Integrated Annual Report 2022
Wereldhave N.V.
Integrated Annual Report 2022
LifeCentral:
Solid progress, sustainable growth
Wereldhave Full Service Centers contribute to a better
everyday life for visitors and better business for our partners.
A one-stop location for 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, Belgium and France.
Annual Report 2022
Wereldhave N.V.
I
Wereldhave in 2022 Our strategy Our performance and outlook Governance Additional information
Financial statements
Introduction
Welcome to Wereldhave’s 2022 Integrated Annual Report. This Report provides an overview of the Company’s business, strategy, performance
and governance during the year. It also looks at how Wereldhave endeavors to create long-term value for the Company’s main stakeholder groups:
its tenants, investors, business partners and employees, as well as the millions of people who visit Wereldhave centers in the Netherlands, Belgium
and France every year.
How this Report is structured
Our Integrated Annual Report comprises two main sections:
• The first describes our business and operating environment, our strategy, performance,
outlook and governance (pages 2-97).
• The second contains our formal disclosures, including our financial statements
(pages 98-169).
Our Supervisory Board Report is included in the Governance section (from page 52).
Detailed sustainability disclosures may be found at the end of this Report (from page 161).
For more information about our approach to reporting, please see the Basis of Preparation
(page 82).
If you have any questions regarding this report or its contents, please contact our Investor
Relations department at investor.relations@wereldhave.com.
Reporting standards used
This Integrated Annual Report has been prepared in accordance with the Integrated
Reporting <IR> Framework, as well as the latest standards issued by the Global Reporting
Initiative (GRI). All financial statements comply with the International Financial Reporting
Standards, as adopted by the European Union (EU-IFRS) and the Dutch Civil Code.
For further information, see page 82.
Electronic reporting format
In addition to this PDF version, there is also a European single electronic reporting
format (ESEF) version of this Report available on our website (https://www.wereldhave.com/
investor-relations/reports-publications/annual-reports/). It should be noted that, in case of
any discrepancies, the ESEF version prevails.
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 our
stakeholders, particularly providers of financial capital.
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
development activities). In Belgium, our investments consist of a 66.16% stake in Wereldhave
Belgium, which is registered as a tax-exempt investment company, listed on Euronext Brussels.
Our remaining 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 Global Real
Estate Sustainability Benchmark (GRESB) and the Dutch Green Building Council.
Partner
About this Report
Annual Report 2022
Wereldhave N.V.
2
Wereldhave in 2022 Our strategy Our performance and outlook Governance Additional information
Financial statements
Introduction
Introduction
About this Report
Contents
Introduction
About this Report
Message from our CEO
Wereldhave in 2022
Our business
in Review
Our business environment
Our strategy
Our LifeCentral strategy
Value creation
Our value creation model
Our performance and outlook
Financial performance & investors
Direct & Indirect result
Key developments in our markets
- Netherlands
- Belgium
- France
Tenants and visitors
Business partners, suppliers
and employees
Society & community
Carbon flow analysis
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
Qualifying notes ESG reporting
Materiality
Property portfolio
EPRA performance measures
Five-year performance tables
Share performance
Financial statements
Consolidated financial statement
Consolidated statement of financial
position
Notes to the consolidated financial
statements
Company financial statements
Notes to the company
financial statements
Other information
Auditor’s report
Appendix
List of abbreviations
Contribution to Sustainable
Development Goals
Social indicators
Environmental indicators
Annual Report 2022
Wereldhave N.V.
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Wereldhave in 2022 Our strategy Our performance and outlook Governance Additional information
Financial statements
Introduction
Message from our CEO
In what has been a volatile economic environment, we
delivered a very solid operating result for 2022. This
– combined with indexation on our lease contracts –
allowed us to report a direct result per share (DRPS) for
the year of € 1.63, well above our initial forecast and also
well above our predictions for our “trough year” 2022.
Visitor numbers to our centers improved during the year,
as did sales, which are now above pre-pandemic levels.
In the leasing market, there was stronger demand than
expected. We began to see a turnaround in leasing rates.
In the Netherlands, leasing spreads – the difference
between current and previous rents – rose for the first time
in six years, in no small measure thanks to the success of
our new Full Service Centers. At the same time, vacancies
in the Dutch retail market dropped to a ten-year low – a
clear sign that we are at last moving into a “renter’s market”,
also driven by the completion of more Full Service Centers
where we have right-sized the share of traditional retail and
added new uses.
Full Service Centers
We continue to enjoy significant success with our Full Service
Centers. In 2022, we delivered three more Full Service
Centers in addition to the two – Presikhaaf and Les Bastions
– that opened in 2021. These locations are delivering
exactly what we had envisioned: increased footfall, above
pre-pandemic levels, and annualized returns of 6.4%
(unlevered). “Daily life” – including food, homeware, health
& beauty, fitness and leisure – now accounts for 62% of
our centers, reducing our reliance on more vulnerable
sectors like mid-market fashion and shoes.
In 2023, we plan to complete another four Full Service
Centers – in Hoofddorp, Capelle aan den IJssel and
Purmerend in the Netherlands and Genk in Belgium.
We had a successful 2022: Despite difficult
economic conditions, we posted strong
operating results, delivered three more Full
Service Centers and continued to strengthen
our position as an industry leader in
sustainability.
Matthijs Storm
“ We continue to enjoy
significant success with
our Full Service Centers.
These locations are
delivering exactly what we
had envisioned: increased
footfall and solid returns.”
Annual Report 2022
Wereldhave N.V.
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Wereldhave in 2022 Our strategy Our performance and outlook Governance Additional information
Financial statements
Introduction
Message from our CEO
I am pleased to say all four developments are on time and
on budget despite the recent increase in interest rates and
prices for building materials. By the end of 2023, we will
have converted nine of our seventeen traditional shopping
centers into Full Service Centers, keeping our LifeCentral
strategy well on track.
Strong capital position
We have the resources we need to continue delivering on
this strategy. Over recent years, we have built up a strong
capital position. We have completed the vast majority of
our disposal program. Management of our two remaining
French centers has now been outsourced, with an
occupancy rate of 97%. In 2022, we also successfully
refinanced our main credit facilities through to the end of
2027, whilst maintaining a low loan-to-value ratio. In this
context, we will strictly apply our divestment policy for
assets that generate a return below our internal threshold,
set the dividend at 71% payout (vs. >75% target) and
finetuned our LifeCentral capex down by € 59m without
impacting our transformation strategy.
A Better Tomorrow
Meanwhile, we are cementing our position as an industry
leader in sustainability through our “A Better Tomorrow”
program. In 2022, we were awarded five stars by the Global
Real Estate Sustainability Benchmark (GRESB) for the ninth
straight year. We also secured an A score from CDP for
our efforts to reduce carbon emissions – one of the few
companies to do so. Credits must go to our ESG team and
to the asset and technical managers for their hard work in
reducing our carbon footprint and making our centers more
resilient to the physical effects of climate change.
Abolishing the REIT regime
The Dutch government’s plan to abolish the Dutch real estate
investment trust (REIT) regime caught us by surprise. In a
worst-case scenario, we estimate the decision, due to take
effect from 2025, could cost us € 3-4m a year in earnings,
equivalent to approximately 5%. The government has
promised to put support measures in place – these, plus tax
optimization, will help us mitigate the effects of this decision.
At the same time, we believe the government’s decision
may create new business opportunities – for joint ventures,
for example, or providing asset or fund management
services to third parties. Over the next two years, we will
review these potential opportunities. We will also continue
discussions with the Dutch government, given that the
changes to the REIT regime are yet to be made law. As
Wereldhave, we would prefer tax neutrality for investors,
without the need for complicated tax planning.
Outlook for 2023
As we predicted, 2022 was the last year of DRPS decline
for Wereldhave. From 2023, we will enter a new phase of
sustained DRPS growth, driven by our delivered Full Service
Centers, further cost reductions and indexation. We have
already started to increase dividends for shareholders, and
this will continue.
Even so, market conditions are not straightforward.
The aftermath of Covid-19 and the war in Ukraine will have
a lasting effect, most of all on prices for energy and raw
materials. As a result, we are taking a cautious approach to
new spending commitments, particularly given the recent rise
in interest rates. Fortunately, most costs have been locked in
for the five Full Service Center projects already underway,
and our business plans for the next twelve months do not
include any contractual commitments for new projects. If no
material adverse changes will occur during this year, we
expect to increase our DRPS by 4-6% in 2023, as planned.
Lastly, on a personal note, I would like to express my
gratitude to our former Supervisory Board Chair, Adriaan
Nühn, who retired last December. Adriaan helped guide
Wereldhave through a difficult transformation during his
five-and-a-half years in the position. I look forward to
working with his successor, Françoise Dechesne, as we
continue to execute our LifeCentral strategy.
Matthijs Storm,
CEO
Schiphol, 10 March 2023
Scan this QR-code to watch our
Wereldhave - Full-year results 2022
highlights video.
Annual Report 2022
Wereldhave N.V.
5
Wereldhave in 2022 Our strategy Our performance and outlook Governance Additional information
Financial statements
Introduction
Our business
Wereldhave owns and operates commercial centers across the Netherlands, Belgium and France.
We are currently transforming these into Full Service Centers, one-stop locations for groceries,
shopping, leisure, relaxation, sports, health, work and other daily needs.
Our portfolio
We own 22 centers in total, with more than 600,000 m
2
devoted to shopping, retail and other services. We also
have just over 60,000 m
2
in office space. Our aim is
to become the leader in Full Service Centers in the
Netherlands and Belgium.
Our centers occupy prime sites in larger regional cities,
including Tilburg, Arnhem, Hoofddorp, Nieuwegein and
Dordrecht in the Netherlands and Liège, Courtrai and Ghent
in Belgium. Our two remaining centers in France are in
Bordeaux and Paris. We are currently in the process of
divesting our French business. In 2022, our centers in the
Netherlands, Belgium and France welcomed 84 million
visitors.
When investing, we choose centers with strong ties to local
communities, that are well-connected, with good public
transport links, support from local government and where
we can offer free parking for visitors. At the end of 2022,
our investments in commercial centers across the
Netherlands, Belgium and France were worth € 1.9 billion.
44%
47%
9%
Breakdown of portfolio by location
Total value of portfolio (end-2022):
Netherlands
Belgium
France
€ 2.0 billion
“Daily life” currently accounts for 62% of our floor space –
this includes food, F&B, homeware & household, health &
beauty, sports, leisure and fitness. Our commercial
centers are usually anchored around supermarkets or
hypermarkets. Among our tenants are some of the best-
known names in European retail, including Ahold Delhaize,
Jumbo, C&A, A.S. Watson Group, and Carrefour.
Fresh cluster every.deli in de Koperwiek, Capelle aan den IJssel (NL)
Annual Report 2022
Wereldhave N.V.
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Our strategy Our performance and outlook Governance Additional information
Financial statements
Introduction Wereldhave in 2022
Our business
Our approach to business
We take a long-term approach to business. Our aim is to
create value for our stakeholders: for our tenants, business
partners, employees and communities, as well as the
people who visit our centers. We also look to provide
attractive returns for our shareholders, by constantly
maintaining, improving and modernizing our centers to
attract visitors. Typically, our centers have between 20,000
and 50,000 m
2
in lettable space – our largest centers
are Cityplaza in Nieuwegein and Kronenburg in Arnhem.
See page 86 for a full list of our locations
1
.
Our purpose
Our purpose as a company is to facilitate “better everyday
life, better business” for visitors and for our partners. For us,
that means meeting the daily needs of the people who
come to our centers. That may involve picking up groceries,
buying new clothes, going to a gym, or meeting up with
friends and family. Our centers go beyond retail – they are
rooted in local communities, which is why we also put
importance on protecting the environment and supporting
social initiatives.
1 At the end of 2022, the average size of our centers was 27,800 m
2
.
(% of annual rental income, end 2022)
15
12
9
9
5
12
27
7
3
1
Tenant mix by sector
*This includes sports, fitness, personal care, healthcare, leisure and community.
Daily Life:
Other*
Food
Health & beauty
F&B
Homeware & household
Fashion (discount)
Non-daily Life:
Fashion (mainstream)
Shoes
Multimedia & electronics
Others
Total
daily life:
62%
Annual Report 2022
Wereldhave N.V.
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Our strategy Our performance and outlook Governance Additional information
Financial statements
Introduction Wereldhave in 2022
1. Investment
2. Location
4. Returns
3. Rent
1. We invest in commercial centers
(Full Service Centers, centers in
transformation, shopping centers,
retail parks) and office space, mainly
in the Netherlands and Belgium.
