LifeCentral: opening
the way to new growth
Integrated Annual Report 2021
Wereldhave Full Service Centers contribute
to a more joyful and comfortable everyday life.
A one-stop location that combines groceries, shopping, leisure, relaxation,
sports, health, work and other daily needs – all supported by smart concepts
and digital services. By investing sustainably to meet the needs of customers
and local areas, we enrich communities, while caring for the environment,
and have a positive effect on the way people live, work and shop.
Wereldhave Full Service Centers play a vital role in people’s everyday
lives in leading regional cities in the Netherlands and Belgium.
Annual Report 2021
Wereldhave N.V.
Wereldhave in 2021 Business environment & strategy Performance & outlook Governance Additional information
Financial statements
Introduction
I
Welcome to Wereldhave’s 2021 Integrated Annual Report. This report provides an overview of our business, strategy and performance,
as well as our system of governance and decision-making. The report also looks at how we endeavor to create value for our main stakeholders
– our tenants, business partners, and the millions of people who visit our centers every year.
Structure of this report
Our Integrated Annual Report comprises two main sections. The first describes our business
and operating environment, our strategy, performance, outlook and governance. The second
section contains our formal disclosures, including our financial statements. Our Supervisory
Board Report is included under Governance (from page 57). Detailed sustainability
disclosures may be found at the end of this report (from page 162). For more information
about our approach to reporting, please see Basis of Preparation (page 85). If you have or
any questions regarding this report, please contact investor.relations@wereldhave.com.
Full contents are listed on page 3. We have included several feature articles in this report
(on pages 7, 16 and 26). Each addresses a different aspect of our LifeCentral strategy.
Statement from our Board of Management
As Wereldhave’s Board of Management, we take responsibility for the content and accuracy
of this Integrated Annual Report. We believe this report provides a fair and balanced picture
of Wereldhave’s business, strategy and performance, and its ability to continue creating
value for both stakeholders and wider society. This report is intended for all stakeholders,
and will be of particular interest to providers of financial capital.
Reporting standards used
This Integrated Annual Report has been prepared in accordance with the International
Integrated Reporting (IR) Framework, as well as standards issued by the Global Reporting
Initiative (GRI). Financial statements are published in accordance with the International
Financial Reporting Standards, as adopted by the European Union (EU-IFRS) and
the Dutch Civil Code. For further information, see Basis of Preparation on page 85.
This document is the PDF version of the 2021 Integrated Annual Report of Wereldhave N.V.
in the European single electronic reporting format (ESEF) and has been prepared for ease
of use. The ESEF reporting package is available on our website. Please note that, in case of
discrepancies between this PDF version and the ESEF reporting package, the latter prevails.
About Wereldhave
Established in 1930, Wereldhave is headquartered at Schiphol, near Amsterdam. Our shares
are listed on Euronext Amsterdam, and included in the AScX® Index. We are registered in
the Netherlands as an investment institution, which means our corporation tax rate is 0%
(excluding our development activities). In Belgium, our investments consist of a 65.9% stake
in Wereldhave Belgium, which is registered as a tax-exempt investment company, listed
on Euronext Brussels. Our investments in France are subject to that country’s SICC regime
(société d’investissements immobiliers cotées). Wereldhave is a member of several leading
industry organizations, including the European Public Real Estate Association (EPRA), the
GRESB Real Estate Assessment and the Dutch Green Building Council.
Please note all abbreviations used in this report are listed on page 161.
Partner
About this Report
Annual Report 2021
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Wereldhave in 2021 Business environment & strategy Performance & outlook Governance Additional information
Financial statements
Introduction
Introduction
About this Report
Contents
Introduction
About this Report
Message from our CEO
Wereldhave in 2021
Feature: Introducing healthcare
at Presikhaaf
Our business
How our business works
Our business model
in Review
Business environment and strategy
Feature: Our partnership
withNIX&NIX
Our business environment
Our LifeCentral strategy
Value creation
Our value creation model
Performance and outlook
Feature: Paris-Proofing our Belle-
Îlecenter
Financial performance & investors
Direct & Indirect results
Five-year performance tables
Share performance
Key developments in our markets
- Netherlands
- Belgium
- France
Performance: Business partners,
suppliers and employees
Performance: Our tenants and visitors
Performance: Society & community
Outlook
Governance
Governance
Risk management and internal
controls
Supervisory Board report
Remuneration report
Wereldhave N.V.
Statement by the Board of
Management
Alternative performance measures
Additional information
Basis of preparation
Compliance with the Integrated
ReportingFramework
Qualifying notes ESG reporting
Materiality
Property portfolio
EPRA performance measures
Financial statements
Consolidated financial statements
Notes to the consolidated
financialstatements
Company financial statements
Notes to the company
financialstatements
Other information
Auditor’s report
Appendix
List of abbreviations
Contribution to Sustainable
Development Goals
Social indicators
Environmental indicators
GRI SRS Index
EPRA Sustainability performance
measures
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Wereldhave in 2021 Business environment & strategy Performance & outlook Governance Additional information
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Introduction
Message from our CEO
The year 2021 has been a year of transfor-
mation for Wereldhave. We used to be a
specialist focused on shopping centers, but
as part of our new LifeCentral strategy launched
in February 2020, we are now transforming
those shopping centers into Full Service
Centers (FSC). It was encouraging to see that in
2021 we received the first evidence that this
strategy is working, from a leasing, customer
experience and valuation perspective.
“ Over the past two years, we
have re-shaped Wereldhave
financially, and – through
our Full Service Centers –
have created a new
category in commercial real
estate that will allow the
Company to grow again.”
Major step forward in financial strength
In 2021, our finance and country teams took a major step
forward in fulfilling one of our key strategic objectives:
to strengthen our balance sheet and free up capital for our
Full Service Center transformations. Despite Covid-19, our
teams managed to sell three Dutch assets that had been
earmarked for sale and four of our six centers in France.
These disposals – plus the new financing we have arranged
in both the Netherlands and Belgium – now put us in a
position where liquidity is secured and funds are available
to finance our LifeCentral strategy. According to a leading
independent research and advisory firm
1
, we now have one
of the lowest leverage ratios of all European retail property
companies. Our asset values have been reset significantly
by appraisers in recent years, providing strong support to
our current leverage ratio. After two years of focusing on
our financing, we have shifted attention to transforming our
assets – at the same time, we will make sure we divest our
last two French assets at the right price.
First transformations completed,
meanwhile operational resilience
Over the past year, we managed to kick-start many of our
transformation projects after a 2020 that was dominated
by Covid-19 and liquidity constraints. Although our LifeCentral
strategy was drafted before Covid-19, the pandemic proved
the need to transform our assets. By right-sizing traditional
retail and seizing opportunities to adding other tenants in
areas such as residential and healthcare, Wereldhave can
embark on a new phase of growth.
Matthijs Storm
1 Based on Green Street’s Debt / EBITDA and Comprehensive Leverage comparison, published in Weekly REIT Pricing Review (28 January 2022)
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Wereldhave in 2021 Business environment & strategy Performance & outlook Governance Additional information
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Introduction
Message from our CEO
After an era of “bigger is better” in shopping centers, we
believe focus should now be on uses and services for
local consumers and local communities. During 2021, we
worked hard on the design, permits, concepts and leasing
of several Full Service Center transformation projects.
Meanwhile, our key operational indicators remained strong
with shopping center occupancy rates above 96% and rent
collection well above our peers – a further confirmation of
continued operational excellence in our core markets, the
Netherlands and Belgium. In 2021, we leased the entire
former Hudson’s Bay property in Tilburg to De KOOPman,
and delivered the first phase of our Belle-Île center in Liège.
I am especially grateful to our French team who, despite
knowing since February 2020 we were exiting the country,
remained committed throughout and have managed to
deliver strong occupancy rates and rent collection for
theyear.
Increasing evidence that our
LifeCentral strategy starts paying off
When we launched LifeCentral in early 2020 we realized
that such a radical change would demand a lot of our
stakeholders. After two years, we feel increasingly confident
that we made the right call. We have re-shaped Wereldhave
financially and have created a new FSC concept that will
allow the Company to grow again. In 2021, we signed a
slew of new leases in the Netherlands and Belgium that will
underpin our strategy, particularly with non-traditional retail
operators in food & beverage (F&B) and healthcare; during
the year, we also added residential plans to our pipeline in
both countries. The large package deal agreed with F&B
operator Albron in the first of our new Full Service Centers,
to be delivered in 2022, was remarkable in that respect –
and testimony to the new concepts created with our
Customer Experience team. Alongside non-retail leasing,
we also measure our success through the Net Promoter
Score, a measure of customer satisfaction, which in 2021
increased significantly to +25 (2020: +4), driven by new
concepts such as The Point, UpNext and most recently a
partnership with StoreShippers for ship-from-store delivery.
Wereldhave has also been recognized as a frontrunner in
Environmental, Social & Governance (ESG) matters in recent
years – and we are further enhancing that position as
part of our LifeCentral strategy. With every transformation,
we are implementing the Paris-Proof roadmaps, doing our
utmost to further reduce carbon emissions and contribute
to a better everyday life and environment. In 2021, we were
again awarded a 5-star GRESB rating, placing us second
among Europe's listed retail companies (an improvement
from third in 2020).
Full steam ahead
2022 looks to be an exciting and promising year for
Wereldhave. Our first two Full Service Centers have been
completed and a further three are due for delivery –
proving the success of this new concept. Alongside these
deliveries, we will get more FSC projects underway, while
keeping an eye on potential external growth opportunities
that will come with phase 2 of our LifeCentral strategy.
Meanwhile, we continue to focus on cost reductions. Now
our balance sheet is amongst the strongest of our European
retail peers, our task is to bring leverage down to our target
range. We have narrowed that target range to 35-40% as
asset values are stabilizing. The year 2022 will also be
the last year of earnings decline for investors, as we
promised back in 2020. From 2023, we expect to enter
a new period of sustained earnings growth, driven by the
completion of our FSC projects, continued cost efficiencies
and an improving occupier market. Already shareholders
are benefiting from improving prospects for our total returns
(and dividend) – according to our forecast, those prospects
will continue to improve in the period ahead.
Lastly, I would like to express my gratitude to all our
stakeholders who have supported our strategy over the
past years. As I said, we knew from the beginning our plan
would take time and require some difficult decisions, not
least the disposal of our French assets at below book value.
That said, patience is now starting to pay off. Customer
satisfaction is increasing; our operational metrics are also
positive. With solid property values, our returns for investors
are rising. Our strategy is beginning to bear fruit.
Matthijs Storm,
CEO
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Wereldhave in 2021 Business environment & strategy Performance & outlook Governance Additional information
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Introduction
Wereldhave in 2021
Feature: Introducing healthcare
at Presikhaaf
Our business
How our business works
Our business model
2021 in Review
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Introduction Wereldhave in 2021
Wereldhave in 2021
Feature: Introducing healthcare
atPresikhaaf
“Health and well-being is becoming
amuch bigger part of people’s lives,
particularly since the pandemic.
That’sbringing more visitors into the
center – and increasing the importance
of Presikhaaf to the local community.”
Lars Vermeulen, Marketing Manager, Wereldhave
Lars Vermeulen, Marketing Manager, Wereldhave
“Over the past year, we expanded the Health Cluster at our
Presikhaaf center – it now includes a dental practice, a
dietician, a laser clinic and a pharmacy that offers a pick-up
service. We expect to sign up two new health tenants in
2022. Alongside the health cluster, we have also added a
gym that has a separate external entrance.
"Increasingly, we see that these health and well-being
services are attracting more visitors – especially younger
people – from our main catchment area. As a result,
thecenter is becoming more important to the local
neighborhood. At the gym, for example, people come in
to exercise, and then maybe pick up some shopping or
go for something to eat in the center. Proportionally, the
number of younger people visiting the center has more than
doubled. You have to realize that health and well-being is
becoming a much bigger part of people’s lives, particularly
since the pandemic. We’re all spending more time and
money on keeping ourselves fit, on relaxing – on eating
healthily.
"At the same time, we’re proud to be strengthening ties
with the community – we’re working with local organizations
to bring in students and other young people to give them
opportunities to work and become more involved with the
center. For example, through Presikhaaf University, we’ve
got youngsters helping with our online Connect initiative
forgrocers – and staffing The Point at the center.
"For us, this is all about putting together an eco-system of
shops, services and activities that supports our overall
LifeCentral strategy – and really benefits not only tenants
and visitors to the center, but the local community as well.”
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Introduction Wereldhave in 2021
Feature: Introducing healthcare
at Presikhaaf
Our business
At the end of 2021, we owned 22 centers with 593,600m
2
devoted to shopping, retail and other services; we also
have 62,400 m
2
in office space. Most of our retail locations
– 20 – are in the Netherlands or Belgium. Our aim is to
become the leader in Full Service Centers in these two
markets.
Most of Wereldhave’s centers occupy prime sites in large
regional cities, with close ties to local communities,
including Arnhem, Hoofddorp, Nieuwegein and Tilburg
in the Netherlands, Liège, Courtrai and Ghent in Belgium
and Bordeaux in France. Despite the pandemic, the centers
in our standing portfolio welcomed over 72 million visitors
in 2021.
When investing, we choose centers that are well-connected
– with good public transports links, for example, support
from local government and where we can offer free parking
for visitors. In our centers, food retail plays an important role
– our centers are usually anchored around supermarkets or
hypermarkets. Generally, food retail is more resilient than
other sectors, and has proved to be again during the
current Covid-19 crisis.
Alongside food retail, we also have tenants in other sectors,
including fashion & accessories, health & beauty, multimedia
and homeware. Fashion & accessories is a sector that we
have seen shrinking in recent years. Among our tenants are
some of Europe’s best-known retail brands, including C&A,
Carrefour, HEMA, H&M and Zara.
With our LifeCentral strategy, we will be devoting
proportionally less space to fashion and more to mixed-use,
including bars and restaurants, cinemas, co-working spaces
and fitness clubs.
43%
48%
9%
Breakdown of portfolio by location
Netherlands
Belgium
France
€ 1.9 billion
Total value of portfolio (end-2021):
(end-2021, % of annual rental income)
30
4
2
3
5
6
10
12
16
11
Tenant mix
Fashion & Accessoires
Multimedia & Electronics
Mixed-use
Food
Health & Beauty
Homeware & Household
Shoe & Leatherware
Sport
Special Goods & Others
Other market segments
Wereldhave owns and operates retail centers across the Netherlands, Belgium and France. We are currently transforming our
locations into what we call Full Service Centers; these centers combine shopping with leisure, entertainment, fitness, healthcare
and food & beverage (F&B).
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Introduction Wereldhave in 2021
Our business
Leading tenants
(by share of annual rentalincome)
1 Ahold Delhaize
2 C&A
3 A.S. Watson Group
4 HEMA
5 Jumbo
6 Carrefour
7 Mirage Retail Group
8 H&M Group
9 Bestseller
10 Ceconomy
We take a deliberately long-term approach to business –
our aim is to create value for local communities, for tenants,
visitors and business partners, to increase the value of our
investments, and provide attractive returns for shareholders.
We invest continuously to maintain and modernize our
centers, and ensure they are pleasant places in which to
spend time. Typically, our centers have between 20,000
and 50,000 m
2
in lettable space; our largest centers
currently are Cityplaza in Nieuwegein (50,209m
2
) and
Kronenburg in Arnhem (41,232m
2
). See page 89 for a full
listof our centers.
Purpose & local community
We want to "make every day count" – that’s our purpose
as a company. For us, that means meeting the daily needs
of the people who visit our centers. These daily needs may
be picking up groceries; it may be buying new clothes,
catching the latest movie or meeting up with friends and
family. Our centers go far beyond simply retail – they are
rooted in local communities, which is why we take care of
the environment and support social initiatives. We want to
have a positive effect on the way people, in their
communities, live, work and shop.
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Introduction Wereldhave in 2021
22
Shopping centers Shopping center surface owned
593,600m
2
Belgium
• Bruges
• Courtrai
• Genk
• Ghent
• Nivelles
• Liège
• Tournai
• Turnhout
• Waterloo
9
France
1
• Argenteuil (Paris)
• Bordeaux
2
Netherlands
• Arnhem (two centers)
• Capelle aan den IJssel
• Dordrecht
• Heerhugowaard
• Hoofddorp
• Leiderdorp
• Nieuwegein
• Purmerend
• Roosendaal
• Tilburg
11
1 Please note that, during 2021, the following locations in France were sold: Docks Vauban (Le Havre),
Docks 76 and Saint Sever (Rouen) and Rivetoile (Strasbourg). These locations are not shown on the
map above. For details, see page 22
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Introduction Wereldhave in 2021
How our business works
We own properties across the Netherlands, Belgium and France. We
rent out space in our centers to tenants; rent is paid either as a fixed
amount or, in some cases, it varies according to the tenant’s revenues.
We also offer additional services to tenants, including access to market
data. From our income, we pay costs – including maintenance and
upkeep, salaries and utility bills. We also reinvest in our business to
maintain our high standards, and add, remove, transform or upgrade
floor space, where needed. We report both profits from our operations
(our direct result) and an indirect result, mainly reflecting fluctuations in
the value of our properties. We distribute a large proportion of our annual
direct result in the form of dividends to shareholders.
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Introduction Wereldhave in 2021
How our business works
Our
business
model
1. Investment
5. Full
Service
Centers
3. Rent
2. Location
4. Returns
1. We invest in retail centers in
large regional cities, with a focus
on the Netherlands and Belgium.
We also own office space in
Belgium.
2. We use our knowledge and
expertise to ensure these centers
are in the right locations to attract
tenants, and have the right mix
ofshops and services to
attractvisitors.
3. We rent out space to tenants,
offeradd-on services and invest
continuously to maintain and
modernize our centers.
5. We transform our locations into
Full Service Centers, combining
shopping with F&B, leisure &
entertainment, fitness and
healthcare.
4. We expect our centers to
generate rates of return of at
least6% (unlevered) – we will
divest centers that fail to meet this
minimum. We work hard to provide
attractive dividends to
shareholders.
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Introduction Wereldhave in 2021
Our business model
Q2
Q1 Q3
2021 in Review
First quarter
•
Two centers are sold as part of our disposal program in
the Netherlands - at Rijswijk and Etten-Leur.
•
Wereldhave Belgium raises € 32m through the launch
ofits first-ever green bond in Belgium, showing that the
Company can leverage its strong ESG performance to
tap into new, more favorable sources of green financing.
•
Wereldhave steps up plans to refurbish its Sterrenburg
center in Dordrecht, and brings its last-mile delivery
service Connect into operation at Kronenburg in Arnhem.
•
Throughout the quarter, footfall and rent collection are
again affected by Covid-19 restrictions. Shopping center
occupancy rates across the Netherlands, Belgium and
France remain stable at 94%.
Third quarter
•
Wereldhave continues to expand its UpNext full service
pop-up concept. During the quarter, four new contracts
are signed – there are now ten UpNext contracts in place
across our centers.
•
Covid-19 restrictions continue to be lifted. In Belgium,
cafés and restaurants are again free to operate. Across
the group, occupancy rates exceed 95% thanks to the
signature of new leases. In France, from August, visitors
to shopping centers are required to show official health
passes.
•
HEMA becomes the latest addition to the every.deli fresh
food street at Wereldhave’s De Koperwiek center in
Capelle aan den IJssel. HEMA’s new "HEMA kitchen"
concept will open before the end of the year.
Second quarter
•
Wereldhave agrees the sale of four of its centers in
France to Lighthouse Capital for € 305m; the sale is
a major step in the Company’s LifeCentral strategy.
Meanwhile, our Benelux disposal program is completed
with the sale of our Koningshoek center in Maassluis.
•
Wereldhave extends its green revolving credit facility
with Dutch bank ABN AMRO; the new € 120m facility
will run for three years. During the first half of 2021,
the Company also expands its treasury notes program
and secures new green refinancing in Belgium.
•
During the quarter, lockdown restrictions are gradually
eased. Footfall in our centers improves as a result.
Valuations in the Netherlands show signs of stabilizing
for the first time in several years.
•
Fashion group The Sting Companies agrees three
new leases at our Tilburg center; the leases include
a permanent agreement for the former 13,000m
2
Hudson’s Bay location, occupied by De KOOPman, one
of The Sting Companies’ fastest-growing brand names.
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Business environment & strategy Performance & outlook Governance Additional information
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Introduction Wereldhave in 2021
2021 in Review
Q4
Fourth quarter
•
C&A agrees a ten-year extension to existing leases for six
locations at Wereldhave centers in the Netherlands.
•
During the quarter, Wereldhave continues to extend its food
&beverage offering. A package deal is signed with Albron to
open seven outlets at two centers in the Netherlands.
Meanwhile, leases are also agreed in Belgium with KFC, Pitaya
and Black & White Burger. At Mériadeck in Bordeaux,
Wereldhave will create a brand new lunch and dining area with
eight restaurants, including Chef Adji and Lobsta.
•
An agreement is signed with NIX & NIX, the Netherlands’ first
non-alcoholic liquor store, to open three new pop-up branches
at Heerhugowaard, Nieuwegein and Leiderdorp in time for the
end-of-year holidays.
•
Wereldhave launches pilots for same-day deliveries in
partnership with StoreShippers; the pilots will take place
at three centers: in Courtrai in Belgium and in Nieuwegein
and Heerhugowaard in the Netherlands.
•
Across Europe, restrictions are reimposed toward the end of
the quarter to combat the spread of new Omicron variant; a full
nationwide lockdown is ordered in the Netherlands a week
before Christmas.
Key performance indicators
Operations shopping centers
2020 2021
Like-for-like NRI growth (in %) -21.0 6.0
Occupancy (in %) 95.0 96.2
Visitors, like-for-like (in millions) 74.6 72.4
Leasing activities (# leases) 386 188
Proportion of mixed-use Benelux (in m
2
) 10.0% 10.8%
Customer satisfaction Benelux (NPS) 4 25
Results & finance
2020 2021
Net rental income (in €m) 133.0 124.7
Direct result (in €m) 92.9 88.5
Indirect result (in €m) -287.1 -301.8
Total result (in €m) -194.2 -213.3
Direct result per share (in €) 2.01 1.88
EPRA Net Tangible Assets (NTA) per share (in €) 27.74 21.54
Dividend paid per share (in €) 0.63 0.50
Investment property (in €m) 2,578 1,939
Shareholders’ equity (in €m) 1,124 867
Net debt (in €m) 1,186 788
Net Loan-To-Value (LTV) (in %) 46.7 41.0
Outlook 2022
Direct result per share between € 1.50 and € 1.60
Sustainability
2020 2021
Building energy intensity (kWh/m
2
/year, retail) 56.25 50.60
Solar energy produced onsite (MWh, like-for-like) 3,917 3,549
Green spaces (m
2
) 25,515 25,515
Employee engagement 7.6 (2018) 7.5
% Green lease 50% 58%
Society investments (x € 1m) 1.1 2.0
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Financial statements
Introduction Wereldhave in 2021
Business environment and strategy
Feature: Our partnership withNIX&NIX
Our business environment
Our LifeCentral strategy
Value creation
Our value creation model
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Introduction Business environment & strategy
Business environment and strategy
“ The UpNext concept really
worked for us – it can be a huge
advantage for entrepreneurs in
today’s market.”
Wim Boekema, founder and owner of NIX & NIX
Feature: Our partnership
withNIX&NIX
Wim Boekema, founder and owner of NIX & NIX
“NIX & NIX opened the Netherlands’ first-ever alcohol-free
liquor store in summer 2021, and we were looking to
expand and take advantage of the potential for strong sales
during the Christmas and Dry January period.
“The opportunity came through Wereldhave’s UpNext
pop-up store concept, which enabled us to open up new
branches quickly at the Heerhugowaard, Nieuwegein and
Leiderdorp centers.
“In recent years, we’ve seen the non-alcoholic beverages
sector really expand. More people are taking part in Dry
January. As NIX & NIX, we can tap into growing demand
among consumers for non-alcoholic spirits, wines and
beers. Beer and wine drinkers have had options for many
years, but non-alcoholic spirits have really only taken off
since 2015.
“Currently, we have a portfolio of more than 150 non-
alcoholic drinks from around the world. Our mission is to
show people that non-alcoholic drinks – as well as being
healthier – are also just as delicious.
“We’ve got customers of all types, and our concept really
fitswith the current trend toward more healthy lifestyles.
NIX & NIX is also a great match with the broad visitor target
group at Wereldhave’s centers.
“The UpNext concept really worked for us. Wereldhave can
help with everything from staff recruitment and payment
terminals to fully shop-fitted stores. That’s a huge
advantage for entrepreneurs in today’s market.”
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Wereldhave in 2021 Performance & outlook Governance Additional information
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Introduction Business environment & strategy
Feature: Our partnership withNIX&NIX
Our business environment
Pandemic continues to affect operations
at our centers
Throughout 2021, Covid-19 continued to affect our markets.
In the Netherlands, Belgium and France, governments
introduced measures to combat successive waves of the
virus. These measures clearly affected footfall in our centers
– though during the second and third quarters, when
infection rates were lower, visitor numbers returned near to
pre-pandemic levels.
Change in visitors versus the same period previous year
Belgium France Netherlands
(%)
June 2020*
FY 2020
H1 2021 Market 2021
FY 2021
-
-
-
-
-
-
-
* For 2020: June data for Belgium and France due to lockdowns; Q2 data for the
Netherlands, both Wereldhave data as well as benchmark data
During 2021, economies rebounded, but Covid-19 remained. At times throughout the year, restrictions were imposed
in the Netherlands, Belgium and France – our three markets. Government support – and our own Fair Support Policy –
helped cushion tenants against the effects of these restrictions. Online shopping continued its recent growth, particularly
in sectors such as clothes, shoes, toys and accessories. Meanwhile, consumers spent more time shopping, working and
socializing close to home.
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Wereldhave in 2021 Performance & outlook Governance Additional information
Financial statements
Introduction Business environment & strategy
Our business environment
Governments provide pandemic support
toretailers
Governments continued their financial support for
businesses during the pandemic. This support allowed
smaller tenants in particular to maintain regular rent
payments. For other tenants, we have agreed discounts and
deferrals where appropriate, as part of our Fair Support
Policy. Thanks to this approach, we were able to collect 97%
of rents, as scheduled, in 2021.
Rent collection in 2021
(% collected as due)
Q4
Q3
Q2
Q1
0 20 40 60 80 100
Figures shown are year-to-date, for rent falling due in each quarter, adjusted for agreed
deferrals and discounts.
Economies rebound, but significant risks
torecovery remain
European economies rebounded in 2021 thanks mainly to
vaccination programs in many countries. Low interest rates,
a recovery in international trade and an increase in consumer
spending also helped support the economic recovery.
Significant risks remain, however – from increased supply
chain pressures and rising energy prices. Economies also
remain vulnerable to a resurgence in Covid-19 infections.
GDP at market prices
Belgium France Netherlands
2019-2022, (% growth year-on-year)
2019
2020
2021
2022 (forecast)
-
-
-
-
-
-
-
-
Source: Organization for Economic Cooperation & Development (OECD) Economic Outlook,
December 2021.
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Introduction Business environment & strategy
Bankruptcies kept to a minimum
During the year, bankruptcies in our three markets – the
Netherlands, Belgium and France – remained well below
pre-pandemic levels thanks to continued financial support
from governments. Banks have also been able to extend
credits as the European Central Bank (ECB) continued to
issue new money in 2021 to support the broader euro-zone
economy.
Monthly bankruptcies in the Netherlands, 2018-2021
2018 20202019 2021
Source: Statistics Netherlands (CBS)
Retailers moving toward hybrid
model with growth in online sales
Online shopping continued to grow during 2021,
accelerated by the pandemic. Even so, most purchases still
take place in store, leading to the emergence among
retailers of a hybrid online /bricks-and-mortar approach
– and the popularity of services such as click-and-collect;
e-commerce already accounts for an estimated 20% of
sales in the Netherlands. With the rise on online shopping,
consumers are increasingly coming into stores for
experiences – for services or advice – as well as to buy
products.
e-commerce share of GDP in Europe
2017 2018 2019 2020 2021
2017-2021 (% growth, year-on-year)
0
1
2
3
4
5
Source: 2021 European E-commerce Report
People are shopping, working and
socializing more locally
Some sectors have performed better than others during
the pandemic – and that continued in 2021. Fashion, shoes,
toys and other accessories remain under pressure – despite
an initial rebound linked to the return to economic growth.
Other sectors such as food retail, DIY, sports, garden and
electronics have prospered.
We launched the LifeCentral strategy in early 2020. Based
on research, we know that consumers prefer if their daily
needs can be done close to their homes. Even before
Covid-19 this was the case, due to people’s daily lives
becoming overly busy. This leads them to search for
opportunities to spend their valuable time more efficiently,
spend less times on the to do’s and create more time for the
things they appreciate. Since our centers are strategically
situated in the heart of densely populated catchment areas,
we have the perfect spots to accommodate to this fast
growing customer need. Full Service Centers are the one
place helping people combine and enjoy their daily needs
conveniently close to home. We’re creating new alibi’s for
people to visit our centers. Making smart combinations so
they will stay longer, come back sooner, spend more money
and like us better. We’re building experiences around our
tenants so visitors will choose to spend time with us.
15 minutes
We’re seeing more focus on the idea of a 15-minute
city where most daily necessities can be accomplished
by walking or cycling from our homes.
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Introduction Business environment & strategy
Weconnect with our local communities. By celebrating local
heroes, working closely with the municipality and listening
to the wishes of our tenants and visitors. Adapting our
centers to the local needs, taking responsibility, and playing
an active role in our neighborhoods. Ultimately improving
the quality of life, everywhere we operate.
After a prolonged downturn, valuations are either
bottoming out or are already improving
We are seeing a stronger investment market. Externally-
assessed valuations in the Netherlands showed signs of
stabilizing during the year, despite an increase in the
country’s transfer tax. In Belgium, meanwhile, valuations
increased for the first time since 2019. During the year,
investor interest focused in particular on smaller
convenience centers, which have performed well
duringthepandemic.
Revaluations
(shopping centers, % vs. previous year)
2017 20192018 2020 2021
France
Netherlands
All shopping centersBelgium
-25
-20
-15
-10
-5
0
5
Note on materiality
We carry out regular assessments of our business
environment – to identify risk and opportunities, and
pinpoint material topics for reporting and disclosure.
Our materiality assessment, last updated in 2022,
identified financial performance, tenant mix and
health and well-being as the most important topics
for our business and stakeholders. See page 88 for
more information on our materiality assessment.
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Introduction Business environment & strategy
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Our LifeCentral strategy
We launched our LifeCentral strategy in early 2020. As part
of this strategy, we are transforming our locations from
shopping centers to Full Service Centers; these Full Service
Centers will become welcome and attractive places for
people not only to shop, but also relax, stay healthy, have
fun, work and socialize with friends and family.
Meanwhile, we have also worked to strengthen our balance
sheet, securing new sources of financing, selling non-core
centers in Benelux and phasing out most of our French
operations – this will allow us to concentrate more on Full
Service Center transformations in the years ahead.
Over the past year, Covid-19 has continued to confirm the
rationale behind our strategy, accelerating the rise of
e-commerce and emphasizing the growing importance of
local convenience.
Full Service Center transformations
Our Full Service Centers offer a new concept in commercial
real estate: a mix of traditional shopping, bars & restaurants,
healthcare, entertainment, offices, other services and sports
& fitness. Our centers will still be anchored around food
retail – grocery shopping remains a basic need for most
consumers. Under LifeCentral, however, we will devote
more space to what is known as mixed use. Currently,
mixed use – including food & beverage, entertainment and
healthcare – accounts for just over 10% of the floor space
inour centers; by 2025, we want to increase that to 20%.
Todo so, we are either reallocating existing retail space, or
adding new space – as we are planning to do, for example,
at Shopping Nivelles in Belgium. Alongside this, we are also
bringing new services into our centers, including same-day
delivery and new healthcare and fresh food “clusters”.
Weare also rolling out The Point, our service hub, to
centers in the Netherlands, following its successful launch
inBelgium – these new services are a crucial part of
LifeCentral, improving visitors’ experience of our centers,
and helping smaller retailers in particular take advantage
ofthe increase in online shopping.
% of mixed use Benelux
2019 2020 2021 2022
(target)
2025
(target)
(in m
2
) at Wereldhave centers
0
5
10
15
20
Over the past two years, we have increased the percentage of space devoted to mixed
use; we expect an acceleration as we bring new Full Service Centers into operation from
2022 onward.
Our aim is that Full Service Centers should meet consumers’
daily needs under one roof. These needs, we believe fall into
four principal categories; these categories are at the heart of
our strategy:
1. Fixing the basics – i.e. shopping for groceries and other
essentials
2. Self-expression, or “looking good and making the right
impression” (fashion, home decoration, beauty & cosmetics)
3. Enjoying life – spending time with friends and family (bars,
restaurants, cinemas and other leisure & entertainment)
4. Well-being – taking care of personal health and well-being
(healthcare, fitness, leisure and personal development).
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Introduction Business environment & strategy
Our LifeCentral strategy
Under our LifeCentral strategy, we are transforming our assets
into Full Service Centers. Two of our assets now qualify as
FSCs: Les Bastions in Tournai and Presikhaaf in Arnhem.
Multiple assets are in transformation. Our aim is to deliver the
next three FSCs before the end of 2022; a further two will
follow in 2023 (see table below). In all, we plan to have
converted 15 of our 17 shopping center locations by 2025.
Wehave blueprints for each center, setting out project plans,
financing and timetables in detail. These blueprints also
include measures needed to ensure each center is “Paris-
Proof” – in other words that, in carrying out the work, we
remain within the Paris Climate Agreement’s well below +2°C
target. Our blueprints are updated every year. Work takes
place in phases, so we can reassess progress and make
adjustments to financing plans or tenant mix, where necessary.
When transforming our centers, we apply a strict minimum rate
of return of 6% (unlevered). For centers that fail to meet this
hurdle, we will take action to improve returns where possible;
otherwise, we may earmark them for disposal.
Committed Full Service Center transformations
Location Lettable area 2021 2022 2023
City-Center, Tilburg
(Netherlands)
11,065 m
2
Sterrenburg, Dordrecht
(Netherlands)
12,896 m
2
Ring Shopping, Courtrai
(Belgium)
32,677 m
2
De Koperwiek, Capelle aan
den IJssel (Netherlands)
30,743 m
2
Vier Meren, Hoofddorp
(Netherlands)
30,550 m
2
Kronenburg, Arnhem
(Netherlands)
41,232 m
2
(phase 1 only)
Divestments and capital expenditure
When launching our strategy, we said we would need to
invest a total of € 300-350m in LifeCentral. We had to put
a brake on initial spending, largely because of uncertainty
surrounding the pandemic. However, divestments in France
and the Netherlands – plus new financing – will now allow
us to accelerate the transformations to Full Service Centers.
In 2022, we are planning to more than double capital
expenditure on our Full Service Center transformations.
During 2021, we completed our program of disposals in
Benelux with the sale in May of our Koningshoek center in
Maassluis. We also sold four of our six locations in France, part
of a planned phase-out of our French operations; by year-end
2021, we had raised a total of € 479m from divestments.
Benelux disposals (2020-2021)
Center Lettable area Transaction date
Koningshoek, Maassluis
(Netherlands) 20,317 m
2
May 2021
Shopping center, Etten-Leur
(Netherlands) 22,826 m
2
March 2021
In de Bogaard, Rijswijk
(Netherlands) 19,833 m
2
February 2021
Emiclaer, Amersfoort
(Netherlands)
19,700 m
2
December
2020
WoensXL, Eindhoven (Netherlands) 10,400 m
2
March 2020
Phase-out of French operations (2021)
Center Lettable area Transaction date
Docks Vauban, Le Havre 52,585 m
2
September
2021
Docks 76, Rouen 37,108 m
2
Saint Sever, Rouen 34,102 m
2
Rivetoile, Strasbourg 29,306 m
2
Les Passages de Mériadeck,
Bordeaux* 7,350 m
2
December
2020
*Please note that this is a separate retail area adjacent to our Mériadeck center
For further information on our divestments, see page 41.
Residential opportunity
Alongside our strategy, we see a clear opportunity to
develop our residential portfolio. In recent years, residential
property prices have increased substantially, particularly in
the Netherlands. More importantly, residential would make
an ideal fit with our Full Service Center concept. For
Wereldhave, residential represents a long-term project,
given the time required to secure permits and carry out any
necessary construction work. We have, however, identified
ten locations on which we could build apartments. Of these,
we have signed letters of intent on the following four:
•
Kronenburg, Arnhem (500-700 units in partnership with
property development and investment firm Amvest)
•
Winkelhof, Leiderdorp (approximately 100 units)
•
Nivelles (approximately 230 units)
•
Waterloo (approximately 80 units).
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Introduction Business environment & strategy
We create value in several ways – by investing in our centers,
providing the right mix of shops and services to visitors, or
by creating a supportive business environment for tenants.
This value is often financial in nature – we pay dividends to
shareholders and make regular payments to suppliers,
employees and other business partners. It may also be social
or environmental – our centers offer access to vital services,
to shops, healthcare and entertainment; our centers also act
as social hubs for local communities.
At the same time, we are aware that our activities may also
deplete value. Our centers consume energy and natural
resources, for example – especially when undergoing
construction work. Through our tenants, we are also part of
wider value chains, producing and selling clothes, cosmetics,
furniture and other consumer goods, which may also have
negative social and /or environmental effects. We work to
minimize these effects as far as possible – in particular by
cutting down on waste and reducing carbon emissions
across our value chain.
Our stakeholders
We have five main stakeholder groups: tenants & visitors,
employees & sub-contractors, investors, business partners and
“society”. Our aim is to create value for each of these groups,
though we realize of course that at times, in creating value for
one group, we may reduce value for another. Ultimately, our
social license to operate depends on our creating long-term
value across all stakeholder groups. Thetable opposite sets
out our main stakeholder groups, theirexpectations and the
nature of their relationship withWereldhave:
Value creation
Stakeholder group Expectations Relationship
Tenants & visitors to our
centers
• Attractive location
• High standard of services and facilities within centers
• Easy access via public transport /free parking
• Clean, pleasant and comfortable environment
• Right mix of food & beverage (F&B), traditional retail,
leisure, healthcare, entertainment etc.
We offer a one-stop location for groceries, retail, leisure,
healthcare etc., attracting footfall to our centers.
Investors, including
shareholders and creditors
• Attractive returns on investment
• Clear communications to financial markets
• Effective strategy, governance and decision-making
Investors provide us with financial capital. In return, they
receive returns through interest payments, dividends
and share price performance.
Employees • Safe, healthy and inclusive working environment
• Fair remuneration and working conditions, with good
work-life balance
• Opportunities for training and career development
Employees contribute time, skills and expertise. In return,
we provide salaries, benefits, job satisfaction and career
development.
Business partners,
suppliers
• Prompt payment for goods and services provided
• Constructive, long-term partnership
• Opportunities for business development
From suppliers, we buy goods and services. We also
work with other partners to develop our business and
theirs.
Society, including local
communities, governments
and public service
providers
• Centers acting as social hubs for local communities
• Compliance with laws, regulations and social and
environmental standards
• Job creation and support for local businesses,
especially smaller retailers
• Payment of local and transfer taxes
Society provides our license to operate; it also gives us
access to labor and business markets. In return, we
support local communities, and protect the environment
by reducing waste and emissions.
On the following page, we have set out our value creation model. This model comprises three main sections: the resources
we need to operate our business (on the left); our business model (in the center) and outcomes – i.e., creation or loss of value
for stakeholders resulting from our business activities.
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Financial statements
Introduction Business environment & strategy
Value creation
Our
business
model
Investment
Full Service
Centers
Rent
Location
Returns
Our value creation model
Tenants and visitors
During 2021, customer experience improved substantially.
Newservices were introduced or extended. Covid-19, however,
continued to cause significant disruption for both tenants
andvisitors.
Investors
Our share price made modest gains in 2021. We also resumed
full-year dividend payments to shareholders and made
significant progress with our LifeCentral strategy. Company
earnings were still affected by Covid-19, though valuations
showed signs of stabilizing in both Belgium and the Netherlands.
Business partners, suppliers and employees
Payments to suppliers and sub-contractors declined during 2021,
as did salaries and benefits – a reflection of continued cost-
cutting measures. At our centers, transformation projects were
delayed by Covid-19, but we expect work to accelerate again
going into 2022.
Society
During 2021, we further reduced emissions and waste as part of
our A Better Tomorrow program. We continued to include
Paris-Proofing in blueprints for our Full Service Centers, and
support social initiatives – though some projects and events
were canceled due to Covid-19.
Resources Value created
Financial resources
Including equity and debt financing, rents and other forms of income.
Our locations
Including retail and Full Service Centers, and office space in the
Netherlands, Belgium and France.
Internal processes & systems
Including IT and data management systems, procurement, leasing
and facilities management.
Human capital
Including time, skills and personal engagement of employees,
temporary staff and outside suppliers and sub-contractors.
Business relationships
Including relationships with tenants, visitors, business partners,
governments and local communities.
Natural resources
Including energy, water, and building materials needed to heat, cool
and maintain our centers.
Gross rental income: € 162m
Net debt: € 788m
Shareholders’ equity: € 867m
Total lettable area: 655,956 m
2
Value of portfolio: € 1,939m
Total capex: € 44m
New leases processed: 188
Number of centers using flow
by Wereldhave: 17
General expenses: € 19m
1
Training & development spend:
€ 116,000
Total number of employees
(FTEs): 123
Total number of leases: 1,611
Total number of visitors: 72m
Number of suppliers and
contractors: 1,586
Energy consumption:
57,812 kWh
Total water use: 208,493 m
3
Customer experience (NPS):
+25 (vs. +4)
2
Lettable area devoted to mixed use:
10.8% (vs. 10.0%)
Shopping centers meeting our Full
Service Center criteria: 2 (vs. none)
Total dividend payments: € 28m
(vs.€ 34m)
Direct result: € 88m (vs. € 93m)
Indirect result: -€ 302m (vs. -€ 287m)
Payments made to suppliers and other
sub-contractors: € 113m (vs. € 141m)
Salaries, pension costs & other benefits
paid to employees: € 23m
3
(vs. € 20m)
Carbon emissions (scopes 1 and 2)
like-for-like: 2,427 metric tons
(vs. 2,454 metric tons)
Waste going to landfill: 482 metric tons
(vs. 543 metric tons)
Contributions to social initiatives:
€ 2m (vs. € 1m)
Additional costs included in for closure of the French management oce and severance payments for employees in France.
NPS — Net Promoter Score. For centers in the Netherlands and Belgium only. See page for further details
Note: All figures relate to . Where relevant, comparable figures for are provided in parentheses (to show value created or lost during the year). Our model is based on the Integrated Reporting <IR> Framework, published by the Value Reporting Foundation (VRF). For more information,
see www.valuereportingfoundation.org. Resources listed on the left are based on the Framework’s six capitals (financial, manufactured, intellectual, human, social & relationship and natural). The right side of the diagram shows value created by stakeholder group. Please note that, for reporting
purposes, we have grouped together two stakeholder groups (employees /business partners, suppliers and sub-contractors); the same approach is used in the Performance section of this report (from page )
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Wereldhave in 2021 Performance & outlook Governance Additional information
Financial statements
Introduction Business environment & strategy
Our value creation model
Feature: Paris-Proofing our Belle-Îlecenter
Financial performance & investors
Direct & Indirect results
Five-year performance tables
Share performance
Key developments in our markets
- Netherlands
- Belgium
- France
Performance: Business partners,
suppliers and employees
Performance: Our tenants and visitors
Performance: Society & community
Outlook
Performance and outlook
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Introduction Performance & outlook
Performance and outlook
Feature: Paris-Proofing
ourBelle-Îlecenter
Frank Adriaensen, Development Director,
Wereldhave Belgium
“We have a target to cut carbon emissions by 30% by 2030
– and to become carbon neutral by 2045. So, as we convert
Belle-Île into a Full Service Center, we are making the
investments needed to meet those targets. That’s what we
mean when we say we’re making our centers Paris-Proof.
“In 2021, we finalized a number of initiatives at Belle-Île that
support these objectives. They may sound small, but they’ll
make a significant difference. We’ve built these changes
into our blueprint for the center.
“To improve energy efficiency, for example, we’ve insulated
large areas of the roof and sections of the floor around the
garage entrances. Studies have shown that we lose around
a quarter of our heated air through uninsulated floors.
We’ve also installed additional solar panels on the roof –
these now account for 27% of the electricity we use – for
heating, cooling, lighting, elevators, and escalators. At
entrances to the car park we replaced two of the sliding
doors with revolving doors, which help prevent heat loss
and maintain a more stable ambient temperature.
“We also introduced a pilot project at the center to
construct a light steel structure over the glass roof, where
we will grow hops from March to October. The plants will
act as a partial sun barrier, helping to keep the center cooler
in the summer and giving it a more natural, organic feel.
We’re also now searching for a brewery that can harvest
and use the hops in a locally-brewed beer, so it’s a win-win.
“After the flooding in July, when the Meuse overflowed into
parts of the city center, we began looking for ways to deal
with rainwater collecting and running off the center roof. So
we’re planting an area with trees near the center. Surplus
rainwater will first collect in a special tank we’re installing,
before flowing into this new area and draining into the
ground. It’s ecologically sound – and we’ve had support for
it from the local authorities.”
“ As we convert Belle-Île, we’re
making the investments needed
to meet our climate targets.”
Frank Adriaensen, Development Director,
Wereldhave Belgium.
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Introduction Performance & outlook
Feature: Paris-Proofing our Bel-
le-Îlecenter
Our financial performance
Total result
Wereldhave’s total result for 2021 was -€ 213.3m (2020:
-€194.2m). The 6.5% decline compared with the previous
year was mainly a result of our disposals. Results, however,
came in above our expectations, due to better than forecast
turnover-based rents, specialty leasing income in Belgium,
cash collection from aged debtors in France and leasing
results in the Netherlands. In addition, arrangements were
made to provide tenants with financial support during
recent lockdowns, ranging from flexible payment schemes
to waiving part of the rent.
Direct result
(in €m) 2020 2021
Net rental income 133.0 124.7
General costs -11.4 -11.3
Net interest -28.9 -24.8
Taxes on result 0.1 -0.1
Total direct result 92.9 88.5
Our direct result for 2021 totaled € 88.5m. Gross rental
income amounted to € 161.8m, down from € 189.4m the
previous year, because of disposals made during the year.
Property expenses decreased from € 47.2m to € 31.3m.
Expenses were still affected by provisions made for Covid-19
agreements with tenants, but these provisions were
substantially lower than in 2020. Our results included a
€10.6m expense for doubtful debts to account for lower
payments among tenants, ongoing rent negotiations, as well
as the increased bankruptcy risk among tenants as a result of
the ongoing Covid-19 pandemic. Net rental income for 2021,
meanwhile, decreased to € 124.7m, compared with €133.0m
in 2020, as a result of disposals.
At February 4, 2022, our adjusted rent collection rate (for rents
due in 2021) stood at 97%. Out of the total due for the year, we
granted discounts of € 7.0m. On the remaining €3.6m,
negotiations are proceeding. During the year, we continued
our cost-conscious approach, which in 2021 again led to lower
direct general expenses. We expect to realize further cost
savings in 2022, mainly from organizational changes following
the disposal of our centers in France and the intended move
of our headquarters.
Net interest expense declined to € 24.7m as a result of a lower
net debt and a slight increase in our average interest rate to
2.3% by end-2021, as we used proceeds from our French
disposals to repay loans carrying below-averagerates.
Indirect result
(in €m) 2020 2021
Valuation result -293.1 -65.9
Result on disposal 0.2 -228.4
General costs -2.8 -7.6
Other income and expense 7.2 -1.4
Taxes 1.3 1.5
Total indirect result -287.1 -301.8
Our indirect result to shareholders for 2021 amounted to
-€301.8m, mainly due to a loss on disposals of -€ 228.4m,
and a downward revaluation of € 65.9m in our property
portfolio (equivalent to 3.3% of the portfolio’s total value
on a like-for-like basis), mainly in the first half of the year.
The downward valuation adjustment in H2 was just -0.4%.
In 2021, the value of our Dutch properties decreased by
€37m (-4.2%). Of this amount, € 15.7m was due to a 2%
increase in transfer tax in the Netherlands, effective
January 1, 2021. Excluding this, the value of our Dutch
portfolio declined by just -2.2%, compared with -10.5%
in 2020. During the year, investors showed increased
appreciation for smaller convenience centers and stronger
mixed-use locations; this helped further support the
valuation of our Dutch portfolio. By the end of 2021, our
Dutch portfolio’s average EPRA Net Initial Yield (NIY) stood
at 6.5%, a 50bps compression mainly due to disposals
made during the year and yield compression for our first
Full Service Centers. On a like-for-like basis, the valuation
yield on our portfolio was down by 20bps. In 2021, real
estate investors in both Belgium and France adopted a
wait-and-see approach, resulting in limited market
transactions during the year. Our average EPRA NIY in
France declined 30bps to 4.6%; for our Belgian shopping
centers, it increased slightly to 5.7%. In France, values
decreased by € 24.7m (-12.7% like-for-like) following a
downward adjustment in expected market rents. In Belgium,
the value of our portfolio was relatively stable, down just
€ 4.2m (or0.5%) for the whole year, but up 0.3% in H2.
Financial performance & investors
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Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
Financial performance & investors
Capital & financing
Wereldhave’s disciplined capital allocation framework is
focused toward a strong balance sheet, delivering
outperforming long-term value growth for shareholders
through its investments, and returning appropriate
dividends to shareholders.
To ensure acceptable leverage and long-term growth,
management has decided to allocate the Company’s
recurring income partly to finance investments needed
under its LifeCentral strategy, alongside required dividend
distributions.
In 2021, Wereldhave’s LTV ratio improved to slightly above
our revised 35-40% target range.
Current debt position
Interest-bearing debt totaled € 814.9m at December 31,
2021, which together with a cash balance of € 26.8m
resulted in a net debt for the year of € 788.1m. Undrawn
borrowing capacity amounted to € 525m. Our net loan-to-
value (LTV) ratio stood at 41.0% (year-end 2020: 46.7%).
Assuming our Green Revolving Credit Facility is fully drawn,
Wereldhave’s gross LTV stood at 45.7% at year-end 2021,
well below our bank covenant limit of 60%.
Debt position as at 31 December
(in €m unless otherwise stated) 2020 2021
Interest-bearing debt 1,252.8 814.9
Cash position 67.0 26.8
Net debt 1,185.8 788.1
Undrawn borrowing capacity 306.0 525.0
Net loan-to-value in % 46.7% 41.0%
At year-end 2021, our average cost of debt and Interest
Coverage Ratio (ICR) were 2.3% and 5.8x respectively (our
bank covenant requires an ICR of at least 2.0x). The
weighted average term to maturity of the Company’s
interest-bearing debt was 3.8 years.
