ANNUAL FINANCIAL REPORT 2016 FINANCIALANNUAL REPORT RESHAPING THE WORKPLACE ANNUAL FINANCIAL REPORT 2016 ANNUAL FINANCIAL REPORT ON THE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2016 PRESENTED AT THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 25 APRIL 2017 AND ADOPTED BY THE BOARD OF DIRECTORS ON 23 FEBRUARY 2017 This Annual Financial Report has been prepared in accord- Moreover, the “Alternative Performance Measures (APM)”2 ance with the Royal Decree of 13 July 2014. Guidelines of the European Securities Markets Authority (ESMA) have been applicable since 3 July 2016. The APMs Any reference to the portfolio, assets, figures or activities of included in this Annual Financial Report are identified with a Befimmo should be understood on a consolidated basis, to footnote when the APM is first mentioned in this Report. The include those of its subsidiaries, except where clear from the full list of APMs, with their definition, purpose and relevant context or expressly stated otherwise. reconciliation tables, is set out in Appendix II to this Report and published on Befimmo’s website. For the past few years, Befimmo has been standardising its financial reporting and its reporting on Social Responsibility WWW.BEFIMMO.BE/EN/INVESTORS/PUBLICATIONS/ – with a view to improving the quality and comparability of ALTERNATIVE-PERFORMANCE-MEASURES the information – adopting EPRA reporting guidelines and GRI-G4 guidelines1. The following explanatory icons are used: “Market” WWW.BEFIMMO.BE This icon refers to further This icon refers to further information in a specific information on the chapter or page in this Befimmo website. Report. Glossary GRI-G4 This icon refers to the This icon refers to the glossary in the appendix to GRI-G4 guidelines. this report on page 202. The index to the GRI content is published on the Company’s web- site (www.befimmo.be). This English version of the Annual Financial Report is a translation of the French version of the Annual Financial Report. In case of inconsistencies between the French and the English versions, the French version will prevail. All texts are written and translated under the supervision of Befimmo. 1. www.globalreporting.org 2. For more information, please consult the report “Final Report – ESMA Guidelines on Alternative Performance Measures” on the ESMA website (www.esma.europa.eu/). PROFILE Befimmo is a BE-REIT (SIR/GVV). It is subject to the law of 12 May 2014 and the Royal Decree of €2.5 BN 13 July 2014 on BE-REITs. PORTFOLIO VALUE Befimmo is a real-estate operator pursuing a specialist (“pure- player”) strategy in office buildings located in Belgium, mainly in Brussels and in the main Belgian cities, and the Grand 2 Duchy of Luxembourg. Its portfolio is worth some €2.5 billion >850,000 m and comprises around a hundred office buildings with space totaling over 850,000 m². TOTAL SPACE “Property portfolio, on page 29” Befimmo offers its rental customers quality properties that are flexible, efficient, well-equipped and located near major transport hubs. As a specialist in office buildings, Befimmo €1.4 BN offers a wide range of personalised and integrated services and provides optimum facilities in its properties to facilitate the MARKET CAPITALISATION everyday lives of its rental customers. By building a relation- ship of trust with its customers, Befimmo seeks to maintain a high occupancy rate of its portfolio, which generates recurring and predictable revenue. Befimmo takes a responsible attitude in carrying out the various tasks inherent in its business of real-estate opera- tor: investment, commercialisation, providing services and facilities, renovation and construction for own account, and disinvestment. It places the challenges of Social Responsibility at the heart of its strategic thinking. “Identity and strategy, on page 20” Befimmo is listed on Euronext Brussels. As at 31 December 2016, its market capitalisation was €1.4 billion. Befimmo offers its shareholders a solid dividend and a yield in line with its risk profile. TABLE OF CONTENTS PROFILE 1 RISK FACTORS 10 RESHAPING THE WORKPLACE 12 LETTER TO THE SHAREHOLDERS 15 MANAGEMENT REPORT 16 HISTORY OF BEFIMMO 18 KEY FIGURES 20 IDENTITY AND STRATEGY 23 KEY EVENTS OF THE 2016 FISCAL YEAR 24 ONGOING PROJECTS 29 PROPERTY REPORT 29 PROPERTY PORTFOLIO 35 GEOGRAPHICAL SITUATION OF THE BEFIMMO PORTFOLIO 36 BUILDINGS OF BEFIMMO’S CONSOLIDATED PORTFOLIO 40 OFFICE PROPERTY MARKET 46 CONCLUSIONS OF THE REAL-ESTATE EXPERT COORDINATOR 49 FINANCIAL REPORT 50 FINANCIAL STRUCTURE 52 FINANCIAL RESULTS 54 APPROPRIATION OF RESULTS (STATUTORY ACCOUNTS) 56 EPRA BEST PRACTICES 65 SUBSEQUENT KEY EVENTS AFTER YEAR-END CLOSING 66 OUTLOOK AND DIVIDEND FORECAST 72 BEFIMMO ON THE STOCK MARKET 72 BEFIMMO SHARE 74 DIVIDEND FOR THE 2016 FISCAL YEAR 75 SHAREHOLDER STRUCTURE 75 KEY DATES FOR SHAREHOLDERS 77 SOCIAL RESPONSIBILITY 117 CORPORATE GOVERNANCE STATEMENT 145 