2. We make sure we have the right
locations to attract tenants and the
right mix of shops, mixed-use
tenants and services to bring
visitors into our centers.
3. We transform our centers into Full
Service Centers, combining shopping
with F&B, leisure & entertainment,
fitness and healthcare.
4. We expect our centers to
generate a minimum rate of return
– and will divest centers that fail to
meet this rate. From our profits, we
work to provide attractive dividends
to our shareholders.
Annual Report 2022
Wereldhave N.V.
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Our strategy Our performance and outlook Governance Additional information
Financial statements
Introduction Wereldhave in 2022
Belgium
• Tournai (Les Bastions
Retailpark, Les Bastions
Shopping)
• Genk (Shopping 1,
Stadsplein)
• Bruges Retailpark (Bruges)
• Ghent (Overpoort)
• Courtrai (Ring Kortrijk)
• Liège (Belle-Île)
• Nivelles (Nivelles Shopping)
• Waterloo (Waterloo)
• Turnhout
• Antwerp (The Sage)
• Vilvoorde (The Sage)
9
22 2
Commercial centers
Office locations
Commercial center surface owned
612,000m
2
France
• Argenteuil (Côté Seine)
• Bordeaux (Mériadeck)
2
Netherlands
• Arnhem (Kronenburg,
Presikhaaf)
• Capelle aan den IJssel
(De Koperwiek)
• Dordrecht (Sterrenburg)
• Purmerend (Eggert)
• Roosendaal (Roselaar)
• Tilburg (City Center
Tilburg)
• Heerhugowaard
(Middenwaard)
• Hoofddorp (Vier Meren)
• Leiderdorp (Winkelhof)
• Nieuwegein (Cityplaza)
11
Annual Report 2022
Wereldhave N.V.
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Our strategy Our performance and outlook Governance Additional information
Financial statements
Introduction Wereldhave in 2022
Q3Q1
Q2
2022 in Review
First quarter
• Visitor numbers show a significant year-on-year
increase thanks to the ending of Covid-19 restrictions.
• Basic-Fit signs a lease for a new gym at our Cityplaza
center in Nieuwegein.
• Two new the point service hubs are opened at
our Kronenburg and Presikhaaf centers in Arnhem.
• The launch of the “Be Your Selfie Tour” Instagram
experience at Cityplaza proves a big success.
• New leases are signed for 3,900 m
2
of office space
at our "The Sage" office park in Antwerp.
• Work starts on our new Full Service Center Vier Meren
in Hoofddorp, with the first shop opening in April.
• Ikea signs a lease for a new city-center store at our
Mériadeck location in Bordeaux – the first Ikea store
in our portfolio.
Third quarter
• An agreement is signed with Bestseller for the opening
of four new stores at our Vier Meren, Eggert, Cityplaza
and Emmapassage locations. Leases are also extended
on four other stores.
• Wereldhave agrees new unsecured credit facilities with
its banks in the Netherlands and Belgium, worth € 355m
– the facilities will run up to the end of 2027.
• The design concept is complete for a new eat&meet at
our De Koperwiek center in Capelle aan den IJssel –
the food court is due to open in early 2023.
• Our new public seating and green concept proved
successful at De Koperwiek – it will now be introduced
at two other locations, Shopping Nivelles and Cityplaza,
in the fourth quarter.
• A new Normal store is secured for Mériadeck in
Bordeaux, the opening of which will coincide with that
of the F&B project.
Second quarter
• New leases are agreed for our Emmapassage and
Frederikstraat locations in Tilburg, including Søstrene
Grene, Nelson and Bam!
• Our healthcare cluster at Presikhaaf is now almost
fully let after Sanquin announces plans to open
a new blood bank at the center.
• Work begins as planned on the F&B cluster at
Mériadeck in Bordeaux, due for completion by
the end of the first quarter of 2023.
• A nine-year contract with Basic-Fit is agreed for
Côté Seine, Argenteuil.
• A new outdoor play&relax area is opened at
Les Bastions in Tournai, providing families with
a place to spend time with their children.
• Our new eat&meet food court is launched at
Shopping 1 in Genk – the first eat&meet opens
its doors to the public in July.
Annual Report 2022
Wereldhave N.V.
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Our strategy Our performance and outlook Governance Additional information
Financial statements
Introduction Wereldhave in 2022
2022 in Review
Q4
Fourth quarter
• The occupancy rate of commercial centers reaches 96.8%,
the highest level since 2014.
• Our Sterrenburg center in Dordrecht is disconnected from
the general gas network and connected to a local heating
network, which is less CO
2
intensive.
• Three new Full Service Centers are delivered on budget:
City Center in Tilburg, Sterrenburg in Dordrecht and Ring
Shopping in Courtrai.
• The grand opening of City-Center Tilburg takes place in
November – it is one of the Netherlands’ largest recent
inner-city rebuilding projects.
• A new Basic-Fit location is secured for our Sterrenburg
center. Meanwhile, our new every.deli fresh food cluster
opens at Cityplaza in Nieuwegein.
• For the ninth straight year, Wereldhave receives a five-star
rating from GRESB. The Company also secures an
‘A’ score from CDP for its performance on climate change.
• In mid-December, Françoise Dechesne takes over as
Supervisory Board Chair, succeeding Adriaan Nühn, who
steps down after more than five years in the position.
Key performance indicators
Operations shopping centers
2021 2022
Like-for-like NRI growth (in %) 6.0 9.1
Occupancy (in %) 96.2 96.8
Visitors, like-for-like (in millions) 72.4 84.1
Leasing activities (# leases) 188 265
Proportion of mixed-use Benelux (in m
2
) 10.8% 13.2%
Customer satisfaction Benelux (NPS) 25 24
Results & finance
2021 2022
Net rental income (in €m) 124.7 115.2
Direct result (in €m) 88.5 79.8
Indirect result (in €m) -301.8 -3.8
Total result (in €m) -213.3 76.0
Direct result per share (in €) 1.88 1.63
EPRA Net Tangible Assets (NTA) per share (in €) 21.54 21.73
Dividend paid per share (in €) 0.50 1.10
Investment property (in €m) 1,939 2,000
Shareholders’ equity (in €m) 867 886
Net debt (in €m) 788 842
Net Loan-To-Value (LTV) (in %) 41.0 42.4
Outlook 2023
Direct result per share between € 1.65 and € 1.75
Sustainability
2021 2022
Building energy intensity (kWh/m
2
/year, retail) 50.6 45.5
Solar energy produced onsite (MWh, like for like) 3,549 4,642
Green spaces (m
2
) 25,515 37,115
Employee engagement 7.5 7.6
% Green lease 58% 62%
Society investments (x € 1m) 2 2
Annual Report 2022
Wereldhave N.V.
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Our strategy Our performance and outlook Governance Additional information
Financial statements
Introduction Wereldhave in 2022
Our business environment
During 2022, economies continued their recovery from the Covid-19 crisis, but growth slowed as inflation rose sharply in the wake of
the war in Ukraine. Visitor numbers returned to close to pre-pandemic levels. Leasing demand, meanwhile, remained remarkably strong,
with leasing spreads in the Netherlands rising for the first time in six years.
Economic conditions
Economies continued their rebound from the Covid-19
pandemic. The Netherlands, Belgium and France all posted
strong growth rates for 2022. Conditions worsened,
however, following Russia’s invasion of Ukraine in February,
which led to a sharp rise in inflation and an increase in
interest rates.
In the Netherlands, the economy remained well protected,
with low levels of consumer debt and government support
for those on lower incomes. Tight mortgage lending rules
also shielded many borrowers from the effects of higher
interest rates. In Belgium, the slowdown was more
pronounced, with weakening international trade.
Corporate bankruptcies started to rise in the second
half of 2022. Higher prices also put a squeeze on
consumer spending. Unemployment remained low,
with most economies in Europe experiencing serious
labor and skills shortages.
For Wereldhave, higher inflation meant an increase in
construction costs, though most costs associated with our
current projects – approximately 42% – are fixed through
2023. There was no impact on our Full Service Center
transformation program from higher costs – we successfully
completed three new Full Service Centers during the year,
all within budget.
Our rents are indexed against inflation. Consequently,
higher prices brought an increase in our Net Rental Income.
We are acutely aware, however, that, going into 2023,
some tenants will find it increasingly difficult to pass on
cost increases to their customers. In recent years, we
have increased the proportion of “daily life” tenants in
our centers – from sectors such as food, health & beauty,
and homeware & household, less exposed to fluctuations
in the wider economy.
Rising inflation in the Netherlands and Belgium
(annual rate of consumer price inflation)
(in %)
January December
24 February
Russia invades Ukraine
Netherlands
Belgium
Annual Report 2022
Wereldhave N.V.
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Our strategy Our performance and outlook Governance Additional information
Financial statements
Introduction Wereldhave in 2022
Our business environment
Operating conditions
With Covid-19 restrictions lifted, visitors returned to shopping
centers. Footfall increased significantly compared with
2021, though in most markets visitor numbers are still
somewhat behind pre-pandemic levels.
Online shopping continued to grow, with the industry
increasingly moving to a hybrid model, combining online
sales with bricks-and-mortar outlets. Growth is slowest in
more mature markets, including the Netherlands, which
have already absorbed significant growth in e-commerce.
Across the industry, centers have started to reposition
themselves, adding more convenience shopping,
healthcare and leisure – similar to Wereldhave’s own
Full Service Center program, launched in 2020.
Leasing rates continued to show signs of improvement.
At our Dutch centers, leasing spreads – the difference
between current and previous rates – rose for the first time
in six years. Already in 2021, valuations had stabilized; in
2022, that trend continued with higher rates in both the
Netherlands and Belgium. Investors remained cautious,
however, given current economic uncertainties and rising
interest rates, which made financing more expensive.
Social attitudes and climate
Since the pandemic, people are shopping, working and
socializing more locally, especially with many no longer
commuting every day to offices in larger cities. More visitors
are coming into centers for “experiences” rather than simply
to buy products.
At the same time, the public, governments and regulators
continued to focus on companies’ social and environmental
performance. Long-term energy security, in particular,
became an area of concern following the war in Ukraine.
Our centers must also reflect demographic change:
populations are getting older, more people are living
in single-person households, 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 diversity & inclusion.
Note on material topics
We carry out a regular assessment of our business
environment to identify material topics – i.e., those topics
where we believe we have most potential to create value
for our stakeholders. Our last materiality assessment,
carried out in 2021, identified the following five topics as
the “most material” (in management’s view, these topics
remained valid for 2022):
1. Financial performance
2. Strong balance sheet
3. Regulatory compliance
4. Tenant mix
5. Health & well-being
Growth in household spending slows in
the Netherlands before recovery in December
(% year-on-year change)
20 21 2022
Impact of Covid-19 lockdowns Source: Statistics Netherlands
-15
-10
-5
0
5
10
15
20
Belgian consumer confidence
dented by Ukraine war
(% year-on-year change)
20 21 2022
Russian invasion of Ukraine
Source: National Bank of Belgium
-30
-25
-20
-15
-10
-5
0
5
10
See page 85 for more information on our latest materiality
assessment and matrix.
Annual Report 2022
Wereldhave N.V.
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Our strategy Our performance and outlook Governance Additional information
Financial statements
Introduction Wereldhave in 2022
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In 2021, we opened the first two Full Service Centers – at Presikhaaf in Arnhem and Les Bastions
in Tournai. During the past year, we added three more – in Tilburg, Dordrecht and Courtrai. We also
started construction work on a fourth – at Vier Meren in Hoofddorp.
1 Over the past year, we have developed a scorecard to assess whether our locations qualify as Full Service Centers. See page 39 for further details.
These centers offer a new concept in retail real estate – a
mix of convenience shopping, with bars and restaurants,
healthcare, gyms and cinemas. By 2025, we expect at least
20% of our centers’ floorspace to be occupied by “mixed-
use” rather than traditional shopping.
In the years ahead, we will deliver more Full Service
Centers. In 2023, we expect to finish work on Vier Meren
and de Koperwiek as well as two other locations. Ultimately,
our plan is to convert 15 of our 17 traditional shopping
centers into Full Service Centers by 2025.
Upcoming Full Service Center realizations
Location Lettable area 2022 2023 2024
Vier Meren, Hoofddorp
(The Netherlands) 32,085 m
2
De Koperwiek, Capelle
aan den IJssel
(The Netherlands) 31,101 m
2
Eggert, Purmerend
(The Netherlands) 20,446 m
2
Shopping 1, Genk
(Belgium) 21,876 m
2
Kronenburg, Arnhem
(The Netherlands) 41,091 m
2
(phase 1 only)
As part of LifeCentral, we are bringing new services into our
centers. We are creating dedicated healthcare and F&B
“clusters” to attract more visitors and extending the point –
our service hub concept – to new locations. Our blueprints
also include Paris-proof measures to limit our impact on
climate change. These new services are a crucial part of
LifeCentral, ensuring our centers become attractive places
for people to visit, relax, shop and socialize with friends
and family.
