namely, within the framework of auditor's reports for, for example, the contribution in kind of Extensa Group and Leasinvest Real Estate Management, the change of corporate objective, the change of corporate legal form into a limited company, the minutes of the committee of independent directors and EMIR) for which the fees were approved by the audit committee according to the procedure of article 3:64 of the Code of Companies and Associations.
The audit fee for the audit fee of the foreign group companies is € 160,120 in total for the mandatory audit and € 37,000 for legal missions related to liquidations.
Agreements relating to the (fixed) remuneration of the auditor of the company are contractually defined with the auditor and are, for the remuneration relating to the audit mission, approved by the general meeting of shareholders.
FINANCIAL SERV ICE PROVIDERS
The financial service during the past financial year was entrusted to Bank Delen SA as the main paying agent in the context of ESES (Euroclear Settlement for Euronext-zone Securities). A remuneration of approximately € 56,624 (excluding VAT) was foreseen for this.

COORDINATED ARTICLES OF ASSOCIATION ON 29/11/2021
TITLE I
NAME – LEGAL FORM –REGISTERED OFFICE – SUBJECT – TERM
ARTICLE 1. NAME - LEGAL FORM.
1.1. The company takes the form of a public limited company.
1.2. It has the name of "NEXTENSA".
ARTICLE 2. REGISTERED OFFICE.
2.1. The registered office of the company is in the Brussels-Capital Region.
2.2. The registered office can be moved through a simple resolution of the Board of Directors insofar as this resolution does not have an impact on the language regime that applies to the company in accordance with the applicable language legislation. If the registered office relocation leads to a change of the applicable language regime, only the general meeting can adopt this resolution whilst taking into account the requirements for the amendment of the Articles of Association.
2.3. The company may set up through simple resolution of the Board of Directors administrative offices, operational offices and satellite offices both in Belgium and abroad.
2.4. The email address of the company is: [email protected].
2.5. The website of the company is: www.nextensa.eu.
ARTICLE 3. SUBJECT.
3.1. The company has the following as its objective both in Belgium and abroad at its own expense or at the expense of third parties or through participation in these:
3.1.1 Performing all actions with regard to immovable rights of whatever nature and with regard to goods and/or movable rights that arise from this such as purchasing or selling, transferring or disposing, building or renovating, developing or redeveloping, leasing, renting or renting out (including immovable leasing), subletting, taking or giving land on a lease or taking or granting building and planting rights directly or indirectly or, provided that it is through an intermediary, exploiting, managing, exchanging, subdividing horizontally or vertically, parcelling out, placing under the regime of co-ownership and, in general, doing everything that is directly or indirectly related to commercial, technical and/or administrative management, the commercialisation for itself or at the expense of third parties of all built or not built immovable goods of whatever nature.
3.1.2 All acceptance of private or public buildings or developments of activities within the framework of public-private partnerships, the parcelling out and improving sites, drawing up plans and specifications, having all construction activities be performed by subcontractors and the coordination of these activities, performing all infrastructure and equipping works of all built or not built immovable goods with a view to parcel them out and their commercialisation, performing all renovation work and refurbishment work to and within the interior layout in immovable goods as well as managing and maintaining immovable goods.
3.1.3 Providing various services to tenants, lessees and users or equivalent as well as other users, leaseholders, superficiaries, owners of the land and subsoil and such and the collection of all types of rental monies, costs, charges, levies, taxes and such of holders of business-related rights and personal rights linked to immovable goods being managed;
3.1.4 Performing all actions with regard to the profession of a real estate agent, real estate promotion and trade in immovable goods including but not limited to the following:
- Developing real estate projects including the commercialisation thereof;
-
Brokering and management of immovable goods for a fixed amount or on a contract basis;
- Brokering during the acquisition, purchase, sale, exchange, contribution, transfer, making available, leasing, renting or subletting immovable goods for a fixed amount or on a contract basis;
- Acting as a broker when acquiring, purchasing, selling, exchanging, contributing, transferring, leasing, renting or subletting immovable and movable goods and when taking over trading enterprises as well as all activities that are linked to the ones of a firm of real estate agents;
- Acting as an administrator as well as all tasks and actions that are related to this;
3.1.5 Performing all actions with regard to infrastructure work including entering into or joining agreements with a public client and, where appropriate, in partnership with third parties such as Design, Build and Finance (DBF), Design, Build, (Finance) and Maintain (DB(F)M) and Design Build Finance, (Maintain) and Operate (DBF(M)O) contracts or contracts for the concession of public works with regard to buildings and/or other infrastructure of an immovable nature;
3.1.6 Develop, have developed, set up, have set up, manage, have manage, operate, have operate or make available directly or indirectly and, where appropriate, in partnership with third parties facilities and storage for transport, distribution or storage of electricity, gas, fossil or non-fossil fuels and energy in general and related goods;
- Utilities for transport, distribution, storage or purification of water and related goods;
- Systems for the generation, storage and transport of renewable or nonrenewable energy and related goods;
- Waste and incineration systems and related goods;
- Any similar systems.
3.1.7 Developing or having developed in technological applications with regard to immovable goods including technological applications that optimise or update the designing, constructing, using, valuing, renting, leasing, buying, selling and managing of immovable goods;
3.1.8 Performing all actions related to the delivery, management, advising and consultancy, carrying out studies and estimates, providing technical and administrative assistance and project management in the widest sense with regard to the actions described above.
3.1.9 Performing all activities in the catering sector and business including in relation to caterer and catering services.
3.1.10 Making available and leasing/renting all types of spaces and rooms as well as operating palaces and halls for meetings, exhibitions, seminars, events and cultural or other manifestations and providing all services that are related to these as well as the organisation of all types of events and parties. 3.1.11 Operating and managing car parks, service centres, business
centres, offices, shopping centres and similar.
3.2. The company also has the objective of installing, judiciously expanding and managing movable assets in its own name and at its own expense; all activities with regard to movable goods and rights of whatever nature whatsoever such as purchasing, selling, renting, leasing and exchanging; in particular, the management and commercialisation of all tradeable equity securities, shares, bonds and state funds.
3.3. The company can, on its own or as a co-ownership enterprise, obtain, operate or put into operation or rent out and rent and make the use and/or obtaining by third parties easier under whatever form whatsoever all material, machines, equipment, means or transport or intellectual rights.