FINANCIAL STATEMENTS 193 GENERAL INFORMATION 201 APPENDICES 202 APPENDIX I: GLOSSARY 209 APPENDIX II: ALTERNATIVE PERFORMANCE MEASURES 212 APPENDIX III: EXTRACTS OF THE ARTICLES OF ASSOCIATION 221 APPENDIX IV: SPREAD OF THE BUILDINGS OF THE CONSOLIDATED PORTFOLIO PER SUBSIDIARY Befimmo - Annual Financial Report 2016 1 RISK FACTORS This chapter covers the identified risks that could affect the Company, including a description of the measures it has taken to anticipate and limit the potential impact of those risks. Note that doing business involves taking risks and so it is not possible to eliminate the potential impact of all the risks identified, nor of any residual risk that therefore has to be borne by the Company and, indirectly, by its shareholders. The current economic and financial climate may accentuate certain risks to Befimmo’s business. This list of risks is based on information known at the time of writing of this Report, though other risks, which may be unknown, improbable or unlikely to have an adverse effect on the Company, its business or its financial situation, may of course exist. The list of risks in this chapter is therefore not exhaustive. MAIN MARKET-RELATED RISKS RISK OF SEGMENTAL AND GEOGRAPHICAL MITIGATION AND CONTROL MEASURES Befimmo’s investment strategy is focused on quality office CONCENTRATION buildings, with a good location, good accessibility and a suffi- cient critical size, among other factors. Buildings must be well DESCRIPTION OF RISK equipped and flexible, have an appropriate rental situation and The Befimmo portfolio is not very diversified in terms of a potential for value creation. This investment strategy makes segment and geography. It consists of office buildings, mainly the buildings more attractive to tenants and hence ensures a better occupancy rate. This makes Befimmo in principle less located in Brussels and its economic Hinterland (68.4%1 of sensitive to any deterioration of the market. the portfolio as at 31 December 2016). The vacancy rate for the Brussels office market was 9.30%2 at 31 December 2016 “Identity and strategy, on page 20” compared with 10.10% at the end of 2015. Befimmo’s portfolio was let with an occupancy rate3 of 94.79% at 31 December 2016 compared with a rate of 94.15% at the end of 2015. RISKS RELATED TO RENTAL VACANCY Glossary DESCRIPTION OF THE RISKS “Property portfolio, on page 29” The office property market is currently characterised by higher supply than demand. As at 31 December 2016, the occu- POTENTIAL IMPACT pancy rate3 of Befimmo’s portfolio was 94.79% (compared with Given this sectoral and geographical concentration, the Com- 94.15% at 31 December 2015). The Company is exposed to pany is sensitive to developments in the Brussels office prop- the risks of its tenants leaving, and of renegotiating their leases. erty market, which is characterised in particular by a significant These risks include, among others, the following: risk of lost and/ presence of European institutions and related activities. or reduced income, risk of negative reversion on rents, risk of pressure on renewal conditions and to grant periods of gratuities, risk of decline in fair value, etc. Befimmo is also exposed to the impact of tenants’ policy to optimise their needs for office space. 1. Calculated on the basis of the fair value of the investment properties. 2. Source: CBRE at 31 December 2016. 3. Current rents/(current rents + estimated rental value of vacant space). Calculated on the basis of properties available for lease. 2 RISK FACTORS POTENTIAL IMPACT RISKS ASSOCIATED WITH TENANTS If this risk were to materialise it would lead to a decline in occupancy rates and a reduction in the operating result of DESCRIPTION OF THE RISKS the portfolio. On an annual basis as at 31 December 2016, a 1% fluctuation in the occupancy rate of the Company’s The Company is exposed to the risks related to the financial portfolio would have an impact of some €2.1 million on the default of its tenants. property operating result, €0.08 on the net asset value per share and 0.08% on the debt ratio. POTENTIAL IMPACT The direct costs related to rental vacancy, namely The financial default of tenants can lead to a loss of rental charges and taxes on unlet properties, were estimated at income, an increase in property charges where rental charges -€4.05 million on an annual basis, or about 2.94% of total cannot be recovered and the appearance of unexpected rental rental income. vacancies. As described in the risks related to rental vacancy, the Company is in this case exposed to the risk of pressure on The Company may also be exposed to higher expenses in renewal conditions and to grant periods of gratuities etc. The connection with the marketing of properties available for ageing balance of trade receivables is to be found in the finan- lease. cial statements (note 32 on page 174 of this Annual Financial Report 2016).