1
Our LifeCentral strategy
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Wereldhave in 2022 Our performance and outlook Governance Additional information
Financial statements
Introduction Our strategy
Our LifeCentral strategy
Meeting consumer needs
At our Full Service Centers, consumers should find
all their daily needs under one roof. These needs,
we believe, fall into four main categories:
1. Shopping for groceries and other essentials
(fixing the basics)
2. Looking good and making the right impression –
through fashion, home decoration and health &
beauty
3. Enjoying life – being able to spend time with
friends and family in bars, restaurants and
cinemas etc.
4. Well-being – looking after your health and well-
being through healthcare, fitness, and personal
development
1 The amount includes €275m in the Netherlands and €80m through Wereldhave Belgium. Following refinancing, our loan book will be fully unsecured. See page 26 for more information.
Financing and capital expenditure
When launching our strategy, we said we would invest
approximately € 350m in LifeCentral. Meanwhile, given the
current macroeconomic circumstances and price levels of
raw materials and labor, we reduced the program to € 291m
by excluding extensions. Of this, we have already spent
€ 138m. Another € 47m is committed to current projects.
To date, we have been able to complete all our Full Service
Centers on budget, despite rising construction costs.
Work usually takes place in controlled phases, so we can
reassess progress and make adjustments to financing or
building plans, where necessary.
Of the total program, the table below shows our current,
committed LifeCentral projects:
Transformations (In €m)
Total
investment
Actual costs
to date
Estimated
capex 2023
Estimated
capex after
2023
Unlevered
IRR Pre-let rate Completion
Vier Meren 31 13 15 - 9% 76% 2023
De Koperwiek 16 5 11 - 7% 43% 2023
Kronenburg 15 1 4 10 7% 85% 2024
Other FSC transformations 13 6 5 2 >7% n.a. 2023 & 2024
Committed total 75 25 35 12
We also apply a strict minimum rate of return for new
investments. In 2022, we increased this minimum rate to 7%
(unlevered). All but one of the centers in our core portfolio
meet the rate.
During the year, we further strengthened our financial position,
refinancing a total of € 355m in unsecured credit facilities in
the Netherlands and Belgium
1
, pushing maturities out up to
the fourth quarter of 2027. Due to our strong financial position,
we are under no pressure to sell our two remaining centers in
France – at Bordeaux and Argenteuil (Paris).
Adding residential property
to our centers
Alongside our strategy, we see an opportunity to
develop 1,600-2,100 new residential properties at
ten of our locations in the Netherlands and Belgium.
Both the Netherlands and Belgium face severe
housing shortages. Residential would also make a
good fit with our Full Service Center concept. Over
the past year, we have started to secure zoning
permits. Currently, we have letters of intent signed
for four centers: Kronenburg in Arnhem, Winkelhof in
Leiderdorp, and Nivelles and Waterloo in Belgium.
We also sold ground rights for 150 units in Tilburg
and started research into a possible 100-150 units at
De Koperwiek in Capelle aan den IJssel. We expect
one-off gains from these projects from 2023 onward
to amount € 1.60-1.85 per share.
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Wereldhave in 2022 Our performance and outlook Governance Additional information
Financial statements
Introduction Our strategy
Adding residential property to
our centers
Alongside our strategy, we see an opportunity to
develop 1,600-2,100 new residential properties at ten
of our locations in the Netherlands and Belgium. Both
the Netherlands and Belgium face severe housing
shortages. Residential would also make a good fit with
our Full Service Center concept. Over the past year,
we have started to secure zoning permits. Currently,
we have letters of intent signed for four centers:
Kronenburg in Arnhem, Winkelhof in Leiderdorp, and
Nivelles and Waterloo in Belgium. We also sold ground
rights for 150 units in Tilburg and started research into
a possible 100-150 units at De Koperwiek in Capelle
aan den IJssel. Expected gains from these projects
from 2023 onward amount to € 68m.
Successful start of our Full
Service Center Presikhaaf
Our first Full Service Center, Presikhaaf in Arnhem was
delivered at the end of 2021. Since transformation to a
Full Service Center, visitor numbers at Presikhaaf have
increased by nearly 44%. The center has all the
features of a successful Full Service Center:
•
It has four supermarkets and an every.deli fresh
cluster with a butcher, fishmonger, greengrocer
and cheesemonger
•
The center boasts a dedicated healthcare cluster,
with a dentist, dietician, laser clinic, pharmacy and
blood bank
•
Its Basic-Fit gym is open 24/7; there is also a the
point service hub and a play&relax area for
children. Presikhaaf Connect, meanwhile,
provides home delivery
To transform Presikhaaf, we took out approximately 4,000 m
2
of traditional retail, redeveloped the façade and floors,
and improved routing within the center. Just over a fifth of
Presikhaaf is now occupied by mixed-use retailers, including
F&B, healthcare and fitness.
Since 2021, the center has outperformed on all key Full
Service Center metrics. Presikhaaf delivered a total return
of 11%, well above our target of 7%. At the same time, the
center’s valuation has risen, as have its occupancy rates.
We have also seen a significant turnaround in customer
satisfaction. Figures for Les Bastions, our second Full
Service Center in Tournai, show a similar outperformance –
a clear vindication of our LifeCentral strategy.
Full Service Center Presikhaaf in Arnhem (NL) delivers on all LifeCentral KPIs
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Wereldhave in 2022 Our performance and outlook Governance Additional information
Financial statements
Introduction Our strategy
Presikhaaf Full Service Center metrics development
Total return
2022 Target
11.2%
7%
Net Promoter Score
2022 Prior to conversion
+9
-33
Footfall (visitors per year)
2022 Prior to conversion
4.7m
3.2m
Occupancy
2022 Target
96%
79%
Gross Rental Income
2022 Prior to conversion
€ 4.6m
€ 3.6m
Mixed use %
2022 Prior to conversion
21%
4%
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Introduction Our strategy
Opportunities
1 We had originally predicted a low point for our DRPS in 2022 of €1.40-1.45.
2 Since the start of our LifeCentral strategy, we have seen encouraging yield compression across our centers: Vier Meren, Hoofddorp (63 points), Sterrenburg, Dordrecht (41 points), Ring Shopping, Courtrai (11 points), Eggert (15 points), Presikhaaf, Arnhem (22 points), Kronenburg, Arnhem
(13 points), Belle-Île, Liège (15 points).
Create attractive centers
with the right mix of shops
and services
During 2022, we delivered three new Full Service Centers – two in the
Netherlands, one in Belgium. Results from our first Full Service Centers
Presikhaaf in Arnhem and Les Bastions in Tournai show significant
outperformance against all main metrics, including customer satisfaction.
See page 30.
Increase profits and
improve returns for
shareholders
Our direct result per share (DRPS) bottomed out in 2022 at € 1.63, higher
than expected due mainly to strong leasing demand and indexation.
1
From 2023-2027, we expect a CAGR of 4-6% of our DRPS if no material
adverse changes occur.
See page 51.
Reduce reliance on more
volatile sectors like
fashion and shoes
In recent years, we have managed to increase mixed-use within our centers.
In 2022, mixed-use accounted for just over 13%, putting us on course to
reach our 2025 target of 20%.
See page 38.
Improve market valuations
for leading locations
Since the start of our strategy, we have seen lower yields for locations either
under development or already converted to Full Service Centers, reflecting
appraisers’ increased confidence in our assets.
2
See page 25.
Strengthen ties with local
communities and reduce
impact on climate and the
environment
We have now completed Paris-proof roadmaps for all our centers in the
Netherlands and we are finalizing these roadmaps for all shopping centers
in Belgium. We are also continuing our support for community initiatives
and the local environment through our A Better Tomorrow ESG strategy.
See page 44.
Opportunities and risks
We understand that our LifeCentral strategy – and the clear choices we have made – involve both opportunities and risks.
We take action to manage these and ensure we continue to create long-term value for stakeholders:
Risks:
Failure to attract the right
tenants to our centers
Leasing activity proved stronger than expected during 2022, despite
economic concerns. Thanks to strong demand, we have been able to attract
new tenants to our centers from mixed-use sectors, such as F&B, fitness
and healthcare.
See page 38.
Economic slowdown,
putting squeeze on
consumer spending
Figures show the growth in consumer spending slowing. So far, we have seen
little or no impact on tenant sales in our commercial centers, though it may
begin to affect the retail sector going into 2023 as living costs increase.
See page 14.
Rising interest rates
leading to higher
financing costs
Higher interest rates will mean an increase in financing costs, though this
will be offset, to some degree, by higher rental income from indexation.
See page 51.
Increased construction
costs from price inflation,
leading to possible delays
or overruns
Most of our construction costs are fixed through to the end of 2023. All
construction projects were delivered in 2022 within budget and most on time.
See page 14.
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Financial statements
Introduction Our strategy
Value creation
Our approach to value creation
Through our business activities, we create value for our
stakeholders and for society as a whole. This value is often
financial – we pay dividends to shareholders, for example,
and make regular payments to suppliers, employees
and other business partners. It may also be social or
environmental: our centers provide thousands of jobs,
access to shops, restaurants and services and act as
a social hub for local communities.
At the same time, we are aware that there are trade-offs to
be made. Our business activities may also deplete value –
our centers consume energy and other resources,
particularly during construction work. And, through our
tenants, we are part of wider value chains, producing and
selling clothes, cosmetics, furniture and other consumer
goods, which may cause social or environmental harm.
Through our strategy and approach, we look to minimize
these adverse impacts – by reducing our energy use,
managing waste, and upholding strict standards for
suppliers and other business partners.
Our stakeholders
We define our stakeholders as: individuals or organizations
who may affect our business, strategy and performance
or who, in turn, may be affected by the decisions we take
as a company. Using this definition, we recognize four main
stakeholder groups:
•
Tenants and visitors
•
Investors (including both shareholders and creditors)
•
Business partners, suppliers and employees
•
Society and community
Our aim is to maximize the value we create for these
groups. We realize that, ultimately, our social license
to operate depends on creating long-term value for our
stakeholders. On the following page, we have set out
our value creation model – this model is based on the
Integrated Reporting Framework. From left to right, it
shows the resources we need to operate our business,
our business model and outcomes for our stakeholders
– i.e., the value created or lost for each stakeholder
group during the past year.
Full Service Center Les Bastions in Tournai (BE) welcomed 4.2 million visitors in 2022
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Wereldhave in 2022 Our performance and outlook Governance Additional information
Financial statements
Introduction Our strategy
Value creation
Investment
Location
Returns
Rent
Our
business
model
Our value creation model
Tenants & visitors
Customer experience numbers remained more or less
unchanged compared with the previous year (though much
higher than prior to 2021). During 2022, we were able to deliver
three more Full Service Centers and further expanded lettable
area devoted to mixed-use.
Investors
In 2022, our financial performance again improved. We
proposed an increase in dividends for shareholders and
reported a better-than-expected direct result per share.
Business partners, suppliers and employees
Payments to suppliers and sub-contractors increased during
2022 - a reflection of Investments made In our assets. Salaries
and benefits reduced following the disposal of France and
continued cost-cutting measures. We took a cautious approach
to new capital expenditure, proceeding step-by-step to minimize
price risks.
Society and community
During 2022, we further reduced emissions and waste as part
of our A Better Tomorrow program. We continued to design
Paris-Proofing in blueprints for our Full Service Centers, and
support social initiatives.
Resources Value created
Financial resources
Including equity and debt financing, rents and other forms of income.
Our locations
Including commercial centers and offices in the Netherlands,
Belgium and France.
Internal processes and 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 contractors.
Business relationships
Including relationships with tenants, visitors, business partners,
governments and local communities.
Use of natural resources
Including energy, water and building materials needed to cool, heat
and maintain our centers.