3.4. The company can assume interests through association, by making a cash contribution or a contribution in kind, through a merger or activities deemed equal to a merger, a subscription, a participation, a financial intervention or in any other way whatsoever in all existing companies, associations or enterprises or those to be formed in Belgium or abroad with an identical, concurring or related objective as the one the company has or that can be of a nature that benefits the development of its enterprise or represents a source of selling and disposing of such interests.
3.5. The company can enter into and issue all loans and credits and perform financing activities with regard to subsidiaries, to companies in which it participates directly or indirectly and to third parties. The company can finance all or a part of the investments possibly in association or with the collaboration with third parties or through the issue of real estate certificates.
3.6. The company can vouch or issue a security to safeguard its own commitments and to safeguard the commitments of third parties by, for example, mortgaging or pledging its goods including its own business enterprise. It may vouch or issue business securities
3.7. The company may exercise the positions of director or liquidator in other companies and provide general (consultancy) services as a holding company.
3.8. If specific actions should be subject to prior conditions in relation to access to the profession, the company will make its acts in relation to the performance of these actions subordinate to the fulfilment of these conditions.
3.9. The company also has the objective of performing all financial and commercial transactions to the degree that may promote the realisation of its objective.
3.10. The company has, in general, full legal capacity to complete all actions and transactions that are linked directly or indirectly to its objective or that may be of such a nature that they make the realisation of this objective easier in full or in part directly or indirectly.
ARTICLE 4. TERM.
4.1. The company has been set up for an indefinite period.
TITLE II
CAPITAL – SHARES – OTHER SECURITIES
ARTICLE 5. CAPITAL.
5.1. The capital amounts to one hundred and nine million nine hundred and ninety-seven thousand one hundred and forty-eight euros and thirty-four cents (EUR 109,997,148.34).
5.2. It is represented by ten million two thousand one hundred and two (10,002,102) shares without a specification of the value that each represent the same part of the capital.
5.3. The capital is fully subscribed and paid-up.
ARTICLE 6. AUTHORISED CAPITAL.
6.1. The Board of Directors is authorised to increase the capital in one or more goes with a maximum amount (excluding the issue premium) of one hundred and nine million nine hundred and ninety-seven thousand one hundred and forty-eight euros and thirty-four cents (EUR 109,997,148.34).
6.2. The Board of Directors can exercise this authority during five years to start from the announcement of this authorisation allocated on 19 July 2021.
6.3. These capital increases occur in accordance with the modalities determined by the Board of Directors such us, for example, (i) through a contribution in money or in kind or a mixed contribution, (ii) by converting reserves, issue premiums or other equity components, (iii) with or without the issue of new shares (higher, lower or with the fraction value of the existing shares of the same type, with or without an issue premium, with or without a voting right) or of other rights, or (iv) through the issue of subordinated or not convertible bonds, registration rights or other securities.
6.4. The Board of Directors can, in the interest of the company, limit or cancel the pre-emptive right of shareholders when it exercises its authorisation under the authorised capital including in favour of one or more specific persons or of members of the personnel of the company or its subsidiaries.
6.5. The possible issue premium will be specified on one or more separate accounts under the equity on the liabilities of the balance sheet.
6.6. The Board of Directors is also expressly authorised to increase the capital even after the time that the company receives the notification from the "Financial Services and Markets Authority", abbreviated as "FSMA", that it has been informed about a public takeover bid regarding the securities of the company within the limits allowed by the applicable legal provisions. This authorisation is valid with regard to public takeover bids regarding which the company receives the aforementioned notification three years after 19 July 2021 at most. Every member of the Board of Directors and every person that was specifically authorised for this by the Board of Directors, are authorised to align the Articles of Association with the new condition of the capital and the securities after each capital increase that has been realised within the limits of the authorised capital.
ARTICLE 7. CHANGE OF THE CAPITAL.
7.1. Except for the possibility to increase the capital using the authorised capital by a decision of the Board of Directors, an increase or decrease in the registered capital can only be decided at an extraordinary general meeting of the shareholders in the presence of a civil-law notary.
7.2. Should the general meeting decide to ask for the payment of an issue premium within the framework of a capital increase, this must be entered in one or more separate accounts under the equity in the liabilities section of the balance sheet.
ARTICLE 8. NATURE OF THE SHARES.
8.1. The company has only one type of shares and they all have the same rights.
8.2. The shares of the company are nominative or dematerialised, and this according to the choice of their owner or holder (hereafter the "Holder") and in accordance with legal limitations. Each Holder of shares can at any given time, and at his own expenses, ask for the conversion of his registered shares into dematerialised shares, or vice versa.
8.3. For registered shares, ownership is exclusively proven by inscription in the register of shares of the Company held at its registered office; the register of shares may potentially be held in an electronic form. The Board of Directors can indicate a third of its choice to maintain this electronic register.
8.4. Dematerialised shares are represented by booking into an account, at the name of the owner or holder, with a recognised account holder or clearing institution. The number of dematerialised shares in circulation is registered in the name of the clearing institution, in the register of registered shares.
8.5. With regard to the company, the shares are indivisible. The undivided owners, usufructuaries and bare owners must have themselves represented by one single person in relation to the company and notify the company about this; as long as this has not taken place, the rights linked to these shares will be suspended.
8.6. If the entitled persons cannot reach agreement, the competent court may appoint a provisional administrator at the request of any of the involved parties to exercise the involved rights in the interest of the joint entitled persons.
8.7. In case of usufruct, the usufructuary shall exercise all rights linked to the shares and the bare owner of the share will be represented in relation to the company by the usufructuary with the exception of the pre-emptive right or its exercise in relation to a capital increase that belongs to the bare owner or owners. The aforementioned rule applies except should there be a provision that states otherwise in a contract between the parties or in a will. If this is the case, the bare owner or owners and the usufructuary or usufructuaries must inform the company in writing of this arrangement.

ARTICLE 9. OTHER SECURITIES.
9.1. The company may issue all securities as well as shares that are not linked due to or by virtue of the law or these Articles of Association.
ARTICLE 10. TRANSFER OF SECURITIES.
10.1. The transfer of shares is not subject to any restriction.
10.2. This arrangement applies to all shares of the company as well as to all possible other securities issued by the company.
ARTICLE 11. PURCHASE, HOLDING IN PLEDGE AND ALIENATION OF TREASURY SHARES.
11.1. The company can obtain, accept as a pledge and dispose of its own shares and certificates that are related in accordance with the formalities and conditions prescribed by the Code of Companies and Associations.
