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Annual Financial Report 2012 Table of Contents

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Annual Financial Report 2012 Table of Contents annual financial report 2012 table of contents 02 RiSK factors 10 mAnAGEmEnT REPoRT 10 Letter to the shareholders 12 Key figures 14 Strategy 18 Summary of the consolidated accounts 18 Consolidated income statement - Analytical form 20 Consolidated balance sheet 22 Appropriation of company results 24 Transactions and performances in 2012 24 Global portfolio 32 Offices 38 Healthcare real estate 46 Property of distribution networks 50 Public-Private Partnerships 54 Management of financial resources 58 Data according to the EPRA principles 64 Quarterly consolidated accounts 66 Events after 31.12.2012 68 Forecasts 2013 72 Corporate Governance Statement 72 Code of reference, Internal audit and risk management 74 Decision-making bodies 82 Management 82 Rules and procedures 85 Remuneration Report 90 Other parties involved 92 Corporate social responsibility 94 Scoreboard 98 Environment 104 Human resources 107 Key performance indicators 112 Cofinimmo in the stock market 112 The ordinary share 114 The preference share 115 The non-convertible bonds 116 The convertible bonds 116 Shareholders’ structure 117 Shareholders’ calendar 118 Property report 118 Geographic location 120 Market characteristics 121 Consolidated property portfolio 128 Report by the real estate experts 131 ANNUAL ACCoUnTS 131 Consolidated accounts 138 Notes to the consolidated accounts 180 Statutory auditor’s report 181 Company accounts 184 STAnDING DoCUmEnT 184 General information 188 Share capital 191 Extracts from the Articles of Association 197 GLoSSARY history 2012 Strengthening of its key position within the healthcare sector in Europe through the acquisition of an orthopaedic clinic (ZBC) in the Netherlands. Adoption of the FBI regime. Launch of the construction of the new prison of Leuze-en Hainaut (PPP). 2011 Pursuit of the diversification strategy. Strengthening of the “property of distribution networks” portfolio via the acquisition of a significant network of insurance agencies in France (Cofinimur I). Placement of convertible bonds. 2011- 2010 -2009 Leading healthcare real estate investor position in Continental Europe. 2008 Establishment in France in the healthcare real estate sector. Adoption of the SIIC regime. 2007 Partnership with AB InBev Group concerning the acquisition of a large portfolio of pubs located in Belgium and in the Netherlands (Pubstone). 2006 Award of the PPPs relating to the Antwerp Fire Station and the HEKLA Police Station (Antwerp region). 2005 Diversification in the nursing homes and service-flats sector. Award of the first Public-Private Partnership (PPP): the Antwerp Court of Justice. 2004 Acquisition of the Egmont office complex. Issue of preference shares. 2003 Inclusion in the BEL20, MSCI World and GPR15 indexes. Acquisition of the North Galaxy towers. 2002-2001-2000 Acquisition of several major office portfolios. 1999 Internalisation of property management. 1996 Adoption of the Sicafi/Bevak regime. 1994 Listing on the Brussels Stock Exchange. 1983 Establishment. BREAKDOWN OF THE FIVE MAIN CLIENTS - PORTFOLIO IN FAIR VALUE (in %) IN CONTRACTUAL RENTS (in %) 1.9% 16.0% AB InBev Group 13.5% Buildings Agency (Belgian State) 11.9% Korian Group 8.9% Senior Living Group 7.4% Armonea 7.2% Property of distribution networks Healthcare real estate Offices 46.6% 35.5% Others AVERAGE RESIDUAL LEASE LENGTH PER SECTOR (in number of years) 20 15 10 5 16.5 16.0 6.9 12.6 11.7 0 Healthcare Property of Offices Others Total Portfolio real estate distribution networks • Total occupancy rate : 95.71% • Gross rental yield : 7.01% • Loan-to-value ratio : 51.21% Cofinimmo is the foremost listed Belgian real estate company specialising in rental property. The company benefits from the Sicafi/Bevak regime in Belgium, the SIIC regime in France and the FBI regime in the Netherlands. Its core activity segments are office property and healthcare real estate. The portfolio also includes a «Property of distribution networks» segment, accounting for 16.0%, grouping the Pubstone and Cofinimur I portfolios. The majority of the assets are located within Belgian territory (79.4%). The foreign part represents 15.7% in France (healthcare real estate, MAAF agencies network) and 4.9% in the Netherlands (Pubstone portfolio and healthcare real estate). In total, the properties have an area of 1,865,527m2 and a fair value of €3,308.6 million. The company’s strategic priorities are the creation of value for its investors, a sound relationship of trust with its clients and sustainable management of its investments. Cofinimmo is an independent company, which manages its properties and clients-tenants in-house. It is listed on Euronext Brussels, where it is included in the BEL20 index. Its