Gross Rental income € 141m
Net debt: € 842m
Shareholders’ equity: € 886m
Total lettable area: 674,400 m
2
Value of portfolio: € 2,000m
Total capex € 64m
New lease processed: 281
Number of centers using
Flow by Wereldhave: 20
General expenses: € 17m
Training & development spend
€ 0.2m
Total number of employees
(FTE) 118
Total number of leases: 1,684
Total number of visitors: 84m
Number of suppliers and
contractors: 1,500
Energy consumption:
42,648 MWh
Total water use: 147,877 m
3
Customer Experience (NPS): +24
(vs. +25)
1
Lettable area devoted to mixed use:
13.2% (vs. 10.8%)
Shopping centers meeting our Full
Service Center criteria: 5 (vs. 2)
Total dividend payments: € 54m
(vs. €28m)
Direct result: € 80m (vs. € 88m)
Indirect result: € -4m (vs. € -302m)
Payments made to supplier and other
sub-contractors: € 126m (vs. € 113m)
Salaries, pension and other benefits
paid to employees: € 15m (vs. € 23m)
Carbon emissions (scope 1 and 2)
like-for-like: 2,443 tons (vs. 3,641 tons)
Waste going to landfill: 53 metric tons
(vs. 482 tons)
Contributions to social initiatives: € 2m
(vs. € 2m)
NPS - Net Promoter Score. Please note NPS covers centers in the Netherlands and Belgium only. See page 40 for further details.
Note: All figures above relate to . Where relevant, comparable figures are provided in parentheses (to show value created or lost during the year). Tons refers to metric tons.
Resources on the left are based on the Integrated Reporting Framework’s six capitals (financial, manufactured, intellectual, human, social & relationship and natural). The right side of the model shows value created by stakeholder group.
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Wereldhave in 2022 Our performance and outlook Governance Additional information
Financial statements
Introduction Our strategy
Our value creation model
Financial performance & investors
Direct & Indirect result
Key developments in our markets
- Netherlands
- Belgium
- France
Tenants and visitors
Business partners, suppliers and employees
Society & community
Carbon flow analysis
Outlook
Our performance and outlook
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Introduction Our performance and outlook
Our performance and outlook
Our financial performance
Total result
Wereldhave’s total result for 2022 is € 76.0m (2021:
€ -213.3m). The negative total result in 2021 was mainly
due to a loss on disposals, which was captured in the
Indirect result. In 2022 there were no significant disposals
whereas the revaluation result of our properties was limited
to € -4.1m.
The other component of total result, direct result, was
strong, but lower than in 2021 due to the disposals in 2021.
Direct result
(in €m) 2021 2022
Net rental income 124.7 115.2
General costs -11.3 -11.7
Net interest -24.8 -23.5
Taxes on result -0.1 -0.2
Total direct result 88.5 79.8
Wereldhave’s direct result for 2022 totaled € 79.8m,
representing a direct result per share (DRPS) of € 1.63.
Gross rental income amounted to € 140.9m, down from
€ 161.8m in 2021, mainly because of disposals in France in
2021. Excluding this disposal effect, our DRPS increased by
13%. Property expenses decreased from € 31.3m to € 18.5m,
as a result of these disposals and lower provisions for both
Covid-19 agreements with tenants and doubtful debt.
Disposals also resulted in a decrease in net rental income
for 2022 to € 115.2m, compared with € 124.7m in 2021.
General costs amounted to € 11.7m, slightly up from € 11.3m
in 2021. This was driven mainly by the indexation of wages
and the effect of high inflation on recurring costs. Cost
awareness remains a priority for management. The move
to a new headquarters, scheduled for mid-2023, will save
additional expenses. Despite high indexation for 2023
(for example mandatory 11% wages indexation in Belgium)
Wereldhave targets general costs to reduce to € 10.9m in
2023.
Net interest expense declined to € 23.5m from € 24.8m in
2021 as a result of lower net debt following the disposals
made last year. The decline came despite an increase in
interest rates.
Indirect result
(in €m) 2021 2022
Valuation result -65.9 -4.1
Result on disposal -228.4 -4.5
General costs -7.6 -5.6
Other income and expense -1.4 10.4
Taxes 1.5 -
Total indirect result -301.8 -3.8
Our indirect result for 2022 amounted to € -3.8m, including
revaluations in our property portfolio of € -4.1m. The indirect
result also includes settlements related to the disposal of
French centers and costs associated with an aborted M&A
transaction. Other financial income and expense consist
mainly of fair value changes on derivatives.
At 31 December 2022, our EPRA net tangible assets (NTA)
stood at € 21.73 per share, an increase of 0.9% compared
with previous year. Our NTA benefited from our positive
results, offset by dividend payments to shareholders of
€ 1.10 per share. Our total return for 2022 came in at € 1.29
per share.
The revaluation result of our properties of € -4.1m
(equivalent to -0.2% of the portfolio’s total like-for-like value),
was primarily due to increasing yields, offset by an increase
in the passing rent component of valuations. By the end of
2022, our portfolio’s average EPRA Net Initial Yield (NIY)
stood at 6.4%. We saw continuing yield compression during
the year for our first Full Service Centers.
Capital & financing
Wereldhave’s disciplined capital allocation framework is
focused on maintaining a strong balance sheet, delivering
outperforming long-term value growth for shareholders
through its investments, and returning appropriate
dividends to shareholders. The company keeps targeting
an LTV ratio of 35-40%.
Financial performance & investors
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Financial statements
Introduction Our performance and outlook
Financial performance & investors
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, partly to dividends.
Current debt position
At 31 December 2022, interest-bearing debt totaled
€ 856.8m, which together with a cash balance of € 14.4m
resulted in a net debt position of € 842.4m. Undrawn
borrowing capacity amounted to € 266m. Our net loan-to-
value (LTV) ratio stood at 42.4% (compared with 41.0% at
year-end 2021). Wereldhave’s gross LTV stood at 43.1%
at the end of the year (2021: 45.7%), well below our bank
covenant limit of 60%.
Debt position as at 31 December
(in €m unless otherwise stated) 2021 2022
Interest-bearing debt 814.9 856.8
Cash position 26.8 14.4
Net debt 788.1 842.4
Undrawn borrowing capacity 525.0 266.0
Net Loan-to-Value in % 41.0% 42.4%
Financing & credit facilities
During the year, we refinanced the following credit facilities,
significantly improving our debt maturity profile:
•
In July, Wereldhave Belgium reached agreement with
Belfius Bank NV to refinance a € 30m term loan and
a € 50m revolving credit facility (RCF) for an average
term of four years. Both facilities were originally due
to mature in 2023.
•
We refinanced a Syndicated Revolving Credit Facility
(RCF) with a new five-year € 225m sustainability-linked
RCF, maturing in Q4 2027.
•
Our Green RCF with ABN AMRO Bank, originally
maturing in Q3 2024, was refinanced with a new
unsecured € 50m RCF, maturing in Q4 2027.
With this last transaction, our assets are again fully
unencumbered.
Equity & net asset value
At 31 December 2022, shareholders’ equity – including non-
controlling interests – amounted to € 1,123.2m (€ 1,095.5m
at 31 December 2021). The number of outstanding shares
remained unchanged at 40,270,921 ordinary shares. A total
of 223,781 treasury shares are held by the Company.
Dividend payment to investors
Wereldhave will propose to the Company’s Annual General
Meeting a dividend for 2022 of € 1.16 per share, an increase
of 5.5% compared to previous year.
Payment of annual dividends
2022 proposed2018 2019 2020 2021
(€ /share)
2.52
1.89
0.50
1.10
1.16
Charts shows dividends for each financial year. Please note that, in 2020, because of the
outbreak 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 May 2021.
Share price performance
During 2022, our share price decreased by 2.5%. Total
shareholder return for the year – including the € 1.10 per
share dividend – came to 6.1%.
By comparison, our benchmark – the FTSE EPRA Nareit
Developed Europe Index – declined 37% during 2022.
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Wereldhave in 2022 Our strategy Governance Additional information
Financial statements
Introduction Our performance and outlook
Communications with investors
We value the trust investors put in us – we have an open
and transparent process of capital allocation. With the lifting
of Covid-19 restrictions in 2022, we were able to resume
face-to-face meetings with investors, in addition to online
sessions. During the year, we held more than 40 meetings
with investors and analysts in one-to-one and group
meeting format, targeting equity and US Private Placement
investors. We hosted webcasts following the publication of
our full-year and half-year results and also spoke at industry
conferences to present our financial results and strategy.
During 2022, the Dutch government announced plans to
abolish the country’s real estate investment trust (REIT)
regime in 2025. We estimate that these plans, in a worst-
case scenario, will cost us around € 3-4m in earnings.
The decision may also open up new business opportunities
(see also page 27).
Visitors enjoy the new every.deli fresh cluster in Full Service Center Sterrenburg, Dordrecht (NL)
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Financial statements
Introduction Our performance and outlook
Direct & Indirect result
2022 2021
(in € 1,000) direct result indirect result direct result indirect result
Gross rental income 140,921 - 161,840 -
Service costs charged 21,745 - 28,931 -
Total revenues 162,666 - 190,771 -
Service costs paid -29,000 - -34,772 -
Property expenses -18,498 - -31,329 -
Total expenses -47,498 - -66,101 -
Net rental income 115,168 - 124,669 -
Valuation results - -4,067 - -65,880
Results on disposals - -4,517 - -228,439
General costs -11,740 -5,630 -11,298 -7,590
Other income and expense 19 -3,389 6 -214
Operational result 103,447 -17,603 113,377 -302,123
Interest charges -23,555 - -24,763 -
Interest income 45 - 13 -
Net interest -23,510 - -24,749 -
Other financial income and expense - 13,807 - -1,133
Result before tax 79,937 -3,796 88,628 -303,256
Income tax -179 45 -147 1,483
Result 79,757 -3,750 88,481 -301,772
Profit attributable to:
Shareholders 65,186 -7,922 75,332 -301,582
Non-controlling interest 14,571 4,171 13,149 -190
Result 79,757 -3,750 88,481 -301,772
Basic earnings per share (€) 1.63 - 0.20 1.88 - 7.52
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Wereldhave in 2022 Our strategy Governance Additional information
Financial statements
Introduction Our performance and outlook
Direct & Indirect result
Market overview
In 2022, visitor numbers returned almost to pre-pandemic
levels, with the final lifting of Covid-19 restrictions. Demand
among tenants remained strong, despite concerns over
consumer confidence, due to the war in Ukraine. New
leases came in at above market average prices; in the
Netherlands, leasing spreads rose for the first time in six
years. Meanwhile, occupancy rates improved steadily from
the first quarter onwards, reaching their highest level for six
years. Investment demand largely dried up, however, given
increased economic uncertainty and higher interest rates.
During the year, we also opened three new Full Service
Centers, strengthened our partnership with fashion
retailer Bestseller, and continued to invest in our F&B and
healthcare clusters. Like-for-like Net Rental Income showed
a significant improvement, with rental contracts across our
locations indexed to inflation.
Construction work continued on projects across the
Netherlands, Belgium and France. Despite rising prices for
materials, all projects to date have been delivered within
budget. We will keep projects under review, given current
economic uncertainties. Results from our Full Service Centers
showed significant outperformance against metrics used
to assess our Full Service Centers. In 2022, total property
returns from these locations stood at 6.4% (unlevered).
Occupancy rates
Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022
Belgium 97.2% 96.1% 97.0% 97.2% 97.7%
France 94.7% 94.0% 96.6% 97.2% 97.1%
Netherlands 95.7% 95.9% 95.0% 95.6% 96.1%
Shopping centers 96.2% 95.8% 95.9% 96.4% 96.8%
Oces (Belgium) 76.0% 68.8% 77.2% 82.4% 81.5%
Total portfolio 94.9% 94.0% 94.7% 95.5% 95.8%
Operations shopping centers
Country # of contracts Leasing volume ERV uplift MGR uplift Occupancy rate LFL NRI growth
Shopping Centers
Belgium 73 11.6% 15.4% 5.9% 97.7% 14.4%
France 15 10.3% 2.9% -0.7% 97.1% -0.7%
Netherlands 177 21.3% 4.4% 0.0% 96.1% 5.6%
Total Shopping Centers 265 16.6% 7.1% 2.1% 96.8% 9.1%
Footfall growth (versus same quarter previous year)
Shopping centers Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022
Belgium 43.5% 20.0% 19.5% 8.0% 7.7%
France 1.2% 17.2% 13.7% 8.4% 1.0%
Netherlands 4.9% 56.2% 17.2% 2.9% 11.9%
Overall 11.3% 40.3% 17.2% 4.9% 9.4%
Key developments in our markets
Visitor numbers increased across our three markets: the Netherlands, Belgium and France. During the year, we opened three
new Full Service Centers and delivered all our construction projects on budget, despite rising material costs.