On 30 September 2021, the Company received payment for
the sale of four French shopping centers. Proceeds were
used to reduce debt, freeing up the Group’s revolving credit
facilities. As a result of the transaction, our LTV ratio
improved to the figure mentioned above. A reduction in our
net debt position resulted in lower interest costs. However,
the Company’s average cost of debt increased - this was
because proceeds from our French sales were used initially
to repay debt under credit facilities with lower-than average
interest rates, though these repayments were without
penalties. It should be noted that maturities falling due in
2022 carry interest rates above our current average cost of
debt and refinancing rates.
Financing & credit facilities
During 2021, Wereldhave obtained € 202m in additional
funding by agreeing new credits and extending existing
facilities. Following a € 32m private placement in the first
quarter, a new € 120m green financing facility was arranged
in the Netherlands with ABN AMRO.
In Belgium, a € 50m facility was refinanced through a new,
four-year green credit facility. Additionally, our Treasury
notes program was expanded from € 100m to € 150m.
Note on credit rating
In February 2021, Wereldhave ended its engagement with
Moody’s regarding the Company’s credit rating, as the
issuance of public debt is not part of our funding strategy in
the near term.
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Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
Equity & net asset value
At December 31, 2021, our total equity – including non-
controlling interests – amounted to € 1,095.5m (December
31, 2020: € 1,334.7m). The number of shares in issue
remained unchanged at 40,270,921 ordinary shares. A total
of 146,594 treasury shares are held by the Company.
Dividend payment to investors
Wereldhave intends to propose to the Company’s Annual
General Meeting of Shareholders (AGM) a dividend for 2021
of € 1.10 per share (equivalent to a payout of € 44.3m and
a pay-out ratio of 59%). With regard to the 2022 dividend,
our aim will be to return to a pay-out ratio of 75-85% of our
direct result, as set out in our dividend policy, albeit at the
lower end of that range.
Payment of annual dividends
2017 2018 2019 2020 2021
(€ /share)
3.08
2.52
1.89
0.50
1.10
Charts shows dividends for each financial year. Please note that, in 2020, because of the
Covid-19 pandemic, Wereldhave decided to cancel its final dividend for 2019 (payable in
2020) and suspend interim payments for 2020. Dividend payments were resumed in
May2021.
Share price performance
During 2021, our share price gained nearly 19%; most of
the increase came at the end of the first quarter due to an
easing in Covid-19 restrictions in our main markets. Total
shareholder return for the year – including the € 0.50 per
share dividend – came to 23.1%.
By comparison, our benchmark – the FTSE EPRA Nareit
Developed Europe Index – rose 18.2% during 2021.
Communications with investors
We value the trust investors put in us – we have an open
and transparent process of capital allocation. During the
year, we continued with online meetings with investors
because of the Covid-19 pandemic. We held 50 one-to-one
meetings and another 63 group meetings. We also spoke at
industry conferences and held separate meetings with
equity and US Private Placement investors to present our
financial results and progress with our strategy. To comply
with social distancing, we once again limited in-person
attendance at our 2021 AGM – shareholders were able to
join the meeting online, however. To increase dialogue with
retail shareholders, we took part in podcasts and launched
an “in conversation with…” campaign in the Netherlands,
hosting an interactive webinar attended by over 400 private
investors.
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Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
Direct & Indirect result
2021 2020
(in € 1,000) direct result indirect result direct result indirect result
Gross rental income 161,840 - 189,372 -
Service costs charged 28,931 - 31,030 -
Total revenues 190,771 - 220,402 -
Service costs paid -34,772 - -40,130 -
Property expenses -31,329 - -47,243 -
Total expenses -66,101 - -87,373 -
Net rental income 124,669 - 133,029 -
Valuation results - -65,880 - -293,064
Results on disposals - -228,439 - 202
General costs -11,298 -7,590 -11,378 -2,810
Other income and expense 6 -214 - -178
Operational result 113,377 -302,123 121,651 -295,850
Interest charges -24,763 - -28,900 -
Interest income 13 - 16 -
Net interest -24,749 - -28,884 -
Other financial income and expense - -1,133 - 7,384
Result before tax 88,628 -303,256 92,767 -288,466
Income tax -147 1,483 133 1,346
Result 88,481 -301,772 92,899 -287,120
Profit attributable to:
Shareholders 75,332 -301,582 80,643 -267,575
Non-controlling interest 13,149 -190 12,256 -19,545
Result 88,481 -301,772 92,899 -287,120
Earnings per share (€) 1.88 - 7.52 2.01 - 6.66
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Financial statements
Introduction Performance & outlook
Direct & Indirect results
Five-year performance tables
Result (in €m)
2017 2018 2019 2020 2021
Net rental income¹ 167.3 166.4 171.5 133.0 124.7
Result 84.3 -55.6 -318.9 -194.2 -213.3
Direct result 150.1 146.7 128.6 92.9 88.5
Indirect result -65.8 -202.3 -447.5 -287.1 -301.8
1 From continuing operations
Net rental income geographical distribution (in %)
2017 2018 2019 2020 2021
Belgium 24% 25% 31% 33% 38%
Finland 14% 14% - - -
France
21% 20% 22% 17% 18%
Netherlands 41% 41% 47% 50% 44%
Total 100% 100% 100% 100% 100%
Balance sheet (in €m)
2017 2018 2019 2020 2021
Investment property in operation¹ 3,651.3 3,220.2 2,839.3 2,518.9 1,912.7
Investment property under
construction
122.4 60.0 67.4 58.7 26.6
Shareholders’ equity 1,928.6 1,744.5 1,319.6 1,124.3 866.8
Interest-bearing debt 1,557.7 1,358.3 1,335.7 1,252.8 814.9
1 Including lease incentives
Investment portfolio sector distribution (in %)
2017 2018 2019 2020 2021
Retail 97% 97% 97% 96% 95%
Offices 3% 3% 3% 4% 5%
Total 100% 100% 100% 100% 100%
Investment portfolio geographical distribution (in %)
2017 2018 2019 2020 2021
Belgium 23% 29% 33% 36% 48%
Finland 15% - - - -
France 23% 27% 28% 27% 9%
Netherlands 39% 44% 39% 37% 43%
Total 100% 100% 100% 100% 100%
Acquisition of investment properties (in €m)
2017 2018 2019 2020 2021
Belgium¹ - 73 3 - -2
Finland - - - - -
France - - - - 1
Netherlands - - 15 0 0
Total 0 73 18 0 -1
¹ 2021 includes settlement which has been adjusted on acquisition price
Disposal of investment properties (in €m)
2017 2018 2019 2020 2021
Belgium - 19 - 8 -
Finland - 583 - - -
France - - - 11 507
Netherlands 81 34 13 85 105
Total 81 635 13 104 612
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Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
Five-year performance tables
Share performance
Wereldhave 2021 share price & trading volume
(in €) (in € million)
1.2
0.6
0
Jan Dec
Share price
Trading volume
10
15
20
Three-year share price development
vs EPRA index
(in €)
January ’19 December ’21
Wereldhave
EPRA index
5
10
15
20
25
30
IFRS Net asset value versus share price
(at December 31 in €)
60
48
36
24
12
0
20212017 2018 2019 2020
Net asset value
Share price
Share data (in €)
2017 2018 2019 2020 2021
IFRS NAV 47.92 43.35 32.78 27.97 21.60
Direct result 3.43 3.33 2.81 2.01 1.88
Indirect result -1.75 -5.02 -10.98 -6.66 -7.52
Dividend¹ 3.08 2.52 1.89 0.50 1.10
Pay-out 90% 76% 90% 25% 59%
Result per share 1.68 -1.69 -8.17 -4.65 -5.64
1 For 2021 the proposed dividend is shown
Number of outstanding shares
2017 2018 2019 2020 2021
At 31 December 40,270,921 40,270,921 40,270,921 40,270,921 40,270,921
Average during the year¹ 40,248,165 40,243,857 40,251,654 40,212,448 40,146,461
1 Excluding remuneration shares, number used to calculate EPS
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Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
Share performance
Key developments in our markets
Covid-19 restrictions
For a second year, governments imposed measures to protect
public health;inevitably,these measures had an adverse effect
on Wereldhave’s operations. Across our three main markets,
restrictions were eased from the second quarter. During that
period, footfall in our centers returned almost to pre-pandemic
levels. Measures were re-imposed toward the end of the year,
however, including a full lockdown in the Netherlands over the
Christmas and New Year holidays. Restrictions included mask-
wearing in stores, social distancing, limits on customer
numbers and–at times–the forced closure of non-essential
stores. InAugust,a health pass was introduced for visitors to
our centers in France. Among the hardest hit sectors was food
& beverage (F&B), with bars, cafés and restaurantsoften
subject to additional measures.Wereldhave’s decision to
anchor centers around food retail and convenience helped
mitigate the worsteffectsofthepandemic. In many cases,
centers also performed better than local high streets as
shoppers attempted to avoid crowds.
Health measures at our centers
Throughout 2021, Wereldhave continued with health measures
to protect customers, tenants and other visitors to our centers.
Among measures taken were additional cleaning, security and
ventilation, hand disinfection stations, encourage more visitors
during non-peak hours and shopping by appointment services.
Wealso installed vending machines for face masks at our
centers in Belgium and the Netherlands.
Impact on retailers
Retailers followed a similar pattern to 2020. Essential sectors
like food retail and pharmacies performed well, as did DIY,
sports goods,home decoration, multimedia and electronics.
Non-essential sectors did less well, including fashion,shoes
and other accessories. Retail bankruptcies remained low,
however–due to continued government financial support in
the Netherlands and France. During the year, we continued
with our Fair Support Policy, agreeingrent discounts and
deferrals forsmaller retailers inparticular.
Occupancy and leasing activity
During 2021, the occupancy rate in our shopping center
portfolio remained high, increasing by 120bps to 96.2%; at
the|same time, occupancy at our Belgian offices declined
150bps to 76.0%, however. In 2021, a total of 188 leases were
signed for our shopping centers, at an average of 1.1% above
market rents, and 4.5% below previous rent levels, largely
because of a continued decline in market rents for larger
fashion locations. There was strong demand, particularly from
F&B operators toward the end of the year. During the year, we
agreed new package deals in the Netherlands with several
leading retailers, including C&A, H&M, The Sting Companies
and MediaMarkt. Assuch, leases with the majority of our top
10 tenants in TheNetherlands and in Belgium have now been
renewed, extended and marked to market.
Occupancy rates
Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021
Belgium 94.4% 95.1% 96.2% 96.0% 97.2%
France 92.8% 92.3% 93.5% 94.8% 94.7%
Netherlands 96.6% 94.9% 94.9% 94.9% 95.7%
Shopping centers 95.0% 94.3% 94.9% 95.3% 96.2%
Offices (Belgium) 77.5% 70.8% 74.7% 75.5% 76.0%
Total portfolio 94.1% 93.1% 93.8% 94.0% 94.9%
In 2021, our operations were again affected by Covid-19. Despite the pandemic, some sectors continued to do well, including food
retail, DIY and multimedia. During the year, we saw increased demand from F&B operators, and signed several new package deals
in the Netherlands and Belgium. Furthermore, in line with the strategy, we now have almost completed our disposal program.
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Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
Key developments in our markets
Operations shopping centers
Country # of contracts Leasing volume ERV uplift MGR uplift Occupancy rate
like-for-like NRI
growth
Shopping centers
Belgium 84 15.4% 6.2% -3.4% 97.2% 15.2%
France 16 12.3% -13.2% 2.3% 94.7% 34.3%
Netherlands 88 11.0% -0.6% -6.4% 95.7% -3.5%
Total Shopping Centers 188 12.8% 1.1% -4.4% 96.2% 6.0%
Rent collection & footfall
In 2021, our adjusted rent collection rate at 97.4% returned
almost to pre-pandemic levels, particularly in Belgium at
97.4% and the Netherlands at 98.3%. We have been actively
pursuing unpaid rents for 2020 (for which the
adjusted rent collection rate now stands at 99%). In France,
for the four centers sold, outstanding rents were paid in full
by the new owner from the third quarter. Rent collection in
France for the remaining portfolio came to 91.3%.
Footfall (like-for-like)
Shopping centers Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021
Belgium -38.5% -14.7% 63.6% 5.0% 43.5%
France -39.3% -43.4% 31.5% -17.7% 1.2%
Netherlands -22.5% -39.6% 10.4% -0.5% 4.9%
Overall -30.4% -36.9% 22.3% -1.9% 11.3%
Progress with LifeCentral strategy
During 2021, we made significant progress with our
disposal program – a key part of our LifeCentral strategy.
We completed planned sales in Benelux, with divestment
of our Etten-Leur, In de Boogaard and Koningshoek centers.
In France, we sold four of our six centers in Le Havre, Rouen
and Strasbourg (see page 41). These disposals
strengthened our balance sheet, bringing our LTV ratio
down to 41.0% by year-end (close to our current target of
35-40%); they also allowed us to step up investment in our
Full Service Centers, with the next three centers – at
Tilburg, Dordrecht and Courtrai – due to come into
operation by the end of 2022.
Full Service Center performance
As part of our LifeCentral strategy, we are transforming our
assets into Full Service Centers. As two of our assets now
qualify as FSCs and multiple assets are in transformation,
we start tracking the performance of our assets based on
their transformation status: Full Service Center, Development,
Shopping Center. Initial results show decent performance
from our two Full Services Centers, especially on the
leasing side, with new leases signed above old rent and
ERV. The total property return from these two assets was
above our target of 6%. The NPS of the two FSCs is now in
line with other assets, but as this is the average of the past
four quarters and as multiple concepts have just been
launched, we expect the NPS to further increase over the
coming year.
KPI
Full Service
Centers
Centers under
Development
Shopping
Centers
# Assets 2 6 9
Mixed use percentage 18% 10% 10%
MGR uplift 7.3% -4.6% -6.4%
MGR vs. ERV 10.5% -1.6% 4.8%
NPS +21 +24 +20
Direct result 4.8% 5.2% 5.7%
Valuation result 1.2% -3.1% -2.9%
Total Property Return¹ 6.1% 2.0% 2.8%
¹ According to MSCI definition
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Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
Heerhugowaard
Purmerend
Hoofddorp
Leiderdorp
Capelle a/d IJssel
Dordrecht
Roosendaal
Tilburg
Nieuwegein
Arnhem
Key developments
The Netherlands
Top 10 tenants
1
Ahold Delhaize
2
Jumbo
3
Mirage Retail Group
4
A.S. Watson Group
5
C&A
6
Hema
7
Ceconomy
8
Deichmann
9
The Sting
10
H&M Group
Economic background and outlook
The Dutch economy rebounded in 2021 thanks to a
successful vaccination program and continued government
support for business. GDP growth reached an estimated
4.3%, driven by a turnaround in private consumption after a
slump in 2020. Growth is likely to continue in 2022, though
at a slower rate. Unemployment is expected to stay at 3.5%
or below through to 2023, with bankruptcies running at
record lows over the past year. As elsewhere in Europe,
there are clear inflationary pressures – a consequence
mainly of higher energy prices. Covid-19 support measures
for business were initially phased out in October, though
some were reintroduced in mid-November with the
resurgence of the pandemic.
Key economic parameters
2020 2021E¹ 2022E¹ 2023E¹
GDP growth, year-on-year
(yoy)
-3.8%
4.3%
3.2% 1.8%
Harmonized index of
consumer prices, yoy
1.1% 2.4% 3.1% 1.7%
Unemployment 3.8% 3.4% 3.5% 3.4%
Private consumption, yoy -6.6% 2.8% 4.9% 2.8%
1 E = estimated
Excluding assets sold in 2021
Market developments
The Dutch market was again affected by Covid-19; restric-
tions were gradually eased during the first quarter, with
non-essential stores allowed to reopen on April 28. Footfall
followed the pattern of restrictions, recovering almost to
pre-pandemic levels in the second and third quarters; the
Dutch government again ordered a full lockdown shortly
before Christmas. The Covid-19 pandemic proved to be less
impactful than initially feared. The Dutch government
328,829
Lettable space (m
2
)
46.5m
Footfall (total visitors)
11
Number of centers
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Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
- Netherlands
provided sufficient financial support to keep retailer
bankruptcies at an all-time low. During the year, demand for
retail space remained firm, particularly at convenience-
oriented retail locations; occupancy rates also remained
high. We believe that rent levels have now started to bottom
out. Demand from the F&B, fitness and healthcare
segments remained strong.
During the year, the investment market for retail property
remained active despite an increase in the transfer tax.
Centers anchored around groceries and convenience
stores continued to attract significant investor interest;
investment opportunities in this sector are, however,
becoming increasingly scarce. Consequently, interest from
institutional investors has shifted toward well-established
core centers.
Key data shopping center operations
2020
2021
Net rental income (in €m) 66.8 55.2
Occupancy 96.6% 95.7%
Investment properties in operation (in €m)¹ 919.7 830.2
Investment properties under construction (in €m) 46.0 13.1
Acquisitions (in €m) 0.4 -
Disposals (in €m) 85.0 105.3
EPRA NIY 7.0% 6.5%
1 Including lease incentives
Portfolio developments
During the year, we completed our disposal program in the
Netherlands, with the sale of our Etten-Leur, In de Boogaard
and Koningshoek centers. We made further progress with
Full Service transformations at our De Koperwiek (Capelle
aan den IJssel), Sterrenburg (Dordrecht), and Tilburg
centers. Work at Presikhaaf in Arnhem, meanwhile, was
finalized. In addition, we have started work on two other
center transformations: at Vier Meren in Hoofddorp and
Kronenburg in Arnhem.
We are studying possible transformation projects at four
other centers in the Netherlands: Winkelhof (Leiderdorp),
Cityplaza (Nieuwegein), Middenwaard (Heerhugowaard)
and Eggert (Purmerend).
Operational performance
At end-2021, our EPRA occupancy rate stood at 95.7%,
slightly down from end-2020; even so, occupancy rates
have been improving since the first quarter. The decrease
in 2021 stemmed from the delayed effect of the bankruptcy
of multi-brand fashion retailer Miss Etam. Like-for-like Net
Rental Income (NRI), meanwhile, declined 3.5%, due mainly
to an increase in doubtful debt provisions resulting from
the Covid-19 crisis. In the Netherlands, Covid-19 lockdowns
were more severe and lasted longer than in 2020. Leasing
activity remained robust, with 88 leases signed in 2021,
at an average 0.6% below market rents and 6.4% below
previous rent levels. During the year, we agreed a lease for
three locations with The Sting Companies in Tilburg for
more than 17,000 m² and signed contracts for seven C&A
locations. Regarding F&B, we signed a letter of intent for
a package deal with national F&B operator Albron. As part
of this deal, Albron will open new outlets at our centers
across the Netherlands; in Tilburg, we will be welcoming
brands, including Anne&Max, Frites Affairs, Strada and
CoffeeCompany. Additionally, we signed contracts this year
with Starbucks and Robuust at Cityplaza, Burger Me at
Sterrenburg and I Love Sushi at Middenwaard. As well as
new leases, we extended new services for tenants and
visitors at our Dutch centers; we continued to roll out
UpNext, with the opening of three new NIX & NIX pop-up
stores.
We also completed our new healthcare cluster at Presikhaaf
– and launched same-day delivery services at our Cityplaza
and Middenwaard centers.
Customer satisfaction at our Dutch centers increased to
+17,versus -8 in 2020, reflecting appreciation of new and
upgraded services and amenities at our centers, in
combination with the disposal of underperforming assets.
Visitor numbers declined 6.7% year-on-year compared with
an overall decline in the market of 12.6%. Numbers were
still 18% down on 2019 following lockdowns. When centers
were fully open, visitor numbers were roughly 8% below
pre-pandemic levels, mainly due to continued Covid-19
restrictions.
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Financial statements
Introduction Performance & outlook
Results & valuation
Net rental income in the Netherlands was impacted by the
disposals and by the pandemic and amounted to € 55.2m
(2020: € 66.8m). The rent collection rate for 2021, adjusted
for tenant arrangements in the scope of our Fair Support
Policy, amounted to 98% as of February 4, 2022.
Revaluations amounted to € -37m, excluding investments
held for sale, mainly as a result of yield shifts reflecting
market evidenced transactions and, to a lesser extent, due
to changes in projected market rent levels. At the end of
2021, the average EPRA Net Initial Yield on the Dutch
portfolio stood at 6.5%. Our total portfolio was valued at
€ 843m at the end of 2021 (2020: € 966m). The value of
our development portfolio stood at € 13m (2020: €46m).
(end-2021, % of annual rental income)
26
4
1
4
4
5
12
11
21
12
Tenant mix in the Netherlands
Fashion & Accessoires
Multimedia & Electronics
Mixed-use
Food
Health & Beauty
Homeware & Household
Shoe & Leatherware
Sport
Special Goods & Others
Other market segments
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Financial statements
Introduction Performance & outlook
Waterloo
Turnhout
Genk
Liège
Nivelles
Tournai
Bruges
Ghent
Courtrai
Key developments
Belgium
Economic background and outlook
Belgium’s economy returned to growth in 2021, thanks to a
recovery in household consumption and renewed business
investment; the economy will continue to grow in 2022,
albeit at a slower rate. Unemployment is expected to peak
in 2022 as the government unwinds financial support for
business during the pandemic. The economy remains
vulnerable to labor shortages, particularly in construction
and IT. Government spending, meanwhile, is likely to be
constrained by high levels of public debt.
Key economic parameters
2020 2021E¹ 2022E¹ 2023E¹
GDP growth, yoy -5.7% 6.1% 3.2% 1.4%
Harmonized index of
consumer prices, yoy 0.4% 2.9% 3.3% 2.1%
Unemployment 5.6% 6.3% 6.6% 6.4%
Private consumption, yoy -8.2% 5.7% 6.6% 2.2%
1 E = estimated
Excluding assets sold in 2021
Market developments
In the first half of 2021, stores in Belgium were subject to
continued Covid-19 restrictions. Lockdown measures
introduced in 2020, which were subsequently expanded in
March 2021, were gradually eased in April and May, leading
to increased footfall in our centers. As from June, most
restrictions were lifted. The Belgian government tightened
measures again toward the end of the year, given an
upsurge in infections. At shopping centers, the recovery in
footfall was stronger than at high-street locations, particu-
larly in Flanders, where visitor numbers were close to pre-
pandemic. Across Wallonia, shopping center traffic during
the second half of 2021 remained roughly 10-15% below
pre-pandemic levels.
Top 10 tenants
1
Carrefour
2
Ahold Delhaize
3
C&A
4
A.S. Watson Group
5
Bestseller
6
Brico
7
Lunch Garden
8
Cassis Paprika
9
H&M Group
10
Redisco
221,505
Lettable space (m
2
)
16.3m
Footfall (total visitors)
9
Number of centers
Offices not on map
Annual Report 2021
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Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
- Belgium
Among larger retail chains, there were relatively few
bankruptcies. Leasing activity in the Belgian retail market
was strong during 2021. A rebound in retailer activity
resulted in a strong take-up of retail space in the food &
beverage (F&B) sector, but demand from international
fashion brands also rebounded. The outlook for rents has
improved for quality shopping center locations. Prime rent
levels for shopping centers stabilized during 2021, and
market observers expect increases in 2022 and beyond.
There were no material transactions in the large retail
property investment market, due to a lack of supply.
Instead, deal activity was focused on supermarkets and
standalone out-of-town retail locations.
Key data shopping center operations
2020 2021
Net rental income (in €m) 36.9 42.4
Occupancy 94.4% 97.2%
Investment properties in operation (in €m)¹ 817.8 818.2
Investment properties under construction (in €m) 12.6 13.5
Acquisitions (in €m) - -1.7
Disposals (in €m) 7.5 -
EPRA NIY 5.6% 5.7%
¹ Including lease incentives
Portfolio developments
In 2021, we continued work on our Full Service Center
transformation program.
Renovation at our Ring Shopping center in Courtrai began
during the second quarter; it is due to be finalized in mid-
2022. In early 2021, all necessary permits were obtained for
the extension of our Belle-Île center in Liège. In view of
letting prospects, the project is under review. Of our
remaining centers in Belgium, we are still officially to
confirm plans for Nivelles, including an extension for F&B,
leisure and, potentially, offices. Phase 1 work at Genk
Shopping was also completed in 2021.
Operational performance
In 2021, EPRA occupancy rate for our shopping center
portfolio increased by 280bps to 97.2%. Like-for-like net
rental income (NRI) was up 15.2%, due to the reduced
impact of Covid-19 on doubtful debts, offset partially by the
effect of reduced income from turnover-based rents. In the
fourth quarter, Net Promoter Score (NPS) – our main
measure of customer satisfaction – rose to +33 from +18,
areflection of new services and amenities at our centers,
including our toilets concept, play & relax areas, upgraded
parking, and services like the Point and Connect. In shoes,
turnover lagged behind the overall market, but the fashion
sector as a whole performed surprisingly well, with turnover
above 2019 levels.
In Belgium, during 2021, we signed 84 new shopping center
leases and 9 office leases. These leases were signed at
6.2% above average market rents for our shopping centers.
Across our Belgian centers, we saw significant demand
from the F&B sector. We signed new leases in the fourth
quarter with several F&B operators, including KFC at
Courtrai Ring, Pitaya at Nivelles, Black & White Burger at
Les Bastions – as part of our Full Service Center
transformations. We also signed a lease on a new 925 m
2
store at Belle-Île for home decoration specialist Maisons du
Monde.
In 2021, the EPRA occupancy rate for our Belgian offices
decreased by 150bps to 76.0%, though rates recovered
strongly after an initial low-point in the first quarter thanks to
the agreement of new leases with Maersk in Antwerp under
our new office concept, The Sage. We are currently
negotiating new leases at both of our office parks.
Results & valuation
NRI in Belgium amounted to € 47.3m (2020: € 43.5m) - of
this, € 42.4m came from shopping centers. The rent
collection rate for 2021, adjusted for tenant arrangements in
the scope of our Fair Support Policy, amounted to 97% as of
February 4, 2022. Revaluations amounted to € -4.2m. At
the end of 2021, our average EPRA Net Initial Yield on the
Belgian shopping center portfolio stood at 5.7% and on the
office portfolio at 6.4%. Our total portfolio was valued at
€ 928m at the end of 2021 (2020: € 921m). The value of
ourdevelopment portfolio, meanwhile, stood at € 14m
(2020: € 13m).
(in % of contract rent)
Tenant mix in Belgium
36
5
3
3
5
7
7
12
11
10
Fashion & Accessoires
Multimedia & Electronics
Mixed-use
Food
Health & Beauty
Homeware & Household
Shoe & Leatherware
Sport
Special Goods & Others
Other market segments
Annual Report 2021
Wereldhave N.V.
39
Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
Argenteuil (Paris)
Bordeaux
*Please note that, during 2021, the following locations in France were sold: Docks Vauban (Le Havre), Docks 76 and Saint Sever
(Rouen) and Rivetoile (Strasbourg). These locations are not shown on the map above. For details, see page 41.
Key developments France
Economic background and outlook
France’s economy was hit particularly hard by the
pandemic. In 2021, however, it rebounded strongly, with
growth of 6.8%, driven by government support and
increased domestic demand. The labor market showed
signs of improvement; job vacancies reached historic highs.
Unemployment is expected to decline over the next 2-3
years. Inflation is rising going into 2022 – though wages
remain stable and the government has imposed a
temporary freeze on regulated energy prices. France’s
government continues to provide broad economic
support,particularly through its 2030 France Relance
recovery program.
Key economic parameters
2020 2021E¹ 2022E¹ 2023E¹
GDP growth, yoy -8.0% 6.8% 4.2% 2.1%
Harmonized index of
consumer prices, yoy
0.5%
2.1%
2.3% 1.4%
Unemployment 8.1% 7.8% 7.6% 7.5%
Private consumption, yoy -7.2% 4.8% 6.8% 2.3%
1 E = estimated
Excluding assets sold in 2021
Market developments
Because of Covid-19, our centers in France were closed for
three months before reopening in mid-May. Footfall did not
recover to pre-pandemic levels as restrictionscontinued
oncustomer numbers in restaurants and cinemas. Following
reopening, the growth in visitor numbers was limited by a
combination of continued restrictions on restaurants and
cinemas, and the introduction of the government’s health
pass for non-essential venues; online sales, meanwhile,
continued to increase.
Top 10 tenants
1
Auchan
2
Sephora
3
Pharmacie
4
Mango
5
Générale d'Optique
6
Hema
7
H&M Group
8
Yves Rocher
9
Footlocker
10
SFR
43,223
Lettable space (m
2
)
9.6m
Footfall (total visitors)
2
Number of centers
Excluding assets sold in 2021
Annual Report 2021
Wereldhave N.V.
40
Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
- France
Retail sales, however, were buoyed by an overall reduction
in home-working, compared with 2020. Sales of household
equipment, DIY and home appliances remained stable,
though below levels seen the previous year. Conversely,
sales of clothing and perfumery/beauty products
strengthened, returning to their pre-crisis levels. Following
an adjustment in 2020, market rents started to stabilize.
Asa result, rents for certain shopping centers became
moreaffordable, drawing demand from retail park tenants,
healthcare operators, as well as local food retailers and
discount brands. Over the past year, the French investment
market for retail property remained subdued, with investors
focused mainly on convenience centers, offering essential
goods.
Key data shopping center operations
2020 2021
Net rental income (in €m) 22.7 22.2
Occupancy 92.8% 94.7%
Investment properties in operations (in €m)¹ 690.6 170.1
Investment properties under construction (in €m) - -
Acquisitions (in €m) - 0.7
Disposals (in €m) 11.1 506.8
EPRA NIY 4.9% 4.6%
1 Including lease incentives
Portfolio developments
During 2021, we sold four of our six locations, part of a
planned exit from the French market. The four centers –
Docks Vauban in Le Havre, Docks 76 and Saint Sever in
Rouen and Rivetoile in Strasbourg – were sold to
Lighthouse Capital for € 305m. The sale, completed at the
end of September, strengthened our balance sheet, will
help finance our LifeCentral strategy and allow us to
concentrate on the Belgian and Dutch markets. Cost
savings from the sale will take effect fully in 2022. We have
already scaled down our French organization; operational
and financial management for our two remaining centers,
Côté Seine at Argenteuil (Paris) and Mériadeck at Bordeaux,
will be outsourced until these locations are sold. Except for
the Country Director, who is employed by Wereldhave N.V.,
all staff have been transferred to new service providers, to
Lighthouse Capital or have been laid off in consultation with
local trade unions.
Operational developments
Because of Covid-19, non-essential stores in our French
centers were forced to close between February 1 and May
19. On June 9, F&B operators inside our centers could
reopen under certain conditions. Restrictions on customer
numbers at F&B venues and cinemas remained until July 1.
Footfall for 2021 was down 12.2% year-on-year and 36%
below 2019. Footfall for Q4 was up 1.2% compared with the
same period in 2020.
Our EPRA occupancy rate in France increased by 190bps
to94.7%. Like-for-like NRI growth came in at +34.3%.
Continued government support for tenants reduced the
impact of Covid-19 on doubtful debts and bankruptcies.
In 2021, we signed 16 lease contracts for our two remaining
French centers. We also started developing a new food hall
at Mériadeck. For this project, rental contracts have now
been signed for eight out of nine units. At Côté Seine,
Argenteuil, we increased our healthcare offer by expanding
the center’s pharmacy to nearly 500 m², and signed new
leases with Foot Korner and Pitaya. Additionally, we were
also in advanced talks to sign a new 1,600 m² fitness center
to strengthen Côté Seine’s position as a convenience location.
Results & valuation
Net rental income in France was significantly impacted by
disposals and lockdowns following the pandemic,
amounting to €22.2m (2020: € 22.7m). The rent collection
rate for 2021, adjusted for tenant arrangements in the scope
of our Fair Support Policy, amounted to 91% as of February
4, 2022. Revaluations on the continuing portfolio amounted
to € -25m.
The result on the disposals was € -214m. At the end of
2021, the average EPRA Net Initial Yield on our French
portfolio stood at 4.6%. Our total portfolio was valued at
€170m (2019: € 691m).
(in % of contract rent)
Tenant mix in France
27
4
5
4
5
4
12
13
10
15
Fashion & Accessoires
Multimedia & Electronics
Mixed-use
Food
Health & Beauty
Homeware & Household
Shoe & Leatherware
Sport
Special Goods & Others
Other market segments
Annual Report 2021
Wereldhave N.V.
41
Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
Performance: Business partners,
suppliersandemployees
Of our workforce – 52.7% – are women. Our goal is to
ensure women make up at least a third of senior
management, in line with best practice in the Netherlands.
This will be achieved primarily by promoting from within the
Company; at the end of 2021, women accounted for 57% of
senior management.
Much of the value we create for employees is through
salaries and benefits; in 2021, we paid € 22.2m in salaries
and social security
1
. We contributed another € 1.3m in
pension payments. All employees and temporary hires are
bound by our Code of Conduct and Business Integrity
policy (for more details, please see our Governance section,
pages 57-83).
Employee engagement
At Wereldhave, our aim is to create an efficient and
supportive working environment. We have four core values,
which define our approach to business: entrepreneurial,
customer-inspired, responsible and connected.
1 Including incremental salary payments following closure of French management office.
2 Please note that we did not conduct an employee survey in France in 2021, given the planned phase-out of our French operations.
3 Employee Net Promoter Score (eNPS), similar to NPS, measures employees’ willingness to recommend Wereldhave as an employer to others. The eNPS survey was introduced in 2021 at Wereldhave.
We regularly measure employee engagement; we have
an employee survey, previously carried out every two years.
In 2021, we increased the frequency to twice a year – a full
survey, supported by a second, more targeted survey
conducted separately. Our last full survey – conducted in
June 2021 – resulted in an average engagement score for
the Netherlands and Belgium
2
of 7.5, compared with 7.6
previously. Our target is to maintain an engagement score
of at least 7.5 in each of our main operating countries.
Alongside engagement, the survey measures several other
criteria, including work atmosphere and employee-NPS
(eNPS). In 2021, we also carried out a culture survey among
employees to identify ways of modernizing work practices
and bringing our corporate culture fully into line with our
strategic objectives.
Training, talent and development
We provide regular training to our staff. In 2021, we spent
€116,000 on training and development programs. Training
covers both educational issues, including health and safety
– and new skills (such as customer relationship
management, digital and data analytics etc.). Wereldhave
employees spent 947 hours in training in 2021. Within our
2. Assets 3. Vastgoed
ecosysteem
4. Stakeholders 5. KPI’s en feiten 6/7. Sustainability 8/9. Annual &
financial reports
9. Extra1. Landen
By the end of 2021, we had 123 employees (FTEs); during the year, of which were 24% part-time employees.
During the year, the size of our workforce decreased – a consequence mostly due to the closing of our
French operations following the sale of four of our six centers there.
7.5 vs. 7.6
Average employee engagement 2021 vs. 2018
(Netherlands and Belgium only)
+24
Employee Net Promoter Score (eNPS) 2021
1
Annual Report 2021
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Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
Performance: Business partners, suppliers and employees
workforce, we also identify key talents – we aim to retain these talents, where possible, by
matching market rates for salaries and benefits, and offering attractive opportunities for
career advancement.
Collective bargaining and works councils
Across our operations, we comply with regulations regarding collective bargaining and
freedom of association. Given our limited size, we have no Collective Bargaining Agreement.
To maintain dialogue, we have two works’ councils, representing all Wereldhave employees
in the Netherlands and France (covering 56% of the Company’s total workforce at end-2021).
At works’ council meetings during 2021, various topics were discussed with the Board of
Management, including culture, our performance management system, health and safety in
the context of Covid-19, organizational changes and the intended move of our headquarters.
During 2021, our works councils were kept fully informed of progress with our disposal
program in line with regulation.
Our suppliers and sub-contractors
We work with approximately 1,500 suppliers and sub-contractors, mostly in maintenance,
cleaning and security. In 2021, we spent € 113m on outside goods and services, down
20% from the previous year; the decrease was due mainly to further cost-cutting measures
and disposals in France and the Netherlands. We also delayed some development projects
due to the pandemic. Suppliers are governed by our Supplier Code of Conduct, which
applies to all contracts; for those worth € 10,000 or more, we require explicit sign-off from
suppliers. Provisions in the Code cover issues such as human and labor rights, health &
safety, corruption and environmental protection. In 2021, we carried out a review of leading
suppliers to assess compliance
1
; the review found that the majority of suppliers have
sustainability policies that meet the standards set out in our Code. All new suppliers are
screened against social and environmental criteria. For details of our Supplier Code of
Conduct, see our Governance section. A copy of the Code is also available on our website
https://www.wereldhave.com/siteassets/documents/reports/sustainability-reports/
wereldhave-sustainable-supplier-code.pdf.
1 The review covered 12 of Wereldhave’s top 36 suppliers; the intention is to survey at least ten leading suppliers annually, so that each suppliers will be assessed approximately once every three years
43%
57%
Gender diversity at senior management level
Men
Women
56%
44%
Geographic breakdown of workforce
Netherlands
Belgium
Annual Report 2021
Wereldhave N.V.
43
Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
Performance: Our tenants and visitors
In 2021, we worked to improve tenants’ and visitors’ experience of our centers. We added new services, including
same-day delivery, and extended The Point and our UpNext concept. We also signed leases with new mixed-use
tenants, particularly in food & beverage. Throughout the year, the Net Promoter Score – our main customer
experience measure – showed significant improvement, a sign that customers are beginning to appreciate the
changes made as part of our LifeCentral strategy.
Defining our customer experience
With our LifeCentral strategy, we are – in effect –
introducing a brand-new concept in commercial real estate.
Over the past year, we’ve developed four basic principles to
define what we believe visitors to our Full Service Centers
– and tenants – should experience; these principles are
based on our ambition: everything for a better everyday life.
Wereldhave customer experience principles:
Convenience
We make your
everyday life as
easy as
possible.
Hospitality
We make sure
you enjoy
staying with us.
Better
together
We are better
together every
day.
Local impact
We have a
positive impact
on our commu-
nities.
Which means:
We simply take
care and are
eager to
develop smart
solutions that
save both
tenants and
visitors time
and effort.
Which means:
We make sure
people feel
welcome with
our personal,
friendly and
customer-
centric ap-
proach.
Which means:
We work
together and
create synergy
with our
business
partners to add
value for
everyday life
and business.
Which means:
We strengthen
our communi-
ties by support-
ing local
initiatives and
invest in a
better tomor-
row.
Over the past year, we have taken important steps to
support these principles:
•
We are mapping out customer journeys to identify
possible areas of improvement. For visitors, these
journeys will chart everything from transport to and from
our centers, through to their experience of facilities,
shops, F&B and other services etc. Similarly, for tenants,
the journey will run from finding the right location
through to opening a store, daily operations and – finally
– moving out.
•
We are extending The Point, our service hub, to centers
in the Netherlands. The Point – already a proven concept
at our centers in Belgium – offers a range of services,
including parcel pick-up and return, ATMs, public
transport tickets, gift cards and wrapping, and a fitting
and adjustment service for clothes.
•
We are also working to improve basic facilities at our
centers (restrooms, parking, sign-posting, play & relax
areas etc.) to make visitors’ experience at our centers as
pleasant and convenient as possible.
In addition, we are creating “clusters” at our centers,
bringing together tenants from the same sector in a single
location, so that customers can find what they are looking
for quickly and easily.
At Presikhaaf, for example, we have set up a healthcare
“cluster”, which includes a dentist, a dietician, a laser clinic
and a pharmacy. At De Koperwiek in Capelle aan den IJssel,
we have introduced a new fresh food zone, part of our
every.deli concept – the idea behind these clusters is to
attract more customers to our centers, who will then use
other shops or services.
Measuring customer experience
We measure progress with customer experience regularly,
using the Net Promoter Score (NPS). We have set clear NPS
targets for ourselves; these are built into both our strategy
and blueprints for our centers. In 2021, we saw significant
improvement in our NPS (see chart on the following page)
for both Belgium and the Netherlands – a reflection of
recent improvements made as part of our LifeCentral
strategy. Additional services proved popular among visitors,
including charging points for mobile phones and our
Annual Report 2021
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Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
Performance: Our tenants and visitors
“borrow a stroller” program. Visitors also enjoyed the bars
and cafés in our centers. With the latest increase, we are
now ahead of our 2025 NPS target of +20.
Our rising Net Promoter Score in 2021
Q1 Q2 Q3 Q4
0
5
10
15
20
25
Chart shows combined scores for Netherlands and Belgium. NPS measures the likelihood
that customers would recommend Wereldhave centers to others. Customers are asked to
rate their response on a scale of 0 to 10 (with 10 being extremely likely). NPS is calculated
by subtracting the percentage of detractors (those scoring 6 or below) from promoters
(those scoring 9 or above). Using this method, we can identify possible areas of
improvement to transform detractors into promoters.
For tenants, we measure satisfaction through our Customer
Satisfaction index (CSAT). Scores for 2021 show little
change from the previous year. We have worked hard to
improve services to tenants, though Covid-19 restrictions
remained the main point of discussion in 2021, at times
leading to lower footfall in our centers or even the closure
of non-essential shops. In the Netherlands, CSAT was
unchanged at 8.0; in Belgium, it declined to 8.2, down from
8.3 the previous year. Our aim for 2025 is to score at least
8.0 in both countries.
Tenant mix
As we implement LifeCentral, we are changing our mix of
tenants. We are increasing the percentage of space in our
centers devoted to non-traditional retail – to F&B, leisure,
entertainment, sports & fitness and healthcare. Over the
past year, we have signed a series of new mixed use leases.
We have also agreed package deals with several leading
retailers, including C&A, H&M and MediaMarkt. Toward the
end of 2021, we saw increased F&B demand – notably, we
signed a deal with Dutch operator Albron for seven new
outlets at our centers in Tilburg and Vier Meren.
41%
26%
18%
5%
5%
4%
1%
Planned composition of mixed use, Netherlands
Total area: 75,000m
2
Food & beverage
Leisure & entertainment
Fitness & wellness
Healthcare
Co-working
Serving community
Services (mixed use)
Based on 2021 updates
Planned composition of mixed use, Belgium
37%
38%
10%
2%
12%
1%
Total area: 52,000m
2
Food & beverage
Leisure & entertainment
Fitness & wellness
Healthcare
Co-working
Services (mixed use)
Based on 2021 updates
We take a scientific approach to managing our centers.
Using data enables us to assess performance, particularly
how well our centers meet customers’ everyday needs.
In many cases, performance may come down to the right
mix of tenants within our centers, or the positioning of
specific stores. Data also allows us to compare performance
and identify shopping patterns. Through our Flow by
Wereldhave digital platform, we have constant communication
with our tenants. We realize that, fundamentally, the retail
customer base is changing – and that our centers
increasingly must reflect these changes. Populations are
getting older; more are living in single-person households;
when customers shop online, they want fast delivery. And
millennials – roughly those born in the 1980s and 1990s –
want to shop at stores that align with their own beliefs,
particularly with regard to climate change and social
movements like MeToo and Black Lives Matter.
Annual Report 2021
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Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
In 2021, we expanded our UpNext label and piloted a new
same-day delivery service jointly with StoreShippers to
provide greater flexibility and help smaller retailers in
particular benefit from the current growth in online
shopping (see opposite); it is often smaller retailers that lack
the resources or know-how they need to offer service levels
online that customers would expect:
•
Pop-up stores have now opened under our UpNext label,
launched in 2020. The latest was NIX & NIX, the
Netherlands’ first non-alcoholic liquor store, which
opened three new branches at Wereldhave centers
ahead of the end-of-year holidays. Other pop-up stores
at our centers include SF Mode, Shoeby, Loods of Stock
and The Fashion Factory.
•
Meanwhile, same-day delivery was launched at three
Wereldhave centers (see opposite): at Courtrai in
Belgium and at Cityplaza and Middenwaard in the
Netherlands. If successful, the service will be extended
to other locations. The new service operates alongside
Connect, which provides an e-commerce platform for
smaller fresh produce retailers. In March, we extended
Connect to a third center: Kronenburg in Arnhem (after
Presikhaaf and Koningshoek in 2020).
Same-day deliveries from
ourcenters
Under our new service, launched jointly
with StoreShippers, customers will be able
to order online, and pick up their orders
either at our centers or at home, if they live
locally. The new service brings a host of
benefits: it meets customers’ need for
speedy delivery. It also allows retailers in a
center to pool their resources – an
advantage for smaller retailers who often
lack resources to compete online. At the
same time, the new service will limit the
number of delivery vans on the road –
positive for the environment. Bricks-and-
mortar stores, meanwhile, will get a new
function – orders will be dispatched directly
from stores, effectively transforming them
into decentralized warehouses.
Annual Report 2021
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Wereldhave in 2021 Business environment & strategy Governance Additional information
Financial statements
Introduction Performance & outlook
Performance: Society & community
A Better Tomorrow
In 2021, we continued to roll out our sustainability program.
Known as A Better Tomorrow, the program is based on
three focus areas:
•
Better footprint – reducing our impact on the
environment, and bringing our business into line with the
Paris climate objectives.
•
Better nature – adapting our centers to the effects of
climate change, particularly downpours and heat stress.
•
Better living – supporting local communities and
ensuring our centers are safe, healthy and pleasant
places in which to work, shop and socialize.
A Better Tomorrow is an integral part of our LifeCentral
strategy. Sustainability elements are included directly in
blueprints for our new Full Service Centers
1
. For each of our
three focus areas, we have set clear priorities and ambitions
for 2030, also linked to the UN Sustainable Development
Goals (SDGs).
Over recent years, we have been able to use our
sustainability performance to access new sources of
1 Sustainability elements, such as charging points for electric vehicles and joint procurement of green energy etc. are included in the framework we use to assess the effectiveness of Full Service Centers.
2 Versus baseline 2018. Target relates to emissions under Wereldhave’s operational control. Our 2030 target has been verified by the Science-Based Targets Initiative (SBTi).
3 Full figures for 2021 scope 3 emissions will be available later in 2022, and will be published as part of our CDP submission and in our next Annual Report.
financing, as evidenced by the new three-year green
financing facility agreed in 2021 with Dutch bank ABN
AMRO (see page 28).
Better footprint
By 2030, we want to reduce emissions from our business
by 30% – this will put us on course to become net zero by
2045
2
. To achieve this, we are implementing Paris-Proof
roadmaps at our centers; these roadmaps set out what
measures are needed to meet our 2030 target. By the end
of 2021, roadmaps were in place at nine centers – seven
in the Netherlands and two in Belgium. Roadmaps for the
remaining Full Service Centers will be completed in 2022,
and the rest of our locations by the end of 2023.
To reduce emissions, we are cutting back on energy
consumption, partly through greater efficiency. We are
also switching to renewable energy, where possible. In
2021, the communal areas in our centers were all powered
by renewable electricity. During the year, we also expanded
production of solar power – we now have 16,068 solar
panels in use, accounting for just over 6% of our total
energy needs.
We also took other measures:
•
At our Cityplaza center, we strengthened roof insulation
to cut back on energy use.
•
We installed lower-consumption LED lighting at several
centers including Winkelhof, Belle-Île, Nivelles and
Middenwaard.
•
We drew up plans to replace refrigerants at our centers
with a non-greenhouse gas alternative. Used to cool our
centers in summer, refrigerants are a major contributor to
our scope 1 emissions.
In 2021, carbon emissions from our own business operations
(scopes 1 and 2, like-for-like) totaled 2,427 metric tons,
down 1% due to new energy-savings initiatives and Covid-19
lockdowns during the year
3
. We are currently working with
tenants, visitors and suppliers to reduce this figure – our
aim is to be fully Paris-Proof across our entire value chain by
2045. In Belgium, we held a series of dedicated ECO-days
2. Assets 3. Vastgoed
ecosysteem
4. Stakeholders 5. KPI’s en feiten 6/7. Sustainability 8/9. Annual &
financial reports
9. Extra1. Landen
In 2021, we made further progress with our A Better Tomorrow program, reducing waste, cutting back on
energy consumption and installing more solar panels at our centers. We also continued support for local social
initiatives, despite the pandemic. By year-end, we had Paris-Proof roadmaps in place for more than two-thirds
of our locations in the Netherlands.
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Introduction Performance & outlook
Performance: Society & community
offering visitors tips on how to live more ecologically. Green
leases have been standard for tenants across the Company
since 2014 – these set out minimum provisions for energy
use, waste and water consumption. Currently, 58% of our
leases are green.
Beyond emissions, we are also working to reduce waste
– our goal for 2030 is to have zero waste going to landfill.
Where applicable, our centers split waste into four streams
for recycling: plastics, cardboard and paper, compostables
and glass. In 2021, we also launched a partnership with Too
Good To Go – together, we will work to reduce food waste
among retailers at our centers in Belgium and France.
During the year, we also introduced new recycling points for
visitors at Belle-Île and Nivelles – and installed smart meters
at our centers in the Netherlands to help monitor water
consumption.
Better footprint - ambitions and performance
Relevant SDGs Priorities Ambitions Performance 2021
Energy &
carbon
• Reduce carbon emissions by
30%
• Carbon emissions (CO
2
equivalent, scopes 1 and 2): 3,641 metric tons,
down 16% vs. 2020
• Onsite solar energy production, like-for like: 3,549 MWh, down 10%
• Renewable energy use (as % of total consumption): 6%
Materials • Zero waste to landfill and
increased use of circular
solutions
• Percentage of waste to landfill: 12% vs. 12% in 2020
• Water consumption: 208,493 m
3
, down 19%
• Percentage of waste recycled: 31% vs. 28%
Value chain
impacts
• Partner with tenants and
visitors to reduce emissions
and waste
• Carbon emissions (CO
2
equivalent, scope 3): 118 metric tons, down 93%
• Reduction in food waste through Too Good To Go partnership, active
in all our shopping centers in Belgium (9) and France (2)
Electricity produced onsite from solar panels
2018 2019 2020 2021
(MWh)
0
1
2
3
4
5
At the end of 2021, we had 16,068 solar panels installed at our centers in the Netherlands and
Belgium.
39%
55%
6%
Our energy mix 2021
Renewable electricity
Non-renewable electricity
Onsite solar power
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BELGIUM
24,262 tonnes
CO
2
eq.
FRANCE
8,186 tonnes
CO
2
eq.
Purchased heating
327
tonnes CO
2
eq.
Mobile combustion
246
tonnes CO
2
eq.
Refrigerant fugitive emissions
1,514
tonnes CO
2
eq.
Stationary combustion
2,758
tonnes CO
2
eq.
Purchased electricity
7,769
tonnes CO
2
eq.
Capital goods
12,059
tonnes CO
2
eq.
Downstream leased assets
30,456
tonnes CO
2
eq.
Purchased goods & services
11,693
tonnes CO
2
eq.
Fuel & energy-related activities not
in scopes 1 and 2
3,792
tonnes CO
2
eq.
Waste from own operations
99
tonnes CO
2
eq.
Business travel
16 tonnes CO
2
eq.
Employee commuting
91 tonnes CO
2
eq.
SCOPE 3
58,208 tonnes
CO
2
eq.
SCOPE 1
4,519 tonnes
CO
2
eq.
SCOPE 2
8,097 tonnes
CO
2
eq.
NETHERLANDS
38,376 tonnes
CO
2
equivalent
(eq.)
