ANNUAL REPORT 2019 ANNUAL REPORT 2019 I ANNUALMilan REPORT - GIOIAOTTO 2019 II ANNUAL REPORT 2019 INDEX THE COMPANY 3 Letter from the CEO 4 Company profile 6 01 The REIT framework 7 Investment case 8 Strategy and business model 10 Main events of 2019 12 Overview of the activity since IPO 17 The real estate portfolio 20 Active management of the portfolio 49 Why Italy 51 Why Milan 53 MANAGEMENT 59 Senior Management 60 Corporate structure 62 02 Management of activities 63 Investor Relations 66 GOVERNANCE 71 Introduction by the Chairman 72 Members of the Board of Directors 74 03 Governance 76 Investment Committee Report 78 Remuneration Committee Report 80 Remuneration Policy 81 Control & Risk and Related Parties Committee Report 84 How we manage risks 88 SUSTAINABILITY 95 Sustainability in the real estate sector 96 Integrating sustainability in the business model 98 04 Material themes for COIMA RES 102 Quality and efficiency 106 Environmental performance 109 Relationship with tenants 111 People and communities 112 EPRA tables 120 Sustainability objectives 126 Methodology 129 FINANCIAL REVIEW 131 CFO Report 132 Other company information 139 05 Director’s report 142 Consolidated financial statements 150 Separate financial statements 210 EPRA Performance Measures 284 Annexes 295 1 ANNUAL REPORT 2019 2 Milan - COIMA HEADQUARTERS - Interior ANNUAL REPORT 2019 THE COMPANY Letter from the CEO 4 Company profile 6 01 The REIT framework 7 Investment case 8 Strategy and business model 10 Main events of 2019 12 Overview of the activity since IPO 17 The real estate portfolio 20 Active management of the portfolio 49 Why Italy 51 Why Milan 53 COIMA RES IS A REAL ESTATE INVESTMENT TRUST (REIT) WHICH OWNS AND MANAGES A PORTFOLIO OF COMMERCIAL PROPERTIES IN ITALY 688 MILLION EURO VALUE OF THE REAL ESTATE PORTFOLIO (PRO-QUOTA) 90% IN MILAN 85% FOR OFFICE USE 165,000 SQUARE METERS (PRO-QUOTA) 3 ANNUAL REPORT 2019 LETTER FROM THE CEO Dear shareholders, investors, tenants and partners, at the end of our fourth year of activity we are pleased to present the solid operational and financial results achieved by COIMA RES in 2019. The Company has generated a Return on Equity of 7.6% in 2019, composed by a NAV per share growth equal to 5% and by a dividend per share equal to Euro 0.30. These results were achieved maintaining a prudent leverage level (average LTV of 34% in 2019). Throughout the year we have continued to execute our strategy to improve both the quality and diversification of our portfolio of properties and tenants whilst at the same time further concentrating our real estate portfolio in the office segment (today representing 85% of our portfolio) and in Milan (today representing 90% of our portfolio). Today, we are strategically positioned in the largest, most liquid and most transparent real estate segment in Italy, which is important in the current macroeconomic context. In addition, following the certification of the Corso Como Place project, 64% of our portfolio will be LEED certified, meeting tenant demand while at the same time contributing to lowering our risk profile and delivering long-term sustainable performance. The acquisition by a primary Korean investor of a 50% stake in the Vodafone complex was a major step in accelerating our portfolio optimisation and diversification, allowing us to monetise part of our initial investment by realising an 8% Unlevered IRR. In addition, the disposal of an additional portfolio of bank branches, announced in November 2019 and due to complete within the first half of 2020, allows us to free up additional capital to be reinvested in the Milan office segment. On the back of this last disposal, our exposure to bank branches is reduced to below 10% of the overall portfolio. Since our IPO, we have rotated about 30% of our entire portfolio realising a 5% average gain vs acquisition price on a blended basis and a 7% average Unlevered IRR (12% average Levered IRR), demonstrating to the market the liquidity profile of our properties, the solidity of the valuations performed by the independent appraisers and our ability to remunerate our capital. The proceeds from these disposals have been deployed in the acquisition of the headquarters of Microsoft and Philips, high quality properties purchased “off-market” at attractive valuations that are both LEED certified and recently built or refurbished, and located in two high growth districts. The purchase of the Microsoft headquarters increases COIMA RES’ exposure to 4 ANNUAL REPORT 2019 the Porta Nuova district, which currently represents 50% of our total portfolio. We deem our exposure to Porta Nuova as strategic given the expected growth profile of this district. The year also saw important progress on the Corso Como Place refurbishment project which has been validated, also in its innovation and sustainability features, by the signing of two preliminary lease agreements with Accenture and Bending Spoons, 12 months in advance of delivery. Considering such agreements, the estimated