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Wereldhave in 2022 Our strategy Governance Additional information
Financial statements
Introduction Our performance and outlook
Key developments in our markets
Full Service Center Performance
In line with our LifeCentral strategy, we are continuing to
transform our centers into Full Service Centers. Already
five of our commercial centers now qualify as Full Service
Centers; six more are currently undergoing transformation
work. We track the performance of our centers based
on their transformation status: “Full Service Center” for
those already transformed; “In Transformation” for those
undergoing transformation work, and “Shopping Center” for
our remaining locations. Results for 2022 show significant
outperformance for our first five Full Service Centers, three
of which have been in transformation for most of the year
and have been realized in the fourth quarter of 2022.
Total annualized property return from these five Full Service
Centers was 6.4% (unlevered). We expect the centers’
Net Promoter Score (NPS) – our main measure of customer
loyalty – to outperform Shopping Centers, following the
successful launch of new concepts (such as every.deli,
health & well-being, eat&meet etc.).
KPI Full Service Center In Transformation Shopping Center
# Assets 5 6 6
Mixed Use Percentage 16% 16% 9%
MGR Uplift
1
1.2% (4.3%) 1.6%
MGR vs. ERV
2
2.7% 11.6% 8.1%
Tenant sales vs. 2019 +7.4% +6.2% +9.0%
NPS +18 +23 +19
Direct Result 5.6% 5.9% 6.3%
Valuation Result 0.8% (0.3%) (1.4%)
Total Property Return
3
6.4% 5.6% 4.9%
1 Minimum Guaranteed Rent (MGR) as compared to the previous MGR paid for the same unit(s)
2 Estimated Rental Value as determined in the latest appraisal report; also referred to as market rent
3 Unlevered and according to MSCI definition
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Wereldhave in 2022 Our strategy Governance Additional information
Financial statements
Introduction Our performance and outlook
Economic background and outlook
The Dutch economy remained strong for much of 2022,
continuing its rebound from the Covid-19 pandemic.
Growth slowed during the year, however, as the war in
Ukraine resulted in higher inflation and a loss of consumer
confidence, despite government measures to protect those
on lower incomes. Growth is likely to be much weaker in
2023, helping ease inflation, which is expected to drop
back to around 4% by 2024. Bankruptcies remained below
pre-pandemic levels during the year but may increase
significantly in 2023 as the economy slows further.
Key economic parameters
2021 2022E 2023E 2024E
GDP growth, yoy 4.9% 4.3% 0.8% 1.1%
Harmonized index of consu-
mer prices, yoy 2.8% 12.2% 8.5% 4.2%
Unemployment 4.2% 3.6% 4.1% 4.3%
Private consumption, yoy 3.6% 5.8% 0.4% 1.0%
1 E = estimated
Source: Organization for Economic Cooperation & Development (OECD), Economic Outlook
November 2022
Market update and developments
With Covid-19 restrictions lifted, visitor numbers returned
almost to pre-Covid levels. More significant increases in
visitor numbers were seen at Full Service Center locations,
for example at Presikhaaf, our first Full Service Center in the
Netherlands. The leasing market remained highly active,
with occupancy rates increasing in 2022 to 96.1%. Leasing
rates also continued to improve – spreads at our Dutch
centers rose for the first time since 2016, with rents on
average above market levels, particularly at locations
transformed or in transformation to Full Service Centers.
Heerhugowaard
Purmerend
Hoofddorp
Leiderdorp
Capelle a/d IJssel
Dordrecht
Roosendaal
Tilburg
Nieuwegein
Arnhem
Top 10 tenants
1
Ahold Delhaize
2
Jumbo Group
3
Mirage Retail Group
4
A.S. Watson Group
5
C&A
6
The Sting
7
Ceconomy
8
Deichmann
9
Bestseller
10
Nelson
345,800
Lettable space (m
2
)
54.5m
Footfall (total visitors)
11
Number of centers
Key developments
Netherlands
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Wereldhave in 2022 Our strategy Governance Additional information
Financial statements
Introduction Our performance and outlook
- Netherlands
Key data shopping center operations
2021 2022
Net rental income (in €m) 55.2 55.5
Occupancy 95.7% 96.1%
Investment properties in operations (in €m) 830.2 853.7
Investment properties under construction (in €m) 13.1 21.9
Acquisitions (in €m) - -
Disposals (in €m) 105.3 0.8
EPRA NIY 6.5% 6.9%
1 Including lease incentives.
Progress with LifeCentral strategy
During the year, we completed two new Full Service
Centers in the Netherlands: at Sterrenburg in Dordrecht and
at City Center in Tilburg. We also started transformation
work at Vier Meren in Hoofddorp – our Full Service Center
there is expected to open in early 2023. Two other centers
are also scheduled for completion before the end of 2023.
We expect to complete Phase 1 of work at our Kronenburg
center in Arnhem by 2024.
Operating performance and new leases
Footfall at our Dutch centers was strong, close to 2019
levels whilst tenant sales were even 3% above 2019 levels.
We are seeing significant footfall increases in centers such
as our Eggert Center in Purmerend and Sterrenburg in
Dordrecht, where we have made important investments.
Our first Full Service Center, Presikhaaf in Arnhem is
outperforming other locations in our Dutch portfolio, with
a footfall increase in 2022 of over 13% compared with 2019.
At the same time, it should be noted that ongoing
transformations are having a temporary negative impact
on visitor numbers in centers under construction.
Over the past year, the Dutch leasing market has been very
active. During the pandemic, tenants were very selective
when opening new locations. Now we are seeing an
increase in leasing requests, as well as in new signings.
Activity is particularly strong at centers in transformation
and completed Full Service Centers.
During 2022, Wereldhave and Bestseller strengthened their
partnership with an agreement to open four new stores and
to extend the long-term leases of four existing stores. With
this agreement, Bestseller will have stores from its ONLY
and ONLY & SONS brands at Wereldhave’s Vier Meren
center in Hoofddorp, Eggert in Purmerend, Cityplaza in
Nieuwegein and Emmapassage in Tilburg.
Early 2023, Basic-Fit will open in Sterrenburg, Dordrecht,
adding another reason to visit this Full Service Center.
In November, we celebrated the official opening of the
completely redeveloped Emmapassage in Tilburg. During
the transformation, Wereldhave has significantly improved
the tenant mix in order to create a strong combination of
retail, Food & Beverage (F&B), leisure and public services
for visitors and residents. The new Emmapassage – one
of the Netherlands’ largest recent inner-city development
projects – is fully let (up from a pre-let rate of 62% in June
2022) which marks a great achievement by the Wereldhave
team responsible for the new center. The most recent
leases added were with fashion groups MSCH Copenhagen
and America Today.
In Hoofddorp, work is underway to transform our Vier
Meren center. We have signed leases with DEICHMANN
for a new and expanded vanHaren shoes store and
for a brand-new SNIPES sneakers store at the center.
Pre-letting currently stands at 76%.
At our Full Service Center Presikhaaf, we agreed
a new lease with Sanquin bloodbank. Previously,
Sanquin operated exclusively from out-of-town
locations. By re-locating to Presikhaaf, the company
will benefit from increased footfall, and synergies
available with other health-related services at the center.
Our Presikhaaf Health Cluster is now almost fully let;
feedback from tenants so far has been very positive,
also underpinned by the significant increase in footfall.
At Eggert Center in Purmerend, we signed a new lease
with our key tenant C&A for their return to the second
floor of the center.
By year-end 2022, occupancy rates in the Netherlands had
increased to 96.1%, up from 95.7% twelve months before.
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Financial statements
Introduction Our performance and outlook
Results & valuations
Net rental income in the Netherlands was stable despite
some disposals in 2021 and amounted to € 55.5m (2021:
€ 55.2m). Revaluations amounted to € -2.9m mainly as a
result of upward yield shifts offset by increases in projected
market rent levels. At the end of 2022, the average EPRA
Net Initial Yield on the Dutch portfolio stood at 6.9%. The
total portfolio was valued at € 876m on 31 December 2022
(2021: € 843m). The value of the development portfolio
stood at € 22m at year-end 2022 (2021: € 13m).
(% of annual rental income, end 2022)
28
3
1
4
4
6
12
12
18
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
FSC Presikhaaf in Arnhem outperforms the Dutch portfolio with over 13% footfall increase versus 2019
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Wereldhave in 2022 Our strategy Governance Additional information
Financial statements
Introduction Our performance and outlook
Waterloo
Turnhout
Vilvoorde
Genk
Liège
Nivelles
Tournai
Bruges
Ghent
Antwerp
Cour trai
Key developments
Belgium
Economic background and outlook
The Belgian economy slowed sharply in 2022, with rising
energy prices weakening consumer confidence. Increased
economic uncertainty also adversely affected international
trade. Private consumption is expected to remain weak
until mid-2023, despite wages being automatically indexed
to inflation. Growth is likely to retreat further in 2023, with
inflation remaining high and continued pressure on
government spending.
Key economic parameters
2021 2022E 2023E 2024E
GDP growth, yoy 6.1% 2.9% 0.5% 1.1%
Harmonized index of consu-
mer prices, yoy 3.2% 9.9% 6.6% 4.1%
Unemployment 6.3% 5.8% 6.5% 6.2%
Private consumption, yoy 5.5% 2.5% 0.1% 2.2%
1 E = estimated
Source: Organization for Economic Cooperation & Development (OECD), Economic Outlook
November 2022
Market update and developments
Footfall at our Belgian centers returned to normal in 2022,
with the ending of Covid-19 restrictions. Visitor numbers
increased significantly during the summer. Demand for
office space proved remarkably strong, despite low
business confidence. Occupancy showed improvement
during the year, while new leases were signed generally
above previous levels and market averages.
Top 10 tenants
1
Carrefour
2
Ahold Delhaize
3
C&A
4
A.S. Watson Group
5
H&M
6
Lunch Garden
7
Brico
8
RICOH
9
Jumbo Group
10
PAPRIKA
Centers
Offices
284,700
Lettable space (m
2
)
18.4m
Footfall (total visitors)
9
Number of centers
2
Number of office locations
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Wereldhave in 2022 Our strategy Governance Additional information
Financial statements
Introduction Our performance and outlook
- Belgium
Key data shopping center operations
2021 2022
Net rental income (in €m) 42.4 48.4
Occupancy 97.2% 97.7%
Investment properties in operations (in €m) 818.2 834.5
Investment properties under construction (in €m) 13.5 14.3
Acquisitions (in €m) -1.7 -
Disposals (in €m) - -
EPRA NIY 5.7% 6.2%
1 Including lease incentives.
Progress with LifeCentral strategy
During 2022, we completed a second Full Service Center in
Belgium – at Ring Kortrijk in Courtrai. Our first Belgian Full
Service Center Les Bastions in Tournai opened in 2021. Like
Presikhaaf in Arnhem, Les Bastions in 2022 outperformed
all metrics set for our Full Service Centers. In addition, work
is underway to convert our center in Nivelles – we expect
the first phase to be completed by the end of 2023.
Operating performance and new leases
In Belgium, footfall increased by 13% versus 2021, driven
mainly by increased visitor numbers at Les Bastions in
Tournai and Belle-Île in Liège. Higher footfall also resulted in
higher sales figures for nine of the twelve tenant categories
in our Belgian portfolio.
Tenant sales were 10% above the level of 2019.
Despite continued geopolitical uncertainty, leasing of
both retail and office space showed remarkable strength.
In 2022, the Company concluded 73 leases and lease
renewals for centers at, on average, 5.9% above previous
rental levels and 15.4% above market rents. Among these
leases were strong retail brands such as Kiabi, Intersport
and Kruidvat. We also agreed new F&B leases with KFC,
Hawaiian Poké Bowl, O’Tacos, Chick & Cheez and Cup Pasta.
In Belgium, occupancy rates at our centers rose further to
97.7% at year-end 2022 (2021: 97.2%), supported by new
leases at Les Bastions in Tournai and Shopping 1 in Genk.
Our office portfolio occupancy rate peaked at 82.4% in
Q3 2022, up from 76.0% at year-end 2021, confirming the
positive impact of Wereldhave’s decision to roll out its The
Sage concept. In Berchem (Antwerp) in particular, many
new leases have been signed.
Results & valuation
Net rental income in Belgium was still impacted by the
pandemic and amounted to € 53.0 (2021: € 47.3m) of which
€ 48.4m is derived from shopping centers. Revaluations
amounted to € -1.7m. At the end of 2022, the average EPRA
Net Initial Yield on the Belgian shopping center portfolio
stood at 6.2% and on the office portfolio at 6.9%. The total
portfolio was valued at € 949 on 31 December 2022 (2021:
€ 928m). The value of the development portfolio stood at
€ 14m at year-end 2022 (2021: € 14m).