11.2. The Board of Directors is authorised to obtain and accept in pledge its own shares or certificates that are related to these shares regardless of whether this is through the stock exchange or not, as a purchase or exchange, contribution or due to whatever other acquisition method whatsoever without the entire number of its own shares or certificates that are related to these that the company has to apply this authorisation or holds in pledge may exceed the maximum number of shares that is legally allowed for a payment of at least the lowest of the last twenty (20) closing prices prior to the day of purchase of its own shares reduced by ten percent (10%) and for a maximum price per share that matches the highest of the last twenty (20) closing prices prior to the day of purchase of its own shares increased by ten percent (10%). This authorisation has been allocated for a period of five years to start as from the announcement of this authorisation allocated on 19 July 2021.
11.3. The Board of Directors is authorised to obtain its own shares or certificates that are related to these shares (through a purchase or exchange, contribution or whatever other method of acquisition whatsoever) and to dispose of them (by selling, exchanging or any other form of transfer (that may be in return for payment or not) when this acquisition or disposal is required to prevent a threatening serious negative effect for the company. This authorisation has been allocated for a period of three years to start as from the announcement of this authorisation allocated on 19 July 2021. This authorisation of the Board of Directors also applies to obtaining or disposing of shares within the meaning of Article 7:221 of the Code of Companies and Associations.
11.4. The Board of Directors is, moreover, authorised to dispose of the shares of the company (through selling, exchanging, contributing, converting bonds or any other form of transfer (for a payment or not)) by means of an offer to sell addressed to one or more specific persons who are not members of personnel of the company or its subsidiaries. This authorisation of the Board of Directors also applies to the disposal of shares within the meaning of Article 7:221 of the Code of Companies and Associations.
11.5. The authorisations in 11.2 and 11.3 do not impair the options in accordance with the applicable legal provisions for the Board of Directors to obtain, accept in pledge or dispose of its own shares and certificates that are related to these shares if no authorisation based on the Articles of Association or authorisation of the general meeting is required. As long as the shares are the property of the company or a person who acts in his/her own name at the expense of the company, the voting right linked to these shares will be suspended. The entitlements to dividends linked to the shares that the company or a person who acts in his/her name but at the expense of the company owns will no longer apply. Notwithstanding any decision to the contrary of the general meeting, the time for the establishment of the dividend entitlement and therefore the cancellation of the entitlements to dividends linked to those own shares has been defined as 11.59 p.m. Belgian time of the day prior to the ex-date (as determined in the Euronext VadeMecum 2020 as changed from time-to time).
ARTICLE 12. LISTING ON THE STOCK EXCHANGE AND NOTIFICATION OF IMPORTANT PARTICIPATIONS.
12.1. The shares of the company may be traded on a Belgian regulated market.
12.2. In accordance with article 18 of the Act of 2 May 2007 regarding the disclosure of important participations in issuers regarding whom shares are allowed to be traded on a regulated market and comprising various provisions, the threshold value as set down by the Articles of Association applies, in addition to the legally provided threshold values of five percent (5%) and multiples of five percent (5%), of three percent (3%) of the total number of existing voting rights.
12.3. Except for exceptions foreseen by the Code of Companies and Associations, nobody can participate to a voting at a general meeting of shareholders of the company with a number of votes that is higher than the number of votes related to the securities he/she has reported holding, at least twenty (20) days prior to the date of that general meeting.
TITLE III BOARD AND AUDITING
ARTICLE 13. COMPOSITION OF THE ADMINISTRATIVE BODY.
13.1. The company is managed by a collegial administrative body referred to as a Board of Directors that is composed of at least three (3) directors who are natural or legal persons who may or may not be shareholders.
13.2. The majority of the directors does not practice an executive position in the company.
13.3. At least three (3) directors must be independent. The directors who meet the conditions of independence as laid won in article 7:87 of the Code of Companies and Associations are deemed independent directors.
13.4. At least a third of the members of the Board of Directors must be of the other gender than the rest of the members of the Board of Directors where the required minimum is rounded off to the closest whole number. If a director is a legal person, his or her gender will be determined by the gender of his/her permanent representative.
13.5. The directors are appointed by the general meeting for a period of six (6) years at most and can be renominated. They can be dismissed at any time by the general meeting.
13.6. The mandate of the directors leaving their position and who have not been re-elected will end immediately after the general meeting that has made provisions for the new appointments.
13.7. The director whose mandate has come to an end will remain in his/her post if the number of directors drops below the legal laid down minimum or below the laid down minimum as set down in the Articles of Association until the general meeting has not provided his/her replacement for whatever reason.
13.8. If a director's position becomes vacant, the other directors are entitled to provide in the vacancy in a provisional manner until the next general meeting that will make the effective appointment.
13.9. The Board of Directors will select a chairperson amongst its members. If the chairperson should be impeded with regard to a meeting or should there not be an appointment of a chairperson, the position of chairperson at that meeting will be the director as indicated by the Board of Directors from amongst the directors who are present or, should there be a lack of agreement, by the oldest director who is present at the meeting. In the case of a director legal person, the age of his/her permanent representative will be the determining factor.
ARTICLE 14. FEE.
14.1. The general meeting can decide about whether the mandate of director will be remunerated or not by allocating a fee.
14.2. The directors will be remunerated for the normal and justified expenses and costs that they may submit within the framework of exercising their remit.
14.3 The full variable remuneration of the person delegated to day-today management and the members of the executive committee may, in derogation of article 7:121, third paragraph, in conjunction with article 7:91, second paragraph, of the Code of Companies and Associations, be linked to performance criteria laid down in advance that can be measured objectively for a period of one year.
ARTICLE 15. MEETINGS - DELIBERATION AND THE DECISION-MAKING PROCESS.
15.1. A Board of Directors will be convened by the chairperson, a delegated director or two directors every time that the interests of the company require this. The Board of Directors will meet at least four (4) times a year.
15.2. Convening will at least take place three (3) calendar days before the date set down for the meeting unless this requirement is relinquished by all directors. Convening will take place legally through a letter or email or in some other written manner as referred to in article 8.1, 1st paragraph, of the New Civil Code. In exceptional cases, convening will take place by telephone, which will also be regarded as valid provided that such convening is immediately followed by written confirmation. All notices specify the location, date and time of the meeting and contain a reasonably detailed agenda for the meeting and a copy of all relevant documents that are reasonably required to deliberate and adopt resolutions regarding the items on the agenda. If the case arises, possible dial-in details to participate in the meeting by means of teleconferencing or videoconferencing can be notified separately and through a later notice.