Gross Yield on Cost for the overall project improves by almost 100 bps from an initial estimate of 5.8% at the time of purchase to an updated estimate equal to 6.7%, mainly thanks to the additional surface area gained during the execution of the project. During 2019, we continued our focus on market transparency and engagement, demonstrated by our third consecutive EPRA Gold Award for financial and sustainability reporting. In addition, in 2019 we have improved our position in the Webranking by Comprend ranking, which evaluates listed company digital channel transparency, for the second consecutive year. Today, COIMA RES is ranked n. 25 among the 112 Italian participating companies, with an improvement of 66 positions in just two years. Our work on innovation and sustainability continued in 2019 through the active participation in the European Think Tank with six other leading real estate companies in the office segment in Europe. In March, we published the first European focus groups survey dedicated to office space end users. The survey confirmed current sector trends, aimed at creating workspaces that combine sustainability, intelligence, technology, flexibility, services and hospitality. The alignment process between COIMA RES and its management team continued in 2019. The number of COIMA RES’ shares held by the management team and by companies related to the management team has doubled since the IPO to date. In particular, the promote fee pertaining to the year 2018, was fully paid in shares as regards to the portion paid to key managers, and entirely reinvested in shares purchased on the market as regards to the portion paid to COIMA SGR. I believe that the results achieved in 2019 further strengthen and validate the disciplined approach adopted by the management and Board of Directors of the Company and demonstrate our ability to create shareholder value. We are confident in the quality of our portfolio, our team and our future growth potential. Looking ahead, we will continue to manage our company with discipline, further optimising our portfolio and our corporate structure. We will reduce risk where appropriate and actively manage our properties with the main objective of creating value for our shareholders on a long-term strategic basis, while maintaining a defensive profile and regular distributions, aspects that we deem rewarding in the current market environment. Best regards, Manfredi Catella Founder and Chief Executive Officer, COIMA RES 5 ANNUAL REPORT 2019 COMPANY PROFILE COIMA RES S.p.A. SIIQ (“COIMA RES”, or the “Company”) is a Real Estate Investment Trust (“REIT”). COIMA RES was founded in 2015 by Manfredi Catella, jointly with COIMA S.r.l. and COIMA SGR S.p.A. (“COIMA SGR”), and was subsequently listed on the Mercato Telematico Azionario organized and managed by Borsa Italiana in 2016, with the sovereign wealth fund Qatar Holding LLC as the initial sponsor of the listing project. COIMA RES currently owns a high quality real estate portfolio mainly concentrated in the office segment in Milan. COIMA RES is led by Manfredi Catella, as Founder and CEO, and is managed by a team of six professionals employed by the Company, amongst which: Fulvio Di Gilio (Chief Financial Officer), Yuri D’Agostino (Investment Director), Alberto Goretti (Investor Relations Director), Emiliano Mancuso (Planning & Control Manager) and Carlotta Ciuffardi (Planning & Control Associate). The COIMA RES' Board of Directors is composed of 9 members (7 of which are independent). The Board is responsible for the ordinary and extraordinary management of COIMA RES. COIMA RES avails itself of the support of COIMA SGR for investment and asset management activities, under the responsibility of key managers Gabriele Bonfiglioli (Head of Investments) and Matteo Ravà (Head of Asset Management), and COIMA S.r.l. for property and development management activities. COIMA SGR and COIMA S.r.l. are controlled by the Catella family. COIMA SGR, created in 2007 as Hines SGR and renamed COIMA SGR in 2015 at the same time as the change of control that saw the Catella family buying out the Hines group, is today one of the main independent companies in the management of real estate assets in Italy, with a portfolio under management of Euro 6 billion. COIMA RES has the exclusivity from COIMA SGR for the investment activity in the office segment for Core and Core + properties (defined as properties where the refurbishment costs expected in the short-medium term do not exceed 15% of the purchase price). COIMA S.r.l., active in the real estate market since 1974, carries out property and development management activities, mainly on projects promoted by COIMA SGR. COIMA S.r.l. has developed over 5 million square meters of real estate over the years, including one of the largest European projects for the regeneration of an urban area, Porta Nuova in Milan, and today manages over 1 million square meters, including the largest portfolio of LEED certified commercial buildings in Italy.