(% of annual rental income, end 2022)
Tenant mix in Belgium
36
5
3
3
5
6
6
14
11
11
Fashion & Accessoires
Multimedia & Electronics
Mixed-use
Food
Health & Beauty
Homeware & Household
Shoe & Leatherware
Sport
Special Goods & Others
Other market segments
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Wereldhave in 2022 Our strategy Governance Additional information
Financial statements
Introduction Our performance and outlook
Argenteuil (Paris)
Bordeaux
Economic background and outlook
In France, economic growth slowed in 2022, due to higher
energy prices and continued supply chain disruptions.
Inflation rose significantly, but government intervention kept
rates below those in many neighboring countries. Lower
business and consumer confidence, meanwhile, held back
new investment, as did uncertainty over energy supplies.
Growth is likely to slow further in 2023, with continued
inflationary pressure and declining domestic demand.
Key economic parameters
2021 2022E 2023E 2024E
GDP growth, yoy 6.8% 2.6% 0.6% 1.2%
Harmonized index of consu-
mer prices, yoy 2.1% 5.9% 5.7% 2.7%
Unemployment 7.9% 7.4% 7.7% 8.1%
Private consumption, yoy 5.3% 2.5% 0.4% 1.0%
1 E = estimated
Source: Organization for Economic Cooperation & Development (OECD), Economic Outlook
November 2022
Market update and developments
We successfully outsourced management of our two
remaining French centers; these locations performed well
in 2022, with a steady recovery in footfall during the year.
Visitor numbers at our center at Côté Seine, Argenteuil
(Paris), increased in line with national average. Footfall at
Mériadeck in Bordeaux, however, was below average,
adversely affected by construction of the new F&B area
and its location in a business district where remote working
Top 10 tenants
1
A.F. Mulliez
2
H&M
3
Sephora
4
Mango
5
Jumbo Group
6
Yves Rocher
7
ATOL
8
Basic-Fit
9
Footlocker
10
NewYorker
43,900
Lettable space (m
2
)
11.2m
Footfall (total visitors)
2
Number of centers
Key developments
France
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Wereldhave in 2022 Our strategy Governance Additional information
Financial statements
Introduction Our performance and outlook
- France
was compulsory for part of the year. Tenant sales returned
almost to 2019 levels, showing continued confidence in
our locations.
Key data shopping center operations
2021 2022
Net rental income (in €m) 22.2 6.7
Occupancy 94.7% 97.1%
Investment properties in operations (in €m) 170.1 175.3
Investment properties under construction (in €m) - -
Acquisitions (in €m) 0.7 -
Disposals (in €m) 506.8 -
EPRA NIY 4.6% 4.7%
1 Including lease incentives.
Strategy, operating performance and new leases
During the year, we signed 15 new leases, more than
anticipated, demonstrating the attractiveness of our centers’
locations. Among these new contracts was one for a city-
center Ikea store at Mériadeck in Bordeaux, the first Ikea
store in our portfolio.
On average, deals were signed above ERV and in line with
previous rent levels. The leasing activity contributed
significantly to our occupancy rate in France, which reached
97.1% (2021: 94.7%).
Work began as planned in Q2 2022 on our F&B project at
Mériadeck in Bordeaux. We expect to open in April 2023
on schedule and within budget. There is only one unit
remaining to be let for this F&B area.
Work has started at Côté Seine on a new Basic-Fit unit,
to be opened in 2023, while we re-located our tenants
Bouygues and Etam at Mériadeck to create a new Normal
store, due to open at the same time as the F&B project.
Results & valuation
Net rental income in France was significantly impacted by
the 2021 disposals, amounted to € 6.7m (2021: € 22.2m).
Revaluations on the portfolio amounted to € 0.5m.
At the end of 2022, the average EPRA Net Initial Yield on
the French portfolio stood at 4.7%. The total portfolio was
valued at € 175m on 31 December 2022 (2021: € 170m).
(% of annual rental income, end 2022)
Tenant mix in France
32
3
6
4
3
1
12
15
10
14
Fashion & Accessoires
Multimedia & Electronics
Mixed-use
Food
Health & Beauty
Homeware & Household
Shoe & Leatherware
Sport
Special Goods & Others
Other market segments
The new eat&meet cluster in Mériadeck, Bordeaux, will open early in 2023
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Wereldhave in 2022 Our strategy Governance Additional information
Financial statements
Introduction Our performance and outlook
Tenants and visitors
During 2022, we continued to invest in our Full Service Centers. We expanded our F&B and healthcare clusters and
successfully rolled out our new office concept, The Sage. Our Full Service Centers Presikhaaf and Les Bastions reported positive
Net Promoter Scores, following their transformation to Full Service Centers.
Our customer experience principles
With our Full Service Centers, we are in effect introducing
a new concept in commercial real estate. To support this,
we have developed four basic principles to define what
we believe tenants and visitors should experience at our
centers:
Convenience
We make your everyday life as easy as possible.
Hospitality
We make sure you enjoy spending time with us.
Better together
We are better together every day.
Local impact
We have a positive impact on our communities.
Changing our tenant mix
With our LifeCentral strategy, we are signing up more
“mixed-use” tenants, including bars and restaurants,
healthcare providers, fitness, leisure and entertainment.
By the end of 2022, 13.2% of our centers were let to
mixed-use, just above our target for the year.
% of mixed use Benelux
2020 2021 2022 2023
(target)
2025
(target)
(in m
2
) at Wereldhave centers
0
5
10
15
20
The following charts show the estimated breakdown of
mixed-use space by sector in 2025 according to the 2022
update of our Full Service Center blueprints.
Planned composition of mixed-use space by
2025 (2022 blueprint update) Netherlands
40%
20%
19%
6%
8%
5%
2%
Total area: 72,000m
2
Food & beverage
Leisure & entertainment
Fitness & wellness
Healthcare
Co-working
Serving community
Other uses
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Wereldhave in 2022 Our strategy Governance Additional information
Financial statements
Introduction Our performance and outlook
Tenants and visitors
Planned composition of mixed-use space by
2025 (2022 blueprint update) Belgium
67%
21%
3%
5%
4%
Total area: 26,000m
2
Food & beverage
Leisure & entertainment
Fitness & wellness
Healthcare
Co-working
Serving community
Other uses
Charts show the estimated breakdown of mixed-use space
by sector according to the 2022 update of our Full Service
Center blueprints. Compared with the previous year, the
latest update shows a considerable change in the estimates
for our Belgian centers. This is due to the fact that the
extensions at three of our Belgian centers have been
excluded from the 2022 projections as these projects are
still under review. In the Netherlands, small decreases in
leisure & entertainment and F&B were offset by increases
in other sectors.
Over the past year, we took measures to improve customer
experience, further expanding our food and healthcare
clusters and extending services like the point and UpNext
to more of our centers:
•
every.deli (fresh food): We opened an every.deli at
Cityplaza in Nieuwegein and began development
work at our Sterrenburg center in Dordrecht.
1 Figures show that The Point contributes positively to both visitor numbers and spending. Of visitors to our centers, 80% say they combine their visit to The Point with a visit to a store, bar or restaurant. Forty-seven percent visit two or more additional locations. Of visitors to The Point, 25%
say they would have shopped elsewhere, had they not had to pick up or return a parcel at our service hub. A third of visitors make at least one impulse purchase after visiting The Point (Source: Strabo Research).
•
eat&meet (F&B): We launched eat&meet at Shopping 1
in Genk and plan to open two more – at De Koperwiek
in Capelle aan den IJssel and Mériadeck in Bordeaux –
in early 2023.
•
Health & well-being (healthcare): We further expanded
our healthcare cluster at Presikhaaf, with Sanquin
opening its first city-center blood bank at the center
in Arnhem.
•
the point (service hub): Two new the points opened
in 2022 at our Presikhaaf and Kronenburg centers in
Arnhem. By year-end, the point was in operation in
nine of our locations: five in Belgium and four in the
Netherlands.
1
•
UpNext (pop-up shop): We continued to expand UpNext
– the pop-up shop concept is now in operation at
fourteen of our centers in Belgium and the Netherlands.
•
Facilities & services: We introduced a new public seating
and green concept at our centers in Nieuwegein and
Nivelles, following a successful pilot at De Koperwiek in
Capelle aan den IJssel. We also created a new Play &
Relax area for children at Les Bastions in Tournai.
•
The Sage (office): We successfully rolled-out The Sage,
our new office concept, for which many leases have
been signed.
Over the next few years, we plan to extend our every.deli,
eat&meet and healthcare clusters to more centers in both
the Netherlands and Belgium. Since 2021, we have also
brought a number of F&B operators into our centers,
including Anne & Max, Starbucks, Cup Pasta, Chick & Cheez
and O’Tacos. Figures show that F&B is an important driver
of customer experience.
Our Full Service Center
scorecard
In 2022, we introduced a new Full Service scorecard
– this scorecard helps us assess how centers
perform against five different elements:
•
How much lettable space is devoted to mixed-
use tenants
•
Whether a center has clusters: every.deli,
eat&meet or health and well-being
•
What facilities the center offers to visitors, such
as The Point, Play & Relax, home delivery or fast-
charging for electric vehicles
•
What services are provided to tenants, including
UpNext, our flow by Wereldhave digital platform
and Connect, an e-commerce platform available
to smaller fresh produce retailers.
•
Whether the center has the “basics” – restrooms,
parking and public seating, as well as good
environmental management and support for local
environmental and social initiatives.
To qualify as a Full Service Center, locations must
achieve a minimum score, based on various building
blocks (e.g. mixed-use offering, clusters, facilities and
services), so that individual centers can adapt to the
needs of local consumers.
2 Wereldhave’s Full Service Centers should have a minimum “very good” rating from BREEAM and a Paris-proof roadmap to limit impact on climate change. BREEAM refers to the Building Research Establishment Environmental Assessment Method,
widely used in the real estate industry to measure environmental performance. See page 49 for further details.
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Wereldhave in 2022 Our strategy Governance Additional information
Financial statements
Introduction Our performance and outlook
Measuring customer experience
We measure customer experience every quarter among
visitors to our centers, using the Net Promoter Score (NPS).
We have clear NPS targets built into both our overall
strategy and blueprints for our centers. Our NPS remained
stable in 2022 at +24, above our +20 target for 2025.
The score has risen significantly over the past two years –
a reflection of recent investment in our centers and the
creation of new Full Service Centers in both the Netherlands
and Belgium. Our first two Full Service Centers – at
Presikhaaf and Les Bastions – both saw a sharp rise in
NPS in 2022.
Net Promoter Score since launch
of our LifeCentral strategy
Q2 Q3 Q4 Q2Q1Q1 Q3 Q4 Q2Q1 Q3 Q4
Net Promoter Score
2020 2021 2022
-15
-10
-5
0
5
10
15
20
25
30
The chart shows combined NPS for the Netherlands and Belgium. NPS measures the
likelihood that visitors would recommend Wereldhave centers to others. Visitors rate
their responses 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).
Tilburg.
Be Your Selfie roadshow
We are constantly looking for opportunities to
improve the shopping experience at our centers. In
2022, we created the Be Your Selfie Tour, a touring
Instagram experience, starting at Cityplaza in
Nieuwegein. The tour offers thirteen separate
rooms, each with its own theme –ranging from better
together and let’s play to every day, I am bubbling.
Visitors can use the rooms to take selfies or shoot
videos with friends and family to share on social
media – it has been called one of the most
instagrammable experiences in the Netherlands and
received positive press coverage. Our figures show
that the Be Your Selfie Tour helps attract visitors to
the center’s bars and restaurants and boosts our Net
Promoter Score. After a successful launch at
Cityplaza, the Be Your Selfie Tour roadshow went
live at our Kronenburg center in Arnhem and City-
Center Tilburg.
For tenants, we measure satisfaction through our Customer
Satisfaction Index (CSAT). The last survey was performed
early 2022. CSAT stood at 8.0 for the Netherlands and at
8.2 for Belgium.
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Financial statements
Introduction Our performance and outlook
We have worked hard to improve services for tenants,
expanding the point and UpNext for example. In 2022, we
organized a job fair at our Kronenburg center, and created
a digital jobs board for tenants at Cityplaza to help address
labor shortages – an important issue in the retail sector.
A new survey is planned for mid-2023. Our aim is to score
at least 8.0 in both countries in 2025.
We take a scientific approach to managing our centers.
Using data allows us to assess performance, particularly
how well our centers meet visitors’ everyday needs. In many
cases, performance may come down to the positioning of
certain stores, or the right mix of tenants within each
location. We are currently discussing with third-party
providers to improve our access to detailed data on footfall
and visitor experience. Through our flow by Wereldhave
digital platform, we have constant communications with
our tenants – flow by Wereldhave is now available across
all our centers. We regularly measure the performance of
our Full Service Centers against both our other locations
and “pre-transformation” – to ensure we are executing our
strategy successfully.