Carbon flow analysis
Reading this chart
This chart shows Wereldhave’s
2020 CO
2
emissions by country and
scope. Scope 1 relates to emissions
from our own operations; scope 2
to emissions from energy bought by
the Company; scope 3 to emissions
resulting indirectly from our value
chain (from waste and travel, for
example, or from the activities of
our tenants)
1
. Due to increased data
granularity, more scope 1 and 2
emissions were shifted to scope 3
as part of tenants’ consumption
than we were able to calculate as
part of our 2018 baseline.
Refrigerant Fugitive Emissions were
also recalculated using IPCC
leakage rates per machinery type,
which is a more correct reflection of
daily practice. This lowered the
fugitive emissions with a factor 10.
(based on 2020 data)
1 Definitions are based on those of the Greenhouse Gas Protocol.
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Carbon flow analysis
Better nature
As well as reducing our environment impact, we need to
protect our centers against the effects of climate change. To
do so, we have put in place climate resilience plans; resilience
measures are also part of our Paris-Proof roadmaps.
Our main risks are flash floods, heavy rainfall and heat stress;
in 2021, we saw serious flooding close to our Belle-Île center
in Liège. Physical climate risk is also part of our regular
environmental assessments. To conduct these assessments,
we use two main methods: BREEAM
1
in-Use and the Carbon
Risk Real Estate Monitor (CRREM).
To strengthen resilience, we are expanding vegetation in and
around our centers. At the end of 2021, we had just over
25,515 m
2
of green space at our locations in Belgium and the
Netherlands. These green spaces have several purposes: as
well as increasing resilience, they reduce heat in summer,
lower energy consumption required for cooling, and improve
the visitor experience. Green spaces also help protect local
biodiversity – in 2021, we doubled the number of beehives at
our center in Nivelles, introduced new aquatic plants to the
wadi at Les Bastions and refurbished two roundabouts at our
Belle-Île center in Liège to encourage bees and other insects.
1 BREEAM - Building Research Establishment’s Environmental Assessment Method
Better nature - ambitions and performance
Relevant SDGs Priorities Ambitions Performance 2021
Resilience • 100% of assets have action
plans to mitigate physical
effects of climate change.
• Percentage of centers and other assets with climate resilience plans: 76%
Habitats • Double surface of vegetation
on roofs and green spaces
by 2030 (baseline: 2018).
• Percentage of centers with at least one initiative in place to encourage
local biodiversity: 69%
• Total green spaces at Wereldhave centers: 25,515m
2
(unchanged)
•
Support at our Nivelles center for Association Graine de
Vie to replant trees to fight climate change in Africa.
•
Supporting youngsters through Presikhaaf University in
Arnhem to provide work experience and promote pride
in the local neighborhood.
Ultimately, we want our centers to be healthy, safe and
pleasant places in which to spend time. With the pandemic,
we have continued to take health measures to protect
visitors, tenants and employees. At our Presikhaaf center,
residents could get themselves vaccinated in a special
vaccination bus, provided by the local health authority.
We provide safety training to our employees and sub-
contractors – and carry out regular health & safety
assessments. Health & Safety is also included in our
Supplier Code. For more information on employees, sub-
contractors and business partners, see pages 42-43.
Better living
Our centers play an important role in local communities;
they provide access to vital services, and — by offering a
welcoming environment and hosting events — help combat
loneliness and social exclusion.
Every year, we allocate the equivalent of 1% of our Net
Rental Income (NRI) to support good causes. This includes
space we make available in our centers for use by charities
and social enterprises. In 2021, we allocated a total of
€ 2mto good causes, equal to 1.7% of our NRI, well above
our target.
In 2021, our work with local charities and other
organizations included:
•
Fund-raising sales for Ile de Paix, Red Cross, Doctors
Without Borders, SOS Kinderdorpen, Ik Trakteer (or ‘My
Treat’), and other NGOs
•
Social events at our centers to promote health and
well-being, or help disadvantaged groups
•
Collection and delivery of donations to the Red Cross
and Sint Vincentius Association for those affected by
flooding in Liège
•
Creation of special parking spaces for the disabled and
senior citizens at Cityplaza, part of a wider renovation of
the center’s parking garage.
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Better living - ambitions and performance
Priorities Ambitions Performance 2021
Well-being • Aim for zero safety incidents
at Wereldhave centers
• Percentage of centers covered by health & safety assessment in 2021:
76%
Employees • Employee engagement
score of at least 7.5 for each
country of operation
• Employee engagement score: 7.5 (vs. 7.6 in previous survey, carried out
in2018)
Communities • Contribute at least 1% of net
rental income to socio-eco-
nomic and social inclusion
initiatives
• Support for social activities and facilities, charities and other good causes
(in cash and in-kind): €2m
• Percentage donations /NRI: 1.7% (vs. 0.8%)
In addition, we support a number of other causes beyond
the direct remit of our centers. These include our support to
the Royal Theatre Carré Amsterdam in making its
prestigious 19th century circus theatre more sustainable
(see following page).
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Supporting the Royal Theatre Carré
in Amsterdam
“ We are trying to future-proof
the theater in line with the
ParisClimate Agreement –
Wereldhave is helping us
withthat.”
Harriëtte Loeffen, Director of Carré Fonds,
RoyalCarréTheater, Amsterdam
Harriëtte Loeffen, Director of Carré Fonds,
Royal Theatre Carré, Amsterdam
“The relationship between the Carré Theater and Wereldhave
began in 2016. We were looking for a partner who could
help us maintain the building, make technical changes but
still conserve its character.
“The Carré is very important culturally to the Netherlands.
It’s a Royal theater, so national events such as Liberation
Day are celebrated there. It matters to artists too. In Dutch
show business, topping the bill at the Carré poster is a real
claim to fame.
“The theater celebrates its 135th birthday this year and
requires a lot of upkeep. The roof used to leak and made
the foyer unusable. It was covered with a synthetic roof 20
years ago to save money. Wereldhave advised us on how to
get it back to its original state. We are also trying to future-
proof the theater in line with the goals of the Paris Climate
Agreement – and Wereldhave is helping us with that, too.
Its team of experts has been important technically, helping
us understand building estimates to find the best solution.
“Unlike some other theaters in the Netherlands, we aren’t
subsidized. That’s where partners like Wereldhave have
really helped us, particularly during the pandemic. We were
closed for ten months in the last year and a half. Wereldhave
continued supporting us even when the theater was closed,
and we’re very grateful for that. It’s great that companies
like Wereldhave are ready to protect our cultural heritage
without expecting much from it, beyond helping maintain
it and innovate for the future.
“We will continue working with Wereldhave on future
projects. We’re now putting up green roofs to collect
rainwater and are looking at ways of saving energy. We
want to future-proof the building but, in doing so, we have
to be sure that we’re not fundamentally changing the
character of a theater that is so well known and loved.”
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Please note that “A Better Tomorrow” – our CSR program – is tied directly to a number of underlying SDG targets:
7.2, 7.3, 8.8, 11.5, 11.6, 11.7, 11.B, 12.2, 12.5, 13.1, and 17.16. For more information, see: https://sdgs.un.org/goals
SDGs 7, 11, and 13 link directly to the EU’s new taxonomy for sustainable activities (to the taxonomy’s Climate Change
Mitigation objective and to three designated economic activities: construction of new buildings, 26.2; renovation of
existing buildings, 26.3; and acquisition and ownership of buildings, 26.5). For more information on the EU’s taxonomy, see:
https://ec.europa.eu/info/business-economy-euro/banking-and-finance/sustainable-finance/eu-taxonomy-sustainable-activities_en.
Affordable and clean energy
We use renewable energy where possible; we also produce
solar energy from panels at our centers.
Our strategic
Sustainable Development
Goals (SDGs)
Decent work and economic growth
We have high standards of health and safety at our centers
– and work with tenants and sub-contractors to maintain
them.
Sustainable cities and communites
We are improving climate resilience at our centers – and
providing public access to green spaces. We also support
local community initiatives.
Responsible consumption and production
We are working to cut back waste generation, increase
recycling and use circular solutions in our development
projects.
Climate action
We are reducing our carbon footprint – and aiming for
Paris-Proof by 2045.
Partnerships for the Goals
We are working closely with tenants and visitors to reduce
emissions and waste across our value chain.
How our program links to the international development agenda
As part of A Better Tomorrow, we’ve linked our ambitions directly to the
UN Sustainable Development Goals (SDGs). We’ve chosen six SDGs as
strategic – where we believe Wereldhave can contribute the most.
Through our Full Service Center blueprints, SDGs are also tied directly to
our LifeCentral strategy. In addition, use of proceeds under our Green
Finance Framework with ABN AMRO are mapped to three of our strategic
SDGs (SDGs 7, 11 and 13).
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External benchmarks and certifications
Building Research Establishment’s
Environmental Assessment Method
(BREEAM)
All eligible Wereldhave centers are BREEAM-certified as “very good” or higher
1
. Our De
Koperwiek and Belle-Île centers will be certified in 2022, and Sterrenburg after redevelop-
ment. In 2021, we also started the certification process for our Shopping 1 center in Genk.
From next year, we also plan to extend BREEAM certificates to our Belgian offices. Our
current BREEAM certificates expire either in 2022 or 2023. See also chart opposite.
Dutch Association of Investors for
Sustainable Development (VBDO)
Wereldhave gained +2 points in VBDO’s 2021 Tax Transparency Benchmark. We were ranked
joint 20th (out of 77 Dutch companies); since 2018, we have increased our score by 9 points.
Energy Performance Certificates (EPC) Of our centers in the Netherlands, most have an A-grade EPCs: Presikhaaf (Arnhem), De
Koperwiek (Capelle aan den IJssel), Middenwaard (Heerhugowaard), Vier Meren (Hoofddorp),
Cityplaza (Nieuwegein), Eggert (Purmerend) and our locations in Tilburg. Our Roselaar and
Kronenburg centers (in Roosendaal and Arnhem, respectively) have C-grade EPCs. Our
Sterrenburg center in Dordrecht has a D-grade, but is currently under development. From
2022, we plan to certify a majority of our shopping locations in Belgium.
European Public Real Estate Association
(EPRA)
Wereldhave won a sixth gold for its sustainability reporting from EPRA.
GRESB Real Estate Assessment For the eighth consecutive year, Wereldhave earned a five-star rating from GRESB Real Estate
Assessment; overall, we ranked second in the European-listed real estate sector.
Institutional Shareholder Services (ISS) ESG
corporate rating
In 2021, ISS-ESG rated Wereldhave as C+ Prime, unchanged from the previous year, putting
us in the top 10% of rated companies. ISS-ESG also reviewed our current Green Finance
Framework (see page 28).
MSCI ESG
MSCI ESG upgraded Wereldhave to A from BBB to reflect recent improvements in the Compa-
ny’s sustainability performance.
1 For either “asset” or “management”
For more information on our social and environmental
performance, see pages 162-170.
Wereldhave CDP score (2015-2021)
2015
2016
2017
2018
2019
2020
2021
C- C B- B A- A
CDP – formerly Carbon Disclosure Project.
21
55
24
BREEAM-certified centers and other properties
(shown as % of GLA)
Excellent
Very good
Not certified
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Outlook
Economic conditions
Economies in our main markets will continue to grow in
2022. The pace of growth will be slower, however, after the
strong rebound seen in 2021. Growth will be driven
essentially by private spending, with consumers continuing
to draw down on savings made during the first year of
pandemic and interest rates likely to remain low. Inflation
will continue rising, going into 2023 – a result mainly of
higher energy prices. Governments will continue with
theireconomic recovery plans, though Covid-19 support
measures will ultimately depend on the progress of
thepandemic and the Ukraine crisis.
Retail market
E-commerce will continue its recent expansion, fueled by
the pandemic. Bankruptcies may increase as governments
end financial support. But, in our main markets, we expect
company failures to remain at relatively low levels. We
expect that high energy prices and high inflation due to the
Ukraine crisis will impact consumer spending power.
Restructuring is expected to continue, with retailers moving
1 According to the Dutch Green Building Council, the built environment accounts for nearly 40% of the Netherlands’ energy consumption and almost a third of the country’s CO
2
emissions.
2 This package also includes a taxonomy of sustainable activities, and new sustainability reporting rules for asset managers and other financial market participants (the Sustainable Finance Disclosure Regulation – SFDR).
3 Internal rate of return (unlevered).
to a more hybrid model (combining online and physical
stores). Food retail, furniture, and DIY will continue to
benefit from the pandemic – though rising inflation may
curb consumers’ discretionary spending. In our centers, we
are also experiencing increased demand from F&B
operators and healthcare. Valuations are stabilizing – or
even increasing slightly – in both Belgium and the
Netherlands. We expect this trend to persist in 2022.
Social & environmental
Covid-19 put more focus on social issues; in many major
economies, inequalities widened with the pandemic. In
business, there is greater emphasis on diversity and social
responsibility. At the same time, climate issues remain
important, especially following the COP-26 meeting in
Glasgow in November 2021. European governments have
put climate at the center of their economic recovery plans,
post-pandemic. Real estate will remain a focus of regulators,
given its significant contribution to carbon emissions
1
. In
addition, there is a stronger link between sustainability and
financing, as evidenced by our Green Finance Framework,
renewed for another three years in 2021. Companies will
also be required to report more on social and environmental
issues; the EU’s new Corporate Sustainability Reporting
Directive is due for adoption later in 2022, part of the EU’s
sustainable finance package
2
.
Financial & strategic performance
With recent divestments, we are going into 2022 in a
much stronger financial position. As a result, we will be able
to step up investment in our strategy; we expect to have
delivered the first five Full Service Centers before the end
of 2022. In doing so, we will pursue our strict approach to
capital management – we will continue with our minimum
hurdle rate of 6%
3
. We are committed to further strengthening
our balance sheet, reducing our loan-to-value ratio to
35-40% by the end of 2022. To do so, we are pressing
ahead with the sale of our two remaining centers in France
– in Bordeaux and Argenteuil. Gains from residential
investment will also help us meet our LTV target – and
offset the effect of higher capital expenditure.
We expect continued economic growth in 2022 – though at a slower rate than in 2021. Much will depend on the progress of the Covid-19
pandemic and the Ukraine crisis. Valuations should further stabilize during the year, while social and environmental performance will continue
to be important. As forecast previously, we expect our direct result per share to bottom out in 2022 at € 1.50-1.60 before returning to annual
growth of 4-6%. After disposals in both Benelux and France, our focus in 2022 will be on our Full Service Center transformations.
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Introduction Performance & outlook
Outlook
Wereldhave’s aim is to become the market leader in FSCs in
the Benelux, improve our customer experience and
broaden our digital capabilities. Fundamentally, we are
well-positioned to deliver on our strategy. Through our
LifeCentral strategy, we will work to transform our assets,
adapting them to new market realities, restoring the retail
balance and adding new functions and uses.
Transforming our locations into FSCs will be carried out
alongside our continued disposal program. This will further
lower our debt and strengthen our balance sheet.
In 2022, we anticipate our direct result per share (DRPS) will
further decrease to a low-point of € 1.50-1.60. This has
already improved from the trough DRPS of € 1.40-1.50 we
communicated earlier. As of 2023, we expect our DRPS to
return to an annual growth of between 4% and 6% driven by
the completion of our Full Service Centers, a bottoming
retail rental market and further cost savings.
Wereldhave will propose a dividend for 2021 of € 1.10 per
share. With regard to the 2022 dividend, our aim is to return
to a pay-out ratio of 75-85% of our direct result, as set out in
our dividend policy, albeit at the lower end of the this range.
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Governance
Risk management and internal controls
Supervisory Board report
Remuneration report 2021 Wereldhave N.V.
Statement by the Board of Management
Alternative performance measures
Governance
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Introduction Governance
Governance
Legal structure
Wereldhave N.V. is a real estate investment company,
listed on Euronext Amsterdam and included in the AScX®
Index. The Company was founded in 1930 and is listed
since 1947. Wereldhave has the fiscal status of an
investment institution, so it is subject to a 0% corporation
tax rate in the Netherlands (other than for development
activities in the Netherlands). Its Belgian investments
consist of a 65.9% interest in Wereldhave Belgium N.V.,
a tax-exempt investment company with variable capital
listed on the Euronext Brussels Stock Exchange. The
investments in France are subject to the SIIC (Société
d’Investissements Immobiliers Cotée) regime.
Wereldhave has a two-tier board structure. Additional
regulations for the Boards are set out in the Governance
Charter of Wereldhave which can be downloaded at
our website.
Board of Management
The members of the Board of Management are jointly
responsible for the management and running of
Wereldhave N.V. and its subsidiaries, with due respect
for their roles and tasks. The CEO takes the lead in this
and is the main point of liaison for the Supervisory Board.
The Board of Management is accountable to the
Supervisory Board and to the General Meeting of
Shareholders.
The Board of Management consists of Mr. Matthijs Storm
(CEO) and Mr. Dennis de Vreede (CFO). The Board is
supported by a management team of the three Country
Directors and supported by the Company Secretary.
The management team does not qualify as an executive
committee. The members of the Board of Management
are the statutory directors of the Group’s real estate
companies and as such, solely responsible for the decision
making. The Board of Management is appointed and
dismissed by the General Meeting of Shareholders, from
a nomination to be drawn up by the Supervisory Board.
The members of the Board of Management have been
appointed for a period of four years. The agreements
contain a break option with a four months’ notice and
a maximum severance payment of one year’s salary.
Supervisory Board
The role of the Supervisory Board is to supervise the
strategy and the business of the Company and its
subsidiaries, as well as to support the Board of
Management by providing advice. The Supervisory Board
shall be guided by the interests of the Company, taking
the interests of the Company’s stakeholders into account.
The Supervisory Board has two standing Committees,
an Audit Committee and a Remuneration and Nomination
Committee.
The Supervisory Board of Wereldhave N.V. currently consists
of three members. The independence requirements referred
to in best practice provisions 2.1.7 to 2.1.9 inclusive of the
Dutch Governance Code have been fulfilled and all members
meet the independence criteria. The members of the
Supervisory Board and its Committees are: Mr. Adriaan Nühn
(Chair Supervisory Board and member Remuneration
and Nomination Committee), Mr. Hein Brand (Chair Audit
Committee) and Mrs. Françoise Dechesne (Chair Remuneration
and Nomination Committee and member Audit Committee).
The profile for members of the Board as well as brief
resumes can be found at the Company’s website.
Governance
Wereldhave is committed to a high standard of Corporate Governance. We adhere to strict principles of business ethics
and the adequate provision of forward-looking information. Transparency is a key cultural value to us. The Company’s
business ethics are embedded in the Business Integrity Policy and the Code of Ethics for employees, which is published
on our website www.wereldhave.com.
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Governance
At the AGM on April 26, 2021, Mr. Nühn was reappointed for
a term of four years and Mr. H. Brand was reappointed for a
term of three years.
The Supervisory Board maintains regular contact with the
external auditor and focuses on the effectiveness of the
Company’s internal risk management and control systems
and the integrity and quality of the financial reporting.
The Supervisory Board has joint responsibility and acts
without a mandate and independently of any particular
interests associated with the company.
Committees of the Supervisory Board
The Audit Committee’s main role is to oversee financial
accounting and reporting, internal control and risk
management. In this context, the Audit Committee
examines and reports to the Supervisory Board on matters
such as (interim) financial reporting and accounts, asset
valuations, risk management, accounting methods, finance
and tax planning and the relationship with the internal and
external auditors.
The remuneration committee and the selection and
appointment committee have been combined in one
committee, the Remuneration and Nomination Committee.
The committee’s main role is to prepare the Board meetings
with respect to selections and nominations, evaluations and
remuneration levels and succession planning.
General Meeting of Shareholders
At least once a year, a General Meeting of Shareholders
will be held. The agenda of the Annual General Meeting
of Shareholders shall in each case contain the report of the
Board of Management, the dividend policy, the adoption
of the financial statements, the report of the Supervisory
Board, the remuneration report and the proposal to
distribute dividends or other distributions. Resolutions to
release the members of the Board of Management and
Supervisory Boards from liability for their respective duties
shall be voted on separately.
Requests of investors who solely or jointly represent 1%
of the issued capital to place items on the agenda of
the General Meeting of Shareholders shall be honored if
such requests are submitted to the Board of Management
or the Supervisory Board at least 60 days before the
scheduled date of the Meeting, unless, in the opinion of
the Supervisory Board and the Board of Management,
there are vital interests of the Company opposing the
inclusion of such item or items in the agenda. The resulting
discussion in the General Meeting should not affect the
orderly course of the Meeting.
The secretary of the Company will take minutes of the
proceedings at the meeting. The minutes will be signed by
the Chairman of the Meeting and the Company Secretary. In
principle, the minutes will be published on the Wereldhave
website within one month after the Meeting and copies of
such minutes are available free of charge on request.
Wereldhave pursues increased shareholder participation
at its general meetings, by making proxy forms and voting
instructions available online, by enabling voting via internet
prior to the meeting and by contacting the known larger
shareholders to question them to attend or vote. The
attendance rate at the AGM on April 26, 2021 stood at 37%
of the issued share capital. The meeting approved the
proposal to repurchase shares, but voted against the
proposal to grant the authority to the Board of Management
to issue shares. The voting results were analyzed and the
largest voters against were consulted about their
objections. The Board has explained the importance of the
topic from a business perspective. During the year 2021, no
shares were issued or repurchased except as part of the LTI
scheme.
The policy on communications between the Company and
its shareholders can be found at the Company’s website.
Protective devices
The protective devices consist of the possibility to issue
preference shares up to 50% of the issued share capital
(less one share), calculated after issue.
The contract between the Company and the Foundation in
relation to the preference shares Wereldhave entails the
granting to the Foundation of the right to, on a continuous
basis, take, if necessary in tranches, preference shares up
to a maximum of, after exercise, 50% of the issued capital
(less one share). Both parties have the interim right to
cancel the agreement. Following the issue and subsequent
repurchase or withdrawal of the preference shares, the
Company intends to discuss the protective devices with the
General Meeting of Shareholders.
The objective of the Foundation, in accordance with article
2 paragraph 1 of its articles of association, is to promote the
interests of Wereldhave, of the companies affiliated to
Wereldhave and all stakeholders, whereby the foundation
also takes into account maintaining the independence,
continuity and identity of the Company.
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The Board of the Foundation consisted of Mr. P. Bouw
(Chairman), Mr. S. Perrick and Mr. R. de Jong. The
Foundation is independent from the Company within
themeaning of section 5:71 paragraph 1 under c of the
Financial Supervision Act. The foundation does not hold any
shares in Wereldhave at present.
The Foundation intends to take preference shares if, amongst
others, a threatening situation occurs where a significant
interest might come in the possession of legal entities or
persons who possibly aim to acquire control over the
Company without the involvement of the Board, without
guarantees with respect to the independency and continuity
of Wereldhave and its affiliates and without the possibility
to safeguard the interests of employees, other shareholders
and other parties related to Wereldhave or, affiliated
companies, or without the real value of the Wereldhave
shares being reflected in a take-over bid, or if power is,
ormay be exercised with the intention to amend the
strategic policy which is determined by the Board and
Supervisory Board.
Wereldhave and the Foundation have agreed that the
Foundation can request the Company to withdraw or buy
back the shares six months after issuance of the preference
shares. In addition, Wereldhave is obliged to convene a
general meeting of shareholders within eighteen months
after the issuance date of the preference shares, where
the withdrawal or buy back of the preference shares will be
put on the agenda. These contractual clauses imply that the
issue of any preference shares is intended as a temporary
protective device.
ESG engagement
Wereldhave has dedicated governance in place for
Environmental, Social & Governance (ESG); this helps us
achieve our sustainability goals. At board level, our CFO
is responsible for Wereldhave’s sustainability policy;
the Group ESG manager reports directly to the CFO.
ESGreporting is integrated into management reporting,
with quarterly updates from country units on sustainability
performance and progress against our KPIs. All data
collected through quarterly reports is verified to ensure
the quality of the information.
Implementation of our sustainability policy is overseen
bythe Group ESG Manager in cooperation with individual
initiators in each country. Individual managers are
responsible for implementing sustainability in their own
departments. Projects contributing to achievement of our
targets are integrated into Wereldhave’s budget
businessplans.
With this governance structure, Wereldhave is able to
embed sustainability more effectively into its daily
operations.
Dutch Corporate Governance Code
In the scope of the Dutch Corporate Governance Code, as
amended in 2016, the Company maintains a reconciliation
table in which is set out how the principles of the Corporate
Governance Code are complied with. This reconciliation
table is published on our website.
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Risk profile
As a retail property investor in the Netherlands, Belgium
and France, Wereldhave is particularly sensitive to factors
that impact demand for space from retailers. This is
primarily driven by customer behavior. A decline in
customer footfall and spending may lead to a lower demand
for space, with negative impact upon:
• The value of our assets
• Occupancy rates, rental levels and subsequently rental
income
• Property market liquidity for acquisitions and disposals
In addition, (local) governmental decisions such as the
introduction of paid parking can severely impact footfall and
retail sales, thus putting a pressure on rent. Ease of access
of our centers is an essential element in the customers’
choice where to go for shopping.
Risk Management
Wereldhave is focusing on the preservation of its reputation,
assets, competitive advantage and profits, applying enterprise-
wide risk management (ERM). ERM is the process of
systematically identifying, analyzing, evaluating and mitigating
risks that may impact the achievement of our corporate
objectives. We consider risk management to be an essential
ingredient of good corporate governance. Better under-
standing of risks and taking mitigating measures enables
Wereldhave to prevent risks to actually occur, minimize losses
of incidents and to optimally benefit from opportunities.
Riskmanagement and internal control is embedded in the
organization using these five interrelated components:
1. Governance and Culture: Governance sets the
organizational tone, establishing oversight
responsibilities for risk. Culture pertains to our Code
of Ethics and the understanding of the risks we are
exposed to.
2. Strategy and Objective-Setting: A risk appetite is
established and aligned with our strategy; business
objectives put strategy into practice while serving as a
basis for identifying, assessing, and responding to risk.
3. Performance: Risks that may impact the achievement of
strategy and business objectives need to be identified
and assessed. Risks are prioritized by severity in the
context of our risk appetite. We select appropriate risk
responses and review the risk we run at a portfolio level.
We aim to be transparent about this exposure towards
our key risk stakeholders.
4. Review and Revision: By reviewing entity performance,
we evaluate the performance of our enterprise risk
management components over time and review what
changes are needed.
5. Information, Communication, and Reporting: We regard
enterprise risk management as a continuous process of
obtaining and sharing necessary information, from both
internal and external sources, which flows up, down, and
across the organization.
Wereldhave adopts the so-called ''three lines of defense”
when it comes to managing risks. The overall responsibility
for establishing, operating and monitoring risk management
and internal controls is with the Board of Management, from
which the CFO is contact point for risk management and
internal control activities. The primary responsibility for
managing risks is with the business, meaning country
managers and their direct reports. On the group level
Wereldhave has several staff departments which support in
managing specific risk areas. The Finance and Control team
facilitates and monitors the overall risk management
process. The third line of defense is the internal audit. Risk
management is a full Supervisory Board topic to ensure
sound risk management and internal control systems are
maintained. Reports are always discussed in full in the
Supervisory Board, the Audit Committee prepares but does
not filter or select.
The internal auditor assesses the design and operating
effectiveness of internal controls and risk mitigating
measures and reports to the Board of Management. The
internal auditor has a direct escalation reporting line to the
Audit Committee. Wereldhave has outsourced the internal
Audit Function to BDO. The internal Audit plan is discussed
with and approved by the Board of Management, followed
by the review and approval of the Supervisory Board.
The internal Audit plan priorities are directly derived from
Wereldhave’s latest annual risk assessment and focused in
2021 on our leasing process including covid-19 arrangements,
data management and compliance as well as the CSR
reporting process.
Risk management and internal controls
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Risk management and internal controls
Fraud risks form an integral part of our risk assessment.
A variety of controls is in place ranging, ranging from a strict
code of conduct outlining our business integrity principles
to integrity awareness training and enforcing segregation
of duties for key operational and financial transactions.
Wereldhave is continuously working on automating its
business processes to ensure transactions are processed in
a more effective and efficient way. As part of these projects,
we always consider embedding internal controls in the
IT systems that we purchase or develop. The Board of
Management considers the controls in place as sufficient
and adequate to control the fraud risk.
Strategic objectives of our strategy
We aim to position our centers as Full Service Centers in
close proximity of dense urban areas, to fulfil daily needs of
life. Our centers should offer a broad range of partnerships
and services to support tenants in doing better business
and empower people to live a more well-balanced everyday
life close to home. Together with all partners within the local
eco-systems we will build full-service platforms to make
every day count.
Our strategic long-term objectives are to:
1. Grow rental income and drive property returns of our
assets to create value
2. Become a customer oriented Company
3. Attract and retain tenants
4. Be responsible, ambitious and innovative
5. Maintain strong and flexible financing
The high impact risks of the Group are periodically
reviewed by the Board of Management and Supervisory
Board. The high impact risks in relation to our strategy are
presented on the following pages. In comparison to 2020,
no new high impact risks were identified. The arrow depicts
how the high impact risk assessment changed during the
year in comparison to 2020. Controls have been designed,
both preventive and detective, to mitigate risks as far as
possible. These controls are embedded in our business
processes and defined in our Internal Control Framework.
Climate-related risks, both physical as the transition to a
lower-carbon economy, are part of our risks assessments.
The main focus of our risk assessments is the direct effect
of transitional risks, such as the need to meet regulatory
standards or future tenant needs. Paris-Proof carbon
roadmaps address this risk and are integrated in the
redevelopment or maintenance planning of our assets to
achieve the 2030 emission reduction target of 30% and are
an input to the valuations of our investment portfolio. Direct
effects of physical risks are included in our BREEAM-in-use
assessments. We have concluded that the effect of climate-
related risks do not have a material impact on accounts and
disclosures, including judgments and estimates in the
financial statements.
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Risk
Key controls Relates to strategic objective: KPI’s
Preventable
A
Access to Equity markets
• Investor relations stakeholder engagement
• Conference calls on results
• Investor relations reports to Supervisory Board
• Frequent consultations of large shareholders
Change
during year:
• Share price
• Discount to NAV
• TSR
B
Availability and costs of finance
• Treasury Policy
• Continuous dialogue with financiers
• Green financing framework
Change
during year:
• Average interest rate
• Duration
• Spread of funding
• LTV
C
Attract and retain tenants
• Monthly operational reporting on leasing activity and funnel,
occupancy, visitor and sales developments
• Category leasing management
• Data sharing to assess performance
• Sustainability committee per center
• Key tenant management
• Network and leads
Change
during year:
• Total return
• Total property return
• Total shareholder return
• NPS
• Footfall
• Tenant feedback
• Retail balance
D
Development risks
• Monitoring to prevent cost and time overruns
• Pre-letting conditions
• Recurring external appraisals
• Investment proposals
• Post-completion analyses
Change
during year:
• Total return
• Total property return
• Total shareholder return
Our strategic long-term objectives are to:
Grow rental income and drive property returns
of our assets to create value
The high impact risks of the Group in relation to our strategy are:
Become a customer
oriented Company
Attract and
retain tenants
Be responsible, ambitious
and innovative
Maintain strong and
flexible financing
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Risk
Key controls Relates to strategic objective: KPI’s
Preventable
E
Change of culture
• Number of new concepts launched
• Multiple income streams
• Digitalization of processes
• Monitoring organizational costs
• Attract and retain top talents
• Customer centricity
Change
during year:
• NPS
• Footfall
• Tenant feedback
• Employee satisfaction
• Staff turnover ratio
F
Regulatory compliance
• Safety and emergency plans including regular safety checks
• Monitor changes in zoning regulations
• Monitor changes in legal and tax landscape
Change
during year:
• Total return
• Total property return
• Total shareholder return
Strategic risks
G
Failure to find the right response
tochanging market conditions
orfailure to execute the new
strategy correctly
• Annual budget cycle: bottom-up from asset level business
plans to consolidated budget
• Disciplined IRR driven asset selection
Change
during year:
• Total return
• Total property return
• Total shareholder return
H
Maintain tax status of tax
exemptinvestment institution
in NL, BE and FR
• Monitor regulatory requirements
• Monitor trends and developments in political landscape
• Consult and discuss with tax authorities
Change
during year:
• Total shareholder return
I
Achievement of
sustainabilitytargets
• Quarterly KPI reporting
• Benchmarking
• BREEAM certification
Change
during year:
• Total return
• Total property return
• Total shareholder return
• Sustainable development
goals
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Risk
Key controls Relates to strategic objective: KPI’s
External
J
Decreasing property values
• Regular internal and external appraisals
• Disciplined hold/sell analyses
Change
during year:
• ICR
• Total return
• Total property return
• LTV
K
Events and emergencies
• Monitor terrorism threat levels
• Cyber-attack sensitivity assessments
• Insurance for physical damage and business interruption
• Response procedures for (pandemic) events
Change
during year:
• Total return
• Total property return
• Total shareholder return
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Dear Stakeholders,
The impact of Covid-19 is still continuing, with the
Netherlands just coming out of a third lockdown for the
Omicron wave. All over Europe, infection rates are at
extremely high levels. It implies an impact on footfall,
tenantturnover and thus lower sales based rents and
compensation requests from tenants that have to shut
theirstores. Negotiations with Dutch tenants about the
compensation to be paid will become less protracted, now
that the Supreme Court of the Netherlands has rendered a
judicial verdict on how to calculate the impact of a loss in
turnover and how to share the burden of the unforeseen
circumstances of Covid-19 between tenant and landlord.
In 2021, the Supervisory Board saw three key issues: the
cash collection rate, the liquidity from refinancing and
disposals and the exit from the French market. The cash
collection rate was discussed as a recurring topic in all
meetings. Wereldhave made good progress on the Dutch
disposal program. In the first half of 2021, the shopping
centers in Amersfoort, Etten-Leur, Maassluis and Rijswijk
were sold. Particularly the disposals of Etten-Leur and
Rijswijk in the Netherlands were below book value. It was
atough decision, but the disposals dovetail the Company’s
strategy, because even at the disposal price the IRR was
below target. These centers struggled because of their
location, shared ownership, high vacancy and paid parking.
In addition, these disposals contributed to a decrease in the
LTV, which improved Wereldhave’s refinancing capabilities.
The decision to dispose of four French shopping centers to
Lighthouse Capital for € 305m was discussed at length in
several Supervisory Board meetings. The Supervisory Board
ascertained the fairness of the transaction level with an
independent expert opinion, which was discussed with the
valuator without the Board of Management being present.
The Supervisory Board also discussed the prospects for
the value development of the remaining two assets as well
as the prospects for a future disposal. Although this was
a painful decision, the Board decided that the disposals
were vital to improve the liquidity profile and to enable
the Company to continue the execution of LifeCentral, the
strategy of transformation of the shopping center portfolio,
This has become even more important as the market shake
out of weaker retailers continued its accelerated pace due
to Covid-19 measures.
Now the proceeds from disposals and new financing
arrangements have come available, disciplined acquisitions
and focus on general costs have become even more
important. The two remaining French assets are to be sold
when markets rebound. General costs development has
been a recurring focus item throughout the year.
Composition and meetings of
the SupervisoryBoard
The Supervisory Board consists of three members.
TheBoard is chaired by Mr. Adriaan Nühn, who
wasreappointed in 2021 for a period of four years.
Mr.HeinBrand, the Chair of the Audit Committee, was
also reappointed in 2021, but for a period of three years.
Theoverlapping expirations allow for a gradual change in
composition of the Board. Mrs. Dechesne is a member of
the Audit committee and she chairs the remuneration and
nomination committee. Mr. Nühn is the other member of
the latter committee. Diversity within the Supervisory Board
is at 33%, in line with the targets as set in Wereldhave’s
Governance Charter.
With a Board of Management of only two persons,
Wereldhave focuses on diversity targets at the level of
the Management Team. In December 2021, Katja Stello was
appointed Chief Marketing Officer and became a member of
the Management Team effective January 2022. The female
gender representation of the Management Team has become
20% consequently. The Supervisory Board is pleased
with the improvement, which is however still below target.
The female gender representation at senior management
level in the Netherlands and Belgium is 57%.
A total of ten Supervisory Board meetings was held in 2021,
with an overall attendance rate of 100%. Given the limited
size of the Board, it was decided to combine the meetings
of the Audit Committee with the meetings of the Supervisory
Board. The meeting starts with the discussion of the audit
related topics. Mr. Hein Brand chairs this part of the meeting
and Mr. Nühn, who is not a member of the Audit Committee,
also attends and participates in the discussion.
The second part of the meeting is the regular Supervisory
Board meeting for the non-audit related topics such as
strategy, operations, investments and divestments.
Supervisory Board report
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Supervisory Board report
The Supervisory Board is pleased with the improved LTV
and the operational performance of the Company during
2021 and wishes to express its gratitude towards all officers
and staff of the Company for the relentless efforts to drive
the performance of the Company, particularly in France,
where most employees were facing the termination of their
employment once the disposals were completed. Loyalty
has remained firm throughout the entire process.
Financial statements
The Board of Management submitted the 2021 financial
statements and the Board’s Management Report to the
Supervisory Board. The Supervisory Board recommends
the doption of these financial statements. The financial
statements have been audited by KPMG, who issued
an unqualified auditor’s opinion. The Supervisory Board
discussed the audit report and the auditor’s opinion with the
auditor. The members of the Supervisory Board approved
the accounts and signed the 2021 financial statements.
TheBoard of Management assessed that the 2021 results
and the current liquidity position allows to distribute a
dividend of € 1.10 in cash per share to the shareholders, in
compliance with the fiscal dividend distribution requirement
for the year. The Supervisory Board supports this proposal.
Strategy update
In December 2021, the Supervisory Board held an extra
meeting to discuss the impact of market developments on
the Company strategy. The Board notes that in spite of
continuing lockdowns from Covid, Wereldhave’s LifeCentral
strategy has become even more important. In the year
2022 results are to bottom out as the transformation of the
portfolio starts to bear fruit. Spearheads for the full service
center strategy are Les Bastions in Tournai (transformation
completed) and Kortrijk Ring shopping center in Belgium
and Presikhaaf in Arnhem (transformation completed), Vier
Meren in Hoofddorp, Sterrenburg in Dordrecht and Tilburg
city center in the Netherlands. Wereldhave management
and staff are working hard to prepare other future FSC
projects as well. Ultimately, Wereldhave aims to become
market leader for FSC’s in the Benelux.
Financing
The Supervisory Board actively monitors the financing of
the Company, including the balance sheet and the available
headroom against the loan covenants. The disposal
proceeds were, among others, used to repay maturing debt
and to reduce drawings under revolving credit facilities,
thus freeing up liquidity headroom significantly, whilst the
LTV improved. A € 120m green financing facility was
arranged in the Netherlands. In Belgium, corporate bonds
were issued by Wereldhave Belgium for an amount of
€ 32m and a € 50m bank loan was refinanced with a term
of four years. All financing transactions were in the scope of
the Green Financing Frameworks of the Group.
The debt profile and the refinancing strategy is discussed
regularly with the Board of Management. Other recurring
financial items that were discussed are dividend levels, the
budget, the outlook and guidance, theachievement of the
financial objectives from the 2021budget, the management
agenda and the portfoliovaluations.
Operations
Operational performance is a recurring topic on every
meeting of the Supervisory Board. The development
projects and the associated required capex investments are
also a standard topic. The managing directors of Belgium,
the Netherlands and France presented their budget and
plans for the year 2022. The country budgets form the basis
for the Groups consolidated budget, which is also discussed
in the December meeting of the Board. CSR investments
as well as the Customer Experience expenditures are part
of the business plans per asset, which ultimately lead to a
bottom-up consolidated budget. The budget for 2022 was
discussed and approved in the Board’s meeting in
December 2021.
Sustainability
The Supervisory Board is pleased that Wereldhave
continued its 8 year streak of a 5-star GRESB rating.
Thisranks Wereldhave number 2 within the space of listed
European shopping center companies. Wereldhave’s
sustainability ambitions are aligned with 6 of the 17
Sustainable Development Goals of the United Nations.
In 2021 Wereldhave also received its sixth Gold Award
forbest practice sustainability reporting from the European
Public Real Estate Association (EPRA). MSCI ESG upgraded
Wereldhave to an A rating from BBB for its sustainability
performance.
The Supervisory Board is pleased to see the progress in
setting targets to meet the Company’s 2030 SBTi climate
and 2045 Paris net-zero targets. By the end of 2021,
roadmaps were in place for seven Dutch and two Belgian
locations, including budgeting of capital expenditure required.
Risk Management
The Supervisory Board considers risk management to be a
full Board topic, prepared by the Audit Committee. The risk
management framework was redesigned in 2019 and
reviewed in 2020 and again reviewed in February 2022.
The Internal Audit function is performed by BDO.
Theinternal Audit plan for 2021 was discussed and agreed
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in February 2021, with specific focus on the divestment
process in each country and the treasury procedures for
monitoring covenant compliance.
The findings were discussed in multiple sessions in the
combined meetings of the Audit Committee and the
Supervisory Board.
Culture
The Supervisory Board continued the practice that country
managers and key employees regularly attend its meetings
for a presentation and discussion of their key focus points.
Several heads of staff attended the meetings, with
presentations on corporate branding, customer experience,
tax and legal risks and ICT.
Culture within the Group was discussed twice in 2021.
TheHR director presented the outcome of the employee
satisfaction survey and in October 2021, the assessment of
the top-25 employees was presented and discussed.
Remuneration levels and retention tools, particularly in
France, were also discussed with the Board.
The Board of Management continued to use livestream
sessions with Q&A’s to update the entire staff. The culture
within the Company is gradually shifting towards an open,
less hierarchical and creative environment. The number of
creative ideas to improve the operational performance, the
attractiveness and the competitiveness of Wereldhave’s
shopping centers are the ultimate proof of this cultural
change towards a truly customer oriented strategy.
Corporate Governance
Wereldhave is compliant with the Dutch corporate
governance code. With the approval of the new
remuneration policy by the AGM in April 2020, the last
deviation to this Code was eliminated. A breakdown of
Wereldhave’s position per best practice recommendation
ofthe Code can be found on the website. The Governance
Charter was updated in 2020, to reflect the division of roles
and responsibilities of the Board members, the composition
of the Management Team and the addition of a related party
transaction policy. The Governance Charter also describes
our diversity policy.
Evaluation of performance
The Supervisory Board used external assistance to assess
the functioning of the Board and its members. The outcome
of an independent and external questionnaire was
discussed in the December Supervisory Board-only
meeting. Overall, the Supervisory Board is satisfied with the
outcome. In spite of the plans to increase the number of
informal meetings, this still is an item for improvement.
Inaddition, the Board has assessed that it regularly invite
external experts to provide an update as a basis for
discussions with the Board of Management.
The evaluation of the Board of Management was performed
in December 2021. The Supervisory Board decided to
nominate Mr. Dennis de Vreede, CFO, for reappointment
fora period of four years, thus ending in April 2026.
Theremuneration levels remain unchanged.
No transactions with a potential conflict of interest with
Supervisory Board members were reported by members
ofthe Supervisory Board in 2021.
Audit Committee
The Committee consists of Mr. H. Brand (Chair) and
Mrs.F.Dechesne. The Audit Committee’s main role is to
oversee financial accounting and reporting, internal control,
risk management and the external auditor including auditor
independence. In this context, the Audit Committee
examines and reports to the Supervisory Board on matters
such as (interim) financial reporting and accounts, asset
valuations, risk management, accounting methods, finance
and tax planning and the relationship with the auditor.
TheAudit Committee held five regular meetings in 2021 to
discuss the 2020 FY results, the Annual Report for 2020,
the quarterly results for 2021 and the budget for 2022.
Allmeetings were attended by the Company’s CEO and
CFO and the Company Secretary, as well as the external
auditor. The attendance rate of the meetings was 100%.
The Audit Committee regularly convened with the external
auditor, without the Board of Management. The regular
items on the agenda include the financial results and
financial statements, the annual accounts, the property
valuations, the internal and external audit plans, findings
and opinion, the liquidity profile and financing of the
Company, interest rate and currency risks, legal risks and
tax risks and the in control statements. In addition, the Audit
Committee monitors operational performance against the
budget and reviews investment and divestment proposals.
The external valuations for the standing portfolio were
discussed with the auditors twice a year. The proposal to
pay a dividend in respect of 2021 at €1.10 per share was
approved in February 2022. This is below the pay-out ratio
Wereldhave pursues for the longer term. The retained funds
will be used to strengthen the financial ratios, also in view of
the ongoing shake-out of weaker retailers due to Covid-19
and the accelerated need for transformation. The audit plan
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2021 by KPMG was discussed and approved in the July
meeting of the Audit Committee. KPMG was reappointed
in 2021 for the financial years 2021 and 2022. The year
2021 will be the final year for Mr. H.D. Grönloh to act as lead
partner. His successor Mr. W. Paulissen was introduced to
the Supervisory Board in the July meeting. The year under
review was used to provide for an extensive introduction to
the Company.
The Internal audit function is outsourced to BDO. The Audit
Committee ascertained that the internal audit function
performed well. The internal audit plan was updated in
relation to the new strategy in March 2020. The materiality
threshold as applied by KPMG is set out in the Audit
opinion. The Audit Committee ascertained that all audit
findings in excess of the reporting threshold, adjusted and
unadjusted, will be reported by the auditor.
Remuneration and Nomination Committee
The Committee consists of Mrs. F. Dechesne (Chair) and
Mr.A. Nühn. Two meetings were held in 2021, in February
and September. In December, Mr. Hein Brand attended a
Works Council meeting, upon invitation by the Council.
There were no changes to the remuneration policy and
remuneration levels did not change. The Committee is
stillconvinced that although Covid-19 has heavily
impactedsome of the KPI’s, no deviation to the policy
willbe proposed to the AGM. The chosen targets seem
stilladequate.
The committee also prepared the evaluation of the
members of the Board of Management.
There are no upcoming expirations for Supervisory
Boardmembers.
Related party transactions
In the year under review there have been no business
transactions with members of the Board of Management nor
the Supervisory Board in which conflicts of interest may
have played a role. Any business transactions between
the Company and members of the Board are published in
the Annual Report.
Finally
The Supervisory Board notes that 2021 has been the
second year with challenges from Covid-19. It was also a
year in which large changes to the composition of the
portfolio were achieved. The Supervisory Board would like
to thank the Board of Management as well as the entire
staff for their achievements and loyalty to the Company.
On behalf of the Supervisory Board,
Adriaan Nühn,
Chairman of the Supervisory Board
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Chapter 1:
Wereldhave N.V. remuneration policy
2021 onwards
The remuneration policy 2020 and onwards was adopted
by the General Meeting of Shareholders on April 24, 2020.
Our remuneration policy was designed by considering
current market and best practices, the Dutch corporate
governance code and the Dutch implementation of the
European Shareholder Rights Directive (“SRD II”). It is
aligned with our customer centric strategy. Successful
commercial real estate goes beyond shopping and assets.
Itshould offer a broad range of partnerships and services
tosupport tenants in doing better business and empower
people to live a more well-balanced everyday life close to
home. Together with all partners within the local eco-systems
we will build full-service platforms to make every day count.
Wereldhave applies a total return approach. We use forward
looking IRR for hold/sell analyses, invest in assets at
densely populated areas and well-connected mixed-use
locations, create sector and geographic scale to allow for
an efficient service platform, invest in undermanaged assets
that meet our strategic criteria and dispose of assets that do
not meet the IRR threshold.
We therefore measure our success by the total return of
our assets (EBIT plus valuation result), customer satisfaction,
as expressed in the Net Promoter Score as well as the
footfall of our assets. These KPI’s have been selected as
the drivers for variable short-term pay. The indicators are
used throughout the organization for incentive schemes,
to enhance the alignment of pay with performance of the
strategic goals.
The goals of the remuneration policy for members of the
Board of Management are to align individual and company
performance, strengthen long-term commitment to the
company, and attract, motivate and retain the best
executive management talent, whilst creating alignment
with stakeholders.
The essential qualifications comprise not only knowledge
and experience in the field of real estate, but also the
prerequisite management competencies. The policy aims
to safeguard the company’s performance and value growth,
whilst positioning Wereldhave as an attractive employer for
highly qualified directors.
Remuneration report 2021 Wereldhave N.V.
This report consists of three chapters. The first contains an explanation of the current policy for the remuneration
ofthe Board of Management. The second chapter contains the policy for the remuneration of the Supervisory Board.
The third contains the execution of the policy in 2021.
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Remuneration report 2021 Wereldhave N.V.
Remuneration philosophy
The following elements are taken into consideration as part
of the remuneration philosophy:
• The remuneration policy aims to attract, motivate
andretain the best executive management talent;
- As such, pay levels are benchmarked against relevant
reference markets, taking into account the relative
positioning of Wereldhave in terms of size and
complexity;
- To support the pay for performance principle, 50%
of the at target total direct compensation package
is fixed compensation and 50% is conditional upon
the achievement of performance targets; at maximum
scores, 32% of total direct compensation package
is fixed compensation and 68% is conditional upon
the achievement of performance targets.
• The remuneration policy supports both short- and
long-term business objectives (strategy), with an
emphasis on long-term value creation. Wereldhave
aimsto continuously improve, in a balanced way,
business results and the delivery on sustainability
aspirations;
- This is amongst others realized by alignment with
market and best- practices in terms of remuneration,
based on the relevant European sector and the local
cross-industry, taking into account the company’s
identity, mission and values;
- Taking into account the level of support in society,
abalanced approach is chosen. When reviewing
theremuneration policy, relevant stakeholders are
consulted, including employee representatives.
Themeasures in the incentive plans also reflect the
balanced approach:
- The short-term incentive performance indicators are
based on and aligned with the financial aspects of
the strategic review, complemented with assessment
of individual (non-financial) performance;
- For the long-term incentive, long-term value creation
is measured by means of (relative) shareholder return,
balanced by sustainability as measured by an
independent and specialized institution (GRESB).
Toemphasize the importance of long-term value
creation, the LTI comprises a relatively larger part of
variable pay, compared to the STI.
• The principles underlying the remuneration policies for the
Board of Management, executives and other employees of
Wereldhave are aligned. In this respect Wereldhave strives
for internal consistency in remuneration;
- In establishing this policy, the Supervisory Board uses
scenario analyses to estimate the possible outcomes
and decides whether a correct risk incentive is set for
the member of the Board of Management with respect
to the overall level of pay;
- Furthermore, the company’s other remuneration
programs have been taken into account, amongst
others by ensuring consistency with the company
salary structure (internal pay ratio and other pay
differential approaches), the design of incentive plans
and guidelines for salary increases for all employees.
• The policy design takes into account statutory
and other legal provisions, amongst others the
Dutch implementation of the European Shareholder
Rights Directive (“SRD II”) and the Dutch corporate
governance code.
The remuneration & nomination committee regularly
reviews the remuneration policy in order to ensure
alignment with the philosophy as presented above.
Basedon the advice of the remuneration & nomination
committee, the Supervisory Board draws up (amendments
to) the remuneration policy, consults major shareholders
and puts the proposal forward for adoption at the general
meeting of shareholders.
The total remuneration of the Board of Management of
Wereldhave N.V. currently consists of:
• Fixed income;
• Variable income;
- Short-term incentive (“STI”);
- Long-term incentive (“LTI”);
• Pension and other secondary employment benefits.