shareholders are mainly private individuals and institutional investors from Belgium and abroad, looking for a moderate risk profile combined with a high and regular dividend yield. Together in real estate Cofinimmo’s role is to answer the specific needs in the real estate market: ¤ Corporate and public authorities’ demand for flexible offices ¤ Elderly and medical care operators’ demand for healthcare real estate ¤ Corporate demand for sale and leasebacks of distribution net- works ¤ Public authorities’ need for purpose-built facilities This strategy also enables the Group to offer its shareholders an attractive dividend yield. The Group is implementing this strategy while each year rolling out an increasingly ambitious corporate responsibility policy in terms of energy performance of existing buildings and those under construction. It also looks after its societal role vis-à-vis people and associations. 10 Risk factors risk factors This chapter covers the main risks faced by the company, their potential effects on its activities and the various factors and actions cushioning the potential negative impact of these risks. The mitigating factors and measures are detailed further on in this Annual Financial Report under the relevant chapters. MARKET The markets in which the Cofinimmo Group operates are partly influenced by trends in the general economic climate. The office market is influenced in particular by economic trends, whereas the healthcare real estate sector, the property of distribution networks portfolio and the Public-Private Partnerships (PPP) are characterised by a stable rental environment. MITIGATING FACTORS AND DESCRIPTION OF THE RISK POTENTIAL IMPACT MEASURES1 DETERIORATION IN THE 1. Negative impact on demand The nursing homes and clinics and ECONOMIC CLIMATE IN and occupancy rate of space the Public-Private Partnerships and on rents at which the (together 36.5% of the portfolio RELATION TO THE properties can be relet. under management) are insensitive CURRENT SITUATION 2. Downwards revision of the value or not very sensitive to variations in of the real estate portfolio. the general economic climate. (1,2). Long weighted average duration of leases (11.7 years on 31.12.2012). (1,2) 37.8% of the office tenants belong to the public sector. DETERIORATING ECONOMIC The property of distribution The impact occurs at the end of the CLIMATE IMPACTING THE networks portfolio leased to leases, which are long-term leases. industrial and service companies is The network functions as a contact PROPERTY OF DISTRIBUTION subject to the impact that general points for the tenant’s customers NETWORKS PORTFOLIO economic conditions may have on and is therefore necessary for its these tenant companies. commercial activity. CONVERSIONS OF OFFICE PROPERTIES Uncertainty about the price and Sale before launch of the conversion INTO RESIDENTIAL PROPERTIES timing of sales. works. 1 The numbered reference in the mitigating factors and measures establishes the link with the potential impact of each risk. PROPERTY PORTFOLIO The Group's investment strategy is reflected in a diversified portfolio of assets with limited development activity for own account (construction of new buildings or complete renovation of existing buildings). Occasionally, the company converts office properties at the end of their operating period into apartments that it then puts up for sale. The management of operating properties is carried out in-house by a proactive team. The asset diversification aims at a distribution of market risks. DESCRIPTION OF THE RISK POTENTIAL IMPACT MITIGATING FACTORS AND MEASURES INAPPROPRIATE CHOICE OF 1. Change in the Group’s Strategic and risk analysis and technical, INVESTMENTS income potential. administrative, legal, accounting and taxation 2. Mismatch with market due diligence carried out before each acquisition. OR DEVELOPMENTS demand resulting in (1,2,3) vacancies. In-house and external valuations (independent 3. Expected yields not experts) carried out for each property to be achieved. bought or sold. (1,2,3) Marketing of development projects before acquisition. (1,2,3) EXCESSIVE OWN ACCOUNT Uncertainty regarding future Activity limited to maximum 10% of the fair DEVELOPMENT PIPELINE income. value of the portfolio. POOR MANAGEMENT OF 1. Non-respect of the budget In-house specialised Project Management team. MAJOR WORKS and timing. (1,2) 2. Increase in costs and/or Specialised external Project Managers selected income reduction; negative for larger projects. (1,2) 11 impact on the profitability of the projects. NEGATIVE VARIATION IN Negative impact on the net Property portfolio valued by independent THE FAIR VALUE OF THE result, net assets and debt experts on a quarterly basis conducive to ratio. corrective measures being taken. PROPERTIES On 31.12.2012, a 1% variation Clearly defined and
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