15.3. Every director who attends a meeting of the Board or has himself or herself represented there is deemed regularly convened.
15.4. Meetings of the Board of Directors are held in Belgium or abroad at the location indicated in the notice.
15.5. All directors can give a proxy to another member of the Board of Directors by means of every communication resource that can be shown in writing and that includes his/her signature to represent him/her during a specified meeting and vote in his/her name. A director may represent several of his/her colleagues and may, besides his/her own vote, vote as many times as he/she has received powers of attorney. This must, nevertheless be without breaching the rules of collegiality.
15.6. The Board of Directors can only deliberate and adopt resolutions validly if at least half of its members are present or represented. Directors who may not participate in the deliberations due to a conflict of interests are deemed to be present for determining the attendance quorum. If this condition has not been fulfilled, a new meeting may be convened that will deliberate and adopt resolutions in a valid manner about the issues that appeared on the agenda of the previous meeting if at least two directors are present or represented. 15.7. Every member of the administrative body may participate through any possible telecommunication or videography method in the deliberations of a Board of Directors and vote in order to organise meetings between different participants who are apart from each other geographically so that they can communicate at the same time.
15.8. The resolutions of the Board of Directors will be adopted through a standard majority of the cast votes of the directors who are present or represented. Abstention and invalid or blank votes will not be counted amongst the issued votes.
15.9. If the votes are tied, the vote of the person who chairs the meeting will be decisive except in the case when the Board of Directors consists of only two members. In this case, the proposal will be rejected if the votes are tied.
15.10. The resolutions of the Board of Directors can be adopted in relation to unanimous written approval of the directors.
15.11. The resolutions of the Board of Directors will be recorded in the minutes that are signed by the chairperson of the meeting and the directors that request this. The minutes will be included in the special register. The powers of attorney will be attached to the minutes of the meeting for which they have been given. Copies of the extracts from the minutes intended for third parties will be signed by the CEO or by one or more directors with representation authorisation except the copies and extracts of the minutes that will be executed through an authentic instrument and that will be signed by the executing civil-law notary.
ARTICLE 16. BOARD AUTHORISATION - DELEGATION - COMMITTEES - DAY-TO-DAY MANAGEMENT.
16.1. The Board of Directors has the most extended powers to perform all acts of internal management necessary or useful for realizing the objective of the company, except for those acts for which only the general meeting is competent by virtue of the law or the Articles of Association.
16.2. The Board of Directors will adopt all resolutions based on its discretion.
16.3. The Board of Directors may set up one or more advisory committees in its midst and under its liability. Within the Board of Directors, an auditing commission and a remuneration commission is set up in accordance with the relevant provisions the Code of Companies and Associations. The Board of Directors determines the composition, remit and working procedure of these advising committees as well as the conditions for the appointment of members of these advisory committees, their dismissal, their remuneration and the term of their remit while observing the applicable regulations.
16.4. The Board of Directors may delegate the day-to-day management of the company to one or more natural or legal persons who may be directors or not. If a director is charged with the day-to-day management of the company, he/she will have the title of "delegated director", "CEO" or "Chief Executive Officer". If a non-director is charged with the day-to-day management of the company, he/she will have the title of director or managing director or any other title with which he/she is referred to in the appointment resolution. If the day-to-day management is delegated to several persons, they form a collegial body regarding which the Board of Directors arranges the operation.
16.5. If the Board of Directors delegates the day-to-day management to one director who is referred to as Chief Executive Officer or CEO in accordance with article 16.4, the Board of Directors may set up a committee that is referred to as an executive committee and make the members of this committee be the CEO and one or more other persons that is in essence charged with the discussion regarding the general management of the company. The Board of Directors decides about the composition, role and working procedure of the executive committee.
16.6. The Board of Directors, the delegated director(s) and/or the other persons charged with the day-to-day management of the company within the framework of this board may each delegate specific competences to one or more persons of their choice within their own competence limits and under their own responsibility. Only special and limited powers for specific or for a series of specific legal acts are permitted.
ARTICLE 17. POWER OF REPRESENTATION.
17.1. The Board of Directors represents the company towards third parties and in law as claimant or respondent.
17.2. Without prejudice to the general representation power by the Board of Directors as a body, the company will be represented towards third parties and in law as a claimant or respondent as well as in relation to all instruments for which the intervention of a public officer or a civil-law notary is required by two directors who will act jointly or by the chairperson of the Board of Directors or the delegated director acting together with a member of the executive committee.
17.3. Within the framework of the day-to-day management, the company will also be legally represented by a delegated director who acts on his/her own and/or the possible other persons charged with the day-to-day management who act on their own or jointly as determined when they were appointed.
17.4. The company is, moreover, legally bound by special proxy holders/ mandatories without prejudice to the responsibility of the Board of Directors in case of an excessive proxy within the framework of the their granted proxy.
17.5. The company can, moreover, be represented abroad by every person appointed expressly for this purpose by the Board of Directors.
18.1. The audit of the financial state of the company, of the financial statements and the regularity of the activities to be shown in the financial statements with regard to the Code of Companies and Associations and the Articles of Association is charged to one or more statutory auditors appointed by the general meeting from the members of the Instituut der Bedrijfsrevisoren (Belgian Institute of Company Auditors) for a renewable period of three (3) years.
18.2. In the case of the appointment of a company auditor firm or registered audit firm as the statutory auditor, this firm will appeal to a company auditor natural person who it appoints, for the exercise of his/her remit as auditor; it can eventually also appoint a substitute among its members who comply with the appointment conditions.
18.3. The fee of the statutory auditor will be determined when appointed by the general meeting.
TITLE IV
GENERAL MEETINGS
ARTICLE 19. POWER OF THE GENERAL MEETING.
19.1. The lawfully composed general meeting of the shareholders of the company represents all shareholders. The decisions of the general meeting that were validly taken are binding upon all shareholders, even for those who were absent or for those who voted against a proposal.