Labor market and performance peer group
The remuneration levels for Board members are based on
surveys and analyses by Korn Ferry. The Supervisory Board
regards Wereldhave as an operational company, rather
thana financial company, and compares market practice
remuneration of European peer companies to individual
benchmark remuneration.
The peer group consists of: Altarea-Cogedim (FR), Atrium
European Real Estate (AU), Citycon (FI), Cofinimmo (BE),
Deutsche Euroshop (DE), EuroCommercial Properties (NL),
Gecina (FR), Hamborner (DE), Hufvudstaden (SE), IGD (IT),
Klépierre (FR), Leasinvest (BE), Mercialys (FR), NSI (NL),
PSPSwiss Property (CH), Retail Estates (BE), Carmila (FR),
Unibail-Rodamco-Westfield (FR) and Vastned Retail (NL).
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As the listing of Atrium European Real Estate (AU) was
terminated in 2021, Capital & Regional Plc (GB) will be used
as replacement.
This peer group serves both for assessing the remuneration
levels as measuring relative Total Shareholder Return
(“TSR”) performance. Given the size of the relatively larger
Unibail-Rodamco-Westfield and Klépierre, and to position
Wereldhave around the median of the group in terms of size
(based on revenue, market capitalization, total assets and
employees), these companies are excluded for assessing
remuneration levels. To accommodate potential changes
in the labor market and performance peer group due to e.g.
a delisting, merger or other extraordinary circumstances,
the Supervisory Board may exercise discretion to substitute
comparable companies. Given the company’s headquarters
in the Netherlands, and as a second reference market,
the local cross-industry is taken into account by means of
the index in which Wereldhave is included (currently the
AScX index) corrected for size (based on revenue, market
capitalization, total assets and employees).
Fixed income:
As from January 1, 2022, fixed income per annum is set
at €577,625 for the CEO and € 416,946 for the CFO.
These amounts are fixed for the appointment period,
but are subject to indexation annually with the Dutch
Consumer Price index (Eurostat) over the period between
October31of the current year and the previous year,
whichis also applied for the Dutch employees.
Variable income: STI and LTI
The variable income amounts to a target variable income of
100% of the fixed annual income, of which 40% comprises a
short-term incentive in cash and 60% comprises a long-term
incentive in shares.
Short-term incentive
The short-term incentive score is determined by a financial
target, accounting for 50% of the STI, two qualitative and
measurable targets that are directly connected to the
strategy, each accounting for 20% of the STI, and one
nonfinancial (individual) target, accounting for 10% of
theSTI.
The targets are taken from the Company strategy, which are
fixed for the coming remuneration policy period (3-4 years).
The targets and weights are as follows:
STI Targets Weight Threshold At Target Maximum
0% score 100% score 150% score
Total return continued operating shopping centers (calculated as EBIT +
valuation result) ¹
50% of STI Return equal to MSCI retail
property return Benelux
Return 0.5% above the MSCI retail
property return Benelux
Return 1% above the MSCI retail
property return Benelux
Net Promoter Score Visitors ² 20% of STI NPS = 0 NPS = 5 NPS = 10
Average footfall increase y-o-y of continued operating shopping centers ³ 20% of STI 0% 1% 2%
Individual target Board members 10% of STI Set annually Set annually Set annually
1 Continued operating shopping centers exclude developments and refurbishments until the first transformation projects have been completed. As from this date, the performance will be calculated over continued operations including developments and refurbishments. The rationale
is that developments and refurbishments for the transformation have a negative impact on performance, while under construction. This will on the somewhat longer term be mitigated by completed transformations, however not during the initial period
2 The NPS sore is calculated as the 1-year moving average NPS score, measured over the entire portfolio of continued operating shopping centers (see 1)
3 The Supervisory Board is allowed to replace this indicator by an even more targeted indicator of average dwell time and basket size, when the required data collection for these measures becomes available
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Total property return is a measure of the ungeared return
for the portfolio and is calculated as the change in capital
value, less any capital expenditure incurred, plus net
income, expressed as a percentage of capital employed
over the period concerned, excluding land.
The net promoter score (NPS) is a management tool to
measure thecustomer experience. The NPS score is a good
way to predict client loyalty and shows the willingness to
promote the company to others. It provides a quantifiable
outcome and it is the most common tool used worldwide.
The NPS is calculated externally by a third party.
Footfall is the measure of visitor numbers, counted by
automated counters, leading to anonymized visitor
information. It is an indicator of the competitiveness of a
shopping center.
Based on performance against these targets, a minimum of
zero and amaximum of 1.5 times (150%) the short-term
incentive (of40% of the fixed annual income) can become
payable, with pro rata pay-out for performance between
threshold (50% of target) and maximum (150% of target).
Individual targets will be aligned with strategic business
priorities in a certain year and will always be measurable.
Disclosure will be made afterwards in the remuneration
report for the year. The individual targets for 2021 were
securing liquidity and disposing of at least two French
assets.
The Supervisory Board set the 2022 STI targets for
totalreturn and footfall at the same levels as for 2021.
Thetargets for the NPS score were in 2021 at +5 and +10,
but are now set at +27 at target and +32 for above target.
The individual 2022 STI targets for board members will
be disclosed in the 2022 remuneration report.
Long-term incentive
The number of shares conditionally granted under the LTI is
determined based on the closing price of the first trading
day after the share has gone ex-dividend date, immediately
after the Annual General Meeting of Shareholders of the
year in respect of which the LTI is to be granted. The vesting
period will start on the day the conditional shares are
granted.
If a dividend is paid on Wereldhave shares, the conditional
share balance will be increased by a number of conditional
shares equal to the amount of the dividend divided by the
ex-dividend share price. These additional conditional shares
are subject to the same terms as the conditional shares that
were initially awarded.
The performance shares are conditional. Vesting, three
years after grant, is subject to continuous employment and
is determined by financial and non-financial targets,
accounting for 75% and 25% of the LTI, respectively. The
targets and weights are as follows: • Relative Total
Shareholder Return - 75% of the LTI; • GRESB score - 25% of
the LTI;
After vesting, a holding period of two years applies.
Relative Total Shareholder Return (75% of LTI)
Total shareholder return (“TSR”) is defined as the share
price increase, including reinvested dividends. TSR is
measured over a three-year period based on a three-month
average of the last three months of the year before the start
and the end of the performance period. The performance
period starts on 1 January of the year in respect of which
the LTI is to be granted.
Wereldhave uses the same peer group as for benchmarking
individual remuneration. The ranking against the peer group
determines the vesting level.
At the end of the vesting period, a minimum of zero and a
maximum of 3 times (300%) the number of shares
conditionally granted, under the TSR performance
condition, can become unconditional based on relative
performance over the performance period.
Vesting per ranking position for the relative TSR performance incentive zone
Ranking 20-11 10 9 8 7 6 5 4 3 2 1
Vesting 0% 75% 150% 150% 200% 250% 250% 250% 300% 300% 300%
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The vesting range is determined by threshold vesting at
ranking position 10 (no vesting for performance below the
median of the group) and maximum vesting at a Top 3
ranking position. An absolute TSR hurdle will be applied:
ifTSR development is negative, the LTI multiplier will be
capped at 100% of the originally granted shares plus
reinvested dividends.
We provide the example below for clarification:
LTI 2020:
• 60% of fixed income 2020/closing price April 28, 2020
(ex-dividend date)
• Grant LTI 2020: April 29, 2020
• Performance period January 1, 2020 up to
December31,2022
• Vesting period April 29, 2020 up to April 28, 2023
• Holding period April 29, 2023 up to April 28, 2025
GRESB score (25% of LTI)
GRESB was launched in 2009 by a group of large pension
funds who wanted to have access to comparable and
reliable data on the ESG performance of their investments.
GRESB have grown to become the leading Environmental,
Social and Governance (ESG) benchmark for real estate and
infrastructure investments across the world.
The GRESB Score is an overall measure of ESG
performance – represented as a percentage (100 percent
maximum). TheGRESB Score gives quantitative insight into
ESG performance in absolute terms, over time and against
peer companies.
The GRESB Green Star is a rating on absolute performance.
Entities with scores higher than 50 on both the
“Management & Policy” and the “Implementation &
Measurement” dimensions are rated a “Green Star”. This is
why the GRESB 5 star rating system is more challenging.
Itis based on the GRESB Score and its quintile position
relative to the GRESB universe, with annual calibration of
the model. It is calculated relative to the global performance
of all reporting entities - property type and geography
are not taken into account. In this way the GRESB Rating
provides investors with insight into the differentiation of
overall ESG performance against continuously improving
peers within the global property sector. If certain regions
systematically perform better, they will on average have
higher-rated companies and funds. If the entity is placed in
the top quintile, it will have a GRESB 5-star rating; if it is in
the bottom quintile, it will have a GRESB 1-star rating, etc.
IfGRESB ceases to rate companies, the Supervisory Board
will replace this indicator with an equivalent as published
by an independent leading sector specialist, whereby the
company must rank between the top 25% of sustainability
performers in the sector to earn the target level.
At vesting, a minimum of zero and a maximum of 1 time
(100%) the number of shares conditionally granted can
become unconditional, based on performance. This implies
that a 5-star rating is rewarded with at target reward level to
emphasize the standard ambition level. The below vesting
range is applicable for the GRESB target (as a percentage
of target, i.e. 25% of the LTI, with no overachievement
possibility).
Vesting per ranking position for GRESB
GRESB star 1 2 3 4 5
Vesting 0% 0% 50% 75% 100%
Vesting
Vested shares are transferred to the director, if the terms
are satisfied after a performance period of three years,
following the year in respect of which these shares were
awarded.
After vesting of LTI shares, a two-year holding period is
applicable. The holding period and the shareholding
guideline do not apply for the portion of the shares that
have vested, to pay the taxes that are due upon vesting.
Malus/claw-back/change of control
If a director is summarily dismissed without further notice in
accordance with the law or is considered to be a bad leaver,
the conditional share balance reverts to the company. If
the director steps down or is not reappointed at the end of
the agreed appointment period, the scheme remains intact
with regard to the conditional share balance. The awards
will be pro-rated for the time served. Once the conditions
have been met, the vested shares will be transferred to the
director. The scheme will remain intact for good leavers,
with due observation of the original vesting period of three
years, but no additional holding period. Upon vesting, the
members of the Board of Management pay income tax and
social charges on the long-term variable remuneration.
The Supervisory Board is authorized to downwards adjust
the amount of a short or long-term incentive to an
appropriate level if payment of the incentive, based on
standards of reasonableness and fairness, would be
unacceptable. Incentive for this purpose means the unpaid
part of the variable remuneration of which the granting is
entirely or partially dependent on the achievement of
certain targets or the occurrence of certain circumstances.
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The Supervisory Board is also authorized to withdraw
conditional long-term benefits in exchange for a cash
payment at market value, if circumstances require.
TheSupervisory Board will motivate a decision to adjust an
incentive or to withdraw in exchange for cash appropriately.
The Supervisory Board is authorized to claw back a short or
long-term incentive or annul a non-vested incentive entirely
or partially to the extent that the award paid out was based
on materially misstated information with respect to the
achievement of targets or the occurrence of circumstances
on which the incentive was based which was known or
should reasonably have been known by the Board of
Management. The Supervisory Board will motivate the
decision to claw back the incentive appropriately. In case of
a change in control, the awards normally vest prorated for
time and subject to the performance conditions. Alternatively,
the award may be exchanged for awards in the acquiring
company.
Pension
No provision facilitating early retirement is in place.
Members of the Board of Management are subject to the
same pension scheme as all other Wereldhave employees
in the Netherlands. Wereldhave has a defined contribution
scheme with a retirement age of 67, based on a fiscal
maximum ladder of 2.5% over the pensionable salary of up
to € 114,866 as of January 1, 2022.
The CEO and CFO will receive an additional gross pension
contribution of €60,409 per annum and € 38,401 respectively
for the year 2022. These amounts are subject to indexation
annually with the Dutch Consumer Price index (Eurostat)
over the period between October 31 of the current year and
the previous year.
Other secondary conditions, fringe benefits
Wereldhave N.V. offers the members of its Board of
Management a competitive package of secondary
employment benefits in accordance with those offered to its
other employees. This benefit package includes a company
car or a car allowance equal to the applicable leasing price,
accident insurance, disability insurance and director liability
insurance. The company does not issue loans, advances or
guarantees to the members of its Board of Management.
Conditions of assignment
Directors are appointed for a four-year period with a
possibility of early termination. The severance payment is
capped at one year’s salary with a notification period of two
months for the director and four months for the company.
The contract of assignment does not contain a change-of
control clause.
The contracts contain a clause that requires the company
to compensate the directors for any loss or damage in
relation to liability claims based on acts or omissions in the
performance of their duties. Damage to reputation is explicitly
excluded. The indemnification does not apply to claims
related to personal gain, advantage or rewards to which the
director was not entitled, or if the claimed loss or damage was
caused by gross negligence, intent, deliberate recklessness
or serious imputability. It does include the costs of defense,
which are advanced by the company under the condition that
these expenses must be repaid if it is determined in a final
judgment that the director was not entitled to indemnification.
Chapter 2:
Supervisory Board remuneration policy
Explanation
On the basis of the revised Shareholder Rights Directive as
implemented into Dutch law per November 2019, the
remuneration policy for members of the Supervisory Board
was submitted for shareholder adoption. Wereldhave did
not propose any amendments to the remuneration policy of
the Supervisory Board members. The remuneration levels
were last reviewed and amended in 2019. The policy was
approved on April 24, 2020.
The main objective of Wereldhave’s Supervisory Board
remuneration policy is to attract and retain members of the
Supervisory Board, taking into account the nature of the
Company's Business, the Supervisory Board's activities and
the desired expertise, experience and independence of the
Supervisory Board members, as set out in the Profile and
skills matrix of the Supervisory Board.
The policy aims to reward Supervisory Board members
to utilize their expertise and experience to the maximum
extent possible, to execute the responsibilities assigned
to them including but not limited to the responsibilities
imposed by the Civil Code, Dutch Corporate Governance
Code and the Articles of Association.
To the extent applicable, the same policy principles are
applied for the Supervisory Board as for the Board of
Management. This implies, among others, that the policy
takes into account the Wereldhave strategy, long-term
interests and sustainability, identity, mission and values
of the company. More detail is provided in the Board of
Management remuneration policy.
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The Supervisory Board draws up the Supervisory Board
remuneration policy based on advice from its Remuneration
and Nomination Committee. The remuneration policy will be
reviewed, as a minimum, once every four years to verify its
market competitiveness, potentially leading to adjustments.
In case of proposed adjustments, the proposed remuneration
policy will be put forward for adoption at the General Meeting.
On this basis, the remuneration for Supervisory Board
members consists of a fixed fee and a committee fee, which
varies for the Chairman, Vice Chairman and members,
to reflect the time spent and the responsibilities of the role.
Inpreparing the remuneration policy and to determine the
remuneration of the members of the Supervisory Board,
the Remuneration and Nomination Committee uses surveys
and analyses by internationally recognized firms specializing
in executive compensation. For this purpose, the same
remuneration level benchmark approach is applicable as
for the Board of Management, comprising a peer group of
European peer companies and the local cross-industry
by means of the index in which Wereldhave is included
corrected for size (based on revenue, market capitalization,
total assets and employees), taking into account the two-tier
board structure.
In addition, the Company reimburses reasonable actual
incurred costs, other than travel expenses within the
Netherlands, which are deemed to be included in the
annual pay.
2021 remuneration
1
Fixed fee (in €)
Chairman 62,359
Vice-Chairman 45,730
Members 41,573
Audit Committee fee
Chair 9,873
Member 7,275
Remuneration and Nomination Committee fee
Chair 8,315
Member 5,439
1 Amounts 2020 indexed with 1.2% for 2021
These amounts are subject to indexation annually with the
Dutch Consumer Price index (Eurostat) over the period
between October 31 of the current year and the previous
year. The indexation for 2022 is 3.4%.
The remuneration of the Supervisory Board members is not
affected by the Company’s results, nor by any change of
control at the Company. The Company does not award any
options or shares to members of the Supervisory Board.
Noloans are issued to members of the Supervisory Board.
Wereldhave does not grant advance payments or
guarantees to Supervisory Board members.
No additional remuneration is paid upon recruiting
newSupervisory Board members (“sign-on bonus”).
Theagreements with Supervisory Board members do
not contain any severance or claw-back provisions. None
of the Supervisory Board members holds shares or rights
to shares in Wereldhave.
Members of the Supervisory Board are appointed for a
four-year term, unless stated otherwise. An individual may
be a member of the Supervisory Board for consecutive
periods up to eight years. The Supervisory Board member
may then – in view of extraordinary circumstances - only be
reappointed for a period of two years, but such reappointment
proposal needs to state the reasons for the exception to the
general 8-year rule.
The Supervisory Board remuneration policy has been
prepared to be well aligned with the external environment
in which the company operates as well as with all applicable
rules, regulations and best practices. Wereldhave is aware
of the public debate surrounding the topic of remuneration,
including the debate on internal pay differentials, and
strives for broad stakeholder support. In this light, it has
conducted a series of discussions with shareholders/
institutional investors and has invited the Works Council in
the Netherlands to provide feedback.
Chapter 3:
Execution of the remuneration policy in 2021
Introduction
This report describes how the remuneration policy
was executed in 2021. There were no changes in the
composition of the Board of management and of the
Supervisory Board.
Performance in 2021
The direct result for 2021 totaled € 88.5m. Gross rental
income amounted to € 161.8m, down from € 189.4m the
previous year, because of disposals made during the year.
Property expenses decreased from € 47.2m to € 31.3m.
Expenses were still affected by provisions made for
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Covid-19 agreements with tenants, but these provisions
were substantially lower than in 2020. These results include
€ 10.6m expense for doubtful debt to account for lower
payments among tenants, ongoing rent negotiations, as
well as the increased bankruptcy risk of tenants as a result
of the ongoing Covid-19 pandemic. Net rental income for
2021, meanwhile, decreased to € 124.7m, compared with
€133.0m in 2020, as a result of disposals.
Our indirect result to shareholders for 2021 amounted to
-€301.8m, mainly due to a loss on disposals of -€ 228.4m,
and a downward revaluation of € 65.9m in our property
portfolio (equivalent to 3.3% of the portfolio’s total value),
mainly in H1. The downward valuation adjustment in H2
wasjust 0.4%.
Variable pay
(in €) Fixed income
Company car and
other fringe benefits STI LTI¹ Extraordinary items
Pension
contribution and
compensation Total remuneration
Relative proportion
fixed/variable
Matthijs Storm, CEO, 01-01/31-12 558,632 24,000 325,124 335,179 - 77,626 1,320,561 50/50
Dennis de Vreede, CFO, 01-01/31-12 403,236 19,800 234,683 241,942 - 65,321 964,982 51/49
1 Amount for which conditional shares were purchased in accordance with LTI scheme
Remuneration of Managing Directors for
thefinancialyear 2021
Wereldhave applies fixed income levels that are set for
theentire period of the appointment, subject to indexation
annually for the change in consumer prices. Variable
income is set as a percentage of fixed income. The
calculation of the STI and LTI scores can be found in the
tables below. Mr.Dennis de Vreede was appointed in 2018.
His term will expire in 2022 and his reappointment for a
period of four years will be proposed to shareholders at the
AGM on April25, 2022. The fixed annual remuneration is
indexed with 3.4% as per January 1, 2022 to € 416,946
per annum, with short-term variable pay in line with the
current remuneration policy and target setting. In respect of
the year 2021, the LTI was conditionally granted on April 30,
2021, with vesting in April 2024. The number of shares
for this LTI amounts to 16,990. The LTI for 2020 originally
amounted to 33,277 shares, which number accrued with
reinvested dividends by 1,166.
Mr. Matthijs Storm was appointed in 2019. His term will
expire in 2023. The fixed annual remuneration is indexed
with 3.4% as per January 1, 2022 to € 577,625 per annum,
with short-term variable pay in line with the current
remuneration policy and target setting. In respect of the
year 2021, the LTI was conditionally granted on April 30,
2021, with vesting in April 2024. The number of shares
for this LTI amounts to 23,537. The LTI for 2020 originally
amounted to 46,032 shares, which number accrued with
reinvested dividends by 1,616.
Severance payment
During 2021, there were no directors who were entitled to
aseverance payment; no severance payments were made.
The board members did not receive any additional
compensation from subsidiaries for board positions they
held within the group.
Calculation STI 2021
There were no discrepancies between the estimated MSCI
score for 2020 and the amounts published in the 2020
remuneration report.
As in 2021, at the time of publication of this report, the final
MSCI retail real estate index for the Benelux is not yet
available. It will be published mid-April 2021 and the final
calculation and payment of the STI for 2021 will be adjusted
accordingly. The scores for the MSCI index performance
below are estimates based on monthly performance during
the year and/or historical performance figures over the past.
Any changes to the STI 2021 calculation as provided in this
report will be explained in the remuneration report for the
year 2022. With due observance of the above, the
performance in 2021 against the STI targets as set out on
page 72 was at follows:
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STI outcome 2021
STI Targets Weight Outcome Score STI pay-out
Total return continued operating shopping centers
(calculated as EBIT + valuation result)¹
Belgium 25% of STI Belgium +4.40% vs MSCI index Belgium³ +1.36%, delta +3.04% 150% 25% x 150% x 40% = 15%
Netherlands 25% of STI Netherlands +2.40% vs MSCI index Netherlands³ +1.36%, delta +1.04% 150% 25% x 150% x 40% = 15%
Net Promoter Score Visitors²
20% of STI NPS = 25 150% 20% x 150% x 40% = 12%
Average footfall increase y-o-y of
continued operating shopping centers
20% of STI 1.79% 140% 20% x 140% x 40% = 11.2%
Individual target Board members
5% of STI Promesse de vente 2 French assets 100% 5% x 100% x 40% = 2%
5% of STI Liquidity secured until Q1 2024 150% 5% x 150% x 40% = 3%
Total 2021 STI outcome 58.2%
¹ Continued operating shopping centers exclude developments and refurbishments until the first transformation projects have been completed. As from this date, the performance will be calculated over continued operations including
developments and refurbishments. The rationale is that developments and refurbishments for the transformation have a negative impact on performance, while under construction. This will on the somewhat longer term be mitigated by
completed transformations, however not during the initial period
² The NPS sore is calculated as the 1-year moving average NPS score, measured over the entire portfolio of continued operating shopping centers (see 1)
³ MSCI Index Netherlands is an estimation based on annualized quarterly index. MSCI Index Belgium is estimated based on MSCI Index Netherlands. MSCI annual index for Netherlands and Belgium may differ
The Supervisory Board considers this STI to be a fair
remuneration, in view of the extraordinary performance in
outperforming the MSCI index. For 2022, the footfall target
was not amended. The NPS target was raised to +27 (at
target) and +32 (above target).
The individual targets for 2021 were improving the liquidity
and disposing of two or more French assets. Both targets
have scores far above target. However, the Board of
Management decided to lower the score for the disposal of
the French assets to “at target”, as far above does not
reflect the impact the disposals had for shareholders.
Calculation LTI 2021
The long-term variable income amounts to 60% of fixed
income, granted conditionally as a long-term incentive in
shares. For Mr. Storm an amount of € 335,179 resulted in
23,537 shares that are held on a conditional and blocked
account, with vesting in 2024. For Mr. de Vreede, an
amount of € 241,941 resulted in 16,990 shares that are held
on a conditional and blocked account, with vesting in 2024.
Shares vesting in 2021
During the year 2021 no share plans vested.
Share ownership Board of Management
As of December 31, 2021, Mr. de Vreede holds 8,000 private
shares in Wereldhave, Mr. Storm holds 10,061 private shares
in the Company.
As at December 31, 2021, the total number of LTI shares
forMr. Storm stood at 71,185 conditional shares and for
Mr.de Vreede at 51,383 conditional shares (see
tablebelow).
Wereldhave pay ratio
Wereldhave’s internal pay ratio is calculated as the total
CEO compensation divided by the average employee
compensation.
• Total CEO compensation as disclosed in Note 29 to the
consolidated financial statements (General Costs);
• Average employee compensation based on salaries and
social security contributions, pension costs and other
employee costs and average FTE as disclosed in Note 29
to the consolidated financial statements (General Costs).
Over the past five years, the internal pay ratio development
was as shown in the table below. The calculation is made
retrospectively, taking into account any LTI’s from the past
which did not vest. The remuneration levels in the years
with changes in the board composition show the annualized
compensation of the new jobholder.
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Pension
Wereldhave’s collective pension scheme in the Netherlands
is a defined contribution scheme which applied a maximum
pensionable income of € 114,866 per January 1, 2022.
Thisamount is indexed annually. The CEO and CFO
received an additional gross pension contribution of
€60,409 per annum and € 38,401 respectively.
Theseamounts are subject to indexation annually with
theDutch Consumer Price index (Eurostat) over the
periodbetween October 31 of the current year and the
previous year.
Other
No transactions with a potential conflict of interest were
reported by members of the Supervisory Board or the
Board of Management in 2021. No loans were issued to
members of the Board of Management.
Overview of current share plans
2021
Name Position Plan
Performance
period Date initial grant Initial grant Vesting date As of January 1 Granted
Reinvested
dividends Vested
As of December
31
Matthijs Storm CEO LTI 2020 LTI 2020 April 28, 2020 46,032 April 28, 2023 46,032
1,616 - 47,648
Matthijs Storm CEO LTI 2021 LTI 2021 April 30, 2021 23,537 April 30, 2024 23,537 - 23,537
Dennis de
Vreede CFO LTI 2020 LTI 2020 April 28, 2020 33,227 April 28, 2023 33,227 1,166 - 34,393
Dennis de
Vreede CFO LTI 2021 LTI 2021 April 30, 2021 16,990 April 30, 2024 - 16,990 - - 16,990
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Remuneration Managing Directors over the past six years
(in €) Fixed STI LTI¹ Vested LTI
Extraordinary
items
Company car
and other fringe
benefits
Pension
contribution and
compensation
Total compensa-
tion Direct result Indirect result
Average
employee pay Pay ratio
CEO
2016 513,060 147,505 307,836 - - 24,000 90,303 1,082,704 151.0m -30.2m 86,414 12.5
2017 515,112 128,778 - - - 24,000 91,613 759,503 150.1m -65.8m 90,745 8.4
2018 522,839 169,923 - - - 24,000 95,289 812,051 146.7m -202.3m 92,915 8.7
2019 537,500 142,438 - - - 24,000 74,233 778,171 128.6m -447.5m 93,232 8.3
2020 531,312 223,565 331,207 - - 24,000 76,161 1,186,245 92.9m -287.1m 97,040 12.2
2021 558,632 325,124 335,179 - - 24,000 77,626 1,320,561 88.5m -301.8m 100,096 13.2
CFO
2016 382,280 109,906 229,368 - - 19,200 71,286 812,040 151.0m -30.2m 86,414 9.4
2017 383,809 95,952 - - - 19,200 75,799 574,760 150.1m -65.8m 90,745 6.3
2018 380,000 123,500 - - - 19,800 50,594 573,894 146.7m -202.3m 92,915 6.2
2019 387,980 102,815 - - - 19,800 56,889 567,484 128.6m -447.5m 93,232 6.1
2020 383,513 161,374 239,073 - - 19,800 60,493 864,253 92.9m -287.1m 97,040 8.9
2021 403,236 234,683 241,942 - - 19,800 65,321 964,982 88.5m -301.8m 100,096 9.6
1 Amount for which conditional shares were purchased in accordance with LTI scheme
Remuneration of the Supervisory Board
In line with the 2020 remuneration policy, the remuneration
ofthe Supervisory Board amounted to € 62,359 for the
Chairman, € 45,730 for the Vice Chairman and € 41,573
for members. The committee remuneration levels are a
fixed remuneration of € 9,874 for the Audit Committee
chair and €7,275 for committee members; the Chair of
the Remuneration committee received a fixed compensation
of €8,315 and committee members € 5,439 per annum.
Theseamounts are subject to indexation annually with the
Dutch Consumer Price index (Eurostat) over the period
between October 31 of the current year and the previous
year. The Company has not awarded any options or shares
to members of the Supervisory Board.
The remuneration of the Supervisory Board members is not
affected by the Company’s results, or by any change of
control at the Company. No loans were issued to members of
the Supervisory Board.
Remuneration Supervisory Board Members over the past five years
Over the past 5 years, the individual mebers received the following remuneration:
(x € 1,000) 2021 2020 2019 2018 2017
A. Nühn (from April 22, 2017) 68 66 65 54 37
H. Brand (from April 22, 2017) 56 53 48 33 22
F. Dechesne (from July 1, 2019) 57 52 27 - -
G. van de Weerdhof (from April 22, 2016 until April 24, 2020) - 17 49 40 40
L. Geirnaerdt (from April 22, 2016 until June 30, 2019) - - 27 48 44
H.J. van Everdingen (until January 31, 2019) - - 3 38 37
J.A.P. van Oosten (until April 22, 2017) - - - - 16
J.A. Bomhof (until April 22, 2017) - - - - 12
Total 181 188 219 213 208
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Financial statements
Introduction Governance
The Company has identified the main risks it faces, including financial reporting risks. These risks can be found in the
chapter Main Risks above. In line with the Dutch Corporate Governance Code and the Dutch Act on financial supervision
(Wet op het financieel toezicht), the Company has not provided an exhaustive list of all possible risks. Furthermore,
developments that are currently unknown to the Board of Management or considered to be unlikely may change the
future risk profile of the Company.
The design of the Company’s internal risk management and
control systems has been described in the chapter Risk
Management above. The objective of these systems is to
manage, rather than eliminate, the risk of failure to achieve
business objectives and the risk of material errors to the
financial reporting. Accordingly, these systems can only
provide reasonable, but not absolute, assurance against
material losses or material errors
The Board of Management reviewed and analyzed the main
strategic, operational, financial & reporting, and compliance
risks to which Wereldhave is exposed, and assessed the
design and operating effectiveness of the Wereldhave risk
management & control system. The outcome of this
assessment was shared with the Audit Committee and the
Supervisory Board, and was discussed with our internal and
external auditor
As required by provision I.4.3 of the Dutch Corporate
Governance Code and section 5:25c(2)(c) of the Dutch
Act on financial supervision (Wet op het financieel toezicht)
and on the basis of the foregoing and the explanations
contained in Risk Management, the Board of Management
confirms that to its knowledge
• the report provides sufficient insights into any failings in
the effectiveness of the internal risk management and
control systems;
• the aforementioned systems provide reasonable
assurance that the financial reporting does not contain
any material inaccuracies;
• based on the current state of affairs, it is justified that the
financial reporting is prepared on a going concern
basis;and
• the report states those material risks and uncertainties
that are relevant to the expectation of the company’s
continuity for the period of twelve months after the
preparation of the report.
• the financial statements for 2021 provide, in accordance
with IFRS as adopted by the EU, a true and fair view of
the consolidated assets, liabilities and financial position
as at December 31, 2021, and of the 2021 consolidated
income statement and cash flows of Wereldhave N.V.;
• the Annual Report provides a true and fair view of the
situation as at December 31, 2021, and the state of affairs
during the financial year 2021, together with a description
of the main risks faced by the Group.
Schiphol, March 7, 2022
Matthijs Storm,
CEO
Dennis de Vreede,
CFO
Statement by the Board of Management
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Statement by the Board of Management
Alternative performance measures
We judge and explain our performance using certain alternative performance measures. These alternative
performance measures are not defined under IFRS, but they are consistent with how the real estate sector
measures financial performance.Wereldhave considers the following metrics to constitute Alternative
Performance Measures as defined in the European Securities and Markets Authority Guidelines on
Alternative Performance Measures.
Direct result
The direct result consists of net rental income, general
costs, other gains and losses (other than exchange rate
differences and nonrecurring project related costs) minus,
financial income and expense (other than the interest
addition to the real value of the conversion rights of
convertible bonds, premiums paid on interest-bearing debt)
and tax charges on the direct result. Reference is made to
‘Direct & Indirect’ result, page 30.
Direct result per share
Direct result per share is calculated by dividing Direct result
attributable to owners of the Group (excluding minority
interest), refer to ‘Direct & Indirect’ result (page 30) by the
weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in
ordinary shares issued during the year and excluding
treasury shares (refer to page 139).
Direct result attributable to owners of € 75.3m divided by
the average number of shares of 40.1m results in € 1.88
direct result per share.
EPRA earnings
EPRA earnings measures operational performance
excluding all components not relevant to the underlying net
income performance of the portfolio, such as the change in
value of the underlying investments and any gains or losses
from the sales of properties. Reference is made to the EPRA
tables on page 90.
EPRA earnings per share
EPRA earnings per share is calculated by dividing EPRA
earnings by the weighted average number of ordinary
shares outstanding during the financial year, adjusted for
bonus elements in ordinary shares issued during the year
and excluding treasury shares. Reference is made to the
EPRA tables on page 90.
EPRA cost ratio
The calculation of the cost ratio is based on total operating
cost divided by gross rental income. Reference is made to
the EPRA tables on page 93.
EPRA NIY
Annualized rental income based on cash rents passing at
the balance sheet date, less non-recoverable property
operating expenses, divided by the market value of the
property, including estimated purchasers' cost (EPRA Net
Initial Yield = (Annualized rent passing + other income +
turnover rent -/- property expenses) / Gross Property Value).
Reference is made the EPRA tables on page 93 and to note
5 in the financial statements.
EPRA NRV
IFRS NAV excluding the fair value of derivatives and
deferred tax liabilities and includes real estate transfer tax.
IFRS NAV € 866.8m plus EPRA NRV adjustments € 93.2m
divided by the number of outstanding shares 40.1m =
€23.93 per share.
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Alternative performance measures
EPRA NTA
IFRS NAV excluding intangibles, the fair value of derivatives
and 50% of the fair value of the deferred tax liabilities.
IFRSNAV € 866.8m minus EPRA NTA adjustments € 2.7m
divided by the number of outstanding shares 40.1m =
€21.54 per share.
EPRA NDV
IFRS NAV including the fair values of financial debt.
IFRSNAV € 866.8m minus EPRA NDV adjustments € 28.5m
divided by the number of outstanding shares 40.1m =
€20.89 per share.
Footfall
Number of visitors in our shopping centers.
Indirect result
The indirect result consists out of the fair value movements
of investment properties, the impact of ineffectiveness on
hedges, exchange rate differences that are accounted for
under other financial income and expense, the interest
addition to leasehold obligations, the movement in deferred
tax liabilities, non-recurring project-related costs and
actuarial gains and losses on employee benefit plans.
Reference is made to page 30.
Interest coverage ratio
The interest coverage ratio is the ratio of the interest charge
in the direct result and the net rental income. The calculation
is as follows: Net Rental Income of € 124.7m divided by
external interest expenses of € 21.6m gives an interest
coverage ratio of 5.8x. The external interest is part of the
net interest costs of € 24.7m as presented in note 31 in the
financial statements.
Net debt
Net debt is the sum of the non-current and current interest
bearing liabilities of € 814.9m less cash and cash
equivalents of € 26.8m gives € 788.1m.
Net debt for LTV
Net debt for LTV is the sum of the non-current and current
interest-bearing liabilities of € 814.9m less cash and cash
equivalents of € 26.8m and the effect of the hedged
foreigncurrency movements of the debt of € 4.2m which
totals € 792.3m.
Net LTV
Net Loan-to-value (LTV) is the ratio of net debt for LTV to
theaggregate value of investment property including assets
held for sale and excluding the present value of future
ground rent payments. Net debt for LTV amounts to
€792.3m divided by € 1,930.5m = 41.0%. Reference is
made to note 5 and 17 in the financial statements.
Net promoter score (NPS)
The NPS sore is calculated as the 1-year moving average
NPS score, measured over the entire portfolio of continued
operating shopping centers. Continued operating shopping
centers exclude developments and refurbishments.
(EPRA) occupancy
The (EPRA) Occupancy rate is the estimated rental value
oflet units as a percentage of the total estimated rental
value of the portfolio, excluding development properties.
Itincludes accommodation, under offer, subject to asset
management (where they have been taken back for
refurbishment and are not available to let as at the balance
sheet date) or occupied by the Group. Reference is made to
the EPRA tables on page 91 and note 5 in the financial
statements. EPRA Occupancy = 100% minus EPRA Vacancy
rate (EPRA tables).
Solvency
Solvency Ratio means the ratio of: “Total equity” (less
“Intangible Assets” (if any)) and “Provision for Deferred
Tax Liabilities”; to “Balance Sheet Total” (less “Intangible
Assets”). Reference is made to note 17 in the financial
statements. Total equity of € 1,095.5m minus Intangible
assets of € 0.5m divided by balance sheet total
€2.037.5mminus Intangible assets of € 0.5m gives
asolvency of 53.8%.
Tenant satisfaction
The Tenant Satisfaction score is measure through tenant
surveys.
Total property return
Total property return is a measure of the ungeared return
for the portfolio and is calculated as the change in capital
value, less any capital expenditure incurred, plus net
income, expressed as a percentage of capital employed
over the period concerned, excluding land.
Total shareholder return
Total shareholder return (“TSR”) is defined as the share
price increase, including reinvested dividends. TSR is
measured over a three-year period based on a three-month
average of the last three months of the year before the start
and the end of the performance period. The performance
period starts on 1 January of the year in respect of which
the LTI is to be granted.
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Financial statements
Introduction Governance
Basis of preparation
Compliance with the Integrated
ReportingFramework
Qualifying notes ESG reporting
Materiality
Property portfolio
EPRA performance measures
Additional information
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Financial statements
Introduction Additional information
Additional information
Basis of preparation
Wereldhave aims to provide a balanced overview of the
Company’s operations, strategy and performance, as well
as its approach to long-term value creation. This is an
integrated report, prepared in accordance with standards
published by the Global Reporting Initiative (GRI) and the
Value Reporting Foundation. The report focuses on the
operational, financial and sustainability performance for the
financial year 2021 of Wereldhave N.V. and its subsidiaries.
The purpose of the Annual Report is to describe the group’s
ability to create value over time for stakeholders and
society. Our new strategy focuses on how to create value in
a retail landscape that is scattered with shop closures. This
report highlights the themes that are central in our strategy.
The consolidated financial statements of Wereldhave N.V.
have been prepared in accordance with the International
Financial Reporting Standards (IFRS) as adopted by the
European Union (EU-IFRS) and with Part 9 of Book 2 of the
Dutch Civil Code. The accounting policies are set out in
Note 3 to the Financial statements. The consolidated
financial statements have been prepared on a going
concern basis, applying a historical cost convention, except
for the measurement of investment property and derivative
financial instruments that have been measured at fair value.
The preparation of consolidated financial statements in
conformity with EU-IFRS requires the use of certain critical
accounting estimates. It also requires management to
exercise its judgement in the process of applying the
Group’s accounting policies. Changes in assumptions may
have a significant impact on the consolidated financial
statements in the period the assumptions changed.
Management believes that the underlying assumptions are
appropriate.
Wereldhave had its energy, carbon, water and waste data
verified by Lucideon. Wereldhave did not seek external
assurance for other non-financial information in this report.
Wereldhave will map its alignment with the EU’s Corporate
Sustainability Reporting Directive (CSRD) this year with the
aim to report in accordance with CSRD next book year.
Risks are assessed in accordance with Wereldhave’s new
overall risk management approach. The financial data in this
report are based on the consolidated internal reporting
from Wereldhave’s entities in the Netherlands, Belgium and
France. The non-financial data is collected centrally. The
production of this report is overseen by a dedicated project
team, with contributors from Finance, Corporate
Development, Investor Relations, Customer Experience,
Digital Transformation and Corporate Social Responsibility.
The report is reviewed and approved by the Board of
Management.
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Financial statements
Introduction Additional information
Basis of preparation
Compliance with the Integrated Reporting Framework
The International Integrated Reporting Framework comprises guiding principles and content elements.
Details of our compliance with this framework are set out below. For more information, see www.integratedreporting.org
Disclosure Reference
Guiding principles
Strategic focus and future orientation Business environment and strategy (pages 17-24), describing our business model and our
value creation model
Connectivity of information Our material topics (page 88) are linked to risks and opportunities (pages 61-65), and to the
Company's strategy.
Stakeholder relationships Creating value for our stakeholders (page 23), and
explaining value creation model (page 24).
Materiality Material topics (page 88) and Basis of preparation (page 85) describe the materiality process
and topics
Conciseness About this report (page 2) and Basis of preparation (page 85) describe how we applied a
materiality principle to our Annual Report
Reliability and completeness Our Basis of preparation (pages 85), setting out the
review & approval and external assurance process
(Auditor's Report, pages 149-159).
Consistency and comparability This report is prepared in accordance with IFRS standards as adopted by the EU, the
Integrated Reporting Framework and reporting standards issued by the Global Reporting
Initiative (page 171-173) and EPRA (page 91-95 and 173).
Content elements
Organizational overview and external environment About Wereldhave (page 2), Our Business (pages 8-12) and Our business environment (pages
17-20)
Governance Governance (pages 58-81)
Business model Our business model (pages 11-12)
Risk and opportunities high impact risks (pages 63-65)
Strategy and resource allocation Business environment and strategy (pages 15-24)
Performance Performance (pages 25-56)
Outlook Outlook (page 55-56)
Basis of preparation and presentation Basis of preparation (page 85)
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Qualifying notes ESG reportingCompliance with the Integrated
ReportingFramework
Qualifying notes ESG reporting
We use the operational control approach for our
sustainability reporting. All energy, carbon, water and waste
data reported are consolidated on a 12-month rolling period
rather than on the financial year. This means the fourth
quarter of 2020 and the first three quarters for 2021 are
reported on. The same methodology is applicable for 2020.
Based on these reporting boundaries, we report against
two portfolio definitions:
Absolute: The absolute portfolio includes all properties
where Wereldhave has operational control, where we
purchase energy, water or waste services. In 2020/21,
92% of the total portfolio GLA was within our reporting
boundaries, and therefore included in the absolute portfolio
disclosures. For 2021 the absolute data disclosed for all
energy and greenhouse gas emissions performance
indicators is for 29 out of 34 retail properties as reported in
this Annual Report. The data disclosed for water consumption
refers to 28 out of 34 properties and waste figures refer to
28 out of 34 properties. For the Belgian offices, we disclose
on all assets.
Like-for-like: The like-for-like includes all properties which
have been in the portfolio for at least 12 months prior to the
reporting period, but excluding those which were acquired,
divested or under significant (re)development. In 2020/21,
for the like-for-like figures, 22 out of 34 retail assets are
included.
Energy and carbon emissions
We report on all energy procured by Wereldhave, including
that submetered to tenants, and the emissions associated
with this energy, which is reported separately. Only gas or
electricity which is supplied directly to units/demises by
utility suppliers is excluded. Energy data is reported as is
and not normalized for degree day correction. District
heating and gas consumption are adjusted for comparison
on one metric: kWh electricity equivalent. All Dutch sites
have smart meters in place to monitor energy consumption.
Only data for the 6 French assets was estimated based on
previous years for the month of September 2021, all other
data is from actual consumption.
Emission factors are based upon the European Environment
Agency for electricity and gas consumption 2021, and the
Covenant of Mayors for electricity and gas consumption for
2020, while district heating is based on the US Environmental
Protection Agency for France, and for the Dutch sites on
Eneco and Vattenfall “warmte-etiket”. For 2021, the emission
factors were updated compared to previous years.
Water and waste
Waste data is collected for properties where we directly
contract waste management services. No estimates have
been made for properties in Belgium and France. For 50%
of the Dutch sites estimates based on historical water
consumption were made. Waste and water data is not
normalized.
Intensity
Intensity figures are calculated using ‘total landlord-
obtained data’ as numerator and ‘total asset size’ as
denominator. The reported floor area corresponds to the
area served by the energy procured and its associated
carbon emissions, and includes common areas, management
offices and GLA, but excludes parking garages. Wereldhave
acknowledges that the intensity indicator may be affected
due to a mismatch between numerator and denominator, as
recommended in the EPRA sustainability best practice
recommendations.
Verification
Lucideon CICS independently verified Wereldhave’s
reported Scope 1, 2 and 3 emissions, and water and waste
consumption data pursuant to ISO 14064-3 (the international
standard for verification of greenhouse gas inventories).
More information is available as part of our annual CDP
submission.
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Qualifying notes ESG reporting
Materiality
Impact on Wereldhave’s value creation
Importance for our stakeholders
Medium
Medium
High
High
7
2
5
1
3
6
4
8
12
3
8
9
4
12
14
15
13
7
10
11
5
6
8
9
1
2
12
6
3
4
7
5
Wereldhave has used the materiality assessment as a tool for mapping the
most important topics for disclosure and reporting. We periodically update the
materiality matrix - which displays the most relevant topics for our organization
and portfolio - with an internal group composed of senior management,
subject-matter experts and the Board of Directors. The matrix plots the
relevance and importance of topics for both stakeholders and on the value
creation for the company.
Material topic Explanation Most relevant to
Economic & Governance
1
Financial performance
2
Strong balance sheet
3
Occupancy
4
Cost efficiency
5
Risk management
6
Corporate governance
7
Business ethics
8
Tenant satisfaction
9
Tenant mix
10
Technology & digital
11
Protection of personal data
12
Transparent and fair taxation
13
Regulatory compliance
14
Remuneration policy
15
Stakeholder engagement
Direct and indirect financial results of Wereldhave
Ample liquidity and financial flexibility
Occupancy in portfolio
Service costs, CAPEX and general costs
Concerning economic, social, environmental and governance risks
Being a responsible company that follows internal codes and standards
Proper business policies and practices regarding potentially controversial issues
Further optimize the satisfaction and experience of customers
Convert Shopping Centers to Full Service Centers
Implement technology and digital best practices
Privacy, GDPR
Paying fair share of taxes
Compliance with laws and regulations
Remuneration of the Board
Dialogue with stakeholders
investors, employees
investors, employees
tenants, investors
tenants, investors
investors
investors, employees
investors, employees
tenants
visitors, tenants, investors
visitors, tenants
visitors, tenants
municipalities, governments, investors
governments, investors
investors
investors, tenants
Environmental Responsibility
1
Carbon emissions
2
Sustainable buildings
3
Transportation
4
Sustainable (re-)development
5
Energy efficiency
6
Green spaces / biodiversity
7
Renewable energy
8
Certification and labelling
Minimize the environmental impact by reducing the carbon emissions of assets
Manage climate change risks by having sustainable buildings
Optimize the accessibility of the assets and provide sustainable transportation
(by foot, electric cars, bikes and public transport)
Implement sustainable best practices and technologies during renovation projects
Reduce energy consumption of assets
Increase green areas on and around our centers with ecological value and
customer experience
Producing and procuring renewable energy
BREEAM
investors, governments, NGO’s
investors, governments, NGO’s
visitors, communities
investors, governments, NGO’s
tenants
communities
investors, governments, NGO’s
investors, governments, NGO’s
Social Responsibility
1
Health & well-being
2
Local social impact
3
Talent attraction
4
Accessibility
5
Employee satisfaction
6
Challenging & open culture
7
Diversity & equal opportunity
8
Human rights
9
Compensation and benefits
Provide a healthy and safe environment for customers, tenants and suppliers
Contribute positively to the local communities
Attract and develop talents amongst employees
Increase the accessibility of the assets for all customers
Retain committed and engaged employees
Give employees a culture where they can be the best version of themselves
Provide equal opportunities and an inclusive environment for employees
Respect for human rights for suppliers and procurement
Employee compensation
visitors
visitors, communities
employees
visitors, tenants
employees
employees
employees
investors, governments, NGO’s
employees
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Materiality
Property portfolio
The Netherlands
Shopping Centers Lettable area (m2)
Parking spaces
Owned
Parking spaces
Total
Year of
acquisition
Year of
construction/
renovation
Annual theoretical
rent (x € 1m) Visitors (m)
Presikhaaf, Arnhem 33,268 - 1,244 2015 2018-2020 4.8 4.2
Kronenburg, Arnhem 41,232 1,300 1,300 1988 2015 9.7 4.1
De Koperwiek, Capelle aan den IJssel 30,743 270 900 2010-2014 2017-2020 7.2 4.8
Sterrenburg, Dordrecht 12,896 375 505 2015 1993 2.9 3.0
Middenwaard, Heerhugowaard 35,461 1,345 1,850 2015 2011, 2018 8.4 5.4
Vier Meren, Hoofddorp 30,550 819 2,526 2014 2013, 2017 6.0 4.4
Winkelhof, Leiderdorp 19,169 830 830 1993 1999, 2020 4.8 3.0
Cityplaza, Nieuwegein 50,209 783 1,994 2015 2012 12.3 5.5
Eggert, Purmerend
20,439 271 271 2010 2015-2017 4.2 2.9
Roselaar, Roosendaal 18,195 - 1,312 2010-2014 2015-2016 4.2 3.7
Emmapassage, Tilburg underconstruction - 300 2015 2020-2022 underconstruction 0.5
Pieter Vreedeplein, Tilburg 23,280 - 780 2015 2008 3.5 4.9
Heuvelstraat-Frederikstraat, Tilburg 13,387 - - 2015-2019 2016-2017 1.9 n.a
Total 328,829 69.8 46.5
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Property portfolio
Belgium
Shopping Centers
Lettable area
(m2)
Parking spaces
Owned
Parking spaced
Total
Year of
acquisition
Year of
construction/
renovation
Annual
theoretical rent
(x € 1m) Visitors (m)
Ring Shopping, Courtrai 32,677 2,000 2,000 2014 2005 7.6 3.0
Shopping 1, Genk 21,661 1,250 1,250 2010 2014 4.1 3.6
Stadsplein, Genk 15,415 44 44 2012 2008 2.6 n.a
Overpoort, Gent 3,960 - - 2012 2014 0.5 n.a
Belle-Île, Liège 30,223 1,641 1,641 1994 2020 11.2 3.1
Nivelles-Shopping, Nivelles 28,154 1,500 1,500 1984 2012 9.6 3.0
Les Bastions Retailpark, Tournai 10,312 360 360 2016 2016 1.1 n.a
Les Bastions Shopping, Tournai 34,866 1,450 1,450 1988 2018 8.9 3.6
Waterloo, Waterloo 3,487 - 95 2010 1968 0.9 n.a
Turnhout Retailpark, Turnhout 19,804 765 765 2018 1970 2.3 n.a
Bruges Retailpark, Bruges 20,946 650 650 2018 1970 2.5 n.a
Sub total 221,505 51.4 16.3
Offices
The Sage, Antwerp 39,578 763 763 1999 2002 5.6 n.a
The Sage, Vilvoorde 22,821 630 630 1998 2001 3.2 n.a
Sub total 62,399 8.8 -
Total 283,904 60.2 16.3
France
Shopping Centers
Lettable area
(m2)
Parking spaces
Owned
Parking spaced
Total
Year of
acquisition
Year of
construction/
renovation
Annual
theoretical rent
(x € 1m) Visitors (m)
Côté Seine, Argenteuil 18,746 - 1,350 2014 2010 5.6 4.1
Mériadeck. Bordeaux 24,477 - 1,300 2014 2008 6.2 5.4
Total 43,223 11.8 9.6
Overall 655,956 141.9 72.4
Offices not on map
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EPRA performance measures
The EPRA Best Practices Recommendations published on
October 2019 by EPRA’s Reporting and Accounting
Committee contain recommendations for the determination
of key performance indicators of the investment property
portfolio. The EPRA Best Practices Recommendations
enable standardization, transparency and comparability of
listed real estate companies across Europe.