Our touring leisure concept Be Your Selfie Tour attracts thousands of shoppers per week
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Introduction Our performance and outlook
Business partners, suppliers and employees
Our workforce
By the end of 2022, we had 118 employees (FTEs). Of these,
21% were part-time. In recent years, our workforce has
reduced in size as a result of divestments in the
Netherlands and France. We promote diversity and
inclusion throughout our workforce. Women currently
account for 40% of our senior management, above our
minimum target of one third.
Much of the value we create for employees is through
salaries, benefits and development. In 2022, we paid € 15m
in salaries, pension payments, training and other benefits.
Since 2021, we have an established dedicated
Customer Experience team to support our LifeCentral
strategy. All employees are bound by our Code of Conduct
and business integrity policies, including temporary hires.
There is also an employee handbook, covering pay,
development, culture and health & safety in the workplace.
Collective bargaining and works councils
Across our operations, we comply with regulations
regarding collective bargaining and freedom of association.
We have no collective bargaining agreement, given our
small number of employees. However, we have a works
council, representing the employees in the Netherlands.
In 2022, this council discussed various subjects with the
Company’s Board of Management, including culture,
performance management, organizational changes, cost
control measures and the effects of rising inflation on living
costs. We also discussed the possible move to new
headquarters within Amsterdam, planned for mid-2023.
Employee engagement and working environment
At Wereldhave, we want to create an efficient and
supportive working environment. We have four core values
defining our approach to business: entrepreneurial,
customer-inspired, responsible and connected.
We conduct a regular employee engagement survey –
89% of employees in the Netherlands and Belgium took
part in the latest survey in April 2022. Results showed that
employees were engaged with Wereldhave – there were
high scores for job satisfaction and “connection with
colleagues”. eNPS – whether employees would recommend
Wereldhave as a place to work – was still positive, though
significantly lower than in 2021 (+4 compared with +23),
with work-life balance raised as a point of concern among
employees. Our overall engagement score came in at 7.6,
ahead of our longer-term target of at least 7.5.
Results were discussed extensively with management
and team action plans put in place to address areas of
weakness. In 2022, to improve engagement, we launched
a voluntary share subscription plan for employees.
Our suppliers and sub-contractors
We work with approximately 1,500 suppliers and sub-
contractors, mostly in maintenance, cleaning and security.
In 2022, we spent € 126m on outside goods and services,
spendings went up with 12% from the previous year. All our
suppliers are governed by our Sustainable Supplier Code,
and all are screened against both social and environmental
criteria. For contracts worth € 10,000 or more, we require
specific sign-off from suppliers. Standards in the Code cover
the following:
•
Compliance with relevant laws and regulations
•
Human and labor rights (child labor, forced labor,
discrimination, freedom of association & collective
bargaining)
•
Health & safety
•
Corruption
•
Environment (environmentally friendly alternatives,
transportation, materials & waste)
•
Maintenance and product requirements
Overall employee engagement improved in 2022, though workload remained a point of attention. We also introduced
a new voluntary share subscription plan for employees, and invested more than € 15m in salaries, pensions and training.
2. Assets 3. Vastgoed
ecosysteem
4. Stakeholders 5. KPI’s en feiten 6/7. Sustainability 8/9. Annual &
financial reports
9. Extra1. Landen
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Introduction Our performance and outlook
Business partners, suppliers and employees
The Code – part of our Better Tomorrow program (see page
44) – is based on the UN Global Compact, BREEAM in-use
requirements and the conventions of the International Labor
Organization (ILO). The Code’s standards apply across
our entire value chain, including second tier suppliers and
sub-contractors, as well as employees and agency workers.
In 2022, we carried out a supplier engagement survey,
which found that all suppliers responding to the survey had
a sustainability policy, took steps to reduce emissions and
improve working conditions for their employees. A third,
however, didn’t have a full view of their carbon footprint or
set a target for carbon neutrality.
1
Following the survey, we
will be increasing our engagement with suppliers on climate
change issues. A copy of our Sustainable Supplier Code
is available online at www.wereldhave.com/governance/
documentation/.
1 Based on a survey covering approximately 40% of our spending on goods and services. The response rate to our survey in 2022 was 32%. We will be working to increase this response rate in future years.
48%
52%
Gender diversity at Company level
Men
Women
60%
40%
Gender diversity at senior management level
Men
Women
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Introduction Our performance and outlook
Society & community
A Better Tomorrow
During 2022, we continued to implement our 2030
sustainability program. Known as A Better Tomorrow,
this program is based on three pillars:
•
Better footprint - reducing our impact on the
environment and bringing our business into line
with the 2015 Paris Climate Agreement
•
Better nature - making sure we adapt our centers
to the effects of climate change, particularly heavy
rainfall and extreme heat
•
Better living - supporting our local communities,
and maintaining high standards of health and safety
in our centers
A Better Tomorrow is an integral part of our LifeCentral
strategy - we have built sustainability objectives directly
into the blueprints for our new Full Service Centers.
We have set clear overall goals for our program:
•
To reduce our carbon emissions by 30% by 2030
and make our business Paris proof by 2045
•
To maintain our five-star rating with GRESB, the most
widely-used sustainability benchmark in the industry
•
To improve the climate resilience of our centers
•
To increase our positive impact on local communities
by contributing at least 1% of our Net Rental Income
at each center to charities and other good causes
These overall goals are further specified in this chapter and,
if relevant, split into multiple KPI’s per element. We aim to
keep our strategy as relevant as possible. This ambition
includes a systematic review of our Better Tomorrow
strategy, making certain that it aligns with our shareholders
and stakeholders’ expectations. In 2023 we anticipate to
further define our timelines for achieving these ambitions.
We see sustainability as part of our "value proposition" to
tenants. In recent years, many tenants have adopted more
sustainable working practices, cutting emissions, reducing
waste going to landfill and phasing out single-use plastics,
for example.
To support our approach to sustainability, we maintain a
Green Finance Framework. This framework allows us to
issue green financial instruments, such as green bonds and
green loan facilities, where repayments are tied directly to
our sustainability performance.
Better footprint
To achieve our environmental target, we are introducing
Paris-proof roadmaps for all our centers. These roadmaps
set out exactly what measures are needed to reduce
emissions and meet our targets for 2030. By the end of
2022, roadmaps were in place at all our centers in the
Netherlands; we will complete the remaining roadmaps for
our Belgian centers in 2023. To reduce emissions, we are
improving energy efficiency at our locations and switching
to renewable energy, where possible. Communal areas
are already powered by renewables. We have also been
increasing the number of solar panels at our sites – these
now total 16,384, providing just over 11% of our total energy
needs. In 2022, we installed 316 solar panels at our
Sterrenburg center in Dordrecht; several new solar
projects are planned and will be installed across our
centers in 2023.
2. Assets 3. Vastgoed
ecosysteem
4. Stakeholders 5. KPI’s en feiten 6/7. Sustainability 8/9. Annual &
financial reports
9. Extra1. Landen
We made further progress on A Better Tomorrow, our 2030 sustainability program. We completed Paris-proof
roadmaps for all our Dutch centers, extended solar panels and green spaces in our centers and secured a ninth
straight five-star rating from GRESB, the most widely used sustainability benchmark in the industry.
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Introduction Our performance and outlook
Society & community
In many cases, we are able to introduce energy-saving
measures during development work. At our Sterrenburg
center in Dordrecht, for example, we introduced more
efficient heating, insulated the roof and installed new LED
lighting. We are bringing in similar measures elsewhere,
including time switches at centers in Heerhugowaard,
Tilburg, Leiderdorp and Roosendaal. During the year, we
also upgraded the smoke heat ventilation system in the
parking garage at Vier Meren in Hoofddorp.
Carbon emissions from our operations totaled 2,443 metric
tons in 2022, down 33% from the previous year. This
decrease in emissions results from multiple energy saving
initiatives, divestments during the year in the Netherlands
and France, two mild winters and decoupling a shopping
center (Sterrenburg) from the gas network and connecting it
with a local heat network. We are working with tenants,
visitors and suppliers to reduce emissions throughout our
value chain. In 2022, we held ECO-days at our centers in
Belgium to raise awareness of environmental issues. We
have also started to offer renewable energy to tenants at
five of our centers in the Netherlands – if successful, this
offer will be extended to other locations. Alongside these
initiatives, we also continued our work with multilateral
organizations, including the Dutch Green Building Council
(DGBC), the CDP and GRESB. Additionally, Wereldhave
collaborates with sectoral experts on physical climate risks;
by providing feedback on a new framework for climate
adaptive buildings led by the DGBC and Climate Adaptation
Services (CAS).
In parallel, we are working to reduce waste going to landfill.
Where applicable, our centers split waste into four streams
for recycling: plastics, cardboard and paper, compostables
and glass. In 2022, we sent just over 12% of waste to
landfill. In addition, green leases have been standard for
our tenants since 2014 - these set out minimum provisions
for energy use, waste and water consumption. Currently,
62% of leases fall within our green leasing agreement
.on
Our carbon footprint
We carry out an annual analysis of our carbon
emissions. This analysis, last carried out in 2022 -
based on 2021 data - shows that by far the most
emissions (just over 80%) come from our broader
value chain – from our business relations with
suppliers, contractors and tenants (scope 3). Only
around 20% come from our own operations (scope 1
& 2). According to our analysis, the Netherlands
accounts for more than 60% of total emissions,
Belgium 28% and France just under 9%.
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Financial statements
Introduction Our performance and outlook
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
1
About this chart
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). Over the past years,
we have improved and updated
our carbon inventory on an annual
basis, making sure to align with
the latest developments in carbon
accounting. See the Qualifying
notes ESG reporting section on
page 83 for details of changes to
our methodology.
Carried out in based on data.
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Introduction Our performance and outlook
Carbon flow analysis
Better footprint performance
Relevant SDGs Priorities Ambitions Performance in 2022
Energy &
carbon
• Reduce carbon emissions by
30% by 2030
• Carbon emissions (CO
2
equivalent, scopes 1 and 2): 2,443 metric tons
(-33% vs. 2021)
• Onsite solar energy production: 4,642 MWh (+28% vs 2021)
• Renewable energy use (as % of total consumption: 78% (on-site solar
and electricity from renewable resources)
Materials • Zero waste going to landfill
and increased use of circular
solutions
• Percentage of waste going to landfill: 12%
• Percentage of waste recycled: 31%
• Water consumption: 147,877m
3
(-29% vs. 2021)
Value chain
impacts
• Partner with tenants and
visitors to reduce emissions
• Carbon emissions (CO
2
equivalent, scope 3): 188 metric tons
(-31% vs. 2021)
As part of A Better Tomorrow, we link our ambitions and
priorities to those UN Sustainable Development Goals
(SDGs) where we believe we have the most positive impact.
See also tables under Better nature and Better living.
Wereldhave CDP score (2015-2022)
2015
2016
2017
2018
2019
2020
2021
2022
C- C B- B A- A
Source: CDP (formerly Carbon Disclosure Project)
Better nature
As well as reducing our environmental footprint, we need
to protect our centers against the consequences of climate
change. To do so, we have put in place climate resilience
plans; these plans are also part of our Paris-proof roadmaps.
In the Netherlands, Belgium and France, our principal risks
are flash flood, heavy rainfall and heat stress. In 2021,
we saw serious flooding close to our Belle-Île centers near
Liège. We also incorporate physical climate risk into our
regular environmental assessments. To conduct these
assessments, we use two main methods: BREEAM in-use
and the Carbon Risk Real Estate Monitor (CRREM).
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To strengthen resilience, we have increased vegetation
in and around our centers. At the end of 2022, we had
37,115m
2
in green space at our locations in the Netherlands
and Belgium. Over the past year, we installed hops above
the skylights at our Belle-Île center and created a 150 m
2
vegetable garden at Nivelles. At Ring Kortrijk in Courtrai,
we extended plant space and installed new permeable
paving, which filters out pollutants. These green spaces
serve several purposes: to reduce heat in summer, lower
energy consumption, improve visitors’ experience of our
centers and help protect local biodiversity.
Better nature performance
Relevant SDGs Priorities Ambitions Performance in 2022
Resilience • 100% of our centers have
action plans to mitigate
physical effects of climate
change
• Percentage of centers with climate resilience plans: 86% (vs. 76% at
end-2021)
Habitats • Double surface of vegetation
on roofs and green
spaces by 2030 (compared
with 2018)
• Percentage of centers with at least one initiative in place to encourage
local biodiversity: 81% (vs. 69% at end-2021)
• Total green spaces at Wereldhave centers: 37,115m
2
(25,515m
2
at end-
2021)
Better living
Our centers play an important role in local communities.