19.2. The general meeting has the power a/o to deliberate and to decide on the following matters, namely:
- the approval of the financial statements;
- the appropriation of the result;
- the appointment and dismissal of the directors;
- the determination of the remuneration of the directors;
- the approval of the remuneration policy (with binding vote) and the Companies and Associations;
- the nomination and the dismissal of the auditor;
- the determination of the remuneration of the statutory auditor;
- the filing of the company action or the giving discharge to the directors and the statutory auditor.
remuneration report (with advisory vote) in accordance with the Code of
19.3. The general meeting is also authorised to make changes to the Articles of Association, namely to decide about the increase or decrease of the capital, the powers with regard to the authorised capital by decision of the Board of Directors, the conversion of the company into a company with a different legal status, about deciding about an early dissolution of the company, the distribution of interim dividends of optional dividends, the issue of convertible (or not) bonds or subscription rights, the merger or an equal operation with one or more companies.
ARTICLE 20. DATE OF THE ORDINARY GENERAL MEETING – EXTRAORDINARY/SPECIAL GENERAL MEETING.
20.1. The ordinary general meeting, also called annual meeting, is held each year on the third Monday of the month of May at 4 p.m. Belgian time; should this day be a public holiday, the next working day at the same time.
20.2. A special or extraordinary general meeting may be convened whenever the interest of the company demands this.
20.3. The general meetings will be held at the registered office of the company or at any other place in Belgium or abroad that will be announced in the convocation.
ARTICLE 21. CONVOCATION.
21.1. The Board of Directors and every statutory auditor can convene both an ordinary general meeting (annual meeting) and an exceptional or extraordinary general
meeting. They must convene the annual meeting on the day as determined by the Articles of Association.
21.2. The Board of Directors and every statutory auditor are obliged to convene an exceptional or extraordinary meeting when one or more shareholders who represent, individually or collectively, a tenth (1/10th) of the registered capital request it and must at least include the agenda items proposed by the involved shareholder or shareholders.
21.3. The convocations a general meeting must be issued in accordance with the applicable legal provisions. The convocations mention the agenda, listing the subjects to be treated and the proposals for decision, and all other date that are mandatory to be included in virtue of the applicable legal provisions. 21.4. One or more shareholders representing together at least three per cent (3%) of the capital of the company, in accordance with the provisions of the Code of Companies and Associations, can have subjects to treat added to the agenda of the general meeting and introduce proposals for decision with regard to items on the agenda or those that were added. The company should receive these requests on the twenty-second (22nd) day prior to the date of the general meeting at the latest. The subjects to be treated and the related proposals for decision that could be added to the agenda, should the case arise, will be published according to the modalities prescribed by the Code of Companies and Association. The subjects to be treated and proposals for decision that were added to the agenda in application of this paragraph are only discussed if all related provisions of the Code of Companies and Associations were respected.
21.5. The persons who by virtue of the applicable legal provisions must be convened for a general meeting and who participate in a meeting or are represented there are deemed as regularly convened.
ARTICLE 22. MAKING DOCUMENTS AVAILABLE.
22.1. Except when this is relinquished in writing, a copy is sent together with the convocation to the persons who are entitled to this by virtue of the applicable legal provisions of the documents that must be made available to them by virtue of the applicable legal provisions.
ARTICLE 23. ADMISSION TO THE MEETING.
23.1. A shareholder can only participate to the general meeting and exercise his voting right based on the recording of his shares in book-entry form in his name, at the registration date, or by inscription in the register of registered shares of the company, or by inscription in the accounts of an authorised account holder or clearing organisation, or upon presentation of the bearer shares to a financial intermediary, regardless of the number of shares the shareholder owns at the general meeting. The fourteenth (14th) day prior to the general meeting, at midnight Belgian time applies as the registration date.
23.2. Holders of dematerialised shares who want to participate to the general meeting, must present a certificate issued by an authorised account holder or the settlement body, stating how many dematerialised shares are registered in their accounts at the registration date, in the name of the shareholders, and for which the shareholder has indicated wanting to participate to the general meeting. This filing has to take place at latest the sixth (6th) day prior to the date of the general meeting at the office or at the institutions mentioned in the convocation.
23.3. Holders of registered shares who wish to participate in the meeting, must inform the company via email or ordinary post by the sixth (6th) day at the latest prior to the meeting date of their intention to participate in the meeting. Where relevant, by transferring their proxy or vote form.
23.4. The Board of Directors will keep a register for each shareholder having communicated his/her wish to participate in the general meeting, stating his/ her name and address or office, the number of shares he/she owned on the registration date and for which he/she has indicated wishing to participate in the general meeting, and a description of the documents that prove that he/ she was a holder of the shares on that registration date.
23.5. The holders of convertible bonds, subscription rights or certificates that were issued with the cooperation of the company may attend the general meeting, but only with an advisory vote provided that there is observance of the aforementioned admission conditions that apply to shareholders that must be applied in that case mutatis mutandis.
ARTICLE 24. PARTICIPATION IN THE MEETING - REPRESENTATION.
24.1. Every shareholder of the company may have himself/herself represented at the general meeting by a proxy who may or may not be a shareholder.
24.2. A shareholder of the company may only appoint (1) one proxy for a specific general meeting. Derogation to this principle is only possible in accordance with the related rules of the Code of Companies and Associations.
24.3. A person acting as an authorised representative can have proxies of more than one shareholder. In the case an authorised representative has proxies from several shareholders, he can vote differently in the name of one shareholder than in the name of another shareholder.
24.4. The appointment of a proxy by a shareholder is done in writing or via an electronic form and has to be signed by the shareholder in handwriting or using an electronic signature.
24.5. The notification of the proxy has to be done in writing to the company. This notification can also take place electronically, at the address mentioned in the convocation.
24.6. The company has to receive the proxy at latest the sixth (6th) day prior to the meeting date.
24.7. Without prejudice to the possibility, in accordance with article 7:145, second paragraph, of the Code of Companies and Associations to derogate from the instructions under certain circumstances, the authorised representative expresses his vote in accordance with the possible instructions of the shareholder who has appointed him/her. The authorised representative has to hold a register for at least (1) year of the voting instructions and confirm, at the request of the shareholder, that he respected the voting instructions.
24.8. In the case of a potential conflict of interest as defined in article 7:143, paragraph 4, of the Code of Companies and Associations between the shareholder and the authorised representative he/she has appointed, the authorised representative must disclose the precise facts that are of interest to the shareholder to judge if the risk exists that the authorised representative promotes any other interests than that of the shareholder. Moreover, the authorised representative can only vote in the name of the shareholder provided that he has specific voting instructions for each agenda item.