Summary of EPRA performance measures
2021 2020 2021 2020
Page (€ /share) (€ /share)
1. EPRA Earnings (in €m) 91 67.6 79.6 1.68 1.98
2. EPRA NAV Measures 92
EPRA Net Reinstatement Value (in €m) 960.0 1,216.1 23.93 30.26
EPRA Net Tangible Assets (n €m)
864.1 1,115.0 21.54 27.74
EPRA Net Disposal Value (in €m) 838.3 1,068.8 20.89 26.59
3. EPRA Net Initial Yield 93
EPRA Net Initial Yield 6.0% 6.0%
EPRA 'Topped-up' Net Initial Yield 6.2% 6.1%
4. EPRA Vacancy Rate 93 5.1% 5.9%
5. EPRA Cost Ratio 94
EPRA Cost Ratio including direct vacancy costs 32.2% 35.2%
EPRA Cost Ratio excluding direct vacancy costs 30.1% 32.9%
6. Capital expenditure 39.6 62.3
1. EPRA earnings
(in €m unless otherwise stated) 2021 2020
Earnings per IFRS income statement -213.3 -194.2
Adjustments to calculate EPRA earnings, exclude:
(i) Changes in value of investment properties, development
properties held for investment and other interests 65.9 293.1
(ii) Profits or losses on disposal of investment properties, develop-
ment properties held for investment and other interests 228.4 -0.2
(iii) Profits or losses on sales of trading properties including
impairment charges in respect of trading properties. - -
(iv) Tax on profits or losses on disposals - -
(v) Negative goodwill / goodwill impairment - -
(vi) Changes in fair value of financial instruments and associated
close-out costs 1.2 -6.3
(vii) Acquisition costs on share deals and non-controlling joint
venture interests - -
(viii)Deferred tax in respect of EPRA adjustments -1.5 -0.5
(ix) Adjustments (i) to (viii) above in respect of joint ventures
(unless already included under proportional consolidation) - -
(x) Non-controlling interests in respect of the above -13.1 -12.3
EPRA Earnings 67.6 79.6
Weighted average number of shares outstanding during period 40,146,461 40,212,448
EPRA Earnings per share (in €) 1.68 1.98
Company specific adjustments:
(a) Non-current operating expenses 7.7 3.1
(b) Non-recurring taxes - -2.1
Direct Result 75.3 80.6
Direct Result per share (in €) 1.88 2.01
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EPRA performance measures
2. EPRA NAV measures
(in €m unless otherwise stated) December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2020 December 31, 2020 December 31, 2020
EPRA NRV EPRA NTA EPRA NDV EPRA NRV EPRA NTA EPRA NDV
IFRS Equity attributable to shareholders 866.8 866.8 866.8 1,124.3 1,124.3 1,124.3
Include/exclude - - - - - -
Hybrid instruments - - - - - -
Diluted NAV 866.8 866.8 866.8 1,124.3 1,124.3 1,124.3
Include:
ii.a) Revaluation of IP (if IAS 40 cost option is used) - - - - - -
ii.b) Revaluation of IPUC (if IAS 40 cost option is used) - - - - - -
ii.c) Revaluation of other non-current investments - - - - - -
iii) Revaluation of tenant leases held as finance leases - - - - - -
iv) Revaluation of trading properties - - - - - -
Diluted NAV at Fair Value
866.8 866.8 866.8
1,124.3 1,124.3 1,124.3
Exclude
v) Deferred tax in relation to the fair value gains of IP - - - 0.7 0.4 0.0
vi) Fair value of financial instruments -2.2 -2.2 - -9.4 -9.4 0.0
vii) Goodwill as a result of deferred tax - - - - - -
vii.a) Goodwill as per the IFRS balance sheet - - - - - -
vii.b) Intangibles per the IFRS balance sheet - -0.5 - - -0.3 -
Include:
viii) Fair value of fixed interest rate debt - - -28.5 - - -55.5
ix) Revaluation of intangibles to fair value - - - - - -
x) Real estate transfer tax 95.4 - - 100.4 - -
NAV 960.0 864.1 838.3 1,216.1 1,115.0 1,068.8
Fully diluted number of shares 40,124,327 40,124,327 40,124,327 40,191,662 40,191,662 40,191,662
NAV per share (in €) 23.93 21.54 20.89 30.26 27.74 26.59
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3. EPRA Net Initial Yield and ‘Topped-up’ Initial Yield
(in €m) December 31, 2021 December 31, 2020
Fair value investment properties determined by external
appraisers 1,910.5 2,549.6
Less developments and parkings -42.3 -46.2
Completed property portfolio 1,868.2 2,503.4
Allowance for estimated purchasers' costs 98.8 104.2
Gross up completed property portfolio valuation (A) 1,967.0 2,607.6
Annualized cash passing rental income 129.6 173.4
Property outgoings -11.6 -17.9
Annualized net rents (B) 118.0 155.5
Add notional rent expiration of rent free periods or
other lease incentives 3.0 4.0
Topped-up net annualized rent (C) 121.0 159.5
EPRA Net Initial Yield (B/A) 6.0% 6.0%
EPRA 'topped-up' Net Initial Yield (C/A) 6.2% 6.1%
4. EPRA Vacancy Rate
The EPRA vacancy rate was reduced from 5.9% to 5.1% as result of the disposal of French
assets and reduced vacancy in Belgium.
2021
(in €m)
Gross
rental
income
Net
rental
income
Surface
owned¹
Annualized
gross rent¹ ²
Annual
theoretical
rent¹ ²
Estimated
rental
value of
vacant
space¹ ²
Estimated
rental
value¹ ²
EPRA
vacancy
rate
Belgium 58.4 47.3 284.0 56.2 60.2 3.5 57.7 6.1%
France 33.3 22.2 43.2 10.8 11.8 0.6 11.6 5.3%
Netherlands 70.1 55.2 328.8 64.5 69.2 2.8 65.2 4.3%
Total portfolio 161.8 124.7 656.0 131.5 141.2 6.9 134.5 5.1%
1 Excluding developments
2 Excluding parking income
2020
(in €m)
Gross
rental
income
Net
rental
income
Surface
owned¹
Annualized
gross rent¹ ²
Annual
theoretical
rent¹ ²
Estimated
rental
value of
vacant
space¹ ²
Estimated
rental
value¹ ²
EPRA
vacancy
rate
Belgium 59.4 43.5 282.4 55.3 59.7 4.6 57.3 8.1%
France 42.8 22.7 196.6 40.9 43.1 3.3 45.5 7.2%
Netherlands 87.1 66.8 392.2 79.6 84.3 2.6 77.2 3.4%
Total portfolio 189.4 133.0 871.2 175.8 187.1 10.6 180.0 5.9%
1 Excluding developments
2 Excluding parking income
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5. EPRA cost ratio
(in €m) 2021 2020
Property expenses 31.3 47.2
General costs 18.9 14.2
Other income and expense 0.2 0.2
(i) Administrative/operating expense line per IFRS income statement 50.4 61.6
(ii) Net service charge costs / fees 5.8 9.1
(iii) Management fees less actual/estimated profit element - -
(iv) Other operating income/recharges intended to cover overhead
expenses less any related profits -6.6 -6.7
(v) Share of Joint Venture expenses - -
Exclude (if part of the above):
(vi) Investment Property depreciation - -
(vii) Ground rent costs -0.1 -0.4
(viii) Service charge costs recovered through rents but not separately
invoiced - -
Costs (including direct vacancy costs) (A) 49.6 63.6
(ix) Direct vacancy costs -3.2 -4.2
Costs (excluding direct vacancy costs) (B) 46.3 59.4
(x.a) Gross rental income less ground rent costs - per IFRS 161.7 189.0
(x.b) Less: Other operating income/recharges intended to cover overhead
expenses -7.9 -8.2
(xi) Less: service fee and service charge costs components of Gross
Rental Income - -
(xii) Add: share of joint ventures (Gross Rental Income less ground rents
costs) - -
Gross Rental Income (C) 153.8 180.8
EPRA Cost Ratio (including direct vacancy costs) (A/C) 32.2% 35.2%
EPRA Cost Ratio (excluding direct vacancy costs) (B/C) 30.1% 32.9%
Operating and general expenses directly attributable to properties under development are
capitalized during the period that the property is unavailable for letting. For 2021 an amount
of € 6.7m was capitalized (2020: € 6.6m). General costs in 2021 include € 5.8m relating to
the closure of the French office. See also Note 29 to the Consolidated Financial Statements.
6. Capital expenditure
(in €m) 2021 2020
Acquisitions¹ -1.0 0.4
Developments 16.1 18.9
Investment properties 27.6 41.1
Capitalized interest 0.7 0.6
Total Capex 43.4 61.0
Conversion from accrual to cash basis -3.8 1.3
Total Capex on cash basis 39.6 62.3
1 2021 includes a settlement which has been adjusted on initial acquisition price
Wereldhave has no interests in joint ventures.
Investment property – lease data
Average lease length in years¹ Annual rent (in €m) of leases expiring in
to break to expiry Year 1 Year 2 Year 3-5
Belgium 2.1 6.6 4.1 2.6 10.7
France 2.2 5.1 0.5 1.2 2.8
Netherlands 3.4 4.1 6.3 8.1 23.1
Total portfolio 2.8 5.3 10.9 11.9 36.6
1 Indefinite contracts are included for one year
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Investment property – like-for-like net rental income
(in €m)
Properties
owned
throughout
2 years Acquisitions Disposals
Develop-
ment Other
Total net
rental
income
2021
Belgium 46.9 - - - 0.4 47.3
France 7.1 - 15.0 - 0.1 22.2
Netherlands 49.6 - 2.6 2.9 0.1 55.2
Total portfolio 103.6 - 17.6 2.9 0.5 124.7
2020
Belgium 42.9 - - - 0.5 43.5
France 5.3 - 17.1 - 0.3 22.7
Netherlands 51.4 - 12.3 2.7 0.5 66.8
Total portfolio 99.6 - 29.4 2.7 1.4 133.0
Like-for-like net rental growth 4.0% total portfolio. Like-for-like net rental growth is
determined on a unit by unit basis. Units in redevelopment are excluded from the like-for-like
analysis.
Summary investment properties
Shopping centers Offices Total
(in €m)
market
value
annual
theoretical
rent ¹
market
value
annual
theoretical
rent
market
value
annual
theoretical
rent
Belgium 831.7 51.4 94.3 8.8 926.0 60.2
France 170.1 11.8 - - 170.1 11.8
Netherlands 843.3 69.2 - - 843.3 69.2
Total portfolio
1,845.1 132.4 94.3 8.8 1,939.3 141.2
1 excluding parking and residential
Summary of the valuation adjustments of the investment properties
(in €m)
market
value
revaluation
in 2021
Shopping
centers Offices Total
Belgium 926.0 -4.2 -0.5% -0.4% -0.5%
France 170.1 -24.7 -12.7% - -12.7%
Netherlands 843.3 -37.0 -4.2% - -4.2%
Total portfolio 1,939.3 -65.9 -3.4% -0.4% -3.3%
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Consolidated financial statements 98
Consolidated statement of financial position 98
Consolidated income statement 99
Consolidated statement of comprehensive income 100
Consolidated statement of changes in equity 101
Consolidated cash flow statement 102
Notes to the consolidated financialstatements 103
Reporting entity
Tax status
Accounting policies
Segment information
Investment property
Property and equipment
Intangible assets
Financial assets
Trade and other receivables
Tax receivables
Cash and cash equivalents
Investment held for sale
Share capital
Share premium
General reserve
Hedge reserve and cost of hedging reserve
Interest-bearing liabilities
Deferred tax liabilities
Other long-term liabilities
Tax payable
Other short-term liabilities
Financial instruments
Financial assets and liabilities
Fair value measurement
Gross rental income
Property expenses
Valuation results
Results on disposals
General costs
Other income and expenses
Net interest
Other financial income and expenses
Income tax
Summarized financial information on subsidiaries
Transactions with shareholders
Result and diluted result per share upon full conversion
Net asset value per share
Dividend
Related parties
Events after balance sheet date
Company financial statements 140
Company balance sheet 140
Company income statement 141
Notes to the company financialstatements 142
General
Investments in subsidiaries
Other financial investments
Current assets
Equity
Interest-bearing liabilities
Short-term liabilities
Off-balance sheet assets and liabilities
General costs
Other income and expense
Net interest
Other financial income and expenses
Audit fees
Management and members of the Supervisory Board
Related parties
Contingencies
Events after balance sheet date
Other information 148
Auditor’s report 149
List of abbreviations 161
Contribution to Sustainable Development Goals 162
Social indicators 163
Environmental indicators 166
GRI SRS Index 171
EPRA Sustainability performance measures 174
Financial statements
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Financial statements
Financial statements
Consolidated statement of financial position
at December 31, 2021
(x € 1,000) Note December 31, 2021 December 31, 2020
Assets
Non-current assets
Investment property in operation 1,907,015 2,513,429
Lease incentives 5,738 5,482
Investment property under construction 26,587 58,669
Investment property 5 1,939,340 2,577,580
Property and equipment
6
Intangible assets 7 479 273
Derivative financial instruments 8,22 16,398 13,965
Other financial assets 8 3,419 2,790
Total non-current assets 1,963,605
Current assets
Trade and other receivables 9 35,818 51,167
Tax receivables 10 4,775 11,027
Derivative financial instruments 22 - 10,324
Cash and cash equivalents 11 26,769 67,000
Total current assets 67,362 139,518
Investments held for sale 12 6,525 3,200
Total assets
(x € 1,000) Note December 31, 2021 December 31, 2020
Equity and Liabilities
Equity
Share capital 13 40,271 40,271
Share premium 14 1,711,033 1,711,033
Reserves 15,16 -884,481 -627,008
Attributable to shareholders 866,823 1,124,296
Non-controlling interest 228,713 210,387
Total equity 1,095,536 1,334,683
Non-current liabilities
Interest-bearing liabilities 17 672,600 971,017
Deferred tax liabilities 18 - 711
Derivative financial instruments 22 18,273 27,354
Other long-term liabilities 19 24,912 33,172
Total non-current liabilities 715,785 1,032,255
Current liabilities
Trade payables
Tax payable 20 4,336 9,514
Interest-bearing liabilities
17
Other short-term liabilities 21 67,141 69,313
Derivative financial instruments 22 107 355
Total current liabilities 226,171 375,808
Total equity and liabilities 2,037,491 2,742,746
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Financial statements
Consolidated financial statements
Consolidated income statement
for the year ended December 31, 2021
(x € 1,000) Note 2021 2020
Gross rental income 25 161,840 189,372
Service costs charged 28,931 31,030
Total revenue 190,771 220,402
Service costs paid -34,772 -40,130
Property expenses 26 -31,329 -47,243
Net rental income 124,669 133,029
Valuation results 27 -65,880 -293,064
Results on disposals 28 -228,439 202
General costs 29 -18,888 -14,188
Other income and expense 30 -208 -178
Operating result -188,745 -174,200
Interest charges -24,763 -28,900
Interest income 13 16
Net interest 31 -24,749 -28,884
Other financial income and expense 32 -1,133 7,384
Result before tax -214,628 -195,699
Income tax 33 1,336 1,479
Result for the year -213,292 -194,221
Result attributable to:
Shareholders -226,250 -186,932
Non-controlling interest 12,958 -7,289
Result for the year -213,292 -194,221
Earnings per share (€) 36 -5.64 -4.65
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Financial statements
Consolidated statement of comprehensive income
for the year ended December 31, 2021
(x € 1,000) Note 2021 2020
Result -213,292 -194,221
Items that may be recycled to the income statement subsequently
Effective portion of change in fair value of cash flow hedges 22 -6,099 12,349
Changes in fair value of cost of hedging 22 681 735
Items that will not be recycled to the income statement subsequently
Remeasurement of post-employment benefit obligations 19 269 84
Total comprehensive income -218,441 -181,053
Attributable to:
Shareholders -231,512 -173,807
Non-controlling interest 13,071 -7,246
-218,441 -181,053
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Financial statements
Consolidated statement of changes in equity
for the year ended December 31, 2021
Attributable to shareholders
(x € 1,000) Share capital Share premium General reserve Hedge reserve
Cost of
hedging reserve
Total attributable
to shareholders
Non-controlling
interest Total equity
Balance at January 1, 2020
Comprehensive income
Result - - -186,932 - - -186,932 -7,289 -194,221
Remeasurement of post-employment obligations - - 57 - - 57 27 84
Effective portion of change in fair value of cash flow hedges - - 12,333 - 12,333 16 12,349
Changes in fair value of cost of hedging - - - 735 735 - 735
Total comprehensive income - - -186,875 12,333 735 -173,807 -7,246 -181,053
Transactions with shareholders
Shares for remuneration - - -1,031 - - -1,031 - -1,031
Share based payments - - 725 - - 725 - 725
Dividend - - -25,370 - - -25,370 -5,770 -31,140
Change non-controlling interest - - 4,210 - - 4,210 -7,265 -3,055
Other - - -29 - - -29 -14 -43
Balance at December 31, 2020 40,271 1,711,033 -633,858 5,764 1,085 1,124,296 210,387 1,334,683
Balance at January 1, 2021 40,271 1,711,033 -633,858 5,764 1,085 1,124,296 210,387 1,334,683
Comprehensive income
Result - - -226,250 - - -226,250 12,958 -213,292
Remeasurement of post employment obligations - - 177 - - 177 92 269
Effective portion of change in fair value of cash flow hedges - - - -6,120 - -6,120 21 -6,099
Changes in fair value of cost of hedging - - - 681 681 - 681
Total comprehensive income - - -226,073 -6,120 681 -231,512 13,071 -218,441
Transactions with shareholders
Shares for remuneration - - -937 - - -937 - -937
Share based payments - - 153 - - 153 - 153
Dividend - - -20,135 - - -20,135 -11,491 -31,626
Change non-controlling interest - - -5,032 - - -5,032 16,746 11,714
Other - - -10 - - -10 - -10
Balance at December 31, 2021 40,271 1,711,033 -885,891 -356 1,766 866,823 228,713 1,095,536
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Financial statements
Consolidated cash flow statement
for the year ended December 31, 2021
(x € 1,000) Note 2021 2020
Operating activities
Result -213,292 -194,221
Adjustments:
Valuation results 27 65,880 293,064
Net interest 31 24,749 28,884
Other financial income and expense 32 1,133 -6,179
Results on disposals 28 228,439 -202
Taxes -1,336 -1,346
Amortization 1,802 2,123
Movements in working capital -2,502 2,089
Cash flow generated from operations 104,874 124,212
Interest paid -24,271 -27,542
Interest received 17 16
Income tax -208 755
Cash flow from operating activities 80,413 97,441
Investment activities
Proceeds from disposals direct investment properties 28 91,925 103,834
Proceeds from disposals indirect investment property 28 298,775 -
Investments in investment property 5 -39,648 -62,327
Investments in equipment -56 -108
Investments in financial assets -630 -1,964
Investments in intangible assets -358 -110
Cash flow from investing activities 350,009 39,325
Financing activities
Proceeds from interest-bearing debts 17 31,316 358,708
Repayment interest-bearing debts 17 -478,116 -411,568
Movements in other long-term liabilities -3,045 -3,971
Other movements in reserve -938 -496
Transactions non-controlling interest 8,059 772
Dividend paid -27,929 -34,046
Cash flow from financing activities -470,653 -90,600
Increase/decrease in cash and cash equivalents -40,231 46,166
Cash and cash equivalents at January 1 11 67,000 20,834
Cash and cash equivalents at December 31 11 26,769 67,000
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Financial statements
Notes to the consolidated financial statements
1 Reporting entity
(‘the Group’) is located in Belgium, France and the Netherlands. The Group is principally
involved in leasing investment property under operating leases. The property management
is performed by Group management companies. The Company is a limited liability company
incorporated in the Netherlands and domiciled in the Netherlands . The address of the
Company’s registered office is Schiphol Boulevard 233, 1118 BH Schiphol, the Netherlands .
The shares of the Company are listed on the Euronext Stock Exchange of Amsterdam. The
consolidated financial statements for the year ended December 31, 2021 were authorized for
issue by the Supervisory Board on March 7, 2022 and will be presented to the shareholders
for approval on April 25, 2022.
2 Tax status
Wereldhave N.V. has the tax status of an investment company (FBI status) in accordance with
section 28 of the Dutch ‘Wet op de Vennootschapsbelasting 1969’. This status assumes that
the Group is (almost) exclusively engaged in portfolio investment activities. As a conse-
quence, corporation tax is due at a rate of 0% in the Netherlands, provided that certain
conditions are met. The main conditions concern the requirement to distribute the taxable
result as dividend and restrictions with regard to the leverage. The taxable result of
Wereldhave N.V. must be distributed as a dividend to its shareholders within eight months
after the year during which the result was made. In general terms, the leverage restrictions
imply that investments in real estate (including qualifying real estate companies) may only
be financed through debt up to a maximum of 60% of their value. For investments in other
assets the maximum level of debt allowed is only 20%. There is no requirement to include
capital gains, arising on disposal of investments, in the result to be distributed.
The subsidiaries in Belgium (OGVV status) and France (SIIC status) have a similar status.
In Belgium the net value of one single asset may not exceed 20% of the total Belgium portfolio.
Our largest asset in Belgium, Belle-Île, exceeds the threshold of 20% at December 31, 2021.
The FSMA provided a concession for a maximum period of 2 years expiring December 31, 2022.
3 Accounting policies
The principal accounting policies applied in the preparation of these consolidated financial
statements are set out below. These policies have been consistently applied to all years
presented, unless otherwise stated.
3.1 Basis of accounting
Statement of compliance
The consolidated financial statements of Wereldhave N.V. have been prepared in
accordance with the International Financial Reporting Standards (IFRS) as adopted by
the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
Income and cash flow statement
The Group presents a separate ‘statement of profit or loss’ and ‘other comprehensive
income’. The Group reports cash flows from operating activities using the indirect method.
Interest received and interest paid is presented within operating cash flows. The acquisitions
of investment properties are disclosed as cash flows from investing activities as this most
appropriately reflects the Group’s business activities.
Preparation of the consolidated financial statements
The consolidated financial statements have been prepared on a going concern basis,
applying a historical cost convention, except for the measurement of investment property
and derivative financial instruments that have been measured at fair value.
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Notes to the consolidated financialstatements
Accounting estimates
The preparation of consolidated financial statements in conformity with EU-IFRS requires
the use of certain critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the Group’s accounting policies. Changes in
assumptions may have a significant impact on the consolidated financial statements in the
period the assumptions changed. Management believes that the underlying assumptions are
appropriate. The areas involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the consolidated financial statements
are disclosed in Note 3.32, 5 and 23.
Change in accounting policy and disclosures
New and amended standards adopted by the Group
As of January 1, 2021 the following standards became effective but did not have an impact
on the Company’s consolidated financial statements:
•
COVID-19-Related Rent Concessions – Amendment to IFRS 16
•
Interest Rate Benchmark Reform Phase 2 – Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4
and IFRS 16
New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are effective
for annual periods beginning after January 1, 2021 and have not been applied in preparing
these consolidated financial statements:
•
Onerous Contracts: Cost of Fulfilling a Contract – Amendments to IAS 37
•
Annual Improvements to IFRS Standards 2018–2020 – Amendments to IFRS 1, IFRS 9,
illustrative examples accompanying IFRS 16 and IAS 41
•
Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16
•
Reference to the Conceptual Framework – Amendments to IFRS 3
•
Classification of Liabilities as Current or Noncurrent – Amendments to IAS 1
•
IFRS 17 Insurance Contracts
•
Definition of Accounting Estimate – Amendments to IAS 8
•
Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2
These changes are not expected to have a material impact on the company in the current or
future reporting periods and on foreseeable future transactions.
3.2 Consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an
entity when the Group is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control ceases.
Wereldhave recognizes acquisitions if IFRS 3R “Business Combinations” or IAS 40
“Investment Property” applies. Acquisitions are considered a business combination if there
is an acquisition of assets, rental activities and such, a management organization, that the
acquired entity can operate as an independent company with the aim of generating
economic results. Wereldhave does not necessarily consider acquisitions of properties
within a legal company as a business combination but evaluates these acquisitions
individually for the above operational characteristics.
The Group applies the acquisition method to account for business combinations. The
consideration transferred for the acquisition of a subsidiary is the fair values of the assets
transferred, the liabilities incurred to the former owners of the acquiree and the equity
interests issued by the Group. The consideration transferred includes the fair value of any
asset or liability resulting from a contingent consideration arrangement. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date. The Group recognizes any
non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at
fair value or at the non-controlling interest’s proportionate share of the recognized amounts
of acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred.
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For acquisitions of subsidiaries not meeting the definition of a business, the Group
allocates the cost between the individual identifiable assets and liabilities in the Group
based on their relative fair values at the date of acquisition. Such transactions or events
do not give rise to goodwill.
Consolidated financial statements are prepared using uniform accounting policies for
similar transactions. Accounting policies of subsidiaries are consistent with the policies
adopted by the Group.
Inter-company transactions, balances and unrealized gains or losses on transactions
between Group companies are eliminated.
Changes in ownership interests in subsidiaries without change of control
Transactions with non-controlling interests that do not result in loss of control are accounted
for as equity transactions – that is, as transactions with the owners in their capacity as
owners. The difference between fair value of any consideration paid and the relevant
share acquired of the carrying value of net assets of the subsidiary is recorded in equity.
Gains or losses on disposals to non-controlling interests are also recorded in equity.
Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided
to the chief operating decision maker. The chief operating decision maker is the person or
group that allocates resources to and assesses the performance of the operating segments
of an entity. The Group has determined that its chief operating decision maker is the Chief
Executive Officer (CEO) of the Company.
3.3 Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured
using the currency of the primary economic environment in which the entity operates
(the “functional currency”). The consolidated financial statements are presented in euros,
which is the Company’s functional currency and the Group’s presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange
rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation at year-end exchange rates
of monetary assets and liabilities denominated in foreign currencies are recognized in the
income statement for the year.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents
are presented net in the income statement within other financial income and expenses.
The following exchange rates against the euro, were used for these consolidated financial
statements:
average year-end
2021 2020 2021 2020
GBP 1.16341 1.1251 1.18859 1.11889
USD 0.84596 0.87705 0.87951 0.8186
CAD
0.67485 0.65411 0.69577 0.64329
3.4 Comprehensive income
In the statement of comprehensive income, no separate line for tax is included as there
are no taxable items. This is due to the tax status of the Group and some subsidiaries.
3.5 Derivative financial instruments and hedge accounting
The Group holds derivative financial instruments mainly to hedge exchange rate and interest
rate risks arising from financing activities. The Group does not hold any derivatives for
trading purposes. Embedded derivatives are separated from the host contract and
accounted for separately if the host contract is not a financial asset and certain criteria are
met.
Derivatives are initially measured at fair value on the date a derivative contract is entered
into and are subsequently remeasured to their fair value at the end of the reporting period.
Changes in the fair value of derivatives that are not designated as hedging instruments are
recognized in the income statement as they arise.
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The Group designates certain derivatives as hedges of a particular risk associated with
the cash flows of recognized assets and liabilities and highly probable forecast transactions
(cash flow hedges) or hedges of the fair value of recognized assets and liabilities (fair
value hedges).
At inception of designated hedging relationships, the Group documents the risk
management objective and strategy for undertaking the hedge. The Group also documents
the economic relationship between the hedged item and the hedging instrument, including
whether the changes in cash flows of the hedged item and hedging instrument are expected
to offset each other.
The Group uses hedging instruments such as interest and cross currency swaps.
Transactions are entered into with a limited number of counterparties with strong credit
ratings. Hedging operations are governed by internal policies and rules approved and
monitored by the Board of Management.
Cash flow hedges
When a derivative is designated as a cash flow hedging instrument, the effective portion
of changes in the fair value of the derivative is recognized in other comprehensive income
and accumulated in the hedging reserve. The effective portion of changes in the fair value of
the derivative that is recognized in other comprehensive income is limited to the cumulative
change in fair value of the hedged item, determined on a present value basis, from inception
of the hedge. Any ineffective portion of changes in the fair value of the derivative is
recognized immediately in profit or loss.
The Group designates only the change in fair value of the spot element of forward exchange
contracts as the hedging instrument in cash flow hedging relationships. The change in fair
value of the forward element of forward exchange contracts is separately accounted for as
a cost of hedging and recognized in a cost of hedging reserve within equity.
When a hedging instrument expires, or is sold or terminated, or when a hedge no longer
meets the criteria for hedge accounting, any cumulative deferred gain or loss and deferred
costs of hedging in equity at that time remains in equity until the forecast transaction occurs.
When the transaction is no longer expected to occur, the cumulative gain or loss and costs
of hedging that were reported in equity are immediately reclassified to profit or loss.
Fair value hedges
Changes in the fair value of derivatives that are designated and qualify as fair value
hedges are recorded in profit or loss, together with any changes in the fair value of the
hedged asset or liability that are attributable to the hedged risk. The gain or loss relating
to the effective portion of interest rate swaps hedging fixed rate borrowings is recognized
in profit or loss within finance costs, together with changes in the fair value of the hedged
fixed rate borrowings attributable to interest rate risk. The gain or loss relating to the
ineffective portion is recognized in profit or loss within other financial income and expense.
If the hedge no longer meets the criteria for hedge accounting, the adjustment to the
carrying amount of a hedged item for which the effective interest method is used is
amortized to profit or loss over the period to maturity using a recalculated effective interest
rate.
3.6 Investment property
Property that is held for long-term rental income or for capital appreciation or both, and
that is not occupied by the companies in the consolidated Group, is classified as investment
property. Investment property also includes property that is being constructed or developed
for future use as investment property. Investment property is measured initially at its cost,
including related transaction costs. After this initial recognition, investment property is
carried at fair value.
Fair value is the price that would be received to sell an asset in an orderly transaction
between market participants at the measurement date and adjusted, if necessary, for
differences in the nature, location or condition of the specific asset. If this information is not
available, the Group uses alternative valuation methods, such as recent prices on less active
markets or discounted cash flow or capitalization projections. Valuations are performed as of
the financial position dates 30 June and 31 December by professional independent external
valuers who hold recognized and relevant professional qualifications and have recent
experience in the location and category of the investment property being valued. The
independent, certified valuers are instructed to determine the fair value of the property in
accordance with the valuation standards as published by the Royal Institute of Chartered
Surveyors (RICS) and the International Valuation Standards Council (IVSC). These guidelines
contain mandatory rules and best practice guidelines for valuers. Remuneration of valuers is
based on a fixed fee per property.
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The valuations form the basis for the carrying amounts in the consolidated financial
statements. Investment property that is being redeveloped for continuing use as investment
property or for which the market has become less active continues to be measured at fair
value.
Significant unobservable input
Relationship between significant unobservable
inputs and the fair value measurement
• Growth forecast for market rent level The estimated fair value increases (decreases) if:
• Periods of vacancy following expiration
of a lease
• The expected growth of market rent levels
is higher (lower)
• Occupancy rate • The periods of vacancy are shorter (longer)
• Rent-free periods and other lease incentives • The occupancy rate is higher (lower)
• Theoretical net yield • The rent-free periods are shorter (longer)
• The estimated maintenance costs / investments
are lower (higher)
• The net-yield is lower (higher)
The fair value of investment property reflects, among other things, rental income from current
leases and other assumptions market participants would make when pricing the property under
current market conditions.
Subsequent expenditure is capitalized to the asset’s carrying amount only when it is probable
that future economic benefits associated with the expenditure will flow to the Group and the cost
of the item can be measured reliably. All other repairs and maintenance costs are expensed
when incurred. When part of an investment property is replaced, the carrying amount of the
replaced part is derecognized.
Changes in fair values are recognized in the income statement. Investment properties are
derecognized when they have been disposed.
Where the Group disposes of a property at fair value in an arm’s length transaction, the carrying
value immediately prior to the sale is adjusted to the transaction price, and the adjustment is
recorded in the income statement within net gain from fair value adjustment on investment
property.
If an investment property becomes owner-occupied, it is reclassified as property and equipment.
Its fair value at the date of reclassification becomes its cost for subsequent accounting purposes.
Properties eligible for disposal are classified as assets held for sale. In the case of sale
of properties, the difference between net proceeds and book value is recognized in the income
statement under results of disposal.
Lease incentives, rent-free periods and other leasing expenses
Rent-free periods and investments made, or allowances granted to tenants by Wereldhave
(“lease incentives”) are allocated on a linear basis over the lease term. The lease term consists of
the period until the first break option for the tenants, which period can be extended by
management with the expected prolongation of the leases.
In determining the property at fair value capitalized lease incentives are adjusted for the
valuation results, to avoid double counting.
Investment property under construction
Investment property under construction is measured at fair value if the fair value is considered to
be reliably determinable. Investment properties under construction for which the fair value
cannot be determined reliably, but for which the company expects that the fair value of the
property will be reliably determinable when construction is completed, are measured at cost less
impairment until the fair value becomes reliably determinable or construction is completed -
whichever is earlier.
It may sometimes be difficult to reliably determine the fair value of the investment property
underconstruction. In order to evaluate whether the fair value of an investment property
underconstruction can be determined reliably, management considers the following factors,
amongothers:
•
The provisions of the construction contract
•
The stage of completion
•
Whether the project/property is standard (typical for the market) or non-standard
•
The level of reliability of expected cash inflows after completion
•
The development risk specific to the property
•
Past experience with similar constructions
•
Status of construction permits
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Costs include the material and labor for the construction, costs of staff directly related to
technical supervision, project management on the basis of time spent and finance costs.
The finance cost are capitalized interest that is charged until the date of delivery and
is based on the interest to be allocated to development or on the basis of the average
effective rate of the Group, where no specific project financing is present. Interest charges
include interest and all costs associated with Wereldhave raising funds.
The fair value of development is determined on an identical basis as investment properties,
with the understanding that the capitalization factor is adjusted to reflect development risks.
Fair value changes and impairment losses are recognized in the income statement as
valuation result. Investment property under construction are transferred to investment
properties on the date of delivery.
3.7 Leases
Group company is the lessee
A right-of-use asset and a lease liability is recognized at the lease commencement date. The
right-of-use asset is initially measured at cost and subsequently at cost less any accumulated
depreciation, impairment losses and adjusted for certain remeasurements of the lease
liability. Right-of-use assets are presented under property and equipment. Right-of-use
assets that meet the definition of investment property are presented under investment
property and subsequently measured at fair value in accordance with the Group’s
accounting policies.
The lease liability is initially measured at the present value of the lease payments that are
not paid at commencement date which are discounted using the Group’s incremental
borrowing rate, unless the interest rate implicit in the lease is available. The lease liability
is subsequently increased by the interest costs on the lease liability and decreased by
any lease payments made. Lease liabilities are remeasured when there is a change in future
lease payments arising from a change in an index or changes to the assessment whether a
purchase or extension options is reasonably certain to be exercised. Judgement may need
to be applied to determine the lease term for some lease contracts that contain renewal or
termination options. The assessment may significantly affect the amount of lease liabilities
and right-of-use assets recognized.
Lease liabilities are included in other long-term liabilities in the statement of financial
position. Payments of lease liabilities are presented as cash flows from financing activities in
the cash flow statement.
Group company is the lessor in an operating lease
Properties leased out under operating leases are included in investment property in the
consolidated statement of financial position. See Note 25 for the recognition of rental
income.
3.8 Property and equipment
Property and equipment is stated at historical cost less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Cost includes the cost of replacing part of existing plant and equipment at the time that cost
is incurred if the recognition criteria are met; and excludes the costs of day-to-day servicing
of an item of plant and equipment.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate
asset, as appropriate, only when it is probable that future economic benefits associated
with the item will flow to the Group and the cost of the item can be measured reliably.
The carrying amount of those parts that are replaced is derecognized. All other repairs and
maintenance are charged to the income statement during the financial period in which
they are incurred.
Depreciation, is calculated using the straight-line method to allocate the cost over the
assets’ estimated useful lives, as follows:
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at
least at each financial year-end. An asset’s carrying amount is written down immediately
to its recoverable amount if the carrying amount is greater than the estimated recoverable
amount. Gains and losses on disposals are determined by comparing proceeds with carrying
amount and are included in the income statement.
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3.9 Intangible assets
Computer software
Acquired computer software licenses and costs relating to internally developed software
are capitalized at cost incurred to acquire, develop and implement the specific software.
These costs are amortized over their estimated useful lives (5 to 10 years).
3.10 Impairment of non-financial and financial assets
Assets that have an indefinite useful life are not subject to amortization and are tested
annually for impairment. Assets that are subject to depreciation or amortization are reviewed
for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable.
3.11 Financial instruments
Wereldhave categorizes its financial instruments measured at fair value in three categories.
Level 1 valuations are based on quoted market prices, level 2 inputs are inputs other than
quoted prices included in level 1 that are observable for the asset or liability, either direct
or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.
3.12 Financial assets
The Group classifies its financial assets in those to be measured subsequently at fair value
and those to be measured at amortized cost. The classification depends on the business
model for managing the financial assets and the contractual terms of the cash flows.
Financial assets are not reclassified after their initial recognition unless the Group changes
its business model for managing financial assets.
Financial assets are recognized when the Group becomes a party to the contractual
provisions of the instrument. Financial assets are derecognized when the rights to receive
cash flows from the financial assets have expired or have been transferred and the Group
has transferred substantially all the risks and rewards of ownership.
A financial asset is initially measured at fair value plus, in case of assets not at fair value
through profit or loss, transaction costs that are directly attributable to the acquisition or
issue. Transaction costs of financial assets carried at fair value through profit or loss are
expensed in profit or loss.
Subsequent measurement of financial assets depends on the business model for managing
the asset and the cash flows characteristics of the asset. There are three measurement
categories into which the Group classifies its financial assets:
•
Amortized cost is applied for financial assets held within a business model whose
objective is to hold the assets to collect contractual cash flows and the contractual terms
give rise on specified dates to cash flows that are solely payments
•
Fair value through other comprehensive income is applied for equity investments that
are not held for trading or debt investments held within a business model whose objective
is achieved by both collecting contractual cash flows and selling financial assets and
the contractual terms give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
•
of principal and interest on the principal amount outstanding.Assets that do not meet
the criteria for amortized costs or fair value through other comprehensive income are
measured at fair value through profit or loss. Financial assets at amortized costs are
subsequently measured at amortized cost using the effective interest method, reduced
by impairment losses. Interest income and impairments are recognized in profit or loss. Any
gain or loss on derecognition is recognized in profit or loss.
Equity and debt investments at fair value through other comprehensive income are
subsequently measured at fair value. Dividends, interest income calculated using the
effective interest method and impairment are recognized in profit or loss. Other net gains
and losses are recognized in other comprehensive income. On derecognition of debt
investments, gains and losses accumulated in other comprehensive income are reclassified
to profit or loss.
Financial assets at fair value through profit or loss are subsequently measured at fair value.
Net gains and losses are recognized in profit or loss unless item is designated as hedging
instrument.
An overview of the carrying amounts of the financial assets is set out in note 23.
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3.13 Financial liabilities
A financial liability is initially measured at fair value plus, in case of assets not at fair
value through profit or loss, transaction costs that are directly attributable to the acquisition
or issue.
Financial liabilities are subsequently classified as measured at amortized cost or fair
value through profit or loss.
A financial liability is classified as at fair value through profit or loss if it is classified as
held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial
liabilities at fair value through profit or loss are measured at fair value and net gains and
losses are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective
interest method. Interest expense is recognized in profit or loss. Any gain or loss on
derecognition is also recognized in profit or loss.
A financial liability is derecognized when the obligation under the liability is discharged,
cancelled or expired.
An overview of the carrying amounts of the financial liabilities is set out in note 23.
3.14 Cash and cash equivalents
Cash and cash equivalents includes cash in hand and bank overdrafts. Cash and cash
equivalents are measured at nominal value.
3.15 Non-current assets held for sale
Non-current assets (or a disposal group) are held for sale in case the carrying amount will
be recovered principally by means of a sale rather than by continuing use. This only applies
if the asset (or disposal group) is available for immediate sale in its present condition.
Furthermore, the sale must be highly probable, management must be committed to a plan
to sell the asset and an active program to locate a buyer and complete the plan must have
been initiated. The sale should be completed within one year from the date of classification.
Non-current assets (or disposal group) classified as held for sale are measured at the lower
of the carrying amount and fair value less cost to sell except for assets such as deferred tax
assets and investment property that are carried at fair value. Non-current assets held for sale
or the assets from a disposal group are presented separately from other assets in the balance
sheet. The liabilities of a disposal group classified as held for sale are presented separately
from the other liabilities. Assets and liabilities held for sale are not offset against each other.
A disposal group is a group of assets and liabilities that is sold or intended to be sold in
one transaction.
3.16 Trade receivables
Trade receivables are amounts due from tenants under the lease agreements. Standard
lease terms require upfront payment of rent and therefore trade receivables are all classified
as current. Trade receivables are recognized initially at the amount of consideration that is
unconditional unless they contain significant financing components, when they are recognized
at fair value. The Group holds the trade receivables with the objective to collect the contractual
cash flows and therefore measures them subsequently at amortized cost less expected
credit losses.
The Group applies the simplified approach to measure expected credit losses which uses
a lifetime expected loss allowance for all trade receivables at each reporting date. The
Group has established a provision matrix that is based on historical credit loss experience,
adjusted for forward looking factors specific to the debtors and the economic environment.
3.17 Equity
Ordinary shares are classified as equity. External costs directly attributable to the issue
of new shares are deducted from the proceeds. When share capital recognized as equity
is repurchased, the amount of the consideration paid, including directly attributable costs,
is recognized as a change in the general reserve in equity. Repurchased shares are
classified as treasury shares and deducted from total equity. When treasury shares are
reissued the proceeds are credited to the treasury share reserve and any surplus is credited
to the share premium reserve. Dividends are recognized as a liability in the period in which
they are declared.
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3.18 Dividend policy
As an investment company in accordance with Article 28 of the Dutch ‘Wet op de
Vennootschapsbelasting 1969’, the Company is required to distribute at least the taxable
result as dividend.
Wereldhave aims for a dividend pay-out ratio of 75% - 85% of its direct result (net rental
income, general costs, other gains and losses, financial income and expense (other
than the interest addition to the real value of the conversion rights of convertible bonds,
premiums paid on repurchased interest-bearing debt and actuarial gains and losses on
employee benefit plans) and tax charges on direct result.
3.19 Provisions
A provision is recognized if, as a result of a past event, the Group has a present legal or
constructive obligation that can be estimated reliably, and it is probable that an outflow
of economic benefits will be required to settle the obligation. Provisions are measured
at the present value of the expenditures expected to be required to settle the obligation.
Any increase in the provision due to passage of time is recognized as interest charges.
3.20 Non-current liabilities
Interest-bearing debt
Interest-bearing debt is initially recognized at fair value, minus transaction costs.
Subsequently interest-bearing debt is measured at amortized cost. Any difference between
the face value and the carrying amount is recognized in the income statement over the
period of the interest-bearing debt on the basis of the effective interest per debt. The portion
of debt outstanding to be repaid within twelve months is shown under current liabilities.
3.21 Pension plans
Defined contribution plans
Defined contribution plans are pension schemes to which a Group company makes a fixed
annual contribution and where the Company does not have a legal or constructive obligation
to make further payments if the pension fund of the pension scheme does not hold sufficient
assets to pay all employees the benefits relating to employee service in the current and prior
periods. The contributions are recognized as employee benefit expense when they are due.
Defined benefit plans
The liability or asset recognized in the balance sheet in respect of defined benefit pension
plans is the present value of the defined benefit obligation at the end of the reporting period
less the fair value of plan assets. The defined benefit obligation is calculated annually by
independent actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the
estimated future cash outflows using interest rates of high-quality corporate bonds that
are denominated in the currency in which the benefits will be paid, and that have terms
approximating to the terms of the related obligation. In countries where there is no deep
market in such bonds, the market rates on government bonds are used.
The net interest cost is calculated by applying the discount rate to the net balance of the
defined benefit obligation and the fair value of plan assets. This cost is included in employee
benefit expense in the statement of profit or loss.
Remeasurement gains and losses arising from experience adjustments and changes in
actuarial assumptions are recognized in the period in which they occur, directly in other
comprehensive income. They are included in retained earnings in the statement of changes
in equity and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from
plan amendments or curtailments are recognized immediately in profit or loss as past service
costs.
3.22 Trade and other payables
Trade and other payables are recognized initially at fair value and subsequently at amortized
cost basis using the effective interest method.
3.23 Revenue
Gross Rental income
Rental income from investment properties leased out under operating leases is recognized
in the income statement on a straight-line basis over the term of the lease. Lease incentives
are recognized as a reduction of the rental income and are straight-lined over the minimum
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term of the lease. Rent adjustments due to indexation are recognized as they arise.
Rental income does not include value added tax or amounts charged to tenants in respect of
service and operating costs. Variable rental income, such as turnover related rent or income
from specialty leasing is recognized in the income statement in the period to which it relates,
if it can be estimated reliably. If a reliable estimate is not possible, recognition takes place
at the time of realization. Revenue received from tenants for early termination of leases is
directly recognized in the income statement in the period to which the revenues relates.
Service costs charged
Where there are service contracts with third parties, service charges are recovered from
tenants. Service charges in respect of vacant property are expensed as property expenses.
They mainly relate to gas, water, electricity, cleaning and security. Service charges are shown
on a gross basis when Wereldhave acts as a principal.
3.24 Expenses
Service costs paid
Service costs are shown on a gross basis when Wereldhave acts as a principal. In case
Wereldhave acts as an agent only the non-recoverable amount of the service and
operational costs is presented. In the presentation on a gross basis, costs and charges
are shown separately.
Property expenses
Property expenses consist of operational cost for the account of Wereldhave attributable
to the accounting period, such as:
•
Maintenance;
•
Property tax;
•
Insurance premiums;
•
Property management; and
•
Letting expenses.
Letting expenses include the depreciation of capitalized expenditure in connection with
a letting, such as fit out contributions paid by Wereldhave. The expenditure is amortized
over the term of the lease. Investment property depreciation charges are not recognized,
because investment properties are valued at market value see paragraph 3.6. The market
value calculation takes technical and economic obsolescence into account.
General costs
General costs are expenses that are not directly attributable to the operation of properties
(including salaries of staff not directly involved with properties, office overheads, advice,
valuation and audit fees, listing costs and promotion costs). Direct staff costs relating to
property management are included in property expenses. Direct staff costs relating to
supervising and monitoring investment and development projects are capitalized as part
of the investment property under construction on the basis of time spent.
3.25 Results on disposal
The results on disposal are the differences between the realized selling prices, net of
selling costs, and the carrying amount, based on the last reported fair value (mostly the
latest appraisal).
Results on disposal from the sale of investment property or fixed assets are processed if
the following conditions are met:
•
The entity has transferred the rights to all major economic benefits and any significant
risks to the buyer;
•
The legal entity does not keep possession of those goods and therefore cannot decide
on its use;
•
The amount of revenue can be reliably determined;
•
It is probable that the economic benefits associated with the transaction will flow to the
new legal owner; and
•
Costs already incurred and the potential future costs in respect to the transaction
can be measured reliably.
3.26 Interest charges and interest income
Interest comprises the total of interest attributable to the accounting period on loans, other
debts, accounts receivable and cash and bank balances and is split between interest
received and interest paid. Interest income & charges is recognized in the income statement
as it accrues. The effective interest method is a method of calculating the amortized cost
of a financial asset or financial liability and of allocating the interest income or interest
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expense over the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments or receipts throughout the expected life of the
financial instrument, to the fair value of the financial asset or financial liability as at the
recognition of the instrument. Interest attributable to the acquisition or construction of an
asset that takes a substantial period of time to complete, is capitalized as part of the cost
of the respective assets, starting from preparation of the plan until completion. Capitalized
interest is calculated using the Group’s weighted average cost of debt or the borrowing
cost of specific project financing.
3.27 Employee benefits
Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability
is recognized for the amount expected to be paid if the Group has a present legal or
constructive obligation to pay this amount as a result of past service provided by the
employee and the obligation can be estimated reliably.
Share-based payment arrangements
The grant-date fair value of equity-settled share-based payment arrangements granted to
the Board of Management is generally recognized as an expense, with a corresponding
reserve in equity, over the vesting period of the awards. The amount recognized as an
expense is adjusted to reflect the number of awards for which the related service and
non-market performance conditions are expected to be met, such that the amount ultimately
recognized is based on the number of awards that meet the related service and non-market
performance conditions at the vesting date.
The fair value of the amount payable to the Board of Management in respect of share-based
payments arrangements, which are settled in cash, is recognized as an expense with a
corresponding increase in liabilities, over the period during which the Board of Management
become unconditionally entitled to payment. The liability is remeasured at each reporting
date and at settlement date based on the fair value of the share-based payments
arrangements. Any changes in the liability are recognized in profit or loss.
3.28 Income tax
Tax charges on the income statement for a year comprise current and deferred tax
and are calculated on results before taxes, considering any tax-exempt components of
result and non-deductible costs. Losses to be offset against probable future results are
recognized as deferred tax asset. Current tax is the expected tax payable or receivable on
the taxable income or loss for the period. Deferred tax consists of the expected tax payable
or receivable on changes in the value of assets or liabilities which will be realized at the time
of sale. Tax charges are calculated using tax rates prevailing at the balance sheet date.
Current tax and deferred tax is recognized in income statement except to the items recognized
directly in equity or in other comprehensive income in which case, the tax is also recognized
in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for
the year, using tax rates enacted or substantively enacted at the reporting date, and any
adjustment to tax payable in respect of previous years. Current tax payable also includes
any tax liability arising from the declaration of dividends.
Deferred tax is recognized in respect of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for
taxation purposes. Deferred taxes are stated at nominal value.
Deferred tax is not recognized for:
•
Temporary differences on the initial recognition of assets or liabilities in a transaction
that is not a business combination and that affects neither accounting nor taxable
income statement;
•
Temporary differences related to investments in subsidiaries and jointly controlled
entities to the extent that it is probable that they will not reverse in the foreseeable future;
and Taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax is measured at the tax rates that are expected to be applied to temporary
differences when they reverse, based on the laws that have been enacted or substantively
enacted by the reporting date.
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Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset
current tax liabilities and assets, and they relate to income taxes levied by the same tax
authority on the same taxable entity, or on different tax entities, but they intend to settle
current tax liabilities and assets on a net basis or their tax assets and liabilities will be
realized simultaneously.
The carrying value of the Group’s investment property is assumed to be realized by sale
at the end of use.
A deferred tax asset is recognized for unused tax losses, tax credits and deductible
temporary differences, to the extent that it is probable that future taxable results will be
available against which they can be utilized. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax
benefit will be realized.
3.29 Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing:
•
The profit attributable to owners of the Company, excluding any costs of servicing equity
other than ordinary shares by
•
By the weighted average number of ordinary shares outstanding during the financial year,
adjusted for bonus elements in ordinary shares issued during the year and excluding
treasury shares.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings
per share to consider:
•
the after-income tax effect of interest and other financing costs associated with dilutive
potential ordinary shares; and
•
the weighted average number of additional ordinary shares that would have been
outstanding assuming the conversion of all dilutive potential ordinary shares.