24.9. In the case of an addition to the agenda, in accordance with article 21.4 of the Articles of Association, and if a proxy has already been communicated to the company before the publication of the amended agenda, the authorised representative has to respect the related provisions of the Code of Companies and Associations .
ARTICLE 25. ATTENDANCE LIST.
25.1. Before participating in the meeting, the shareholders or their proxies must sign the attendance list whilst indicating their surname, first name or names and the place where they live or the name and the registered office of the shareholders and the number of shares that they represent. The form and signing modalities of the list are determined for each meeting by the Board of Directors (or the appointed person).
ARTICLE 26. COMPOSITION OF THE BOARD - MINUTES.
26.1. The general meetings are chaired by the chairperson of the Board of Directors or, should he/she not be available, by a director indicated by the meeting or, if no directors are present, by the shareholder with the most voting rights.
26.2. The chairman of the meeting appoints a secretary and one or more vote counters, who do not need to be (a) shareholder(s). The chairman, the secretary and the vote counters altogether form the bureau.
26.3. The minutes of the general meetings are signed by the members of the board and the shareholders that ask this. These minutes are recorded in a special register.
ARTICLE 27. DELIBERATION - ATTENDANCE QUORUM.
27.1. The deliberation and voting at the general meeting are directed by the chairman of the meeting and take place in accordance with the habitual rules of proper meeting techniques.
27.2. The directors will give answers to the questions that are asked by the shareholders or holders of convertible bonds or registered subscription rights or registered certificates issued with the cooperation of the company prior or during the meeting verbally or in writing and that are related to the agenda items insofar as the notification of data or facts is not of the type that may damage the company or contrary to the confidentiality commitments made by them or the company.
27.3. The statutory auditors will reply to the questions that are asked by the shareholders or holders of convertible bonds or registered subscription rights or issued with the collaboration of the company prior or during the meeting verbally or in writing and that are related to the agenda items regarding which they report on insofar as the notification of data or facts is not of the type that may damage the company or contrary to the confidentiality commitments made by them or the company. They have the right to speak at the general meeting with regard to the fulfilment of their mission.
27.4. If different questions are related to the same subject, the directors and statutory auditors are allowed to respond to these with one answer. As soon as the convocation is published, the shareholders, holders of convertible bonds or registered subscription rights or issued with the collaboration of the company can ask the aforementioned questions in writing in accordance with the related provisions of the Code of Companies and Associations .
27.5. The Board of Directors is entitled to adjourn each ordinary, exceptional or extraordinary general meeting one single time for five (5) weeks, unless the meeting has been convened at the request of one or more shareholders, representing at least one tenth (1/10th) of the capital, or by the statutory auditor. Such adjournment does not prejudice the other decisions that were taken, except if the general meeting decides otherwise on this matter.
27.6. The general meeting can only legally deliberate or decide on the items recorded or implicitly stated in the agenda. There can only be a deliberation on items that were not included in the agenda if all persons that are to be invited according to the Code of Companies and Associations are present or represented by their body or permanent representative and nobody objects to extending the agenda. The required agreement is definite if no protest has been recorded in the minutes of the meeting.
27.7. The general meeting may legally deliberate and adopt resolutions regardless of the number of shares present and represented except in the cases where the law demands a specific attendance quorum.
ARTICLE 28. VOTING RIGHT.
28.1. Each share with a voting right entitles to one voting at the general meeting.
28.2. The fully paid-up shares that are registered for at least two years without interruption in the name of the same shareholder in the register of shares regardless of whether this register should be maintained in electronic form or not also grant, in accordance with article 7:53 of the Code of Companies and Associations, a double voting right.
28.3. The period of two years begins as from the date of registration of the registered shares in the share register. The double voting right will no longer apply as from the date of deletion in the aforementioned register except for the cases as referred to in law.
28.4. In relation to capital increase, the double voting right will be granted to the bonus shares that are issued for the benefit of shareholders for the old shares regarding which they had this right as from the date of issue.
28.5. If a shareholder dematerialises part of his/her registered shares or transfers the ownership thereof, first the registered shares that were registered in the register of shares will be deducted from his/her total number of registered shares in relation to the determination of the double voting right unless the request for dematerialisation of the transfer documentation expressly determines otherwise.
28.6. To determine whether a single or double voting right of a shareholder exists, the company may solely base itself on the registrations in the register of registered shares without this being in breach of its right to decide otherwise based on the information the company is aware of and the legal provisions.
28.7. If issues or circumstances occur that entail the loss of the double voting right for a shareholder that remains unchanged in the register of registered shares, this shareholder must inform the company immediately about this and, at the first request, submit proof in relation to this.
28.8. If issues or circumstances occur that entail the retention of the double voting right despite the change of shareholder in the register of registered shares, this shareholder who appeals to the double voting right must inform the company immediately about this and, at the first request, submit proof in relation to this.
28.9. The shareholders participate in the general meeting with the number of voting rights that they have on the registration date.
ARTICLE 29. PARTICIPATION AND REMOTE VOTING.
29.1. Every shareholder can if the Board of Directors determines this in the convocation participate remotely in the general meeting through an electronic communication resource made available by the company except in the cases when this is not allowed by law.
29.2. Shareholders who participate in this manner in the general meeting are deemed to be present at the location where the meeting is being held for the fulfilment of the conditions regarding attendance and majority quorum.
29.3. The electronic communication resource referred to previously must allow the company to check the capacity and identity of the shareholder.
29.4. The shareholder who wishes to use this, must at least be able to directly, simultaneously and uninterruptedly take cognisance of the discussions during the meeting and exercise his/her voting right with regard to all issues on which the meeting must express an opinion.
29.5. If the Board of Directors determines this in the convocation, every shareholder can also vote by letter or electronically by means of a form drawn up by the Board of Directors that entails the following information: (i) the identification of the shareholder, (ii) the number of votes to which he/she is entitled to and (iii) the specification of 'yes', 'no' or 'abstention' for every resolution that must be adopted by the general meeting in accordance with the agenda; the form is sent to the company and must arrive at the registered office three working days before the meeting at the latest.
ARTICLE 30. MAJORITY.
30.1. Except in relation to the cases defined by law, the resolutions are adopted through an ordinary majority of votes when participating in the voting. Abstentions or blank votes and invalid votes are ignored in the calculation of the majority. In the case of equality of votes, the proposal is rejected.