3.30 Segment reporting
The Wereldhave Board of Management has determined the operating segments based
on the information reviewed by the Board of Management for assessing performance and
allocating resources. Management considers the business from a geographic perspective
and management assesses performance for Belgium, France, Netherlands and Head office.
A segment consists of assets and activities with specific risks and results, differing from
other sectors.
3.31 Rounding of amounts
All amounts as disclosed in the financial statements and notes have been rounded off
to the nearest thousand euros unless otherwise stated and may not add up exactly due
to rounding.
3.32 Significant estimates in the accounts
Investment property
The assets in the Company and its subsidiaries mainly consists of the property portfolio.
The market value of these assets cannot be assessed using official quotations or listings.
A valuation based on fair value is a time- and location-based estimate. The estimate is based
on the price level on which two well-informed parties under normal market conditions
would make a transaction for that specific property on the date of valuation. The fair value
of a property in the market can only be determined accurately at the moment of the actual
sale of the property.
Twice a year (June 30 and December 31) the properties are valued by external valuers.
The valuer appraises at fair value with his own market knowledge and information.
The valuation is prepared by the valuer and verified and approved by Wereldhave.
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The fair value is based on a net yield calculation, where market rents are capitalized.
Elements of this calculation include current and future rent levels, expected vacancy rates,
rent indexations, turnover rents, lease incentives, etc. The yields and market rents used
are specific for the country, the location, the type of property, the level of maintenance
and the general rent ability of every single property. The determination of applicable yields
is based upon comparable transactions, supplemented with market and building specific
knowledge and remaining other assumptions, in which the professional judgment of the
valuer will become more important if the available transaction information is not sufficient.
Apart from assumptions with respect to yields, costs for future maintenance investments
are also considered in the valuation. Furthermore, explicit assumptions are made per lettable
location and per tenant with regard to (re)letting, the start date of such (re)letting and the
costs related thereto. Also, adjustments are made for expected costs of vacancy (present
and future) and for differences between the market rent and contractual rent. Sales costs
at the expense of the buyer, including transfer tax payable, are deducted from the market
value.
The Covid-19 pandemic has influenced the availability of market information. For the
Netherlands and France, the appraisers determined that there was a sufficient level of
market evidence upon which to base opinions of value as at the valuation date. The
valuation reports of our Belgian shopping centers include a material valuation uncertainty
statement due to the lack of relevant market information. For these properties there is a
lower level of certainty and more caution should be applied to the values than would be
the case under normal market conditions. The appraiser cannot attach as much weight
as usual to previous market evidence for comparison purposes and there is an increased
risk that the price realized in an actual transaction would differ from the value conclusion.
As a result of this increased uncertainty, the assumptions may be revised significantly in
2021. For the avoidance of doubt, the appraisers state the inclusion of the material valuation
uncertainty paragraph does not mean that the estimated valuations for these shopping
centers cannot be relied upon.
General assumptions with regard to the valuation of investment property have been
disclosed in paragraph 3.6 and in note 5.
Pensions
With regard to the measurement of defined benefit plans, assumptions have been made
with regard to interest rates, expected return on assets, mortality rates and future salary
increases. Deviations from the assumptions will impact on assets, liabilities and results
on future periods. In order to mitigate risks Wereldhave uses external experts for the
measurement of defined benefit plans. Assumptions have been disclosed in note 19.
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4 Segment information
Geographical segment information 2021
(x € 1,000) Belgium France Netherlands Headoffice Total
Result
Gross rental income 58,411 33,336 70,092 - 161,840
Service costs charged 8,951 10,525 9,456 - 28,931
Total revenue 67,362 43,861 79,548 - 190,771
Service costs paid -11,836 -12,485 -10,452 - -34,772
Property expenses -8,272 -9,207 -13,850 - -31,329
Net rental income 47,255 22,168 55,246 - 124,669
Valuation results -4,188 -24,680 -37,012 - -65,880
Results on disposals 63 -214,086 -14,417 - -228,439
General costs -3,374 -6,500 -2,444 -6,571 -18,888
Other income and expense 6 -7 - -207 -208
Operating result 39,762 -223,105 1,375 -6,777 -188,745
Interest charges -3,891 -14,669 -18,621 12,418 -24,763
Interest income 3 14 -4 13
Other financial income and expense 2,410 - - -3,543 -1,133
Income tax -100 -107 1,543 - 1,336
Result 38,184 -237,866 -15,707 2,098 -213,292
Total assets
Investment properties in operation 910,796 168,985 827,235 - 1,907,015
Investment properties under construction 13,514 - 13,072 - 26,587
Assets held for sale 3,325 - 3,200 - 6,525
Other segment assets 23,903 17,698 383,757 882,890 1,308,248
minus: intercompany -211 - -65,000 -1,145,673 -1,210,884
951,327 186,683 1,162,265 -262,783 2,037,491
Investments 12,310 10,987 20,126 - 43,423
Gross rental income by type of property
Shopping centers 52,180 33,336 70,092 - 155,609
Offices 6,231 - - - 6,231
58,411 33,336 70,092 - 161,840
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Geographical segment information 2020
(x € 1,000) Belgium France Netherlands Headoffice Total
Result
Gross rental income 59,429 42,812 87,132 - 189,372
Service costs charged 7,779 13,387 9,864 - 31,030
Total revenue 67,208 56,198 96,996 - 220,402
Service costs paid -10,003 -18,794 -11,333 - -40,130
Property expenses -13,742 -14,665 -18,837 - -47,243
Net rental income 43,463 22,740 66,826 - 133,029
Valuation results -58,876 -122,040 -112,148 - -293,064
Results on disposals 308 6,876 -6,982 - 202
General costs -3,205 -2,576 -2,201 -6,207 -14,188
Other income and expense -102 -13 - -64 -178
Operating result -18,411 -95,012 -54,506 -6,270 -174,200
Interest charges -2,685 -16,811 -18,189 8,786 -28,900
Interest income 3 0 12 16
Other financial income and expense -1,091 - 0 8,475 7,384
Income tax 6 -581 593 1,460 1,479
Result -22,178 -112,404 -72,089 12,450 -194,221
Total assets
Investment properties in operation 906,878 689,477 917,074 - 2,513,429
Investment properties under construction 12,635 - 46,035 - 58,669
Assets held for sale 0 - 3,200 - 3,200
Other segment assets 22,259 44,417 292,629 1,274,321 1,633,626
minus: intercompany -206 - -65,000 -1,400,972 -1,466,178
941,565 733,894 1,193,938 -126,651 2,742,746
Investments
18,705 18,163 24,163 - 61,031
Gross rental income by type of property
Shopping centers 51,813 42,812 87,132 - 181,756
Offices 7,616 - - - 7,616
59,429 42,812 87,132 - 189,372
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5 Investment property
(x € 1,000)
Investment
property in
operation
Lease
incentives
Investment
property under
construction
Total Investment
property
2021
Balance at January 1 2,513,429 5,482 58,669 2,577,580
Purchases -1,010 - - -1,010
Investments 27,568 - 16,865 44,433
From / to development properties 48,947 - -48,947 -
To / from investments held for sale -4,282 - - -4,282
Disposals -611,773 - - -611,773
Valuations -65,880 - - -65,880
Other 16 256 - 272
Balance at December 31 1,907,015 5,738 26,587 1,939,340
2020
Balance at January 1 2,833,690 5,639 67,357 2,906,686
Purchases 422 - - 422
Investments 41,128 - 19,481 60,609
From / to development properties 25,106 - -25,106 -
To / from investments held for sale -0 - - -0
Disposals -96,116 - - -96,116
Valuations -290,802 - -3,062 -293,864
Other - -157 - -157
Balance at December 31 2,513,429 5,482 58,669 2,577,580
Investment property in operation
The Company disposed in 2021 In de Bogaard, Etten-Leur and Koningshoek in the Netherlands.
In addition, the company disposed the shares of the entities holding the Docks 76, Docks
Vauban, Rivetoile and Saint Sever shopping centers in France.
Purchases in 2021 are negative mainly due to a settlement received in Belgium which was
adjusted on the initial purchase price recognized in prior years.
Overview of measurements of total Investment property
(x € 1,000) December 31, 2021 December 31, 2020
Investment property in operation (including lease incentives) 1,897,411 2,503,580
Investment property under construction (IPUC) 13,073 46,036
Fair value as per external valuation reports 1,910,484 2,549,615
Fair value of ground rent (leasehold) 15,342 15,331
At cost less impairment (IPUC) 13,514 12,635
Total 1,939,340 2,577,580
Investment properties were valued externally at December 31, 2021 by independent
external property valuators Jones Lang LaSalle, Cushman & Wakefield and CBRE. In total
99.3% (2020: 99.5%) of the investment property portfolio was measured at fair value.
Investment property in operations
The change in valuation can be broken down as follows:
(x € 1,000) 2021 2020
Belgium -4,188 -57,936
France -24,680 -122,040
Netherlands -37,012 -110,826
Total -65,880 -290,802
At December 31, 2021 investment property with a value of € 312.0m (2020: € 323.9m) is
pledged as security for credit facilities. As of December 31, 2021 the Company has not drawn
on the relating facilities.
At December 31, 2021 the carrying amount is as follows:
(x € 1,000) December 31, 2021 December 31, 2020
Total value according to external valuation reports 1,897,411 2,503,580
Add: Present value of future ground rent payments (leasehold) 15,342 15,331
Deduct: carrying amount of rent free periods and other leasing
expenses to be amortized -5,738 -5,482
Carrying amount 1,907,015 2,513,429
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Key assumptions relating to valuations (excluding developments)
Belgium France Netherlands
2021
Total market rent per sqm (€) 203 268 200
EPRA Net Initial Yield 5.8% 4.6% 6.5%
EPRA vacancy rate 6.1% 5.3% 4.3%
Average vacancy period (in months) 13 12 9
Bandwidth vacancy (in months) 9-18 9-15 0-17
2020
Total market rent per sqm (€) 203 231 197
EPRA Net Initial Yield 5.7% 4.9% 7.0%
EPRA vacancy rate 8.1% 7.2% 3.4%
Average vacancy period (in months) 12 11 10
Bandwidth vacancy (in months) 0-18 9-12 5-20
EPRA Net Initial Yield
Annualized rental income based on cash rents passing at the balance sheet date, less
non-recoverable property operating expenses, divided by the market value of the property,
including estimated purchasers’ cost (EPRA Net Initial Yield = ((Annualized rent passing +
other income + turnover rent -/- property expenses) / Gross Property Value)). The total
average EPRA Net Initial Yield 2021 is 6.0% (2020: 6.0%).
In case the yield changes with 0.25%, assuming stable market rents, it would result in a
change of € 62.6m on shareholders’ equity and result (€ 1.56 per share). A 5% drop of the
estimated market rent, assuming stable yields, has a negative impact on shareholders’
equity and result of approximately € 88.9m (€ 2.22 per share).
Investment property in operation lease data
Average lease length Annual rent of lease expiring in ¹ ²
(x € 1,000)
Until
first break
Until lease
end date < 1 year 1-5 year > 5 year
indefinite
contracts
2021
Belgium 2.1 6.6 4,085 13,272 37,186 442
France 2.2 5.1 505 4,017 5,863 341
Netherlands 3.4 4.1 6,273 31,183 21,903 6,373
Total portfolio 2.8 5.3 10,863 48,472 64,952 7,156
2020
Belgium 2.6 6.3 6,487 15,441 33,289 337
France 2.2 5.3 2,706 8,280 22,421 6,194
Netherlands 3.2 4.3 6,518 40,453 26,500 6,784
Total portfolio 2.8 5.2 15,711 64,174 82,210 13,315
1. Based on lease end date
2. Indefinite contracts are included for one year
Investment property under construction
The change in valuation can be broken down as follows:
(x € 1,000) 2021 2020
Belgium - -940
Netherlands - -2,122
Total - -3,062
Fair value hierarchy disclosures for investment properties have been provided in note 24.
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6 Property and equipment
Owned Leased
(x € 1,000)
Office
equipment Cars Offices Cars Total
Balance at January 1, 2021 1,668 - 2,378 1,373 5,419
Investments/purchases 56 - - 82 138
Disposals -28 - - -3 -31
Depreciation -328 - -711 -519 -1,558
Balance at December 31, 2021 1,368 - 1,667 933 3,968
Balance at January 1, 2020 1,907 7 3,085 1,027 6,026
Investments/purchases 108 - - 988 1,096
Disposals -10 - - - -10
Depreciation -337 -7 -707 -642 -1,693
Balance at December 31, 2020 1,668 - 2,378 1,373 5,419
December, 31 2021
Total acquisition at cost 5,339 110 3,848 2,692 11,989
Total depreciation -3,971 -110 -2,181 -1,759 -8,021
Net book value 1,368 - 1,667 933 3,968
December, 31 2020
Total acquisition at cost 5,311 110 3,848 2,613 11,882
Total depreciation -3,643 -110 -1,470 -1,240 -6,463
Net book value 1,668 - 2,378 1,373 5,419
7 Intangible assets
The intangible assets consist of computer software: acquired computer software licenses
and costs relating to internally developed software.
Computer software
(x € 1,000) December 31, 2021 December 31, 2020
Balance at January 1 273 517
Investments 358 110
Amortization -152 -354
Balance at December 31 479 273
(x € 1,000) December 31, 2021 December 31, 2020
Total acquisition at cost 2,958 2,600
Total amortization -2,479 -2,327
Total 479 273
8 Financial assets
(x € 1,000) IFRS Category December 31, 2021 December 31, 2020
Loans amortized cost 1,169 539
Deposits paid amortized cost 2,250 2,251
Derivative financial instruments Fair value through P&L 16,398 13,965
Total
19,818 16,755
Derivative financial instruments
Further reference is made to note 22.
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9 Trade and other receivables
(x € 1,000) December 31, 2021 December 31, 2020
Tenant receivables 13,485 24,467
Service charge receivable 2,688 1,233
Prepayments 1,140 1,439
Interest to be received 3,865 5,085
Amounts to be invoiced 9,914 9,514
Other 4,726 9,429
Total 35,818 51,167
The fair value of the trade and other receivables coincides with their carrying amount.
Wereldhave holds tenant deposits, credit letters from banks and Group credit letters
as collateral. Other receivables do not include amounts with a maturity of more than
twelve months.
Interest to be received refers to interest receivable under interest rate swaps.
Maturity of tenant receivables
(x € 1,000) December 31, 2021 December 31, 2020
Due 6,592
10,121
Past due less than 1 month 2,292
3,056
Past due between 1 and 3 months 1,181
3,439
Past due between 3 and 12 months 6,681
22,455
Past due over 12 months 8,704
11,287
25,451 50,359
Deduct: provision -11,966 -25,891
Total 13,485 24,467
In 2021 an amount of € 10.6m (2020: € 24.0m) was added to the provision doubtful debt and
an amount of € 14.2m (2020: € 7.2m) was withdrawn. Tenant receivables and provisions for a
net balance of € 10.4m were transferred to the purchaser of the disposed French entities.
10 Tax receivables
(x € 1,000) December 31, 2021 December 31, 2020
Withholding tax 283 2,757
Value added tax 845 4,043
Dividend tax 3,450 4,090
Corporate income tax 197 137
Total 4,775 11,027
In 2021 withholding tax receivable was largely settled. In addition, the tax receivable
reduced due to the disposal of the French assets.
11 Cash and cash equivalents
(x € 1,000) December 31, 2021 December 31, 2020
Bank balances 26,769 67,000
Total 26,769 67,000
12 Investment held for sale
Investments held for sale includes a plot of land in Leiderdorp and 2 plots of land in Tournai.
Completion of the transaction in Leiderdorp is subject to permits being obtained by the
purchaser.
13 Share capital
(number of shares)
Authorized
share capital
Number of
issued shares
Shares for
remuneration
Outstanding
number of shares
Balance at January 1, 2020 75,000,000 40,270,921 -15,498 40,255,423
Movements in 2020 - - -63,761 -63,761
Balance at December 31, 2020 75,000,000 40,270,921 -79,259 40,191,662
Movements in 2021 - - -67,335 -67,335
Balance at December 31, 2021 75,000,000 40,270,921 -146,594 40,124,327
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The authorized ordinary shares have a par value of € 1 each. All issued ordinary share have
been fully paid.
Preference shares
The authorized preference share capital amounts to a number of preference shares equal
to the number of ordinary shares up to € 75m. The preference shares have a par value of
€ 1 each. No preference shares have been issued.
Capital management
The objective of Wereldhave, when managing capital, is to safeguard the Group’s continuity,
to provide returns for its shareholders, benefits for other stakeholders and to maintain a
capital structure as to optimize the cost of capital. Furthermore, Wereldhave manages its
fiscal capital to ensure that it meets the requirements from fiscal laws and regulations.
Wereldhave has the possibility to adjust the amount of dividends, return capital to
shareholders, issue new shares or sell assets in order to maintain or adjust the capital
structure.
14 Share premium
Share premium is paid up share capital in excess of nominal value. There were no changes
in share premium in 2021. The amount of share premium that is recognized for tax purposes
is € 1,716m (2020: € 1,716m).
15 General reserve
In May 2021, a final dividend relating to 2020 of € 0.50 was paid per qualifying ordinary
share. No interim dividends relating to 2021 were distributed in 2021.
An amount of € 167m (2020: € 227m) has been designated as legal reserves, mainly relating
to the unrealized valuation adjustments of investment properties and cannot be distributed.
16 Hedge reserve and cost of hedging reserve
The hedge reserve comprises the effective portion of the cumulative net change in fair value
of hedging instruments designated as cash flow hedges where the hedged transaction has
not yet occurred. The cost of hedging reserve comprises changes in the fair value of cross-
currency interest rate swaps that are caused by the cross-currency basic spreads.
17 Interest-bearing liabilities
Composition
(x € 1,000) December 31, 2021 December 31, 2020
Long term
Bank loans 141,355 383,382
Private placements 531,245 587,635
672,600 971,017
Short term
Bank loans - 74,987
Private placements 75,000 121,825
Treasury notes 67,250 84,950
142,250 281,762
Total interest bearing liabilities 814,850 1,252,779
Movements in interest-bearing liabilities
Including short-term portion of debt.
(x € 1,000) 2021 2020
Balance at January 1 1,252,779 1,335,657
New funding 31,316 358,708
Repayments -487,839 -412,540
Use of effective interest method 961 956
Effect of fair value hedges -705 -1,584
Exchange rate differences 18,338 -28,419
Balance at December 31 814,850 1,252,779
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Private Placements
The Private Placement Notes issued in 2015 and 2017 contain embedded derivatives.
The derivatives are recorded separately in the financial statements. As per December 31,
2021 the embedded derivatives have a positive value of € 0.2m (2020: € 4.3m positive).
Secured interest-bearing liabilities
At December 31, 2021 investment property with a value of € 312.0m (2020: € 323.9m) is
pledged as security for credit facilities. As of December 31, 2021 the Company has not drawn
on the relating facilities.
Unsecured interest-bearing liabilities
Unsecured interest-bearing liabilities have financial covenants that include various clauses.
As at December 31, 2021 Wereldhave complied with these clauses.
Covenants
Loan-to-value
The Loan-to-value ratio is calculated by dividing the debt by the investment properties.
This ratio may not exceed 60%.
Interest cover ratio
The interest cover ratio is calculated by dividing the net rental income by the net interest
payable. This ratio may not be less than 2.
Solvency
Equity (less intangible assets) and deferred tax liabilities should amount to at least 40% of
total assets (less intangible assets).
Covenants December 31, 2021 December 31, 2020
Loan-to-Value 60.0% 41.0% 46.7%
Solvency 40.0% 53.8% 48.7%
Interest coverage ratio 2.0 5.8 5.3
The Company reports a net Loan-to-Value of 41.0% in its communication with investors.
The Loan-to-Value definition in accordance with the covenants is a gross Loan-to-Value
where the available cash and cash equivalents are not deducted from the debt and both the
fair values of the assets and debt are adjusted for the secured debt in place. In accordance
with this definition the Loan-to-Value is 50.6% at December 31, 2021 (2020: 54.8%).
Average effective interest rate
The effective interest is the rate that discounts estimated future cash payments or receipts
through the expected life of the financial instrument or, when appropriate, a shorter period,
to the net book value of the financial asset or financial liability. Differences to the nominal
interest rate may occur because of the amortization of interest charges and equity option
components of convertible bonds over the remaining duration of the instrument.
The average nominal interest based on nominal interest rates, without the effects of the
effective interest rate method amounts to:
2021 2020
Euro 2.0% 1.7%
US dollar 2.8% 2.3%
Pound sterling 3.0% 3.0%
Canadian Dollar 2.3% 2.3%
Total 2.3% 1.9%
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The average interest rate based on the effective interest method is as follows:
2021
EUR GBP USD CAD Total
Short term interest bearing debt
Bank loans and private placement 1.5% - - - 1.5%
Interest rate swaps 0.3% - - - 0.3%
Long term interest bearing debt
Bank loans, private placement and EMTN 2.2% 4.1% 4.4% 4.0% 3.1%
Interest rate swaps -1.2% - - - -1.2%
Average 2.0% 4.1% 4.4% 4.0% 2.3%
2020
Short term interest bearing debt
Bank loans and private placement 0.9% 0.0% 5.5% - 2.5%
Interest rate swaps -1.5% - - - -1.5%
Long term interest bearing debt
Bank loans and private placement 1.6% 4.1% 4.4% 4.0% 2.3%
Interest rate swaps -0.9% - - - -0.9%
Average 1.7% 4.1% 4.8% 4.0% 1.9%
Fair value of debt
The carrying amount and the fair value of interest-bearing debts may differ as a result of
accounting adjustments, such as amortized costs and the result of differences in coupon
interest versus market interest.
The fair value of long-term interest-bearing debts is based on prices of these instruments
available in the active open market. In the absence of such market prices, the fair value is
calculated as the present value of cash flows discounted with the relevant market interest
percentages, including a company specific surcharge. The fair value of short-term interest-
bearing debts is equal to the book value.
The carrying amount and fair value of long-term interest-bearing debt is as follows:
December 31, 2021 December 31, 2020
(x € 1,000) carrying amount fair value carrying amount fair value
Bank loans and private placements 672,600 701,058 971,017 1,026,504
Total
672,600 701,058 971,017 1,026,504
Currencies
The carrying amount of interest-bearing debt of the Group (short- and long-term)
aredenominated in the following currencies:
December 31, 2021 December 31, 2020
currency EUR currency EUR
Euro 536,653 536,653 898,134 898,134
US dollar 192,500 169,195 307,500 252,268
Pound sterling 80,000 95,087 80,000 89,511
Canadian dollar
20,000 13,915 20,000
12,866
Total 814,850 1,252,779
Interest-bearing debt in U.S. Dollars, British Pound and Canadian dollar were for an amount
of USD 193m, GBP 80m and CAD 20m converted to EUR via multiple cross currency interest
rate swaps.
Credit facilities and bank loans
As at December 31, 2021, Wereldhave had € 525m (2020: € 605m) of revolving credit
facilities. An amount of € 35m (2020: € 35m) will expire within 1 year, € 490m (2020: 545m)
in 1 to 5 years and nil (2020: € 25m) expires after 5 years.
As at December 31, 2021, Wereldhave had undrawn credit facilities to the amount of
€ 525m (2020: € 306m). The average maturity of the committed revolving credit facilities
at December 31, 2021 was 2.1 years (2020: 2.6 years).
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18 Deferred tax liabilities
Deferred tax liabilities relate to the difference between the fair value of investment
properties and their carrying amount for tax purposes. This item is to be considered as being
of a long-term nature. Movements are shown as follows:
(x € 1,000) 2021 2020
Balance at January 1 711 1,227
Movements taken to the result due to positive revaluation 51 -
Movements taken to the result due to negative revaluation - -391
Disposal -952 -
Other 190 -125
Balance at December 31 - 711
19 Other long-term liabilities
(x € 1,000) December 31, 2021 December 31, 2020
Pension plans 849 1,102
Tenants deposits 5,757 12,150
Lease liabilities 18,306 19,920
Total 24,912 33,172
Tenant deposits consists of amounts received from tenants as a guarantee for future rental
payment obligations. Tenant deposits reduced compared to 2020 mainly as result of the
disposal of the French assets.
Pension plans
The net liability from the defined benefit plan in Belgium is composed as follows:
(x € 1,000) 2021 2020
Fair value of plan assets 3,018 2,850
Benefit obligations 3,867 3,952
Net liability 849 1,102
Reconciliation of net liability 2021 2020
January 1 1,102 1,130
Charge recognized in P&L 355 376
Remeasurement recognized in OCI (Income)/Loss -269 -84
Employer contributions -339 -320
December 31 849 1,102
The movement of the defined benefit obligation in Belgium is as follows:
(x € 1,000) 2021 2020
Balance at January 1 3,952 3,743
Net service cost 351 372
Interest cost 14 14
Employee contributions 4 3
Benefits paid -80 -116
Experience (gains) / losses -307 1
Expenses -67 -65
Balance at December 31 3,867 3,952
The movement of the fair value of plan asset in Belgium is as follows:
(x € 1,000) 2021 2020
Balance at January 1 2,850 2,613
Interest income on plan assets 10 10
Return om scheme assets -38 85
Actual expenses -67 -66
Employer contributions 339 321
Employee contributions 4 3
Benefits paid -80 -116
Balance at December 31 3,018 2,850
The assumptions used:
- discount rate obligations 0.80%-0.90% 0.15%-0.45%
- rate of annual salary increases including inflation 1.7% - 6.7% 2.0% - 7.0%
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Pension costs
The total cost for defined benefit plan in Belgium is as follows:
(x € 1,000) 2021 2020
Current service cost 351 372
Net interest on Net Defined Benefit Liability (Asset) 4 4
Total 355 376
The following amounts have been recognized in other comprehensive income (OCI):
(x € 1,000) 2021 2020
Actuarial (gain)/loss due to liability expenses -269 -84
Remeasurement effect recognized in OCI
-269 -84
In total the following movements have been recognized in the income statement and OCI:
(x € 1,000) 2021 2020
Balance at January 1 3,952 3,743
Net service cost 351 372
Interest cost 14 14
Employee contributions 4 3
Benefits paid -80 -116
Experience (gains) / losses -307 1
Expenses -67 -65
Balance at December 31 3,867 3,952
The fair value of the Belgian pension assets consists, as in 2020, for 100% of insurance
contracts.
Mortality rates
The mortality rates used for Belgium are the MR/FR series with an age correction of -5 years. In
2021 and 2020 the plan asset in Belgium does not include shares issued by the Company. For
the above-mentioned pension plan the expected employer’s contribution is € 0.3m for 2022.
Leases
Wereldhave has entered into leasehold contracts as well as offices and car leases.
During 2021 the following was recognized in the income statement:
(x € 1,000) 2021 2020
Interest on lease liabilities 1,027 1,062
Variable lease payments not included in the measurement of
lease liabilities 148 412
Total 1,175 1,474
The maturity of the lease liabilities is as follows:
(x € 1,000) December 31, 2021
- up to 1 year 2,482
- between 1 and 2 years 2,326
- between 2 and 5 years 3,287
- more than 5 years 70,098
Total 78,192
20 Tax payable
(x € 1,000) December 31, 2021 December 31, 2020
Value added tax 3,077 4,769
Social security tax 341 406
Dividend tax - 2,449
Company tax 174 1,093
Other tax 743 796
Total 4,336 9,514
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21 Other short-term liabilities
(x € 1,000) December 31, 2021 December 31, 2020
Deferred rents 11,215 13,399
Property expenses 13,290 22,421
Interest 10,565 12,195
General costs 12,265 8,015
Capital commitments payable 9,525 6,831
Other short-term liabilities 10,281 6,452
Total 67,141 69,313
General costs include € 5.8m of liabilities relating to the closure of the French office and
subsequent severance payments to employees. See also note 29.
22 Financial instruments
Derivatives are used to hedge foreign currency and interest risks.
Hedging instruments
Interest and cross currency swaps can be classified as hedging instruments against foreign
currency risk on loans in USD, GBP and CAD and interest rate risk. The fair value of these
instruments breaks down as follows:
(x € 1,000)
Principal Interest range
Fair value
assets
Fair value
liabilities
2021
Cashflow hedge
USD currency swap USD 192,500 2.2% - 3.2% 14,442 -3,544
GBP currency swap GBP 80,000 2.7% - 3.4% - -12,790
CAD currency swap CAD 20,000 2.3% - -883
EUR interest rate swap EUR 50,000 0.3% - -107
Fair value hedge
USD currency swap USD - n.a. - -
No hedge accounting
EUR Interest rate swap EUR 411,975 0.3% - 3.0% 1,650 -1,055
EUR Interest cap EUR 90,000 0% - 0.5% 306 -
Total 16,398 -18,379
2020
Cashflow hedge
USD currency swap USD 307,500 2.2% - 3.2% 9,745 -8,119
GBP currency swap GBP 80,000 2.7% - 3.4% - -15,644
CAD currency swap CAD 20,000 2.3% - -1,578
EUR interest rate swap EUR 50,000 0.3% - -248
Fair value hedge
USD currency swap USD 115,000 n.a. 10,279 -
No hedge accounting
EUR Interest rate swap EUR 325,391 0.3% - 3.1% 4,266 -2,120
Total
24,289 -27,709
The fair value of a hedging derivative is classified as long-term if the remaining maturity
of the hedged item is longer than 1 year and as a current asset or liability if the remaining
maturity is less than 1 year.
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The remaining term of the derivatives for interest and currency conversion on a principal
basis is as follows:
December 31, 2021
(x € 1,000) EUR USD GBP CAD
- up to 1 year 50,000 - - -
- between 1 and 5 years 269,000 192,500 15,000 -
- more than 5 years 232,975 - 65,000 20,000
Total 551,975 192,500 80,000 20,000
December 31, 2020
- up to 1 year 84,416 115,000 - -
- between 1 and 5 years 100,000 180,000 15,000 -
- more than 5 years 190,975 12,500 65,000 20,000
Total 375,391 307,500 80,000 20,000
The following amounts have been recognized in shareholders equity in relation to hedge
accounting:
December 31, 2021
(x € 1,000) EUR USD GBP CAD Total in EUR
Effective part fair value changes in cashflow hedging 55 -2,464 -3,546 -165 -6,120
Changes in fair value of cost of hedging
- 48 823 -190 681
Net effect in equity 55 -2,416 -2,723 -355 -5,439
December 31, 2020
Effective part fair value changes in cashflow hedging 414 7,396 3,531 992 12,333
Changes in fair value of cost of hedging - 31 792 -88 735
Net effect in equity 414 7,427 4,323 904 13,068
In 2021, there was no impact on the income statement as a result of ineffectiveness of
hedges (2020: € 0.3m loss).
Regarding fair value hedge derivatives, a loss of € 0.7m (2020: € 1.6m loss) has been
included in net interest, and a gain for the same amount has been recorded on the same line
in the income statement for the hedged item. The fair value hedge matured in 2021.
Derivatives
Derivatives include (cross currency) interest rate swaps whose fair value has been
determined by a calculation model based on contractual and market interest rates (level 2).
In the models the counter party risk has been considered via the non-current exposure
method.
Changes in the fair value of derivative financial instruments for interest conversion are
accounted for as financial assets at fair value through profit and loss. During 2021 a negative
amount of € 1.2m was charged to the other financial income and expense (2020: € 5.7m
positive) relating to these financial assets. In addition, net interest decreased by € 3.5m
(2020: € 5.4m) as a result of derivative financial instruments for interest conversion.
Credit risk
During 2021 the market value of the interest swaps changed as a result of movement in
underlying interest rates. The full value of the derivative financial instruments is exposed
to credit risk and is not mitigated by other instruments. The credit risk of counter parties
is monitored on a continuous basis.
23 Financial assets and liabilities
Financial risks
Wereldhave’s financial risks management focuses on the unpredictable nature of the
financial markets and aims to minimize adverse effects on the Group’s financial position
and performance. Wereldhave is exposed to the following financial risks:
Market and interest risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market prices. The Group’s market risks arise from open
positions in foreign currencies and interest-bearing liabilities, to the extent that these
are exposed to general and specific market movements. Management sets limits on the
exposure to currency and interest rate risk that may be accepted, which are monitored
on a monthly basis. However, the use of this approach does not prevent losses outside
of these limits in the event of more significant market movements.
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The Group’s interest rate risk is monitored by the Group’s management on a monthly basis.
The interest rate risk policy has been approved by the Board of Management. Management
analyses the Group’s interest rate exposure on a dynamic basis. Various scenarios are
simulated, taking into consideration refinancing, renewal of existing positions and alternative
financing sources. Based on these scenarios, the Group calculates the impact on profit and
loss of a defined interest rate shift. The scenarios are run only for liabilities that represent
the major interest-bearing positions. The simulation is done on a monthly basis to verify that
the maximum potential loss is within the limits set by management. Trade receivables and
payables (other than tenant deposits) are interest-free and have settlement dates within
one year.
The Group manages its exposure to changes in interest rates and its overall cost of financing
by using interest rate swap agreements. These interest rate swap agreements are used to
transform the interest rate exposure on the underlying liability from a floating interest rate
into a fixed interest rate. It is the Wereldhave’s policy to keep at least 50% of its borrowings
at fixed rates of interest. In the current low interest rate environment Wereldhave has fixed
the interest rate for 88% (2020: 69%) of its debt.
Sensitivity
A change in interest rate by 1% will impact the result and equity by € 1.0m (2020: € 3.8m)
and earnings per share and asset value per share by € 0.02 (2020: € 0.10).
Currency risk
Wereldhave operates in euro countries only. The currency risks relate to USD, GBP and
CADdenominated US Private Placement Notes and have been fully hedged to euro
throughcross currency swaps. Refer to note 17 for an overview of loans denominated in
foreign currencies.
Liquidity risk
Wereldhave manages its liquidity risk on a consolidated basis with cash provided from rental
income being a primary source of liquidity. The Group manages short-term liquidity based on
a rolling forecast for projected cash flows for a twelve-month period.
Besides the cash from operations, fluctuations in the liquidity requirements are
accommodated by means of several committed revolving credit facilities of in total € 525m.
The facilities will expire for € 35m in 2022, € 50m in 2023, € 415m in 2024 and € 25m in
2026.
As at year-end 2021, no borrowing under the committed facilities were made (2020:
€ 299m). The interest and repayment obligations for 2022 are covered by means of
cashflow and available facilities.
Liquidity risk is furthermore managed by maintaining strong capital ratios, keeping strong
relationships with various international banks and financial markets, and maintaining
sufficient credit facilities (committed and uncommitted), see note 17.
Wereldhave must at all times meet its obligations under the loans it has taken out, including
the interest cover ratio. The interest cover ratio is calculated by dividing the net rental
income by the net interest payable. This ratio must not be less than 2. The 2021 interest
cover ratio was 5.8 (2020: 5.3). Wereldhave must also meet solvency requirements: equity
(less intangible assets) and deferred tax liabilities should amount to at least 40% of total
assets (less intangible assets). At year-end 2021, the solvency was 53.8% (2020: 48.7%).
During the period, the Group did not breach any of its loan covenants, nor did it default on
any other of its obligations under its loan agreements. Apart from these obligations and
commitments, Wereldhave’s tax status imposes financing limits.
Wereldhave is funded with a diversity of financing instruments in money markets and capital
markets. Debt maturities are chosen in line with the long-term character of Wereldhave’s
assets. Consequently, Wereldhave has a well-spread maturity profile.
Financial transactions are only concluded with the prior approval of the Board of
Management and the Supervisory Board for bonds and other tradable debt instruments.
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Credit risk
Wereldhave’s maximum exposure to credit risk in the event that a counterparty fails
to fulfil its obligations in relation to each class of recognized financial asset, including
derivatives, is the carrying amount of those assets in the consolidated statement of financial
position. Reference relating to the credit risk in the derivatives is made in note 8 and 22.
Standard lease terms include that rent has to be paid upfront and every tenant’s
creditworthiness is verified before entering a new lease. The credit risk related to
lease contracts is mitigated by bank guarantees and deposits received from tenants.
The maximum credit risk is the carrying amount less bank warranties and deposits received
from tenants. Wereldhave monitors this creditworthiness per tenant and determines via
management reports the adequacy of the provision for doubtful debtors.
The Group uses a provision matrix to measure the expected credit losses on trade
receivables. Trade receivables have been grouped based on shared credit risk
characteristics and the days past due to measure the expected credit losses. The provision
matrix is initially based on the Group’s historical observed loss rates and adjusted to reflect
current and forward-looking information, such as macroeconomic factors.
The following table provides information about the exposure to credit risk and expected
credit losses for trade receivables at December 31, 2021
2021
(x € 1,000) Expected loss rate Gross carrying amount Provision
Due 0% 6,592 -
Past due less than 1 month 17% 2,292 380
Past due between 1 and 3 months 32% 1,181 373
Past due between 3 and 12 months 69% 6,681 4,606
Past due over 12 months 76% 8,704 6,607
Total 25,451 11,966
The movement in the loss allowance for trade receivables during the year was as follows.
(x € 1,000) 2021 2020
Balance at January 1 25,891 9,100
Disposals -10,339 -
Amounts written off -14,155 -7,217
Net remeasurement of loss allowance 10,568 24,009
Balance at December 31 11,966 25,891
Trade receivables are written off when there is no reasonable expectation of recovery
while taking into consideration deposits, guarantees and recoverable taxes. Indicators that
there is no reasonable expectation of recovery include, amongst others, the failure to make
contractual payments for a period of greater than 90 days past due.
Sensitivity of credit risk on lease income
In case 1% of the annual rent is not paid, the effect on the gross rental income amounts to
€ 1.3m (2020: € 1.8m) and € 0.03 (2020: € 0.04) on the result per share. If 10% of debtors
would default on payment, this would impact results by a maximum of € 1.6m (2020: € 2.6m).
As a result of such default, result per share would decrease by € 0.04 (2020 € 0.06).
Wereldhave’s maximum exposure to credit risk in the event that a counterparty fails to fulfil
its obligations in relation to each class of recognized financial asset, including derivatives,
Wereldhave’s maximum exposure to credit risk in the event that a counterparty fails to fulfil
its obligations in relation to each class of recognized financial asset, including derivatives,
is the carrying amount of those assets in the consolidated statement of financial position.
To limit credit or counterparty risk, only financial institutions with an investment grade credit
rating are eligible as counterparties for financial transactions.
Concentration of credit risk
Concentration of risk occurs when a single financial risk is borne by one party or when
several financial risks are concentrated within one or a few parties. Wereldhave mitigates
the concentration risk with regard to interest, currency and liquidity risk by concluding
interest and currency derivatives and loans with several financial parties. The credit risk
further reduced by the size and diversification of the tenant portfolio as a result of which
there is no concentration of risk.
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Maturity of and interest payable on debt
The maturity and interest payable of debt (up to 12 months including trade payables and
derivative financial liabilities) and future contractual interest payments is as follows:
December 31, 2021
(x € 1,000) Principal Interest Total
- up to 1 year 154,694 15,708 170,402
- between 1 and 2 years 106,385 13,318 119,703
- between 2 and 5 years 335,749 24,338 360,087
- more than 5 years 232,149 11,084 243,233
Total 828,977 64,448 893,425
December 31, 2020
- up to 1 year 296,308 21,165 317,473
- between 1 and 2 years 196,000 18,681 214,681
- between 2 and 5 years 511,131 37,240 548,371
- more than 5 years 265,801 24,014 289,815
Total 1,269,240 101,100 1,370,340
The difference between the sum of the nominal principal values and the carrying amount
of € 1.7m (2020: € 1.2m) consists of the amortized costs of € 1.7m (2020: € 2.5m) and the
positive fair value adjustment on hedged items of nil (2020: € -1.3m).
With regard to the interest on debt with variable interest rates, the rates prevailing at the
balance sheet date have been used to determine the future outgoing cash flow. In addition
to the financial liabilities mentioned above Wereldhave has a tenant deposit liability for an
amount of € 6m (2020: € 12m). Tenants are obliged to deposit cash or give a guarantee
when entering a lease contract.
Financial assets and liabilities
The table below gives an overview of financial assets and liabilities discussed in previous
notes. The first column shows the IFRS categories and subsequent columns the IFRS classes
of financial instruments are shown.
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(x € 1,000) Note
amortized
cost
Financial assets at
fair value through
profit and loss Total
December 31, 2021
Assets
Financial assets 8 3,419 16,398 19,818
Trade and other receivables 9 35,818 - 35,818
Cash and cash equivalents 11 26,769 - 26,769
Total 66,006 16,398 82,404
Liabilities
Interest bearing debts 17 814,850 - 814,850
Tenants deposits 19 5,757 - 5,757
Lease liabilities 19 18,306 - 18,306
Derivative financial instruments
22 - 18,379 18,379
Trade payables 12,337 - 12,337
Total 851,250 18,379 869,629
December 31, 2020
Assets
Financial assets 8 2,790 24,289 27,079
Trade and other receivables 9 51,167 - 51,167
Cash and cash equivalents 11 67,000 - 67,000
Total 120,957 24,289 145,246
Liabilities
Interest bearing debts 17 1,252,779 - 1,252,779
Tenants deposits 19 12,150 - 12,150
Lease liabilities
19
19,920 - 19,920
Derivative financial instruments 22 - 27,709 27,709
Trade payables 14,864 - 14,864
Total 1,299,713 27,709 1,327,423
Fair values of financial assets and liabilities are equal to the carrying amounts, unless
mentioned otherwise in the separate notes. There are no financial assets and liabilities held
for trading at fair value that are accounted for through profit and loss.
Where applicable, specific risks and further characteristics per financial assets and liabilities
are discussed in the related notes.
Off balance sheet assets and liabilities
The Group has contracted capital commitments for an amount of € 18m (2020: € 22m) with
regard to investment properties under construction. The Group has undrawn committed
credit facilities for an amount of € 525m (2020: € 306m).
The maturity of the Group capital commitments is as follows:
(x € 1,000) 2021 2020
- up to 1 year 18,268 20,577
- between 1 and 5 years - 1,340
- > year 5 - -
Total 18,268 21,917
24 Fair value measurement
The following table analyses financial instruments carried at fair value, by valuation method.
The different levels are defined as follows:
Level 1
Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2
Inputs other than quoted prices included within level 1 that are observable for the asset
or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 3
Inputs for the asset or liability that are not based on observable market data (that is,
unobservable inputs). There were no transfers between levels during the year under review.
The following table provides the fair value measurement hierarchy of the Group’s assets and
liabilities:
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Fair value measurement using
(x € 1,000)
Total
Quoted
prices (Level 1)
Observable
input (Level 2)
Unobservable
input (Level 3)
2021
Assets measured at fair value
Investment property in operation 1,912,753 - - 1,912,753
Investment property under construction 13,073 - - 13,073
Investments held for sale 6,525 - - 6,525
Financial assets
Derivative financial instruments 16,398 - 16,398 -
Liabilities for which the fair value
has been disclosed
Interest bearing debt 843,308 - 843,308 -
Derivative financial instruments 18,379 - 18,379 -
2020
Assets measured at fair value
Investment property in operation 2,518,911 - - 2,518,911
Investment property under construction 46,036 - - 46,036
Investments held for sale 3,200 - - 3,200
Financial assets
Derivative financial instruments 24,289 - 24,289 -
Liabilities for which the fair value
has been disclosed
Interest bearing debt 1,308,266 - 1,308,266 -
Derivative financial instruments 27,709 - 27,709 -
25 Gross rental income
Lease contracts specify the rent, the other rights and obligations of the lessor and the
lessee, including notice and renewal options as well as service and operating cost charges.
Lease contracts have various expiry terms and break clauses. Rent indexation is agreed in
countries where indexation is usual or legally permitted.
The disposals in 2021 of In de Bogaard, Etten-Leur and Koningshoek in the Netherlands as
well as Docks 76, Docks Vauban, Rivetoile and Saint Sever shopping centers in France
reduced our gross rental income compared to 2020.
Service cost paid and received are not included in gross rental income. Rental losses as a
result of vacancy, expressed as a percentage of theoretical rent, amounted to 10.1% in 2021
(2020: 7.7%).
Rental income based on turnover of the tenant amounts to 3.8% (2020: 3.2%) of gross
rental income. Lease incentives provided to tenants amounts to 2.2% (2020: 1.9%) of
gross rental income.
A change in the average occupancy rate by 0.5% results in a change of gross rental
income by € 0.9m (excluding impact service costs).
The aggregate contractual rent from lease contracts as at December 31, 2021 is shown
in the following table (lease contracts with turnover related clauses are accounted for
assuming the base rent only):
(x € 1,000) 2021 2020
- up to 1 year 128,872 172,089
- between 1 and 5 years 365,547 472,025
- more than 5 years 225,381 300,184
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26 Property expenses
(x € 1,000) 2021 2020
Property maintenance 762 996
Property taxes 3,571 4,810
Insurance premiums 869 445
Property management 5,825 6,858
Leasing expenses 1,553 749
Doubtful debt 10,568 24,009
Other operating costs 8,182 9,377
Total 31,329 47,243
Doubtful debt expenses decreased mainly as the impact of covid-19 arrangements and
provisions was less severe than in 2020. Other operating costs includes amongst other
parking costs as well as promotion and marketing costs.
27 Valuation results
(x € 1,000) 2021 2020
Investment properties in operation and investments held for
sale
Valuation gains 9,639 2,393
Valuation losses -75,519 -292,395
Total -65,880 -290,002
Investment properties under construction
Valuation gains - -
Valuation losses - -3,062
- -3,062
Total -65,880 -293,064
28 Results on disposals
(x € 1,000) 2021 2020
Properties Subsidiaries Total Properties Subsidiaries Total
Gross proceeds 92,441 302,956 395,397 104,267 - 104,267
Selling costs -514 -5,965 -6,479 -431 - -431
Net proceeds 91,927 296,991 388,918 103,836 - 103,836
Book value -106,280 -511,077 -617,357 -103,633 - -103,633
Total -14,353 -214,086 -228,439 202 - 202
The result on disposals relates to the sales disclosed in note 5.
29 General costs
(x € 1,000) 2021 2020
Salaries and social security contributions 22,178 18,344
Pension costs 1,282 1,396
Other employee costs 1,842 2,420
Audit and advisory fees 2,132 2,600
Office costs 4,141 4,112
Other general costs 5,788 3,477
37,362 32,349
Allocated and recharged -18,474 -18,161
Total 18,888 14,188
The allocation and recharges relate to expenses charged to third parties and allocation
of costs to property expenses and developments projects.In 2021, the general costs
included a total of € 5.8m which mainly relates the closure of the French management
office. An amount of € 4.1m is included in salaries and social security contributions, € 0.5m
in office costs and € 1.2m in other general costs.
Employees
During the year 2021 an average of 173 persons (2020: 177) based on full-time basis were
employed by the Group, of which 71 (2020: 74) in the Netherlands and 102 (2020: 103) abroad.
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Remuneration of the members of the Supervisory Board and
the Board of Management
The Supervisory Board members and the members of the Board of Management are
considered to be key management personnel. The remuneration policy was last approved
at the Annual General Meeting of Shareholders on April 24, 2020. Remuneration is indexed
annually with the consumer price index.
Supervisory Board:
2021 2020
A. Nühn 68 66
G. van de Weerdhof - 17
H. Brand 56 53
F. Dechesne 57 52
Total
181 188
The members of the Supervisory Board do not hold shares or options in Wereldhave N.V.
The Company has not issued loans, advances or financial guarantees to members of the
Supervisory Board. Shares or options on shares have not been and will not be awarded to
members of the Supervisory Board.
Board of Management:
(x € 1,000)
Fixed
income STI LTI
Pension and
pension
compensation
Social
charges Total
2021
M. Storm 559 325 335 78 13 1,310
A.W. de Vreede 403 235 242 65 13 958
Total 962 560 577 143 26 2,268
2020
M. Storm 531 224 331 76 13 1,175
A.W. de Vreede 384 161 239 60 13 857
Total 915 385 570 136 26 2,032
Short-term incentive
The short-term incentive (“STI”) is based on performance against the following targets:
•
50% is based on the Total Property Return in the Benelux compared to the MSCI index
•
for retail property returns in the Benelux;
•
20% is based on the Net Promoter Score (“NPS”);
•
20% is based on the average footfall increase for the Benelux; and
•
10% is determined by achievement of individual targes of Board members.
The STI is based on 40% of the fixed annual income. A minimum of zero and a maximum
of 1.5 times the STI may become payable depending on performance. A pro rata pay-out
applies between the threshold of 50% of target and the maximum of 150% of target.
The performance for 2021 resulted in an STI of € 325,124 for Mr. Storm and € 234,683
for Mr. de Vreede.
Long-term incentive
The long-term incentive (“LTI”) is based on performance against the following targets:
•
75% is based on Relative Total Shareholder Returns; and
•
25% is based on GRESB score.
The LTI is based on 60% of the fixed annual income. A minimum of zero and a maximum of
2.5 times the LTI may become payable depending on performance.
(x € 1,000)
Vesting
period
ends
Long-
term
incentive
Accounted in
financial
statements
2021
Accounted in
earlier financial
statements
Total
account-
ed for
Financial year granted
2021 - M. Storm 30-apr-24 335 117 - 117
2020 - M. Storm 28-apr-23 331 -28 110 82
2019 - M. Storm n.a. - - - -
2021 - A.W. de Vreede 30-apr-24 242 85 - 85
2020 - A.W. de Vreede 28-apr-23 239 -21 80 59
2019 - A.W. de Vreede n.a. - - - -
2018 - A.W. de Vreede n.a. - - - -
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Mr. Storm holds a total of 71,185 shares at December 31, 2021, of which 10,061 are
unconditional or private investment. The current fair value of the shares owned by Mr. Storm
amounts to € 911,168 based on the stock exchange price of € 12.80 per share as per
December 31, 2021.
Mr. de Vreede holds a total of 51,383 shares at December 31, 2021, of which 8,000
are unconditional or private investment. The current fair value of the shares owned
by Mr. de Vreede amounts to € 657,702 based on the stock exchange price of € 12.80
per share as per December 31, 2021.
The Company has not granted loans, advances or financial guarantees to members of
the Board of Management. The model to calculate the fair value of the share awards
incorporates the ranking of the total shareholder returns of the Company against the
defined peer companies.
30 Other income and expenses
Other income and expenses € -0.2m (2020: € -0.2m) relates to investment and
divestment activities, project related and other costs that cannot be directly linked
to the operational activities.
31 Net interest
(x € 1,000) 2021 2020
Interest paid -23,856 -27,551
Interest on lease liability -1,027 -1,062
Capitalized interest 726 565
Amortized costs loans -605 -852
Total interest charges -24,762 -28,900
Interest received 13 16
Total -24,749 -28,884
Capitalized interest in connection with developments is based on the Group’s weighted
average cost of debt. During 2021, the range of weighted average interest rates used
was 1.9% - 2.3% (2020: 1.9% - 2.0%). The average nominal interest rate at year end 2021
was 2.3% (2020: 1.9%). The line item ‘interest paid’ includes costs related to fees paid
for undrawn parts of committed financing facilities amounting to € 1.8m (2020: € 1.4m).