ARTICLE 31. COPIES AND EXTRACTS OF THE MINUTES.
31.1. At each general meeting minutes are taken during the meeting.
31.2. The minutes comprise the information prescribed by law and are signed by the members of the board and the shareholders that request this.
31.3. The copies and/or extracts of the minutes of the general meetings intended for third parties are signed by one or more persons who have representation authorisation of the Board of Directors in accordance with article 17.2.
TITLE V
FINANCIAL YEAR - FINANCIAL STATEMENTS - DIVIDENDS - PROFIT APPROPRIATION.
ARTICLE 32. FINANCIAL YEAR - FINANCIAL STATEMENTS - ANNUAL REPORT.
32.1. The financial years begins on 1 January and ends on 31 December of each year.
32.2. At the end of every financial year, the Board of Directors draws up an inventory and the financial statements.
32.3. The annual and six-monthly financial reports of the company that include the consolidated accounts of the company and the report of the statutory audit are made available to the shareholders in accordance with the provisions that apply to issuers of financial instruments that are allowed for trading on a regulated market.
32.4. The annual and semi-annual financial reports of the company and the financial reports are published on the company's website.
ARTICLE 33. PROFIT APPROPRIATION.
33.1. If and for as long as legally required, at least five from hundred is taken for the creation of the reserve regarding the net profits of the company.
33.2. Upon the proposal by the Board of Directors, the general meeting will decide about the destination of the balance of the net profits within the limits set out in law and in the Articles of Association.
ARTICLE 34. INTERIM DIVIDENDS.
34.1. The Board of Directors may, under its responsibility, decide to pay out interim dividends in the cases listed in and within the terms allowed by the Code of Companies and Associations.


TITLE VI DISSOLUTION AND LIQUIDATION
ARTICLE 35. LOSS OF CAPITAL.
35.1. If the net assets have decreased to less than half of a fourth of the capital, the Board of Directors must submit to the general meeting the question of whether dissolution should take place as a consequence of and in accordance with the forms specified in article 7:228 of the Code of Companies and Associations.
ARTICLE 36. NOMINATION AND CAPACITY OF LIQUIDATORS.
36.1. The company may be dissolved at any time through a resolution of the general meeting that shall deliberate in the way that is required by law or will be dissolved in the cases as defined in law.
36.2. In case of dissolution of the company that entails liquidation for whatever reason and at whatever time, where relevant, a liquidator or a board of liquidators will be appointed by the general meeting in accordance with the legal provisions that apply. If no liquidator is appointed, the directors who hold office are considered to be the liquidators towards third parties.
36.3. The liquidator or liquidators has or have the most extensive authorisations in accordance with articles 2:87, 2:88 and 2:89 pf the Code of Companies and Associations unless the general meeting should decide otherwise through a standard majority.
36.4. The liquidation of the company is settled in accordance with the provisions of the Code of Companies and Associations.
ARTICLE 37. LIQUIDATION BALANCE.
37.1. The shareholders distribute the balance of the liquidation in relation to their rights in the company.

GENERAL AND TRANSITION PROVISIONS
ARTICLE 38. CHOICE OF LOCATION.
38.1. Every holder of registered shares who resides abroad is obliged to choose a location in Belgium for everything that is related to the execution of the current Articles of Association. If there is no selection of location, it will be deemed to have been made at the registered office where all summons, services and reminders will be legally served.
38.2. Directors, executive directors and liquidators who reside abroad must select as their location the registered office of the company where all summons, services and notifications can be served regarding the matters of the company. Directors, executive directors and liquidators who reside in Belgium can select as their location the registered office of the company for everything that is related to the exercise of their mandate.
ARTICLE 39. JURISDICTION.
39.1. Exclusive jurisdiction is given to the courts of the company's registered office for all disputes between, on the one hand, the company and, on the other hand, its directors, its holders of securities and/or its liquidators regarding company matters and the implementation of the current Articles of Association unless the company expressly renounces to it.
ARTICLE 40. APPLICABLE LAW.
40.1. For everything that is not explicitly defined in these articles of association, or with regard to the legal provisions that were not validly derogated from in these articles of association, the provisions of (a) the Code of Companies and Associations and its implementation decrees and regulations and (b) the other legal provisions, decrees and regulations under Belgian law are applicable as far as they apply to the company.
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40.2. Moreover, the provisions of these Articles of Association that would unlawfully have derogated from the provisions of the laws, decrees and regulations mentioned in the previous paragraph, are considered not to be recorded in the current Articles of Association and the clauses that would be opposed to the mandatory provisions of these laws, decrees and regulations shall be deemed as not written.
ARTICLE 41. EVOLUTIVE EFFECT.
41.1. A reference to an act, decree, resolution or any other regulatory provision will be deemed to include any act, decree, resolution or any other regulatory provision that was implemented in order to execute the aforementioned provisions or that amend or replace the aforementioned provisions.
ARTICLE 42. INTERNAL REGULATIONS.
42.1. The Board of Directors may issue internal regulations within the legal limits.
42.2. The internal regulations and every amendment thereof will be notified to the shareholders in accordance with the legal provisions.
42.3. If interim regulations are drawn up or amended, a reference to the approved version of the internal regulations will be included and made public by the Board of Directors in the Articles of Association.
ARTICLE 43. AUTHORISATIONS.
43.1. The authorisation related to the allowed capital and the authorisation regarding the purchase of own shares allocated through a resolution adopted by the extraordinary general shareholders' meeting of 16 December 2019 will continue to be in force until the announcement in the Annexes of the Official Belgian Gazette of the update of the authorisations as decided upon by the extraordinary general shareholders' meeting of 19 July 2021.

LEXICON
ALTERNATIVE PERFORMANCE MEASURES
Following the entry into force of the 'ESMA directives on Alternative Performance Measures' of the European Securities and Market Authority (ESMA), the Alternative Performance Measures (APM) in this annual financial report are indicated by*. For the definition and the detailed calculation of the Alternative Performance Measures used, we refer to page 80 et seq. of this report.
BADWILL
Badwill or negative goodwill equals the amount by which the stake of the party acquiring, in the fair value of the acquired identifiable assets, liabilities and contingent liabilities, exceeds the price of the business combination on the date of the transaction.
BULLET LOAN
A loan which is reimbursed in one time at the end of the duration.