32 Other financial income and expenses
(x € 1,000) 2021 2020
Exchange rate differences 65 -89
Adjustments financial instruments -1,198 6,267
Other - 1,206
Total -1,133 7,384
33 Income tax
(x € 1,000) 2021 2020
Result before tax -214,628 -195,699
Income tax rate for REIT 0% 0%
Expected income tax for REIT - -
Tax effect of amounts not deductible (taxable) in calculating
taxable income
Tax on non-REIT income -53
-14
Tax benefit resulting from current year loss 1,483
493
Adjustment prior periods -35 853
Other -60 147
Income tax 1,336 1,479
Weighted average tax rate 0.6% 0.8%
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For 2021 the current tax charge is € 0.3m (2020: € 0.9m) and the deferred tax charge was
€ 1 .0m (2020: € 0.5m). The applicable tax rates for Group companies vary from 0% for
tax-exemp entities up to 27%.
The weighted average tax rate varies yearly, mainly because the valuation results are
taxed differently for the tax-exempt and tax-based countries. There are no tax effects relating
to other comprehensive income or amounts directly credited to equity (2020: none).
34 Summarized financial information on subsidiaries
All subsidiaries are included in the consolidation. The proportion of voting rights held by
the parent or by the Group companies in the subsidiaries do not differ from the proportion
of ordinary shares held. The parent does not have any shareholding in preference shares
of subsidiaries in the Group.
The total amount of non-controlling interest at year-end 2021 amounts to € 228.7m
(2020: 210.4m).
List of Subsidiaries
Name
Country of
incorporation
Proportion of
ordinary shares
Held by parent
(%)
Proportion of
ordinary shares
Held by the
group (%)
Proportion of
ordinary shares
Held by non-
controlling
interests (%)
West World Holding N.V. Netherlands 100.00
N.V. Wereldhave International Netherlands 100.00
Wereldhave Nederland B.V. Netherlands 100.00
Wereldhave Development B.V. Netherlands 100.00
Relovast V B.V. Netherlands 100.00
Relovast VI B.V. Netherlands 100.00
Royalton Real Estate B.V. Netherlands 100.00
Royalton Square B.V. Netherlands 100.00
Royalton Hill B.V. Netherlands 100.00
WH Tilburg Zuid (Heuvelstraat) B.V. Netherlands 100.00
Wereldhave Management Holding B.V. Netherlands 100.00
Wereldhave Management Nederland
B.V. Netherlands 100.00
NODA SAS France 100.00
Wereldhave Retail France SAS France 100.00
SCI Bordeaux Bonnac France 0.01 99.99
SAS WH Meriadeck
France 100.00
SCI du CC Bordeaux Prefecture France 0.01 99.99
SAS WH Coté Seine France 100.00
SCI Marceau Coté Seine France 0.01 99.99
Wereldhave Management France SAS France 100.00
Wereldhave Belgium N.V. Belgium 32.97 32.93 34.10
J-II N.V. Belgium 100.00
Waterloo Shopping BVBA Belgium 100.00
Wereldhave Management Belgium N.V. Belgium 100.00
Wereldhave Belgium Services N.V. Belgium 100.00
Espamad SLU Spain 100.00
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Summarized financial information for Wereldhave Belgium
Summarized balance sheet December 31, 2021 December 31, 2020
Current assets 21,928 21,593
Current liabilities -88,439 -130,153
Total current net assets -66,511 -108,561
Non-current assets 928,607 922,625
Non-current liabilities -191,199 -163,517
Total non-current net assets 737,408 759,109
Net assets 670,897 650,548
(x € 1,000) 2021 2020
Summarized income statement
Revenue 54,753 51,268
Profit before income tax 38,291 -22,154
Income tax expense/income -100 6
Post tax profit from continuing operations 38,191
-22,148
Other Comprehensive Income 348 135
Total Comprehensive Income
38,539 -22,013
Total Comprehensive Income allocated to non-controlling interest 13,071 -7,246
Dividend paid to non-controlling interest 11,491 5,770
Summarized cash flows
(x € 1,000) 2021 2020
Cash flows from operating activities
Cash generated from operations 47,474 39,954
Interest paid -3,959 -2,790
Net cash generated from operating activities 43,515 37,164
Net cash used in investment activities -9,163 -11,807
Net cash used in financing activities -31,843 -26,664
Net increase in cash and cash equivalents and bank overdrafts 2,509 -1,307
Cash, cash equivalents and bank overdrafts
at beginning of the year 3,030 4,337
Cash and cash equivalents and bank overdrafts at end of the year
5,539 3,030
35 Transactions with shareholders
In 2021 there were no transactions with shareholders that affected profit and loss.
36 Result and diluted result per share upon full conversion
Result per share
The results per share are calculated based on the total result after tax, attributable to holders
of ordinary shares and the average number of ordinary shares in issue during the year.
(x € 1,000) 2021 2020
Result attributable to shareholders of the company -226,250 -186,932
Number of issued shares as at January 1 40,270,921 40,270,921
Effect of purchased shares for remuneration on weighted average -124,460 -58,473
Weighted average number of shares for fiscal year
40,146,461
40,212,448
Earnings per share -5.64 -4.65
See note 38 for the proposed dividend for 2021.
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37 Net asset value per share
Net asset value per share
The net asset value per share is calculated based on equity as presented in the balance
sheet as at December 31 and the number of shares issued as at that date.
2021 2020
Equity available for shareholders (x € 1,000) 866,823 1,124,299
Number of ordinary shares per 31 December 40,270,921 40,270,921
Purchased shares for remuneration -146,594 -79,259
Number of ordinary shares per 31 December for calculation
net asset value 40,124,327 40,191,662
Net asset value per share (x € 1) 21.60 27.97
38 Dividend
It is proposed to distribute to holders of ordinary shares a dividend of € 1.10 per share in
cash in order to meet the distribution obligations under Dutch tax law, subject to dividend
withholding tax.
39 Related parties
The Board of Management, the Supervisory Board and subsidiaries of Wereldhave N.V. are
considered to be related parties. The members of the Supervisory Board and of the Board of
Management had no personal interest in any of the Company’s investments during the year.
For information about the directors´ remuneration and shareholding reference is made to
note 29.
Related party transactions were made on terms equivalent to those that prevail in arm’s
length transactions if such terms can be substantiated.
40 Events after balance sheet date
On February 4, 2022 an agreement was reached with Hudson’s Bay Company ULC for the
settlement of the rental guarantee with respect to the former HBC lease in Tilburg. The funds
from the settlement were received on February 7, 2022.
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Company balance sheet
at December 31, 2021
(x € 1,000) Note December 31, 2021 December 31, 2020
Assets
Non-current assets
Investments in subsidiaries 2 209,436 545,864
Other financial investments 3 1,193,689 1,473,972
Derivative financial instruments 14,912 13,965
Total non-current assets 1,418,038 2,033,800
Current assets
Tax receivables 4,316 4,480
Cash and cash equivalents 542 -
Accruals 4,317 5,539
Group companies receivable 484,590 387,544
Short term derivatives - 10,324
Other receivables 1,495 3,318
Total current assets 4 495,260 411,204
Total assets 1,913,299 2,445,006
(x € 1,000) Note December 31, 2021 December 31, 2020
Equity and liabilities
Equity
Share capital 40,271 40,271
Share premium 1,711,033 1,711,033
General reserve -825,512 -667,387
Revaluation reserve 165,871 220,462
Hedge reserves 1,410 6,849
Result current year -226,250 -186,932
Total equity 5 866,823 1,124,296
Non-current liabilities
Interest bearing liabilities
6
531,044 818,285
Derivative financial instruments 17,389 25,341
Total non-current liabilities 548,433
843,626
Current liabilities
Group companies payable 124,952 116,197
Short term liabilities 7 373,091 360,888
Total current liabilities 498,043 477,085
Total equity and liabilities 1,913,299 2,445,006
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Company financial statements
Company income statement
for the year ended December 31, 2021
(x € 1,000) Note 2021 2020
General costs 9 -7,861 -6,161
Other income and expense 10 -193 -43
Operating result -8,054 -6,204
Interest income 35,931 38,357
Interest charges -18,745 -24,865
Net interest 11 17,186 13,493
Other financial income and expenses 12 -3,614 8,567
Results on disposals -1,850 69
Result before tax 3,668 15,925
Income tax -48 816
Result company after tax 3,620 16,741
Result from subsidiaries after tax 2 -229,870 -203,673
Result incl subsidiaries -226,250 -186,932
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Notes to the company financial statements
1 General
1.1 Principles for the presentation of the Company accounts
The Company accounts have been made up in accordance with the provisions of Title 9,
Book 2 of the Dutch Civil Code. The option provided by article 2:362 paragraph 8 of the
Civil Code allows to apply the same principles for determining profit and loss and balance
sheet items (including the principles of accounting for financial instruments under
shareholders’ equity or interest-bearing liabilities) as applied in the consolidated accounts.
The consolidated financial statements of Wereldhave N.V. have been prepared in
accordance with the International Financial Reporting Standards (IFRS) as adopted by the
European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code. Reference is
made to the notes to the consolidated annual accounts.
The annual accounts have been prepared before distribution of result with the exception
where distribution is determined by law.
1.2 Investments in subsidiaries
Investments in subsidiaries and other entities in which the Group either exercises voting
control or effective management responsibility are valued at net asset value. The initial
processing in the accounts and valuations at balance sheet dates is made at the net asset
value. The value is adjusted with the share of the Company in the results of the subsidiary,
based on the principles for determining results as applied in the consolidated accounts
and with the share in the other movements in equity of the subsidiary as from the date
of acquisition, which are attributable to the Company. The net asset value is determined
by valuing assets, provisions and liabilities and by determining results according to the
principles which have been used in the consolidated accounts.
2 Investments in subsidiaries
Movements are as follows:
(x € 1,000) 2021 2020
Balance at January 1 545,864 749,598
Movements in pension schemes 164 57
Investments / divestments -92,842 -1,367
Effect of stockdividend and share issue Belgium 1,232 13,173
Result from subsidiaries after tax -229,870 -203,673
Dividends -15,176 -12,110
Other 64 186
Balance at December 31 209,436 545,864
List of subsidiaries
At December 31, 2020, the Company had direct shareholdings in the following companies:
Country of incorporation
Direct
shareholding (%)
Indirect
shareholding (%)
Netherlands West World Holding N.V. 100.00
Netherlands N.V. Wereldhave International 100.00
Belgium Wereldhave Belgium 32.97 32.93
Netherlands Wereldhave Development B.V. 100.00
Netherlands Wereldhave Management Holding B.V. 100.00
France NODA S.A.S. 100.00
France Wereldhave Retail France S.A.S. 100.00
France SCI Bordeaux Bonnac 0.01 99.99
France SCI du CC Bordeaux Prefecture 0.01 99.99
France SNC Marceau Coté Seine 0.01 99.99
Spain Espamad SLU 100.00
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Notes to the company financialstatements
3 Other financial investments
(x € 1,000) Receivables from subsidiaries
Balance at January 1, 2020 1,477,830
Investments / withdrawal 4,142
Divestments / redemptions -8,000
Balance at December 31, 2020 1,473,972
Investments / withdrawal 40,016
Divestments / redemptions -320,299
Balance at December 31, 2021 1,193,689
The receivables from subsidiaries which are mentioned in this note have a maturity of more
than one year.
4 Current assets
All current assets are due in less than one year. The fair value of the receivables coincides
with the balance sheet valuation.
5 Equity
Share capital
The authorized share capital of the Company at December 31, 2021 amounts to € 150m
divided over 75m ordinary shares of € 1 and 75m preference shares of € 1. The issued
and paid up share capital amounts to € 40m, formed by 40,270,921 ordinary shares.
In the year 2021 67,335 shares were purchased for the long-term bonus of the Board of
Management and employees (2020: 63,761). The movements in equity during 2021 and
2020 were as follows:
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(x € 1,000) Share capital
Share
premium reserve General reserve
Revaluation
reserve¹ Hedge reserve¹
Cost of
hedging reserve¹
Result
current year Total
BalanceatJanuary1,2020 40,271 1,711,033 -397,089 300,343 -6,569 350 -328,741 1,319,599
Result 2019 distribution - - -248,860 -79,881 - - 328,741 -
Effective portion of change in fair value of cash flow hedges - - - - 12,333 - - 12,333
Changes in fair value of cost of hedging - - - - - 735 - 735
Shares for remuneration - - -1,031 - - - - -1,031
Remeasurement of past employment obligations - - 57 - - - - 57
Share based payments - - 725 - - - - 725
Dividend over 2019 - - -25,370 - - - - -25,370
Result for the year ² - - - - - - -186,932 -186,932
Change non-controlling interest - - 4,210 - - - - 4,210
Other - - -29 - - - - -29
BalanceatDecember31,2020 40,271 1,711,033 -667,387 220,462 5,764 1,085 -186,932 1,124,296
BalanceatJanuary1,2021 40,271 1,711,033 -667,387 220,462 5,764 1,085 -186,932 1,124,296
Result 2020 distribution - - -140,166 -46,766 - - 186,932 -
Effective portion of change in fair value of cash flow hedges - - - - -6,120 - - -6,120
Changes in fair value of cost of hedging - - - - - 681 681
Shares for remuneration - - -937 - - - - -937
Remeasurement of past employment obligations - - 177 - - - - 177
Share based payments - - 153 - - - - 153
Dividend over 2020 - - -20,135 - - - - -20,135
Result for the year ² - - - - - - -226,250 -226,250
Change non-controlling interest - - -5,032 - - - - -5,032
Other
- - 7,815 -7,825 - - - -10
BalanceatDecember31,2021 40,271 1,711,033 -825,512 165,871 -356 1,766 -226,250 866,823
1 Legalreserves
2 Theannualaccountshavebeenpreparedbeforedistributionofresult.Withregardtotheproposedresultdistributionreferenceismadetotheotherinformationparagraph
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Share premium
Share premium is paid up share capital in excess of nominal value. There were no changes
in the share premium in 2021. The amount of share premium that is recognized for tax
purposes is € 1,716m (2020: € 1,716m).
General reserve
The General Meeting of Shareholders on April 26, 2021 determined the following allocation
of the profit over 2020:
(x € 1,000)
Distributed to holders of ordinary shares 20,135
Revaluation reserve subsidiaries -46,766
General reserve -160,301
Resultaftertax -186,932
Dividend 2021
The 2021 dividend proposal is explained in the ‘Proposed distribution of results’ paragraph.
Revaluation reserve
In this reserve cumulative positive valuation results on property investments in subsidiaries
are kept.
6 Interest-bearing liabilities
The maturity of interest-bearing liabilities (non-current and current) shows as follows:
December 31, 2021
(x € 1,000) < 1 year 1 - 5 year >5 year
Total
long term Total
December
31, 2020
Debt to financial institutions 75,000 299,451 231,594 531,044 606,044 990,097
Total 75,000 299,451 231,594 531,044 606,044 990,097
Capital repayments due within 12 months from the end of the financial year are included
under short-term interest-bearing liabilities.
Average effective interest
2021 EUR GBP USD CAD Total
Short term interest bearing debt
Bank loans and private placement 2.6% - - - 2.6%
Interest rate swaps - - - - -
Long term interest bearing debt
Bank loans and private placement 2.4% 4.1% 4.4% 4.0% 3.4%
Cross currency interest rate swaps -1.3% - - - -1.2%
Average 2.5% 3.0% 2.8% 2.3% 2.7%
2020
Short term interest bearing debt
Bank loans and private placement 1.6% - 5.5% - 3.8%
Interest rate swaps -1.5% - - - -1.5%
Long term interest bearing debt
Bank loans, private placement and EMTN 1.8% 4.1% 4.4% 4.0% 2.6%
Cross currency interest rate swaps -1.1% - - - -1.1%
Average 2.0% 4.1% 4.8% 4.0% 2.2%
Fair value
The carrying amount and the fair value of long-term interest-bearing debts are as follows:
December 31, 2021 December 31, 2020
(x € 1,000) carrying amount fair value carrying amount fair value
Bank loans and private placements 531,044 558,981 818,285 873,006
Total 531,044 558,981 818,285 873,006
Currencies
There are loans closed in euro, pound sterling, US dollars and Canadian dollars.
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7 Short-term liabilities
(x € 1,000) December 31, 2021 December 31, 2020
Short term portion of long term debt 75,107 171,812
Creditors 412 849
Taxes on profit 322 1,382
Other debts 297,250 186,845
Total 373,091 360,888
8 Off-balance sheet assets and liabilities
The Group has no off-balance sheets assets or liabilities.
9 General costs
(x € 1,000) 2021 2020
Salaries and social security contributions 2,596 2,179
Pension costs 48 45
Other employee costs 64 104
Audit and advisory fees 427 551
Office costs 326 574
Other general costs 7,682 7,096
11,141 10,549
Allocated and recharged -3,280 -4,388
-3,280 -4,388
Total 7,861 6,161
The allocation and recharges relate to expenses charged to third parties and allocation of
costs to property expenses and development projects.
Employees
During 2021 the legal entity employed an average of 2 persons (2020: 2). The employees
worked in the Netherlands.
Remuneration of the members of the Supervisory Board
and the Board of Management
The Supervisory Board members and the members of the Board of Management are
considered to be key management personnel. The remuneration policy was last approved
at the Annual General Meeting of Shareholders on April 24, 2020. Remuneration is indexed
annually with the consumer price index.
10 Other income and expense
Other income and expenses € -0.2m (2020: € -0.1m) relate to investment and divestment
activities, project related and other costs that cannot be directly linked to the operational
activities. These costs are partly compensated by other subsidiaries.
11 Net interest
(x € 1,000) 2021 2020
Interest paid -18,140 -24,013
amortized costs loans -605 -851
Total interest charges -18,745 -24,865
Interest received 35,931 38,357
Total 17,186 13,493
During 2021, the range of weighted average interest rates used was 2.1% - 2.7% (2020: 1.9%
- 2.0%). The average nominal interest rate at year end 2021 was 2.7% (2020: 2.2%). The line
item ‘interest paid’ includes costs related to fees paid for undrawn parts of committed
financing facilities amounting to € 1.1m (2020: € 1.2m). Interest received relates to loans
provided to subsidiaries.
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Financial statements
12 Other financial income and expenses
(x € 1,000) 2021 2020
Exchange rate differences -7 2
Adjustments financial instruments -3,607 8,565
Total -3,614 8,567
13 Audit fees
In 2021 Wereldhave N.V. and its subsidiaries have accounted for the following costs from the
Group auditor KPMG:
(x € 1,000) 2021 2020
Audit of the Annual Accounts 492 576
Other assurance services 28 17
Tax advisory services - -
Total 520 593
KPMG provided, in addition to the statutory audit of the financial statements, assurance
services in relation to financing transactions, ground rent settlements and issuance of stock
dividend. The other assurance services are in compliance with Independence Regulations.
Of the total amount of audit fees € 271k (2020: € 280k) relates to the Netherlands. This
consist of an amount of € 265k (2020: € 273k) for the audit of the Annual Accounts and
€ 6k (2020: € 7k) for other audit activities.
All fees are in compliance with the Independence Regulations.
14 Management and members of the Supervisory Board
For the remuneration of the members of the Board of Management and Supervisory Board
reference is made to note 29 in the consolidated annual accounts.
15 Related parties
All Group entities are treated as related parties. Reference is made to note 39 in the
consolidated annual accounts.
16 Contingencies
General guarantees as defined in Art. 403, Book 2 of the Dutch civil code has been
given by the Company for a number of subsidiaries in the Netherlands.
The Company is the head of the corporate income tax and VAT units for which Dutch
subsidiaries are also included. The Company is also jointly and severally liable for the
tax units as a whole.
17 Events after balance sheet date
On February 4, 2022 an agreement was reached with Hudson’s Bay Company ULC for
the settlement of the rental guarantee with respect to the former HBC lease in Tilburg.
The funds from the settlement were received on February 7, 2022.
Schiphol, March 7, 2022
Supervisory Board
A. Nühn
H. Brand
F. Dechesne
Board of Management
M. Storm
A.W. de Vreede
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Financial statements
Other information
Rules for the distribution of results are set out in Article 25 of the Company’s Articles
of Association. The preference shareholders have a first call on results in the form of a
dividend distribution on the paid-up nominal share value at a percentage rate equal to
the twelvemonth money market rate (European Interbank Offered Rates), valid for the first
exchange day of the financial year concerned plus a surcharge of 1.5%, or if this amount is
not available, as much is available from the distributable result. Distribution of the remaining
balance available for distribution is determined by the Annual General Meeting of
Shareholders. Proposed distribution of results
It is proposed to distribute to holders of ordinary shares a dividend of € 1.10 per share in
cash in order to meet the distribution obligations under Dutch tax law, subject to dividend
withholding tax.
(in €m) 2021
Profit -226.3
Proposed dividend 44.1
Revaluation reserve subsidiaries -46.8
General reserve -223.6
-226.3
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Financial statements
Auditor’s reportOther information
KPMG Accountants N.V., a Dutch limited liability company registered with the trade register in the Netherlands under number 33263683, is a member firm of the global organization of
independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
Independent auditor's report
To: the General Meeting of Shareholders and the Supervisory Board of Wereldhave N.V.
Report on the audit of the financial statements 31 December 2021 included in the
annual report
Our opinion
In our opinion:
— the accompanying consolidated financial statements give a true and fair view of the financial
position of Wereldhave N.V.as at 31 December 2021 and of its result and its cash flows for
the year then ended, in accordance with International Financial Reporting Standards as
adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
— the accompanying company financial statements give a true and fair view of the financial
position of Wereldhave N.V. as at 31 December 2021 and of its result for the year then
ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.
What we have audited
We have audited the financial statements 2021 of Wereldhave N.V. (the Company) based at
Schiphol. The financial statements include the consolidated financial statements and the
company financial statements.
The consolidated financial statements comprise:
1 the consolidated statement of financial position as at 31 December 2021;
2 the following consolidated statements for 2021: income statement and statements of
comprehensive income, changes in equity and cash flow; and
3 the notes comprising a summary of the significant accounting policies and other explanatory
information.
The company financial statements comprise:
1 the company balance sheet as 31 December 2021;
2 the company income statement for 2021 and
3 the notes comprising a summary of the accounting policies and other explanatory
information.
KPMG Accountants N.V., a Dutch limited liability company registered with the trade register in the Netherlands under number 33263683, is a member firm of the global organization of
independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
Independent auditor's report
To: the General Meeting of Shareholders and the Supervisory Board of Wereldhave N.V.
Report on the audit of the financial statements 31 December 2021 included in the
annual report
Our opinion
In our opinion:
— the accompanying consolidated financial statements give a true and fair view of the financial
position of Wereldhave N.V.as at 31 December 2021 and of its result and its cash flows for
the year then ended, in accordance with International Financial Reporting Standards as
adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
— the accompanying company financial statements give a true and fair view of the financial
position of Wereldhave N.V. as at 31 December 2021 and of its result for the year then
ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.
What we have audited
We have audited the financial statements 2021 of Wereldhave N.V. (the Company) based at
Schiphol. The financial statements include the consolidated financial statements and the
company financial statements.
The consolidated financial statements comprise:
1 the consolidated statement of financial position as at 31 December 2021;
2 the following consolidated statements for 2021: income statement and statements of
comprehensive income, changes in equity and cash flow; and
3 the notes comprising a summary of the significant accounting policies and other explanatory
information.
The company financial statements comprise:
1 the company balance sheet as 31 December 2021;
2 the company income statement for 2021 and
3 the notes comprising a summary of the accounting policies and other explanatory
information.
KPMG Accountants N.V., a Dutch limited liability company registered with the trade register in the Netherlands under number 33263683, is a member firm of the global organization of
independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
Independent auditor's report
To: the General Meeting of Shareholders and the Supervisory Board of Wereldhave N.V.
Report on the audit of the financial statements 31 December 2021 included in the
annual report
Our opinion
In our opinion:
— the accompanying consolidated financial statements give a true and fair view of the financial
position of Wereldhave N.V.as at 31 December 2021 and of its result and its cash flows for
the year then ended, in accordance with International Financial Reporting Standards as
adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
— the accompanying company financial statements give a true and fair view of the financial
position of Wereldhave N.V. as at 31 December 2021 and of its result for the year then
ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.
What we have audited
We have audited the financial statements 2021 of Wereldhave N.V. (the Company) based at
Schiphol. The financial statements include the consolidated financial statements and the
company financial statements.
The consolidated financial statements comprise:
1 the consolidated statement of financial position as at 31 December 2021;
2 the following consolidated statements for 2021: income statement and statements of
comprehensive income, changes in equity and cash flow; and
3 the notes comprising a summary of the significant accounting policies and other explanatory
information.
The company financial statements comprise:
1 the company balance sheet as 31 December 2021;
2 the company income statement for 2021 and
3 the notes comprising a summary of the accounting policies and other explanatory
information.
KPMG Accountants N.V., a Dutch limited liability company registered with the trade register in the Netherlands under number 33263683, is a member firm of the global organization of
independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
Independent auditor's report
To: the General Meeting of Shareholders and the Supervisory Board of Wereldhave N.V.
Report on the audit of the financial statements 31 December 2021 included in the
annual report
Our opinion
In our opinion:
— the accompanying consolidated financial statements give a true and fair view of the financial
position of Wereldhave N.V.as at 31 December 2021 and of its result and its cash flows for
the year then ended, in accordance with International Financial Reporting Standards as
adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
— the accompanying company financial statements give a true and fair view of the financial
position of Wereldhave N.V. as at 31 December 2021 and of its result for the year then
ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.
What we have audited
We have audited the financial statements 2021 of Wereldhave N.V. (the Company) based at
Schiphol. The financial statements include the consolidated financial statements and the
company financial statements.
The consolidated financial statements comprise:
1 the consolidated statement of financial position as at 31 December 2021;
2 the following consolidated statements for 2021: income statement and statements of
comprehensive income, changes in equity and cash flow; and
3 the notes comprising a summary of the significant accounting policies and other explanatory
information.
The company financial statements comprise:
1 the company balance sheet as 31 December 2021;
2 the company income statement for 2021 and
3 the notes comprising a summary of the accounting policies and other explanatory
information.
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Auditor’s report
2
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on
Auditing. Our responsibilities under those standards are further described in the ‘Our
responsibilities for the audit of the financial statements’ section of our report.
We are independent of Wereldhave.N.V. in accordance with the ‘Verordening inzake de
onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethics for
Professional Accountants, a regulation with respect to independence) and other relevant
independence regulations in the Netherlands. Furthermore, we have complied with the
‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics).
Our audit procedures were determined in the context of our audit of the financial statements as a
whole. Our observations in respect of going concern, fraud and non-compliance with laws and
regulations, climate change and the key audit matters should be viewed in that context and not
as separate opinions or conclusions.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Audit approach
Summary
Materiality
Materiality of EUR 8 million (2020: 8 million)
0.7% of total equity (2020: 0.6%)
Materiality for accounts in the income statement related to direct result: EUR 4.0 million
Group audit
— Full scope audit in all significant components performed by KPMG auditors
— 100% of investment property (2020: 100%)
— 100% of gross rental income (2020: 100%)
Going concern, Fraud/Noclar and Climate change
— Going concern: no significant going concern risks identified;
— Fraud & Non-compliance with laws and regulations (Noclar): in our audit we
incorporate the risks of material misstatements of the financial statements due to
management override of controls and acquisition and disposals of investment
properties; and
— Climate change: management’s response to possible future effects of climate change
and their anticipated outcomes have been disclosed in chapter ‘Performance: Society
3
& community’ of the annual report. We have considered the impact of climate change
related events and conditions on our identification or assessment of risks of material
misstatement in the financial statements.
Key audit matters
— Valuation of investment property
— Valuation of derivatives
— Acquisitions and Disposals of investment properties
Opinion
Unqualified opinion
Materiality
Based on our professional judgement we determined the materiality for the financial statements
as a whole at EUR 8 million (2020: EUR 8 million). The materiality is determined with reference
total equity (2021: 0.7% (2020: 0.6%). We consider total equity as the most appropriate
benchmark because this benchmark best fits the nature of Wereldhave’s operations and equity is
deemed most relevant for the investors and other users of the financial statements. For accounts
in the income statements related to direct result (which primarily excludes valuation results) we
determined materiality at EUR 4 million (2020: EUR 4 million). This direct result is an important
measure for the performance of the Company’s current portfolio and important for the investors
and other users of the financial statements
We have also taken into account misstatements and/or possible misstatements that in our
opinion are material for the users of the financial statements for qualitative reasons.
We agreed with the Supervisory Board that misstatements identified during our audit in excess of
EUR 400 thousand for the financial statements as a whole (2020: EUR 400 thousand) and EUR
200 thousand for accounts related to direct result (2020: EUR 200 thousand) which are identified
during the audit, would be reported to them, as well as smaller misstatements that in our view
must be reported on qualitative grounds.
Scope of the group audit
Wereldhave N.V. is at the head of a group of components. The financial information of this group
is included in the financial statements of Wereldhave N.V..
Our group audit mainly focused on significant components. The group manages its investment
property through its subsidiaries in the Netherlands, Belgium and France. Each of these
subsidiaries is individually significant in the context of the group’s financial statements.
Therefore, we have worked with KPMG audit teams in each of the aforementioned countries to
perform a full scope audit of the financial information of these subsidiaries.
2
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on
Auditing. Our responsibilities under those standards are further described in the ‘Our
responsibilities for the audit of the financial statements’ section of our report.
We are independent of Wereldhave.N.V. in accordance with the ‘Verordening inzake de
onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethics for
Professional Accountants, a regulation with respect to independence) and other relevant
independence regulations in the Netherlands. Furthermore, we have complied with the
‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics).
Our audit procedures were determined in the context of our audit of the financial statements as a
whole. Our observations in respect of going concern, fraud and non-compliance with laws and
regulations, climate change and the key audit matters should be viewed in that context and not
as separate opinions or conclusions.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Audit approach
Summary
Materiality
Materiality of EUR 8 million (2020: 8 million)
0.7% of total equity (2020: 0.6%)
Materiality for accounts in the income statement related to direct result: EUR 4.0 million
Group audit
— Full scope audit in all significant components performed by KPMG auditors
— 100% of investment property (2020: 100%)
— 100% of gross rental income (2020: 100%)
Going concern, Fraud/Noclar and Climate change
— Going concern: no significant going concern risks identified;
— Fraud & Non-compliance with laws and regulations (Noclar): in our audit we
incorporate the risks of material misstatements of the financial statements due to
management override of controls and acquisition and disposals of investment
properties; and
— Climate change: management’s response to possible future effects of climate change
and their anticipated outcomes have been disclosed in chapter ‘Performance: Society
Annual Report 2021
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3
& community’ of the annual report. We have considered the impact of climate change
related events and conditions on our identification or assessment of risks of material
misstatement in the financial statements.
Key audit matters
— Valuation of investment property
— Valuation of derivatives
— Acquisitions and Disposals of investment properties
Opinion
Unqualified opinion
Materiality
Based on our professional judgement we determined the materiality for the financial statements
as a whole at EUR 8 million (2020: EUR 8 million). The materiality is determined with reference
total equity (2021: 0.7% (2020: 0.6%). We consider total equity as the most appropriate
benchmark because this benchmark best fits the nature of Wereldhave’s operations and equity is
deemed most relevant for the investors and other users of the financial statements. For accounts
in the income statements related to direct result (which primarily excludes valuation results) we
determined materiality at EUR 4 million (2020: EUR 4 million). This direct result is an important
measure for the performance of the Company’s current portfolio and important for the investors
and other users of the financial statements
We have also taken into account misstatements and/or possible misstatements that in our
opinion are material for the users of the financial statements for qualitative reasons.
We agreed with the Supervisory Board that misstatements identified during our audit in excess of
EUR 400 thousand for the financial statements as a whole (2020: EUR 400 thousand) and EUR
200 thousand for accounts related to direct result (2020: EUR 200 thousand) which are identified
during the audit, would be reported to them, as well as smaller misstatements that in our view
must be reported on qualitative grounds.
Scope of the group audit
Wereldhave N.V. is at the head of a group of components. The financial information of this group
is included in the financial statements of Wereldhave N.V..
Our group audit mainly focused on significant components. The group manages its investment
property through its subsidiaries in the Netherlands, Belgium and France. Each of these
subsidiaries is individually significant in the context of the group’s financial statements.
Therefore, we have worked with KPMG audit teams in each of the aforementioned countries to
perform a full scope audit of the financial information of these subsidiaries.
4
Because we are ultimately responsible for the opinion, we are also responsible for directing,
supervising and performing the group audit. In this respect we have determined the nature and
extent of the audit procedures to be carried out for operating companies and issued audit
instructions to component auditors. As group auditor we were involved in the full-scope audits
performed by component auditors.
Our involvement included participation in planning discussions with component auditors, virtual
meetings with the component auditors to discuss the results of component audits and
discussions on the valuation of investment property with independent appraisers engaged by the
company. We also reviewed the component audit files and verified that the audit work had been
carried out in accordance with our instructions.
We have:
— performed audit procedures ourselves at the holding and at Wereldhave Netherlands; and
— made use of the work of other auditors for the audit of Wereldhave Belgium and Wereldhave
France;
The consolidation of the financial information of the group, the disclosures in the financial
statements and certain topics that are performed at group level are audited by the group audit
team. These topics include, but are not limited to, equity, group financing, audit work on the
going concern assumption, derivatives and hedge accounting, assessment of the tax status and
employee benefits.
In view of restrictions on the movement of people across borders, and also within significantly
affected countries, we considered making changes to the planned audit approach to evaluate the
component auditors’ communications and the adequacy of their work. According to our original
audit plan, we intended to visit the components in Belgium and France to review selected
component auditor documentation. Due to the aforementioned restrictions, this was not
practicable and we requested those component auditors to provide us with remote access to
audit workpapers to perform these evaluations. In addition, due to the inability to arrange in
person meetings with such component auditors, we have increased the use of alternative
methods of communication with them, including through written instructions, exchange of e-mails
and virtual meetings.
For the remaining components, which are clearly inconsequential and not in scope, we
performed analytical procedures in order to corroborate that our scoping remained appropriate
throughout the audit.
By performing the procedures mentioned above at group components, together with additional
procedures at group level, we have been able to obtain sufficient and appropriate audit evidence
about the group’s financial information to provide an opinion about the financial statements.
A full scope audit of the reporting packages is performed for all significant components. The
audit coverage as stated in the section summary can be further specified as follows:
— 100% of investment property; and
— 100% of gross rental income.
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5
Audit response to going concern - no significant going concern risks identified
The Board of Management has performed its going concern assessment and has not identified
significant going concern risks. To assess the management’s assessment, we have performed,
inter alia, the following procedures:
- We considered whether the management’s assessment of the going concern risks
included all relevant information of which we are aware as a result of our audit;
- We assessed whether developments in share price, including the discount in
comparison with the net asset value per share, indicates a significant going
concern risk;
- We analyzed the Company’s financial position as at year end and compared it to
previous financial year in terms of indicators that could identify significant going
concern risks. In this analysis we also considered the net losses that the Company
has incurred in recent years;
- We evaluated and challenged the reasonableness of the assumptions in respect of
projected liquidity, including loan covenant compliance, available future cash flows
from operating, financing and investing activities and projected key ratios for the
future covenant calculations.
The outcome of our risk assessment procedures did not give a reason to perform additional audit
procedures on management’s going concern assessment.
Audit response to the risk of fraud and non-compliance with laws and regulations
In chapter ‘Risk management and internal controls’ of the annual report, the Board of
Management describes its procedures in respect of the risk of fraud and non-compliance with
laws and regulations and the supervisory board separately reflects on this.
As part of our audit, we have gained insights into the Company and its business environment, and
assessed the design and implementation of the Company’s risk management in relation to fraud
and non-compliance. Our procedures included, among other things, assessing the Company’s
code of conduct, whistleblowing procedures, incidents register and its procedures to investigate
indications of possible fraud and non-compliance. Furthermore, we performed relevant inquiries
with management and other relevant functions, such as Internal Audit / Legal / Compliance. As
part of our audit procedures, we:
- assessed other positions held by management board members and/or other employees
and paid special attention to procedures and governance/compliance in view of possible
conflicts of interest;
- evaluated investigation reports on indications of possible fraud and non-compliance;
- evaluated correspondence with supervisory authorities and regulators, such as AFM, as
well as legal confirmation letters.
6
In addition, we performed procedures to obtain an understanding of the legal and regulatory
frameworks that are applicable to the Company and identified the following area as those most
likely to have a material effect on the financial statements:
- Anti-money laundering laws and regulations; and
-
Anti-bribery and corruption laws and regulations.
We evaluated the fraud and non-compliance risk factors to consider whether those factors indicate
a risk of material misstatement in the financial statements.
We rebutted the presumed fraud risk on revenue recognition in relation to gross rental income as
there is limited perceived pressure on management and limited opportunity. Additionally, there is
little judgement involved as the revenue related to gross rental income is contractually agreed.
Based on the above and on the auditing standards, we identified the following fraud risks that are
relevant to our audit, including the relevant presumed risks laid down in the auditing standards,
and responded as follows:
— Management override of controls (a presumed risk)
Risk:
— Management is in a unique position to manipulate accounting records and prepare fraudulent
financial statements by overriding controls that otherwise appear to be operating effectively.
Responses:
— We evaluated the design and the implementation of internal controls that mitigate fraud and
non-compliance risks, such as the process related to journal entries.
— We performed a data analysis of high-risk journal entries related to revenue and investment
properties and evaluated key estimates (Investment properties and Derivatives) and
judgments for bias by the Company’s management, derivative financial instruments and
embedded derivative. Where we identified instances of unexpected journal entries or other
risks through our data analytics, we performed additional audit procedures to address each
identified risk, including testing of transactions back to source information.
— We have inquired the (group) accounting staff whether they have been requested to make
improper accounting entries.
— We have identified and tested relevant entity level controls (control environment, risk
assessment process, communication and monitoring of controls).
— We incorporated elements of unpredictability in our audit, including testing the entire
population of disposals of investment properties in some components.
— Acquisitions and disposals of investment properties
4
Because we are ultimately responsible for the opinion, we are also responsible for directing,
supervising and performing the group audit. In this respect we have determined the nature and
extent of the audit procedures to be carried out for operating companies and issued audit
instructions to component auditors. As group auditor we were involved in the full-scope audits
performed by component auditors.
Our involvement included participation in planning discussions with component auditors, virtual
meetings with the component auditors to discuss the results of component audits and
discussions on the valuation of investment property with independent appraisers engaged by the
company. We also reviewed the component audit files and verified that the audit work had been
carried out in accordance with our instructions.
We have:
— performed audit procedures ourselves at the holding and at Wereldhave Netherlands; and
— made use of the work of other auditors for the audit of Wereldhave Belgium and Wereldhave
France;
The consolidation of the financial information of the group, the disclosures in the financial
statements and certain topics that are performed at group level are audited by the group audit
team. These topics include, but are not limited to, equity, group financing, audit work on the
going concern assumption, derivatives and hedge accounting, assessment of the tax status and
employee benefits.
In view of restrictions on the movement of people across borders, and also within significantly
affected countries, we considered making changes to the planned audit approach to evaluate the
component auditors’ communications and the adequacy of their work. According to our original
audit plan, we intended to visit the components in Belgium and France to review selected
component auditor documentation. Due to the aforementioned restrictions, this was not
practicable and we requested those component auditors to provide us with remote access to
audit workpapers to perform these evaluations. In addition, due to the inability to arrange in
person meetings with such component auditors, we have increased the use of alternative
methods of communication with them, including through written instructions, exchange of e-mails
and virtual meetings.
For the remaining components, which are clearly inconsequential and not in scope, we
performed analytical procedures in order to corroborate that our scoping remained appropriate
throughout the audit.
By performing the procedures mentioned above at group components, together with additional
procedures at group level, we have been able to obtain sufficient and appropriate audit evidence
about the group’s financial information to provide an opinion about the financial statements.
A full scope audit of the reporting packages is performed for all significant components. The
audit coverage as stated in the section summary can be further specified as follows:
— 100% of investment property; and
— 100% of gross rental income.
5
Audit response to going concern - no significant going concern risks identified
The Board of Management has performed its going concern assessment and has not identified
significant going concern risks. To assess the management’s assessment, we have performed,
inter alia, the following procedures:
- We considered whether the management’s assessment of the going concern risks
included all relevant information of which we are aware as a result of our audit;
- We assessed whether developments in share price, including the discount in
comparison with the net asset value per share, indicates a significant going
concern risk;
- We analyzed the Company’s financial position as at year end and compared it to
previous financial year in terms of indicators that could identify significant going
concern risks. In this analysis we also considered the net losses that the Company
has incurred in recent years;
- We evaluated and challenged the reasonableness of the assumptions in respect of
projected liquidity, including loan covenant compliance, available future cash flows
from operating, financing and investing activities and projected key ratios for the
future covenant calculations.
The outcome of our risk assessment procedures did not give a reason to perform additional audit
procedures on management’s going concern assessment.
Audit response to the risk of fraud and non-compliance with laws and regulations
In chapter ‘Risk management and internal controls’ of the annual report, the Board of
Management describes its procedures in respect of the risk of fraud and non-compliance with
laws and regulations and the supervisory board separately reflects on this.
As part of our audit, we have gained insights into the Company and its business environment, and
assessed the design and implementation of the Company’s risk management in relation to fraud
and non-compliance. Our procedures included, among other things, assessing the Company’s
code of conduct, whistleblowing procedures, incidents register and its procedures to investigate
indications of possible fraud and non-compliance. Furthermore, we performed relevant inquiries
with management and other relevant functions, such as Internal Audit / Legal / Compliance. As
part of our audit procedures, we:
- assessed other positions held by management board members and/or other employees
and paid special attention to procedures and governance/compliance in view of possible
conflicts of interest;
- evaluated investigation reports on indications of possible fraud and non-compliance;
- evaluated correspondence with supervisory authorities and regulators, such as AFM, as
well as legal confirmation letters.
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6
In addition, we performed procedures to obtain an understanding of the legal and regulatory
frameworks that are applicable to the Company and identified the following area as those most
likely to have a material effect on the financial statements:
- Anti-money laundering laws and regulations; and
- Anti-bribery and corruption laws and regulations.
We evaluated the fraud and non-compliance risk factors to consider whether those factors indicate
a risk of material misstatement in the financial statements.
We rebutted the presumed fraud risk on revenue recognition in relation to gross rental income as
there is limited perceived pressure on management and limited opportunity. Additionally, there is
little judgement involved as the revenue related to gross rental income is contractually agreed.
Based on the above and on the auditing standards, we identified the following fraud risks that are
relevant to our audit, including the relevant presumed risks laid down in the auditing standards,
and responded as follows:
— Management override of controls (a presumed risk)
Risk:
— Management is in a unique position to manipulate accounting records and prepare fraudulent
financial statements by overriding controls that otherwise appear to be operating effectively.
Responses:
— We evaluated the design and the implementation of internal controls that mitigate fraud and
non-compliance risks, such as the process related to journal entries.
— We performed a data analysis of high-risk journal entries related to revenue and investment
properties and evaluated key estimates (Investment properties and Derivatives) and
judgments for bias by the Company’s management, derivative financial instruments and
embedded derivative. Where we identified instances of unexpected journal entries or other
risks through our data analytics, we performed additional audit procedures to address each
identified risk, including testing of transactions back to source information.
— We have inquired the (group) accounting staff whether they have been requested to make
improper accounting entries.
— We have identified and tested relevant entity level controls (control environment, risk
assessment process, communication and monitoring of controls).
— We incorporated elements of unpredictability in our audit, including testing the entire
population of disposals of investment properties in some components.
— Acquisitions and disposals of investment properties
7
Please refer to the Key Audit Matter section below where we describe the risk and its audit
response.
We communicated our risk assessment, audit responses and results to management and the Audit
Committee of the Supervisory Board.
Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and non-
compliance that are considered material for our audit.
Audit response to climate risk
Management is responsible for preparing the financial statements in accordance with the
applicable financial reporting framework, including considering whether the implications from
climate risks and commitments have been appropriately accounted for and disclosed.
Management has performed its analysis of the impact of climate risks on the Company’s
business and operations going forward and on its accounting in the financial statements. In
chapter ‘Performance: Society & community’ of the Annual Report, Management concluded that
the effect of climate risks do not have a material impact on accounts and disclosures, including
judgements and estimates in the financial statements.
The evaluation of the effectiveness of management’s strategy against internal or external goals
set is not in scope of our audit of the financial statements. As part of our audit we consider
potential effects of climate-related risks on the accounts and disclosures, including estimates and
judgements in the current year’s financial statements to determine whether the financial
statements are free from material misstatements. This includes discussion of the company’s
strategy in relation to climate change with management and those charged with governance.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements. We have communicated the key audit
matters to the Supervisory Board. The key audit matters are not a comprehensive reflection of all
matters discussed.
These matters were addressed in the context of our audit of the financial statements as a whole
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Compared to last year the key audit matters with respect to ‘Tax status’ and ‘Liquidity risk related
to COVID-19’ are not included. The ‘Tax status’ is not considered a Key Audit Matter as we have
not identified any non-compliance in previous year and for ‘Liquidity risk related to COVID-19’
this specifically relates to the financial year 2020.
6
In addition, we performed procedures to obtain an understanding of the legal and regulatory
frameworks that are applicable to the Company and identified the following area as those most
likely to have a material effect on the financial statements:
- Anti-money laundering laws and regulations; and
- Anti-bribery and corruption laws and regulations.
We evaluated the fraud and non-compliance risk factors to consider whether those factors indicate
a risk of material misstatement in the financial statements.
We rebutted the presumed fraud risk on revenue recognition in relation to gross rental income as
there is limited perceived pressure on management and limited opportunity. Additionally, there is
little judgement involved as the revenue related to gross rental income is contractually agreed.
Based on the above and on the auditing standards, we identified the following fraud risks that are
relevant to our audit, including the relevant presumed risks laid down in the auditing standards,
and responded as follows:
— Management override of controls (a presumed risk)
Risk:
— Management is in a unique position to manipulate accounting records and prepare fraudulent
financial statements by overriding controls that otherwise appear to be operating effectively.
Responses:
— We evaluated the design and the implementation of internal controls that mitigate fraud and
non-compliance risks, such as the process related to journal entries.
— We performed a data analysis of high-risk journal entries related to revenue and investment
properties and evaluated key estimates (Investment properties and Derivatives) and
judgments for bias by the Company’s management, derivative financial instruments and
embedded derivative. Where we identified instances of unexpected journal entries or other
risks through our data analytics, we performed additional audit procedures to address each
identified risk, including testing of transactions back to source information.
— We have inquired the (group) accounting staff whether they have been requested to make
improper accounting entries.
— We have identified and tested relevant entity level controls (control environment, risk
assessment process, communication and monitoring of controls).
— We incorporated elements of unpredictability in our audit, including testing the entire
population of disposals of investment properties in some components.
— Acquisitions and disposals of investment properties
7
Please refer to the Key Audit Matter section below where we describe the risk and its audit
response.
We communicated our risk assessment, audit responses and results to management and the Audit
Committee of the Supervisory Board.
Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and non-
compliance that are considered material for our audit.
Audit response to climate risk
Management is responsible for preparing the financial statements in accordance with the
applicable financial reporting framework, including considering whether the implications from
climate risks and commitments have been appropriately accounted for and disclosed.
Management has performed its analysis of the impact of climate risks on the Company’s
business and operations going forward and on its accounting in the financial statements. In
chapter ‘Performance: Society & community’ of the Annual Report, Management concluded that
the effect of climate risks do not have a material impact on accounts and disclosures, including
judgements and estimates in the financial statements.
The evaluation of the effectiveness of management’s strategy against internal or external goals
set is not in scope of our audit of the financial statements. As part of our audit we consider
potential effects of climate-related risks on the accounts and disclosures, including estimates and
judgements in the current year’s financial statements to determine whether the financial
statements are free from material misstatements. This includes discussion of the company’s
strategy in relation to climate change with management and those charged with governance.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements. We have communicated the key audit
matters to the Supervisory Board. The key audit matters are not a comprehensive reflection of all
matters discussed.
These matters were addressed in the context of our audit of the financial statements as a whole
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Compared to last year the key audit matters with respect to ‘Tax status’ and ‘Liquidity risk related
to COVID-19’ are not included. The ‘Tax status’ is not considered a Key Audit Matter as we have
not identified any non-compliance in previous year and for ‘Liquidity risk related to COVID-19’
this specifically relates to the financial year 2020.
7
Please refer to the Key Audit Matter section below where we describe the risk and its audit
response.
We communicated our risk assessment, audit responses and results to management and the Audit
Committee of the Supervisory Board.
Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and non-
compliance that are considered material for our audit.
Audit response to climate risk
Management is responsible for preparing the financial statements in accordance with the
applicable financial reporting framework, including considering whether the implications from
climate risks and commitments have been appropriately accounted for and disclosed.
Management has performed its analysis of the impact of climate risks on the Company’s
business and operations going forward and on its accounting in the financial statements. In
chapter ‘Performance: Society & community’ of the Annual Report, Management concluded that
the effect of climate risks do not have a material impact on accounts and disclosures, including
judgements and estimates in the financial statements.
The evaluation of the effectiveness of management’s strategy against internal or external goals
set is not in scope of our audit of the financial statements. As part of our audit we consider
potential effects of climate-related risks on the accounts and disclosures, including estimates and
judgements in the current year’s financial statements to determine whether the financial
statements are free from material misstatements. This includes discussion of the company’s
strategy in relation to climate change with management and those charged with governance.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements. We have communicated the key audit
matters to the Supervisory Board. The key audit matters are not a comprehensive reflection of all
matters discussed.
These matters were addressed in the context of our audit of the financial statements as a whole
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Compared to last year the key audit matters with respect to ‘Tax status’ and ‘Liquidity risk related
to COVID-19’ are not included. The ‘Tax status’ is not considered a Key Audit Matter as we have
not identified any non-compliance in previous year and for ‘Liquidity risk related to COVID-19’
this specifically relates to the financial year 2020.
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Valuation of investment property
Description
The valuation of investment property is complex and requires judgement, both from
management and the external appraisal firms hired by management. The valuation is
dependent on valuation techniques using a number of assumptions to determine expected
future cash flows. Assumptions include developments of market rent levels, vacancy rates,
interest rates, maintenance expenses and transfer tax.
For these properties there is a lower level of certainty and more caution should be applied to the
values than would be the case under normal market conditions. Management evaluated the
impact of the uncertainty statements on the valuations and the associated disclosures. Due to
the significance of investment property (representing 95.2% of total assets) and the estimation
uncertainties, we consider this a key audit matter.
Refer for the accounting policies and estimates to the notes to the financial statements, note 3.6
Investment Property and note 3.32 Significant estimates in the accounts. For disclosure on
Investment Property refer to note 5.