CAP
Financial instrument of the option type for which the underlying, in the case of Nextensa, is the short-term interest rate. As a buyer, Nextensa has acquired the right, within a predefined period, to exercise its option. At that moment, Nextensa pays the capped interest rate (= CAP) instead of the (higher) short term interest rate. For the acquisition of this right, the buyer pays a premium to the seller. Via this interest rate hedging, Nextensa hedges against unfavourable interest rate increases.
CONTRACTUAL ANNUAL RENTS
The indexed basis rents as contractually defined in the leases in force per 31/12/2021.
CORPORATE GOVERNANCE
Sustainable management of the company. These principles, such as transparency, integrity and balance between the responsible parties, are based on the recommendations of the Belgian Corporate Governance Code 2020 as published on www.corporategovernancecommittee.be.
DEBT RATIO
The debt ratio is the financial debts divided by the balance sheet total.
DIVIDEND YIELD
Gross dividend / closing price of the financial year concerned.
DURATION
Weighted average duration of the leases for which the weight is equal to the relation of the rental income to the total rental income of the portfolio.


FAIR VALUE
The fair value is the investment value as defined by an independent real estate expert, from which, the transfer rights have been deducted; the fair value is the accounting value under IFRS.
FLOOR
Financial instrument of the option type for which the underlying, in the case of Nextensa, is the short-term interest rate. As a seller, Nextensa has the obligation to, within a predefined period, deliver the floor (minimum interest rate). In exchange for this, Nextensa, as the seller, receives a premium from the buyer. The received premium on the floor limits in this way the premium paid on the CAP.
FREE FLOAT
The free float is the number of shares freely tradable on the stock exchange.
GOODWILL
Goodwill equals the amount by which the cost of the business combination exceeds, at the transaction date, the interest in the fair value of the identifiable assets, liabilities and conditional liabilities taken over from the acquiring party.
IAS-STANDARDS
The international accounting standards (IAS, International Accounting Standards/IFRS, International Financial Reporting Standards) have been drawn up by the International Accounting Standards Board (IASB), which develops the international standards for preparing the financial statements. The listed companies in Europe must apply these rules to their consolidated accounts for the financial years starting as from 01/01/2005. Nextensa has also been applying these rules since the financial year beginning on 01/07/2006 to its statutory financial statements.
INTEREST RATE SWAP
Financial instrument by which parties agree contractually to swap interest payments over a defined term. This allows parties to swap fixed interest rates for floating interest rates and vice versa.
INVESTMENT VALUE
The investment value is the value as defined by an independent real estate expert, and of which, the transfer rights have not yet been deducted.
LIQUIDITY PROVIDER
Liquidity providers are members of Euronext who signed an agreement with Euronext in which they, amongst other things, agree to, continually, make a bilateral market, composed of buy and sell rates, to guarantee a minimum turnover and furthermore to make the market within a maximum spread.
NET ASSET VALUE (NAV) PER SHARE
NAV (Net Asset Value): shareholder's equity attributable to the shareholders of the parent company, divided by the number of shares (excluding the consolidated number of treasury shares).
NET CASH FLOW
Net cash flow = net result plus additions to amortizations, depreciations on trade debtors and the additions to and withdrawals on provisions minus negative and positive changes in the fair value of investment properties minus the other non-cash elements.


OCCUPANCY RATE
The occupancy rate takes into account all buildings, except those carried under 'assets held for sale' and 'development projects' and is calculated in function of the estimated rent as follows: (estimated rental - estimated rental on vacancy / estimated rental).
REGULATED REAL ESTATE COMPANY
It is an ordinary operational company that must act in accordance with its company objectives (which entails that the other interests rather than solely the interest of the shareholders must be taken into account such as the interests of customers who are the users of the buildings);it has a general commercial objective: making available immovable goods to users. This company pursues a company strategy and not an investment policy; it can make a public appeal to savings, but to use those funds for its company purpose in general, in function of the needs arising from its strategy, and not to invest them in accordance with an investment policy based on the Articles of Association with regard to managing those funds in view of generating a "pooled return" for investors.
SWAPTION
A swaption is an option on an interest rate swap. There are 2 types: a payer swaption and a receiver swaption. A payer swaption grants a right to the buyer to conclude an interest rate swap in the future, for which the buyer pays the fixed interest rate and receives the variable interest rate. A receiver swaption grants a right to the buyer to conclude an interest rate swap in the future, for which the buyer pays the variable interest rate and receives the fixed interest rate.
TAKE-UP
The total number of square meters which are rented in the real estate market.
VELOCITY
Represents how many shares are traded on an annual basis, or in other words, the annual traded volume of shares divided by the total number of listed shares.


NEXTENSA IDENTIFICATION CARD

| Nextensa NV |
||
|---|---|---|
| Rechtsvorm | ||
| Zetel | ||
| Contactinfo | ||
| Web | ||
| RPR | ||
| BTW |
- Naamloze vennootschap
- (public limited company)
- Gare Maritime, Picardstraat 11 bus 505,
- 1000 Brussels, Belgium
- +32 2 882 10 00
- [email protected]
- www.nextensa.eu
- Brussels
- BE 0436.323.915
Term Financial year Listing Liquidity provider Financial services Statutory auditor
Indefinite term
- 1 January 31 December
- Euronext Brussels, BEL Mid
- Bank Degroof Petercam
- Main payment agent Bank Delen
- Ernst & Young Bedrijfsrevisoren,
- represented by Joeri Klaykens, certified auditor
Publication MB 12 August 2021
(renouncement of its status of a public regulated real estate company) no. 21348709
| 8 June 1999 Publication MB 26 June 1999 |
6 November 2014 | 19 July 2021 Publication MB 12 August 2021 |
|---|---|---|
| Publication MB 3 December 2014 |
||
| (conversion into real estate investment trust) |
(change into a regulated real estate company) |
|
| no. 990626-330 | no. 20141203-14216372 | estate company) |

INVESTOR RELATIONS CONTACT

MICHEL VAN GEYTE CHIEF EXECUTIVE OFFICER
+32 2 882 10 05 [email protected]
Registered office:
Gare Maritime Picardstraat 11 bus 505 BE-1000 Brussels Belgium
+32 2 882 10 00 [email protected] www.nextensa.eu
Register of legal entities: 0436.323.915 ISIN BE0003770840 LEI 549300BPHBCHEODTG670

SEE YOU NEXT YEAR!