Our response
With involvement of KPMG auditors in the Netherlands, France and Belgium, our procedures for
the valuation of investment property included:
— assessment of the valuation process with respect to the investment property as at year-end
2021, including evaluating design and implementation of related internal controls and tests of
details at the significant components;
— verification of the accuracy and completeness of the rent roll data and other property related
data used as input for the valuations performed by the external appraisal firms by comparing
them to contracts;
— reconciliation of the rent roll data as per balance sheet date to the gross rental income as
accounted for in the profit and loss statement;
— assessment of the objectivity and expertise of the external appraisal firms;
— involvement of our property valuation experts to verify the appropriateness of the valuation
methodology and determine the mathematical accuracy of the valuation model.
— Additionally, the property valuation experts verified the valuation techniques applied with
specific focus on the appropriateness of key assumptions in the valuation process, which
consists of market rent levels and yield. This includes an assessment of the historical accuracy
of the assumptions in previous periods, our understanding of the market and market
developments and a comparison of assumptions and movements therein with publicly available
data;
— discussion of the results of the valuation process and our findings and observations with
management and the appraisal firms; and
— assessment of the adequacy of the related disclosures in relation to the requirements of EU-
IFRS.
7
Please refer to the Key Audit Matter section below where we describe the risk and its audit
response.
We communicated our risk assessment, audit responses and results to management and the Audit
Committee of the Supervisory Board.
Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and non-
compliance that are considered material for our audit.
Audit response to climate risk
Management is responsible for preparing the financial statements in accordance with the
applicable financial reporting framework, including considering whether the implications from
climate risks and commitments have been appropriately accounted for and disclosed.
Management has performed its analysis of the impact of climate risks on the Company’s
business and operations going forward and on its accounting in the financial statements. In
chapter ‘Performance: Society & community’ of the Annual Report, Management concluded that
the effect of climate risks do not have a material impact on accounts and disclosures, including
judgements and estimates in the financial statements.
The evaluation of the effectiveness of management’s strategy against internal or external goals
set is not in scope of our audit of the financial statements. As part of our audit we consider
potential effects of climate-related risks on the accounts and disclosures, including estimates and
judgements in the current year’s financial statements to determine whether the financial
statements are free from material misstatements. This includes discussion of the company’s
strategy in relation to climate change with management and those charged with governance.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements. We have communicated the key audit
matters to the Supervisory Board. The key audit matters are not a comprehensive reflection of all
matters discussed.
These matters were addressed in the context of our audit of the financial statements as a whole
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Compared to last year the key audit matters with respect to ‘Tax status’ and ‘Liquidity risk related
to COVID-19’ are not included. The ‘Tax status’ is not considered a Key Audit Matter as we have
not identified any non-compliance in previous year and for ‘Liquidity risk related to COVID-19’
this specifically relates to the financial year 2020.
8
Valuation of investment property
Description
The valuation of investment property is complex and requires judgement, both from
management and the external appraisal firms hired by management. The valuation is
dependent on valuation techniques using a number of assumptions to determine expected
future cash flows. Assumptions include developments of market rent levels, vacancy rates,
interest rates, maintenance expenses and transfer tax.
For these properties there is a lower level of certainty and more caution should be applied to the
values than would be the case under normal market conditions. Management evaluated the
impact of the uncertainty statements on the valuations and the associated disclosures. Due to
the significance of investment property (representing 95.2% of total assets) and the estimation
uncertainties, we consider this a key audit matter.
Refer for the accounting policies and estimates to the notes to the financial statements, note 3.6
Investment Property and note 3.32 Significant estimates in the accounts. For disclosure on
Investment Property refer to note 5.
Our response
With involvement of KPMG auditors in the Netherlands, France and Belgium, our procedures for
the valuation of investment property included:
— assessment of the valuation process with respect to the investment property as at year-end
2021, including evaluating design and implementation of related internal controls and tests of
details at the significant components;
— verification of the accuracy and completeness of the rent roll data and other property related
data used as input for the valuations performed by the external appraisal firms by comparing
them to contracts;
— reconciliation of the rent roll data as per balance sheet date to the gross rental income as
accounted for in the profit and loss statement;
— assessment of the objectivity and expertise of the external appraisal firms;
— involvement of our property valuation experts to verify the appropriateness of the valuation
methodology and determine the mathematical accuracy of the valuation model.
— Additionally, the property valuation experts verified the valuation techniques applied with
specific focus on the appropriateness of key assumptions in the valuation process, which
consists of market rent levels and yield. This includes an assessment of the historical accuracy
of the assumptions in previous periods, our understanding of the market and market
developments and a comparison of assumptions and movements therein with publicly available
data;
— discussion of the results of the valuation process and our findings and observations with
management and the appraisal firms; and
— assessment of the adequacy of the related disclosures in relation to the requirements of EU-
IFRS.
Annual Report 2021
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9
Our observation
Overall, we assess that the assumptions and methodologies used, and related estimates
resulted in a balanced valuation of investment property and concur with the related disclosures
in the financial statements.
Valuation of derivatives
Description
Wereldhave N.V. uses derivatives (cross currency and interest rate swaps) to fix the
exchange rate and interest rate risk on part of its floating aspects of its finance activities. The
borrowings are used to finance investment property activities. Next to this Wereldhave N.V.
has a number of embedded derivatives. As at 31 December 2021, Wereldhave N.V. has
recognized derivative financial instruments at fair value, with a debit amount of EUR 16.4
million and a credit amount of EUR 18.4 million. Wereldhave N.V. has opted for cash flow
hedge accounting principles regarding the currency derivatives.
As explained in Note 22 to the financial statements, the fair value of derivatives is based on
fair value quotes from counterparties which are compared to the results of the internal
valuation model using market data obtained from an independent recognized market data
agency. As these valuations are complex, we consider this to be a key audit matter.
Our response
We used our valuation specialists to independently calculate the fair value of the derivatives
and compared the outcome to the values calculated by Wereldhave N.V. We also evaluated
Wereldhave N.V.’s assessment of the adjustment to the fair value for counterparty non-
performance risk (or credit valuation adjustment / debit valuation adjustment – CVA / DVA).
Additionally, we assessed the adequacy of the disclosures in line with the requirements of
EU-IFRS.
Our observation
Overall we assess that the assumptions used and related estimates resulted in a neutral
valuation without significant variances when compared with our own valuations. Furthermore,
we determined that the related disclosures are in accordance with EU-IFRS.
Acquisitions and Disposals of investment properties
Description
Acquisitions and disposal of investment properties are significant transactions which are
subject to error due to the nature of the transaction. Transactions often involve adjusting
payments (earn-outs, rental guarantees, etc.) and are structured as asset deals or share deals
(depending on tax considerations).
9
Our observation
Overall, we assess that the assumptions and methodologies used, and related estimates
resulted in a balanced valuation of investment property and concur with the related disclosures
in the financial statements.
Valuation of derivatives
Description
Wereldhave N.V. uses derivatives (cross currency and interest rate swaps) to fix the
exchange rate and interest rate risk on part of its floating aspects of its finance activities. The
borrowings are used to finance investment property activities. Next to this Wereldhave N.V.
has a number of embedded derivatives. As at 31 December 2021, Wereldhave N.V. has
recognized derivative financial instruments at fair value, with a debit amount of EUR 16.4
million and a credit amount of EUR 18.4 million. Wereldhave N.V. has opted for cash flow
hedge accounting principles regarding the currency derivatives.
As explained in Note 22 to the financial statements, the fair value of derivatives is based on
fair value quotes from counterparties which are compared to the results of the internal
valuation model using market data obtained from an independent recognized market data
agency. As these valuations are complex, we consider this to be a key audit matter.
Our response
We used our valuation specialists to independently calculate the fair value of the derivatives
and compared the outcome to the values calculated by Wereldhave N.V. We also evaluated
Wereldhave N.V.’s assessment of the adjustment to the fair value for counterparty non-
performance risk (or credit valuation adjustment / debit valuation adjustment – CVA / DVA).
Additionally, we assessed the adequacy of the disclosures in line with the requirements of
EU-IFRS.
Our observation
Overall we assess that the assumptions used and related estimates resulted in a neutral
valuation without significant variances when compared with our own valuations. Furthermore,
we determined that the related disclosures are in accordance with EU-IFRS.
Acquisitions and Disposals of investment properties
Description
Acquisitions and disposal of investment properties are significant transactions which are
subject to error due to the nature of the transaction. Transactions often involve adjusting
payments (earn-outs, rental
guarantees, etc.) and are structured as asset deals or share deals
(depending on tax considerations).
10
In relation to acquisitions and disposals of investment properties a potential fraud risk and
corruption risk is identified to possible disproportional payments and use of agents in
connection with transactions, obtaining permits and
rationale of the transactions. Furthermore
transaction values have been evaluated.
Our response
In addition to the procedures already mentioned in the section ‘Audit response to the risk of
fraud and non-compliance with laws and regulations’ we performed the following procedures
on the acquisitions and disposals of investment properties, with
involvement of KPMG auditors
in France and Belgium:
— Obtaining an understanding of the control activities including internal controls relevant to
the risk;
— Testing of design and operating effectiveness of internal controls over the process; and
— Involvement of component auditors to perform audit procedures over acquisitions and
disposals of investment properties to ensure these transactions are properly accounted for
in line with the financial reporting standards. These procedures included obtaining the
purchase or sales contracts, bank statements with related cash movements and
accounting entries to record the initial purchase or result on disposition and reconciling the
transfer of assets to the land registry;
— in respect of fraud risks related to transactions with investment property, component
auditors obtained an understanding of management’s anti-fraud controls (for example,
counterparty due diligence, four-eyes principle, procurement procedures for
development/construction contracts).
— We also obtained and inspected contracts, if relevant, ourselves in order to understand the
nature of the transaction.
— performed substantive procedures on individual acquisitions and disposals including
verifying transfers of ownership in the land registry and verifying rationale on parties
involved and fees involved in the transaction to identify possible indications of fraud and
corruption.
— at Group level we also reviewed minutes of board meetings in which the transactions are
discussed and approved by Management.
Our observation
Overall, we assess that the accounting of acquisitions and disposals of investment properties
is reasonable and it has been adequately disclosed in the financial statements.
Annual Report 2021
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Financial statements
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Report on the other information included in the annual report
In addition to the financial statements and our auditor’s report thereon, the annual report
contains other information.
Based on the following procedures performed, we conclude that the other information:
— is consistent with the financial statements and does not contain material misstatements; and
— contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the
management report and other information.
We have read the other information. Based on our knowledge and understanding obtained
through our audit of the financial statements or otherwise, we have considered whether the other
information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the
Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is less
than the scope of those performed in our audit of the financial statements.
The Board of Management is responsible for the preparation of the other information, including
the information as required by Part 9 of Book 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were engaged by the General Meeting of Shareholders as auditor of Wereldhave N.V. on 26
April 2021, as of the audit for the year 2021 and have operated as statutory auditor ever since
that financial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the
EU Regulation on specific requirements regarding statutory audits of public-interest entities.
European Single Electronic Format (ESEF)
Wereldhave N.V. has prepared its annual report in ESEF. The requirements for this format are
set out in the Commission Delegated Regulation (EU) 2019/815 with regard to regulatory
technical standards on the specification of a single electronic reporting format (these
requirements are hereinafter referred to as: the RTS on ESEF).
In our opinion, the annual report prepared in the XHTML format, including the partially tagged
consolidated financial statements as included in the reporting package by Wereldhave N.V., has
been prepared in all material respects in accordance with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements in
accordance with the RTS on ESEF, whereby management combines the various components
into a single reporting package. Our responsibility is to obtain reasonable assurance for our
10
In relation to acquisitions and disposals of investment properties a potential fraud risk and
corruption risk is identified to possible disproportional payments and use of agents in
connection with transactions, obtaining permits and rationale of the transactions. Furthermore
transaction values have been evaluated.
Our response
In addition to the procedures already mentioned in the section ‘Audit response to the risk of
fraud and non-compliance with laws and regulations’ we performed the following procedures
on the acquisitions and disposals of investment properties, with involvement of KPMG auditors
in France and Belgium:
— Obtaining an understanding of the control activities including internal controls relevant to
the risk;
— Testing of design and operating effectiveness of internal controls over the process; and
— Involvement of component auditors to perform audit procedures over acquisitions and
disposals of investment properties to ensure these transactions are properly accounted for
in line with the financial reporting standards. These procedures included obtaining the
purchase or sales contracts, bank statements with related cash movements and
accounting entries to record the initial purchase or result on disposition and reconciling the
transfer of assets to the land registry;
— in respect of fraud risks related to transactions with investment property, component
auditors obtained an understanding of management’s anti-fraud controls (for example,
counterparty due diligence, four-eyes principle, procurement procedures for
development/construction contracts).
—
We also obtained and inspected contracts, if relevant, ourselves in order to understand the
nature of the transaction.
— performed substantive procedures on individual acquisitions and disposals including
verifying transfers of ownership in the land registry and verifying rationale on parties
involved and fees involved in the transaction to identify possible indications of fraud and
corruption.
— at Group level we also reviewed minutes of board meetings in which the transactions are
discussed and approved by Management.
Our observation
Overall, we assess that the accounting of acquisitions and disposals of investment properties
is reasonable and it has been adequately disclosed in the financial statements.
11
Report on the other information included in the annual report
In addition to the financial statements and our auditor’s report thereon, the annual report
contains other information.
Based on the following procedures performed, we conclude that the other information:
— is consistent with the financial statements and does not contain material misstatements; and
— contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the
management report and other information.
We have read the other information. Based on our knowledge and understanding obtained
through our audit of the financial statements or otherwise, we have considered whether the other
information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the
Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is less
than the scope of those performed in our audit of the financial statements.
The Board of Management is responsible for the preparation of the other information, including
the information as required by Part 9 of Book 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were engaged by the General Meeting of Shareholders as auditor of Wereldhave N.V. on 26
April 2021, as of the audit for the year 2021 and have operated as statutory auditor ever since
that financial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the
EU Regulation on specific requirements regarding statutory audits of public-interest entities.
European Single Electronic Format (ESEF)
Wereldhave N.V. has prepared its annual report in ESEF. The requirements for this format are
set out in the Commission Delegated Regulation (EU) 2019/815 with regard to regulatory
technical standards on the specification of a single electronic reporting format (these
requirements are hereinafter referred to as: the RTS on ESEF).
In our opinion, the annual report prepared in the XHTML format, including the partially tagged
consolidated financial statements as included in the reporting package by Wereldhave N.V., has
been prepared in all material respects in accordance with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements in
accordance with the RTS on ESEF, whereby management combines the various components
into a single reporting package. Our responsibility is to obtain reasonable assurance for our
12
opinion whether the annual report in this reporting package, is in accordance with the RTS on
ESEF.
Our procedures taking into consideration Alert 43 of NBA (the Netherlands Institute of Chartered
Accountants), included amongst others:
— obtaining an understanding of the entity's financial reporting process, including the
preparation of the reporting package;
— obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance document and the XBRL extension
taxonomy files have been prepared in accordance with the technical specifications as
included in the RTS on ESEF;
— examining the information related to the consolidated financial statements in the reporting
package to determine whether all required taggings have been applied and whether these
are in accordance with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of The Board of Management and the Supervisory Board for the
financial statements
The Board of Management is responsible for the preparation and fair presentation of the financial
statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code.
Furthermore, The Board of Management is responsible for such internal control as management
determines is necessary to enable the preparation of the financial statements that are free from
material misstatement, whether due to fraud or error. In that respect The Board of Management,
under supervision of the Supervisory Board, is responsible for the prevention and detection of
fraud and non-compliance with laws and regulations, including determining measures to resolve
the consequences of it and to prevent recurrence.
As part of the preparation of the financial statements, The Board of Management is responsible
for assessing the Company’s ability to continue as a going concern. Based on the financial
reporting frameworks mentioned, The Board of Management should prepare the financial
statements using the going concern basis of accounting unless The Board of Management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do
so. The Board of Management should disclose events and circumstances that may cast
significant doubt on the company’s ability to continue as a going concern in the financial
statements.
The Supervisory Board is responsible for overseeing the Company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain
sufficient and appropriate audit evidence for our opinion.
Annual Report 2021
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12
opinion whether the annual report in this reporting package, is in accordance with the RTS on
ESEF.
Our procedures taking into consideration Alert 43 of NBA (the Netherlands Institute of Chartered
Accountants), included amongst others:
— obtaining an understanding of the entity's financial reporting process, including the
preparation of the reporting package;
— obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance document and the XBRL extension
taxonomy files have been prepared in accordance with the technical specifications as
included in the RTS on ESEF;
— examining the information related to the consolidated financial statements in the reporting
package to determine whether all required taggings have been applied and whether these
are in accordance with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of The Board of Management and the Supervisory Board for the
financial statements
The Board of Management is responsible for the preparation and fair presentation of the financial
statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code.
Furthermore, The Board of Management is responsible for such internal control as management
determines is necessary to enable the preparation of the financial statements that are free from
material misstatement, whether due to fraud or error. In that respect The Board of Management,
under supervision of the Supervisory Board, is responsible for the prevention and detection of
fraud and non-compliance with laws and regulations, including determining measures to resolve
the consequences of it and to prevent recurrence.
As part of the preparation of the financial statements, The Board of Management is responsible
for assessing the Company’s ability to continue as a going concern. Based on the financial
reporting frameworks mentioned, The Board of Management should prepare the financial
statements using the going concern basis of accounting unless The Board of Management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do
so. The Board of Management should disclose events and circumstances that may cast
significant doubt on the company’s ability to continue as a going concern in the financial
statements.
The Supervisory Board is responsible for overseeing the Company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain
sufficient and appropriate audit evidence for our opinion.
12
opinion whether the annual report in this reporting package, is in accordance with the RTS on
ESEF.
Our procedures taking into consideration Alert 43 of NBA (the Netherlands Institute of Chartered
Accountants), included amongst others:
— obtaining an understanding of the entity's financial reporting process, including the
preparation of the reporting package;
— obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance document and the XBRL extension
taxonomy files have been prepared in accordance with the technical specifications as
included in the RTS on ESEF;
— examining the information related to the consolidated financial statements in the reporting
package to determine whether all required taggings have been applied and whether these
are in accordance with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of The Board of Management and the Supervisory Board for the
financial statements
The Board of Management is responsible for the preparation and fair presentation of the financial
statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code.
Furthermore, The Board of Management is responsible for such internal control as management
determines is necessary to enable the preparation of the financial statements that are free from
material misstatement, whether due to fraud or error. In that respect The Board of Management,
under supervision of the Supervisory Board, is responsible for the prevention and detection of
fraud and non-compliance with laws and regulations, including determining measures to resolve
the consequences of it and to prevent recurrence.
As part of the preparation of the financial statements, The Board of Management is responsible
for assessing the Company’s ability to continue as a going concern. Based on the financial
reporting frameworks mentioned, The Board of Management should prepare the financial
statements using the going concern basis of accounting unless The Board of Management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do
so. The Board of Management should disclose events and circumstances that may cast
significant doubt on the company’s ability to continue as a going concern in the financial
statements.
The Supervisory Board is responsible for overseeing the Company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain
sufficient and appropriate audit evidence for our opinion.
13
Our audit has been performed with a high, but not absolute, level of assurance, which means we
may not detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements. The materiality affects the nature, timing and
extent of our audit procedures and the evaluation of the effect of identified misstatements on our
opinion.
A further description of our responsibilities for the audit of the financial statements is included in
appendix of this auditor's report. This description forms part of our auditor’s report.
Amstelveen, 7 March 2022.
KPMG Accountants N.V.
H.D. Grönloh RA
Appendix:
Description of our responsibilities for the audit of the financial statements
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Appendix
Description of our responsibilities for the audit of the financial statements
We have exercised professional judgement and have maintained professional scepticism
throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and
independence requirements. Our audit included among others:
— identifying and assessing the risks of material misstatement of the financial statements,
whether due to fraud or error, designing and performing audit procedures responsive to those
risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
the risk resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;
— obtaining an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control;
— evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by The Board of Management;
— concluding on the appropriateness of The Board of Management’s use of the going concern
basis of accounting, and based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on
Company’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 financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause a company to cease to continue as a going
concern;
— evaluating the overall presentation, structure and content of the financial statements,
including the disclosures; and
— evaluating whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
We are solely responsible for the opinion and therefore responsible to obtain sufficient
appropriate audit evidence regarding the financial information of the entities or business activities
within the group to express an opinion on the financial statements. In this respect we are also
responsible for directing, supervising and performing the group audit.
We communicate with the Supervisory Board regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant findings in
internal control that we identify during our audit. In this respect we also submit an additional
report to the audit committee in accordance with Article 11 of the EU Regulation on specific
14
Appendix
Description of our responsibilities for the audit of the financial statements
We have exercised professional judgement and have maintained professional scepticism
throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and
independence requirements. Our audit included among others:
— identifying and assessing the risks of material misstatement of the financial statements,
whether due to fraud or error, designing and performing audit procedures responsive to those
risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
the risk resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;
— obtaining an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control;
— evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by The Board of Management;
— concluding on the appropriateness of The Board of Management’s use of the going concern
basis of accounting, and based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on
Company’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 financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause a company to cease to continue as a going
concern;
— evaluating the overall presentation, structure and content of the financial statements,
including the disclosures; and
— evaluating whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
We are solely responsible for the opinion and therefore responsible to obtain sufficient
appropriate audit evidence regarding the financial information of the entities or business activities
within the group to express an opinion on the financial statements. In this respect we are also
responsible for directing, supervising and performing the group audit.
We communicate with the Supervisory Board regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant findings in
internal control that we identify during our audit. In this respect we also submit an additional
report to the audit committee in accordance with Article 11 of the EU Regulation on specific
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14
Appendix
Description of our responsibilities for the audit of the financial statements
We have exercised professional judgement and have maintained professional scepticism
throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and
independence requirements. Our audit included among others:
— identifying and assessing the risks of material misstatement of the financial statements,
whether due to fraud or error, designing and performing audit procedures responsive to those
risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
the risk resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;
— obtaining an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control;
— evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by The Board of Management;
— concluding on the appropriateness of The Board of Management’s use of the going concern
basis of accounting, and based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on
Company’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 financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause a company to cease to continue as a going
concern;
— evaluating the overall presentation, structure and content of the financial statements,
including the disclosures; and
— evaluating whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
We are solely responsible for the opinion and therefore responsible to obtain sufficient
appropriate audit evidence regarding the financial information of the entities or business activities
within the group to express an opinion on the financial statements. In this respect we are also
responsible for directing, supervising and performing the group audit.
We communicate with the Supervisory Board regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant findings in
internal control that we identify during our audit. In this respect we also submit an additional
report to the audit committee in accordance with Article 11 of the EU Regulation on specific
15
requirements regarding statutory audits of public-interest entities. The information included in this
additional report is consistent with our audit opinion in this auditor’s report.
We provide the Supervisory Board 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 Supervisory Board, we determine the key audit
matters: those matters that were of most significance in the audit of the financial statements. We
describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, not communicating the
matter is in the public interest.
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Financial statements
AGM
Annual General Meeting
AScX
Amsterdam Small Cap Index
bps
basis points
BREEAM
Building Research Establishment Environmental Assessment Method
CBS
Statistics Netherlands
CDP
Formerly Carbon Disclosure Project
CEO
Chief Executive Officer
CFO
Chief Financial Officer
CO
2
Carbon dioxide (eq. - equivalent)
CRREM
Carbon Risk Real Estate Monitor
CSAT
Customer satisfaction index
CSR
Corporate Social Responsibility
DIY
Do-it-yourself
DRPS
Direct result per share
ECB
European Central Bank
eNPS
Employee Net Promoter Score
EPC
Energy performance certificates
EPRA
European Public Real Estate Association
EPS
Earnings per share
ERV
Estimated rental value
ESEF
European single electronic reporting format
ESG
Environmental, Social & Governance
EU
European Union
F&B
Food & beverage
FSC
Full Service Center
FSMA
Financial Services & Markets Authority
FTE
Full-time equivalent
GDP
Gross Domestic Product
GRI
Global Reporting Initiative
ICR
Interest Coverage Ratio
IFRS
International Financial Reporting Standards
IR
Integrated Reporting
IRR
Internal rate of return
ISS
Institutional Shareholder Services
KPI
Key performance indicator
kWh
Kilowatt-hour
LED
light emitting diode
LTV
Loan-to-Value
MGR
Minimum Guaranteed Rent
MWh
Megawatt-hour
N/A
Not available
NAV
Net Asset Value
NIY
Net Initial Yield
NPS
Net Promoter Score
NRI
Net Rental Income
NTA
Net Tangible Assets
OECD
Organization for Economic Cooperation & Development
SBTi
Science-Based Targets initiative
SDG
Sustainable Development Goal
SFDR
Sustainable Finance Disclosure Regulation
SIIC
Société d’investissement immobilier cotée
VBDO
Dutch Association of Investors for Sustainable Development
VRF
Value Reporting Foundation
yoy
year-on-year
List of abbreviations
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List of abbreviations
Contribution to Sustainable Development Goals
Sustainable Development Goal Sustainability focus area Alignment
7. Affordable and clean energy Better footprint Reduce carbon emissions 30% by 2030 – for those areas in our centers under our operational control
Partner with tenants and visitors to reduce carbon and waste (ambition: net zero value-chain by 2050)
8. Decent work and economic growth Better living Aim for zero safety incidents in our centers
11. Sustainable cities and communities Better nature, Better living Increase m² of green areas on and around our centers with ecological value and climate resilience
1% NRI-equivalent contribution to socio-economic and social inclusion initiatives
12. Responsible consumption
and production
Better footprint Increase recycling and zero waste to landfill
Reduce water consumption
Partner with tenants and visitors to reduce carbon and waste (ambition: net zero value-chain by 2050)
13. Climate action Better nature Increase % of Wereldhave buildings with plans in place to mitigate physical effects of climate change (extreme heat, flooding, storms etc.)
17. Partnership for the goals All pillars Partnering with suppliers, tenants & society
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Contribution to Sustainable Development Goals
Workforce
Workforce - employment (GRI 102-7; 102-8)
(in FTE) Total Belgium France Netherlands
2021 Number of FTE
123.4 54.4 69.0
2020 Number of FTE
178.1 47.6 55.8 74.7
2021 Part-time employees
24.4% 15.8% 31.1%
2020 Part-time employees
16.8% 16.0% 1.8% 27.8%
2021 Full-time employees
75.6% 84.2% 68.9%
2020 Full-time employees
83.2% 84.0% 98.2% 72.2%
2021 Employees with fixed-term contract
13.7% 3.5% 21.6%
2020 Employees with fixed-term contract
14.1% 0.0% 16.1% 21.5%
2021 Employees with permanent contract
86.3% 96.5% 78.4%
2020 Employees with permanent contract
85.9% 100.0% 83.9% 78.5%
Workforce - employment (GRI 405-1, EPRA Diversity-Emp)
2021 2020
(number)
% of total
employees Male Female
% of total
employees Male Female
Age group < 30 12.2% 25.0% 75.0% 10.8% 45.0% 55.0%
Age group 30-40 34.4% 48.9% 51.1% 36.2% 50.7% 49.3%
Age group 40-50 35.9% 44.7% 55.3% 34.1% 46.0% 54.0%
Age group > 50 17.6% 65.2% 34.8% 18.9% 48.6% 51.4%
Total numbers of employees 132 47.3% 52.7% 185 48.1% 51.9%
Employees in senior management 43% 57% 57% 43%
Employees in Management Team 100% 0% 100% 0%
Non-executive board 67% 33% 67% 33%
Social indicators
1
Employee turnover
Total number and rates of new employee hires and employee turnover by age group,
gender and region (GRI 401-1, EPRA Emp-Turnover)
2021 2020
(number) New hires Departures
New hires Departures
Male 7 11 26 18
Female 14 7 19 20
Age group < 30 11 2 14 11
Age group 30-40 4 6 18 15
Age group 40-50 5 4 10 8
Age group > 50 1 6 3 4
Total
21 18 45 38
Reasons for departure
(number) 2021 2020 2019
Resignations 11
20 20
Dismissals 2
3 5
Mutual agreements 2
4 7
Retirements 0
0 0
Departure during probation period 0
2 1
Expiry contracts 3
9 3
Deaths 0
0 0
Totals 18 38 36
Employee turnover 13.7% 20.5% 20.0%
1 The social indicators for 2021 exclude data for France. Following the sale of four assets, we have scaled down our French organization, whilst operational and
financial management for our two remaining centers is being outsourced to external service providers until these assets are sold
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Social indicators
New employee hires
New employees hired by gender 2021 2020
Male employees 33.3% 57.8%
Female employees 66.7% 42.2%
New employees hired by age group 2021 2020
Age group < 30 52.6% 31.1%
Age group 30-40 19.1% 40.0%
Age group 40-50 23.8% 22.2%
Age group > 50 4.8% 6.7%
Employee health and safety (GRI 403-2, EPRA H&S-Emp)
Sickness ratio and total number of work-related fatalities
Units Total Belgium France Netherlands
2021 Absentee rate % 4.1 6.2 2.4
2020 Absentee rate % 3.9 2.2 4.9 4.3
2021 Injury rate % 0.0 0.0 0.0
2020 Injury rate % 0.0 0.0 0.0 0.0
2021 Work-related fatalities Number 0 0 0
2020 Work-related fatalities Number 0 0 0 0
Training & Development (GRI 404-1, 404-2, EPRA Emp-training)
Average hours of training per employee, by gender
Units Total Belgium France Netherlands
2021 training hours total Number 947 416 531
2021 training hours per employee Number 16 17 16
2021 training costs total in Euro 115,877 43,268 72,609
2021 training costs per employee in Euro 1,964 1,731 2,136
2020 training hours total Number 3,369 673 1,155 1,541
2020 training hours per employee Number 18 14 21 20
2020 training costs total in Euro 243,248 54,983 24,725 163,540
2020 training costs per employee in Euro 1,315 1,100 442 2,070
2021 2020
Units Male Female Male Female
Educational training % 0.0% 0.0% 64.5% 35.5%
Skills & development training % 46.5% 53.6% 45.4% 54.6%
Wereldhave training % 0.0% 0.0% 26.8% 73.2%
Training works council % 0.0% 0.0% 0.0% 0.0%
Training hours per employee Number of hours 15.0 17.0 17.4 18.9
Number of training hours split per category
(number of hours) 2021 2020
Educational training 0 202
Skills & development training 947 3,070
Wereldhave training 0 98
Training works council 0 0
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Employee category
Breakdown of employees by employee category (GRI 102-8)
(Number) 2021 2020
Management Team 4 5
Senior Management 7 7
Operations and staff 121 173
Total internal staff 132 185
Non-executives 3 3
Total 135 188
Remuneration
Ratio of Base Salary and remuneration of women to men by employee category
(GRI 405-2, EPRA Diversity-pay)
2021 2020
women
average salary %
women
average salary %
Management Team n/a n/a
Senior management 100% 98.0%
Operations and staff 67% 66%
total male female total male female
Annual increase in base salary
excluding individual STI 3.2% 2.8% 3.6% 3.8% 3.6% 4.0%
Employee satisfaction
Employee satisfaction by aspect measured (GRI 102-43)
(Number) 2021 2018
E-NPS score +23 N/a
Rating employer 7.5 7,6
Response rate 86.0% 90.1%
Incidents of discrimination
Total numbers of incidents of discrimination and corrective actions (GRI 406-1)
(Number) 2021 2020 2019
Number of incidents of
discrimination reported 0 0 0
Employee performance appraisals (GRI 404-3, EPRA Emp-Dev)
2021 2020
Percentage of employees with an appraisal 99% 85%
Community engagement
Social performance indicators retail portfolio 2021 2020
Local engagement program in place (% of assets) 100% 100%
Local community investments - absolute (€) 2,074,635 1,062,275
Local community investments - relative to NRI (% of NRI) 1.66% 0.8%
Health and safety assessment
2021 2020
Health & Safety - assessment undertaken (in %) 76% 84%
Health & Safety - incidents of non-compliance occurred 0 0
The pay ratio is calculated based on average salary of female employees / average salary of male employees (excluding CEO and CFO).
The responsibility level, job requirements, employees’ competences or performance have not been taken into account in this pay-ratio.
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Environmental indicators
Environmental performance indicators - Retail
EPRA, GRI 302-1, 302-2, 303-1, 305-1, 305-2, 305-3, 306-2
Absolute portfolio Like-for-like portfolio
Belgium France Netherlands Total
Impact areas 2021
2020 2021 2020 2021 2020 2021 2020 2021 2020
Energy (MWh)
Electricity shared services 30,726 31,739 6,526 6,840 9,715 8,801 14,071 15,096 30,312 30,737
Electricity submetered to tenants 1,310 2,432 17 18 1,293 2,414 0 0 1,310 2,432
Total landlord obtained electricity 32,035 34,170 6,543 6,858 11,008 11,215 14,071 15,096 31,622 33,169
Proportion of electricity from renewable sources (market-based) 93% 93% 100% 100% 19% 23% 100% 100% 93% 92%
District heating and cooling shared services 3,085 2,447 0 0 45.5 62 3039 2,385 3085 2,447
District heating and cooling submetered to tenants 0 0 0 0 0 0 0 0 0 0
Total landlord obtained district heating 3,085 2,447 0 0 45.5 62 3039 2,385 3,085 2,447
Proportion heating and cooling from renewable sources 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%
Fuels shared services 11,678 12,343 3,645 3,817 360 365 6,189 6,073 10,194 10,255
Fuels submetered to tenants 287 514 287 514 0 0 0 0 287 514
Total landlord obtained fuels 11,965 12,857 3,932 4,331 360 365 6,189 6,073 10,481 10,769
Proportion of fuels from renewable sources 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%
Total energy from shared services 45,489 46,529 10,171 10,657 10,121 9,228 23,299 23,554 43,591 43,439
Total energy submetered to tenants 1,597 2,946 304 532 1,293 2,414 0 0 1,597 2,946
Total landlord obtained energy 47,086 49,474 10,475 11,189 11,413 11,642 23,299 23,554 45,187 46,385
Total renewable energy produced on-site 3,625 4,212 1,847 2,013 0 0 1,702 1,904 3,549 3,917
Greenhouse gas emissions from energy (tCO2e)
Total direct GHG emissions Scope 1 (market-based) 2,121 2,242 662 693 65 66 1,124 1,103 1,851 1,862
Total direct GHG emissions Scope 1 (location-based) 2,121 2,242 662 693 65 66 1,124 1,103 1,851 1,862
Total indirect GHG emissions Scope 2 (market-based) 668 828 0 0 576 592 0 0 576 592
Total indirect GHG emissions Scope 2 (location-based) 6,497 9,807 1,053 1,955 576 628 4,778 6,883 6,408 9,466
Total indirect GHG emissions Scope 3 (market-based) 118 228 52 93 66 135 0 0 118 228
Total GHG emissions - landlord obtained/submetered (market-based) 2,906 3,298 714 786 708 793 1,124 1,103 2,545 2682
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Environmental indicators
Absolute portfolio Like-for-like portfolio
Belgium France Netherlands Total
Impact areas
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Water (m
3
)
Water from municipal water supplies or other public 178,414 219,028 51,710 53,714 74,937 88,324 47,363 49,208 174,010 191,246
Water from rainwater collected directly and stored 3,356 5,631 3,356 5,631 0 0 0 0 3,356 5,631
Water from groundwater / surface water 11,689 31,976 11,689 31,976 0 0 0 0 11,689 31,976
Total landlord obtained water consumption 193,459 256,635 66,755 91,321 74,937 88,324 47,363 49,208 189,055 228,853
Water submetered to tenants 30,362 35,020 30,362 35,020 0 0 0 0 30,362 35,020
Waste (metric tonnes)
Hazardous waste 0 0 0 0 0 0 0 0 0 0
Non-hazardous waste 4,015 5,101 1,224 1,545 1,396 1,783 1,170 1,313 3,790 4,641
Total weight of waste by disposal route (metric tonnes)
Recycling 1,245 1428 465 510 391 499 304 302 1,160 1,311
Composting 0 0 12 15 0 0 0 0 12 15
Energy from Waste 1,405 1683 575 757 0 0 690 774 1,266 1,532
Incineration without energy recovery 763 1224 0 0 572 767 176 236 748 1,003
Landfill 482 612 49 31 433 517 0 0 482 548
other 120 153 122 232 0 0 0 0 122 232
Proportion of waste by disposal route (%)
Recycling 31% 28% 38% 33% 28% 28% 26% 23% 31% 28%
Composting 0% 0% 1% 1% 0% 0% 0% 0% 0% 0%
Energy from Waste 35% 33% 47% 49% 0% 0% 59% 59% 33% 33%
Incineration without energy recovery 19% 24% 0% 0% 41% 43% 15% 18% 20% 22%
Landfill 12% 12% 4% 2% 31% 29% 0% 0% 13% 12%
other 3% 3% 10% 15% 0% 0% 0% 0% 3% 5%
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Environmental intensity indicators - Retail
EPRA Sustainability performance measures (GRI 302-1, 302-2, 303-1, 305-1, 305-2, 305-3, 306-2)
Absolute portfolio Like-for-like portfolio
Belgium France Netherlands Total
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Impact areas
Buildingenergyintensity kWh/m
2
/year 50.60 56.25 54.21 64.07 45.78 46.70 59.56 60.21 54.20 57.06
kWh/visitor/year 0.53 0.50 0.64 0.89 0.43 0.42 0.50 0.47 0.51 0.52
Greenhousegasintensityfrombuildingenergy kgCO
2
e/m
2
/year 3.12 3.54 3.70 3.91 2.84 2.86 2.87 2.82 3.05 3.36
kgCO
2
e/visitor/year 0.03 0.03 0.04 0.05 0.03 0.03 0.02 0.02 0.03 0.03
Buildingwaterintensity m
3
/m
2
/year 0.21 0.28 0.35 0.47 0.30 0.35 0.12 0.13 0.23 0.27
liter/visitor/year 2.17 2.47 4.10 6.59 2.86 3.19 1.02 0.98 2.12 2.49
Environmental performance indicators - Office
Absolute portfolio Like for like portfolio
Belgium Total
Impact areas 2021 2020 2021 2020 2021 2020
Energy (MWh)
Electricity shared services 5,037 6,203 - - - -
Electricity submetered to tenants 1,060 1,527 - - - -
Total landlord obtained electricity 6,097 7,730 - - - -
Proportion of electricity from renewable sources 100% 100% - - - -
District heating and cooling shared services - - - - - -
District heating and cooling submetered to tenants - - - - - -
Total landlord obtained district heating - - - - - -
Proportion heating and cooling from renewable sources - - - - - -
Fuels shared services 4,629 5,612 - - - -
Fuels submetered to tenants 0 7 - - - -
Total landlord obtained fuels 4,629 5,619 - - - -
Proportion of fuels from renewable sources 0% 0% - - - -
Total energy from shared services 9,666 11,815 - - - -
Total energy submetered to tenants 1,060 1,534 - - - -
Total landlord obtained energy 10,726 13,349 - - - -
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Absolute portfolio Like for like portfolio
Belgium Total
Impact areas 2021 2020 2021 2020 2021 2020
Greenhouse gas emissions (tCO
2
e) - - - -
Total direct GHG emissions Scope 1 (market-based) 853 1,019 - - - -
Total indirect GHG emissions Scope 2 (market-based) - 0 - - - -
Total indirect GHG emissions Scope 3 (market-based) - 1.3 - - - -
Total GHG emissions (market-based) 853 1,020 - - - -
Water (m
3
) - - - -
Water from public water supplies - shared services 15,034 16,341 - - - -
Water from public water supplies - submetered - - - - - -
Water from rainwater collected directly and stored - - - - - -
Water from groundwater / surface water - - - - - -
Total landlord obtained water consumption 15,034 16,341 - - - -
Waste (metric tonnes) - - - -
Hazardous waste 0 0 - - - -
Non-hazardous waste 90 109 - - - -
Total weight of waste by disposal route (metric tonnes) -
-
-
-
Recycling 37.7 44 - - - -
Composting 0 0 - - - -
Energy from Waste 40.6 50 - - - -
Incineration without energy recovery 0 0 - - - -
Landfill 0 0 - - - -
other 12.7 15 - - - -
Proportion of waste by disposal route (%) - - - -
Recycling 42% 40% - - - -
Composting 0% 0% - - - -
Energy from Waste 45% 46% - - - -
Incineration without energy recovery 0% 0% - - - -
Landfill 0% 0% - - - -
other 13% 14% - - - -
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Environmental intensity indicators - Office
Absoluteportfolio Like for like portfolio
Belgium Total
2021 2020 2021 2020 2021 2020
Buildingenergyintensity CRESSCRE1 kWh/m
2
/year 100 125 - - - -
Greenhousegasintensityfrombuildingenergy CRESSCRE3 kgCO
2
e/m
2
/year 7.98 9.56 - - - -
Buildingwaterintensity CRESSCRE2 m
3
/m
2
/year 0.14 0.15 - - - -
BREEAM certificates
Total Netherlands Belgium France
2021 2020 2021 2020 2021 2020 2021 2020
BREEAM certifications in place % of retail center GLA
Outstanding 0% 0% 0% 0% 0% 0% 0% 0%
Excellent 21% 32% 0% 0% 36% 36% 100% 84%
Very Good
55% 57% 71%
86% 43% 43%
0% 16%
Good/Pass 0% 0% 0% 0% 0% 0% 0% 0%
Percentage of GLA which is BREEAM rated 76% 89% 71% 86% 79% 79% 100% 100%
Percentage of eligible centers GLA which is BREEAM rated 100% 100% 100% 100% 100% 100% 100% 100%
Energy Performance Certificates (EU EPC)
2021
EU EPC labels in place % of total GLA
A 36%
B 0%
C 8%
D 10%
E 3%
No label (Belgian assets) 43%
100%
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GRI SRS Index
GRI Standard Number GRI Standard Title Disclosure Number Disclosure Title Page
GRI 102 General Disclosures 102-01 Name of the organization 2
GRI 102 General Disclosures 102-02 Activities, brands, products, and services 2, 8-12
GRI 102 General Disclosures 102-03 Location of headquarters 2
GRI 102 General Disclosures 102-04 Location of operations 2, 8-10
GRI 102 General Disclosures 102-05 Ownership and legal form 58
GRI 102 General Disclosures 102-06 Markets served 8-10
GRI 102 General Disclosures 102-10 Significant changes to the organization and its supply chain 17-20
GRI 102 General Disclosures 102-11 Precautionary Principle or approach 42-43, 47-54
GRI 102 General Disclosures 102-12 External initiatives 42-43, 54
GRI 102 General Disclosures 102-13 Membership of associations 2
GRI 102 General Disclosures 102-14 Statement from senior decision-maker 4-5
GRI 102 General Disclosures 102-15 Key impacts, risks, and opportunities 61-65
GRI 102 General Disclosures 102-16 Values, principles, standards, and norms of behavior 58-81
GRI 102 General Disclosures 102-17 Mechanisms for advice and concerns about ethics 58-81
GRI 102 General Disclosures 102-18 Governance structure 58-81
GRI 102 General Disclosures 102-19 Delegating authority 58-81
GRI 102 General Disclosures 102-20 Executive-level responsibility for economic, environmental, and social topics 58-81
GRI 102 General Disclosures 102-21 Consulting stakeholders on economic, environmental, and social topics 23, 88
GRI 102 General Disclosures 102-22 Composition of the highest governance body and its committees 66-67
GRI 102 General Disclosures 102-23 Chair of the highest governance body 66
GRI 102 General Disclosures 102-24 Nominating and selecting the highest governance body 66-67
GRI 102 General Disclosures 102-25 Conflicts of interest 68, 69, 79
GRI 102 General Disclosures 102-26 Role of highest governance body in setting purpose, values, and strategy 58-81
GRI 102 General Disclosures 102-27 Collective knowledge of highest governance body corporate website
GRI 102 General Disclosures 102-28 Evaluating the highest governance body’s performance corporate website
GRI 102 General Disclosures 102-29 Identifying and managing economic, environmental, and social impacts 88
GRI 102 General Disclosures 102-30 Effectiveness of risk management processes 61-65
GRI 102 General Disclosures 102-31 Review of economic, environmental, and social topics 24, 47-54
GRI 102 General Disclosures 102-32 Highest governance body’s role in sustainability reporting 67
GRI 102 General Disclosures 102-35 Remuneration policies 70-71
GRI 102 General Disclosures 102-36 Process for determining remuneration 70-76
GRI 102 General Disclosures 102-40 List of stakeholder groups 23
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GRI Standard Number GRI Standard Title Disclosure Number Disclosure Title Page
GRI 102 General Disclosures 102-41 Collective bargaining agreements 43
GRI 102 General Disclosures 102-42 Identifying and selecting stakeholders 23
GRI 102 General Disclosures 102-43 Approach to stakeholder engagement 23
GRI 102 General Disclosures 102-44 Key topics and concerns raised 23, 88
GRI 102 General Disclosures 102-45 Entities included in the consolidated financial statements 137
GRI 102 General Disclosures 102-46 Defining report content and topic Boundaries 85
GRI 102 General Disclosures 102-47 List of material topics 88
GRI 102 General Disclosures 102-48 Restatements of information 27-55
GRI 102 General Disclosures 102-49 Changes in reporting 33
GRI 102 General Disclosures 102-50 Reporting period 2, 87
GRI 102 General Disclosures 102-51 Date of most recent report 2
GRI 102 General Disclosures 102-52 Reporting cycle 2, 87
GRI 102 General Disclosures 102-53 Contact point for questions regarding the report 2
GRI 102 General Disclosures 102-54 Claims of reporting in accordance with the GRI Standards 85
GRI 102 General Disclosures 102-55 GRI content index 171-173
GRI 102 General Disclosures 102-56 External assurance 87
GRI 102 General Disclosures 102-7 Scale of the organization 8, 33
GRI 102 General Disclosures 102-8 Information on employees and other workers 42, 43
GRI 102 General Disclosures 102-9 Supply chain 23, 42
GRI 103 Management Approach 103-1 Explanation of the material topic and its Boundary 88
GRI 103 Management Approach 103-2 The management approach and its components 4, 12
GRI 103 Management Approach 103-3 Evaluation of the management approach 4, 12
GRI 201 Economic Performance 201-1 Direct economic value generated and distributed 24
GRI 203 Indirect Economic Impacts 203-2 Significant indirect economic impacts 24
GRI 302 Energy 302-1 Energy consumption within the organization 166-170
GRI 302 Energy 302-2 Energy consumption outside of the organization 166-170
GRI 302 Energy 302-3 Energy intensity 166-170
GRI 302 Energy 302-4 Reduction of energy consumption 166-170
GRI 303 Water 303-1 Water withdrawal by source 166-170
GRI 303 Water 303-3 Water recycled and reused 166-170
GRI 304 Biodiversity 304-2 Significant impacts of activities, products, and services on biodiversity 24, 50
GRI 305 Emissions 305-1 Direct (Scope 1) GHG emissions 166-170
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GRI Standard Number GRI Standard Title Disclosure Number Disclosure Title Page
GRI 305 Emissions 305-2 Energy indirect (Scope 2) GHG emissions 166-170
GRI 305 Emissions 305-3 Other indirect (Scope 3) GHG emissions 166-170
GRI 305 Emissions 305-4 GHG emissions intensity 166-170
GRI 305 Emissions 305-5 Reduction of GHG emissions 166-170
GRI 306 Effluents and Waste 306-2 Waste by type and disposal method 166-170
GRI 308 Supplier Assessment 308-1 New suppliers that were screened using environmental criteria 42
GRI 401 Employment 401-1 New employee hires and employee turnover 163, 164
GRI 403 Occupational Health and Safety 403-2 Injury, occupational diseases, lost days, absenteeism, and work-related fatalities 164
GRI 404 Training and Education 404-1 Average hours of training per year per employee 164
GRI 404 Training and Education 404-2 Programs for upgrading employee skills and transition assistance programs 164
GRI 404 Training and Education 404-3 Percentage of employees receiving regular performance and career development reviews 164
GRI 405 Diversity and Equal Opportunity 405-1 Diversity of governance bodies and employees 163
GRI 405 Diversity and Equal Opportunity 405-2 Ratio of basic salary and remuneration of women to men 165
GRI 406 Non-discrimination 406-1 Incidents of discrimination and corrective actions taken 165
GRI 413 Local Communities 413-1 Operations with local community engagement, impact assessments, and development programs 50, 51, 165
GRI 414 Supplier Social Assessment 414-1 New suppliers that were screened using social criteria 42
GRI 416 Customer Health and Safety 416-1 Assessment of the health and safety impacts of product and service categories 165, 170
GRI 417 Marketing and Labeling 417-1 Requirements for product and service information and labelling 54, 170
GRI CRESS Sector specific indicators CRE 1 Building energy intensity 166-170
GRI CRESS Sector specific indicators CRE 2 Building water intensity 166-170
GRI CRESS Sector specific indicators CRE 3 Greenhouse gas emissions intensity from buildings 166-170
GRI CRESS Sector specific indicators CRE 8 Type and number of sustainability certification, rating and labelling schemes 170
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EPRA Sustainability performance measures
Environmental performance measures Page
Elec-abs
Total electricity consumption
87, 166-170
Elec-Lfl
Like-for-like total electricity consumption
87, 166-170
DH&C-Abs
Total district heating & cooling consumption
87, 166-170
DH&C-LfL
Like-for-like total district heating & cooling consumption
87, 166-170
Fuels-Abs
Total fuel consumption
87, 166-170
Fuels-LfL
Like-for-like total fuel consumption
87, 166-170
Energy-Int
Building energy intensity
87, 166-170
GHG-Dir-Abs
Total direct greenhouse gas (GHG) emissions
87, 166-170
GHG-Indir-Abs
Total indirect greenhouse gas (GHG) emissions
87, 166-170
GHG-Int
Greenhouse gas (GHG) emissions intensity from building energy consumption
87, 166-170
Water-Abs
Total water consumption
87, 166-170
Water-LfL
Like-for-like total water consumption
87, 166-170
Water-Int
Building water intensity
87, 166-170
Waste-Abs
Total weight of waste by disposal route
87, 166-170
Waste-LfL
Like-for-like total weight of waste by disposal route
87, 166-170
Cert-Tot
Type and number of sustainably certified assets
170
Social performance measures
Diversity-Emp
Employee gender diversity
163
Diversity-Pay
Gender pay ratio
165
Emp-Training
Employee training and development
164
Emp-Dev
Employee performance appraisals
165
Emp-Turnover
New hires and turnover
163
H&S-Emp
Employee health and safety
164, 165
H&S-Asset
Asset health and safety assessments
165
H&S-Comp
Asset health and safety compliance
165
Comty-Eng
Community engagement, impact assessments and development programs
165
Governance performance measures
Gov-Board
Composition of the highest governance body
58-59
Gov-Selec
Process for nominating and selecting the highest governance body
58-59, corporate website
Gov-CoI
Process for managing conflicts of interest
58-60, 66-69, corporate website
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WERELDHAVE N.V.
WTC Schiphol, Tower A, 3rd floor
Schiphol Boulevard 233
1118 BH Schiphol
P.O. Box 75837, 1118 ZZ Schiphol
The Netherlands
T: +
www.wereldhave.com