They provide access to services, and – by offering a
welcoming environment and hosting events – help combat
loneliness and social exclusion.
Every year, our centers allocate at least 1% of their Net
Rental Income to support good causes. This includes
making space available for use by charities and social
enterprises. In 2022, we donated € 2,12m, equal to 1,8%
of our Net Rental Income, above target. During the year:
•
We worked with several recognized charities, including
Ile de Paix, the Red Cross and Doctors without Borders.
•
We organized more than 160 social events at our
centers, including the Longest Table lunch for visitors at
Presikhaaf to combat loneliness – we also held fund-
raising events for refugees from the war in Ukraine.
•
Tenants at our centers in Dordrecht and Roosendaal took
part in Prokkelstage – an initiative to encourage more
disabled people into the workforce.
•
We extended our Max Mobiel shuttle to our Presikhaaf
and Kronenburg centers in Arnhem. The shuttle ferries
elderly people and people with disabilities to our centers
at just € 1 a ride.
•
At Cityplaza, we successfully launched a new concept
called The Closet Sale, allowing individuals to rent space
for a day clothes at a symbolic rent, to sell accessories
and home decorations to encourage recycling and
support local entrepreneurs.
•
Staffing at our two new the point locations in Arnhem will
be provided by local youth organizations, giving young
people vital working experience – part of an initiative
known as talentfactory.
Part of our Better living program is the creation of safe and
healthy environments at our centers. More than 76% of our
locations now have regular health and safety assessments.
During the year, the last Covid-19 restrictions were removed.
Health and safety are embedded in both our Code of
Conduct and Sustainable Supplier Code. We also provide
health and safety training to employees and sub-contractors
and organize dedicated safety events at our centers.
For more information on Business partners, suppliers and
employees, see pages 42-43.
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Introduction Our performance and outlook
Better living performance
Relevant SDGs Priorities Ambitions Performance in 2022
Well-being • Aim for zero safety incidents
at Wereldhave centers
• Percentage of assets covered by health and safety assessments: 76%
(vs. 76% in 2021)
• Number of safety incidents of non-compliance at Wereldhave centers: 0
(vs. 0 in 2021)
Employees • Employee engagement score
of at least 7.5 for each of our
operating countries
• Employee engagement score: 7.6 (vs. 7.5 in 2021)
Communities • Contribute at least 1% of Net
Rental Income to socio-eco-
nomic and social inclusion
initiatives
• Support for social activities, charities and other good causes: € 2.12m
(vs. € 2.07m in 2021)
• Donations as percentage of Net Rental Income: 1.8% (vs. 1.7% in 2021)
6
63
24
7
BREAAM certifications
(shown as % of GLA)
Excellent
Very good
Good
Not certified
In 2022, we secured a ninth consecutive five-star rating
from GRESB, making Wereldhave the leading shopping
center company in western Europe. We were also awarded
our first-ever A rating from CDP for progress on climate and
the environment. The table below shows performance
against our main external ratings and benchmarks:
External benchmarks and certifications
2021 2022
GRESB 5 stars (91
points)
5 stars (92
points)
BREEAM (centers rating very good
or excellent
1
76% 80%
CDP B rating A rating
Tax Transparency Benchmark
(ranking)
2
Joint 20
th
Joint 26
th
EPRA Gold
award
Gold
award
Institutional Shareholder Services
(ISS) ESG corporate rating C+ Prime C+ Prime
MSCI ESG A BBB
Energy Performance Certificates
(% of GLA assets with A-grade EPCs) 36% 37%
1 Rating is for either asset or management. In 2022, ten of our locations in Belgium were
certified BREAAM In-Use (including all offices and our centers at Nivelles, Courtrai and
Liège). Also certified were our De Koperwiek center in the Netherlands and Mériadeck
in France. Of all eligible centers, 86% certified. See chart below.
2 Ranking for 2022 is out of 78 Dutch companies (77 in 2021). Published by VBDO,
the Dutch Association of Investors for Sustainable Development. The lower ranking in
2022 may be attributed to updates in VBDO’s methodology rather than any change
in Wereldhave’s tax performance.
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Introduction Our performance and outlook
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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Introduction Our performance and outlook
Outlook
Economic conditions
Economic growth is expected to slow in 2023. Our three
markets – the Netherlands, Belgium and France – will all
post lower growth than in 2022, due mainly to the effects of
inflation and higher interest rates. Inflation is likely to ease,
though prices will remain relatively high in 2023, further
weakening consumer confidence despite government
measures to protect low-income households. Bankruptcies,
kept artificially low during the Covid-19 pandemic, are
forecast to increase in 2023. The economic downturn may
prove shallow; GDP growth is expected to improve again
from 2024.
Retail market
Inevitably, an economic downturn will put pressure on the
retail market. With rising living costs, consumers may focus
on essentials, as they did during the Covid-19 crisis. Sectors
such as fashion and shoes will be most exposed.
E-commerce will continue to grow, though at a slower
pace in more mature markets, like the Netherlands.
Many e-commerce companies are reconsidering their
policy on returns, because of increasing costs.
Economic uncertainty will hamper the investment market,
meanwhile, despite higher yields on shopping centers.
Retailers will see further increases in costs, with higher
energy prices, labor shortages and continued supply
chain disruptions.
Social & environmental
The trend toward greater sustainability will continue
despite the economic downturn. War in Ukraine has
highlighted the importance of reducing reliance on fossil
fuels. Governments, regulators and potential employees
are also demanding improved social and environmental
performance. Sustainability is becoming an important factor,
not just in construction projects, but also in finance, as
evidenced by the increase in sustainability-linked credits.
Social attitudes to work and shopping are also changing,
with more emphasis on diversity & inclusion, flexibility in the
workplace and shopping at smaller, local stores.
Financial & strategic performance
In 2023, we will continue to deliver new Full Service
Centers. We expect to complete work on our Vier Meren
center in Hoofddorp in early 2023; three more centers
– Eggert Center in Purmerend and Shopping 1 in Genk,
Belgium – are also scheduled for completion by the end of
the year, along with Koperwiek in Capelle aan den IJssel.
We will continue to monitor spending commitments closely,
given current economic conditions. In France, we will start
the sales process for Mériadeck in Bordeaux, once work
on the center’s new F&B cluster is complete.
We intend to sell both Mériadeck and our Côté Seine center
in Argenteuil over the next two years. We also expect the
first gains in 2023 from our new investments in residential
(see page 18). If no material adverse changes will occur
during 2023, we anticipate 4-6% DRPS growth thanks to
sustained strong leasing demand, lower operating costs
and continued implementation of our Full Service Center
strategy.
Wereldhave will propose to the Company’s Annual General
Meeting a dividend for 2022 of € 1.16 per share, an increase
of 5.5% compared to previous year.
The economy is expected to slow further in 2023. At the same time, the rising cost of living could put a squeeze on consumer spending.
During the year, we will advance our LifeCentral strategy, with four more Full Service Centers scheduled for completion.
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Financial statements
Introduction Our performance and outlook
Outlook
Governance
Risk management and internal controls
Supervisory Board report
Remuneration report 2022 Wereldhave N.V.
Statement by the Board of Management
Alternative performance measures
Governance
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Financial statements
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 66.16%
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 from
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 the Chief Marketing Officer, 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.
On 15 December 2022, Mr. Adriaan Nühn stepped down
from the Supervisory Board for personal reasons.
Consequently, the Supervisory Board of Wereldhave N.V.
currently consists of two members. Mrs. Françoise
Dechesne was appointed Chair of the Board, with Mr. Hein
Brand as other member. The Supervisory Board normally
consists of three members and a search to fill the vacant
position was started immediately.
The independence requirements referred to in best practice
provisions 2.1.7 to 2.1.9 inclusive of the Dutch Corporate
Governance Code have been fulfilled and all members
meet the independence criteria.
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
The members of the Supervisory Board and its Committees
currently are: Mrs. Françoise Dechesne (Chair Supervisory
Board, member Remuneration and Nomination Committee
and member Audit Committee), Mr. Hein Brand (Chair Audit
Committee and Chair Remuneration and Nomination
Committee).
Once the new Supervisory Board member has been
appointed, these tasks and roles will be distributed again.
The profile for members of the Board as well as brief
resumes can be found at the Company’s website.
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 25 April 2022 stood at 41%
of the issued share capital.
The meeting approved the proposal to reappoint Mr. A.W.
de Vreede as CFO for a period of four years. Mr. de Vreede
was appointed in 2018 for a term of four years as director,
which term thus expired in 2022.
The meeting voted against the proposal to repurchase
shares and 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.
All voting results and the minutes of the AGM can be found
on the Company’s website.
The policy on communications between the Company and
its shareholders can be found on the website as well.
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.
A contract between the Company and the Stichting tot het
houden van preferente aandelen Wereldhave (the
Foundation) in relation to the preference shares entails the
granting to the Foundation of the right to, on a continuous
basis, take, if necessary in tranches, preference shares up
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Introduction Governance
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.
The Board of the Foundation consists of Mr. P. Bouw
(Chairman), Mr. S. Perrick and R. ter Haar who succeeded
Mr. R. de Jong in 2022. The Foundation is independent
from the Company within the meaning 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, or may
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
to 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. ESG
reporting 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 by the
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 business plans.
With this governance structure, Wereldhave is able to
embed sustainability more effectively into its daily
operations.
Diversity
We promote diversity and inclusion throughout our
workforce. With a Board of Management of only two
persons, Wereldhave focuses on diversity targets at
the level of the Management Team, where the female
gender representation is 20% currently. The female
gender representation at the senior management level
below the Management Team is 40%.
The female gender representation within the Supervisory
Board is currently 50%. Subject to approval of the proposed
appointment of Mr. William Bontes as Supervisory Board
member at the Annual General Meeting on 21 April 2023,
the female representation will be 33%, which is in line with
the targets as set in Wereldhave’s Governance Charter.
Dutch Corporate Governance Code
Wereldhave is compliant with the Dutch Corporate
Governance Code applicable to the year 2022. In the scope
of the Dutch Corporate Governance Code, as amended in
2016, and most recently in 2022, the Company maintains a
reconciliation table in which is set out how the principles of
the Dutch 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 understanding of risks and taking mitigating
measures enables Wereldhave to prevent risks to actually
occur, minimize losses of incidents and to optimally benefit
from opportunities. Risk management 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 toward 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 2022 on developments, the
outsourcing of activities in France, project management in
relation to the implementation of a new ERP system and
finance processes in Belgium.
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 2021,
no new high impact risks were identified. The arrow depicts
how the high impact risk assessment changed during the
year in comparison to the previous year. 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%. Direct
effects of physical risks are included in our BREEAM-in-use
assessments. Considering our asset base largely consists
of investment properties carried at fair value, we have
concluded that the effect of climate-related risks does
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 risks
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
• Total shareholder return
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
• Loan-to-Value
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
Grow rental income and drive property
returns of our assets to create value
Become a customer
oriented Company
Attract and
retain tenants
Be responsible, ambitious
and innovative
Maintain strong and
flexible financing
The high impact risks of the Group in relation to our strategy are:
Our strategic long-term objectives are to:
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Risk
Key controls Relates to strategic objective: KPI’s
Preventable risks
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 (GRESB, CDP)
• 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:
• Total return
• Total property return
• Loan-to-Value
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 year 2022 has been another turbulent one, following
two years of Covid-19 challenges. The economic landscape
changed rapidly with inflation and rising interest rates,
which have long been absent and have a significant
impact on the property markets. The Russian-Ukrainian
war escalated on 24 February 2022 with the invasion of
Ukraine. The hostilities led to the largest refugee crisis
in Europe since the second world war, with more than
9.5 million Ukrainians having to flee their country. The war
and subsequent sanctions against Russia also led to world-
wide food shortages and steep rises of prices in energy,
transport, wood, paper, steel, concrete and glass.
Throughout the economy, businesses are passing through
their higher costs. With the current tight market conditions
and unemployment in many countries at very low levels,
wages are also rising. At the end of the year 2022, inflation
in the Netherlands stood at an average of 9%, with a peak
at around 14% in October/November. For a property
investment company, higher inflation leads to increased
revenues from indexation of rents. However, on the
longer term, market rents for discretionary retail may
develop at a slower pace, if the combined level of rent and
service charges would become unaffordable. The steep
increases in building costs necessitates a more cautious
and prudent approach of transformation projects. For the
vast majority of the projects that have been committed by
Wereldhave, prices were already fixed and locked-in. For
the non-committed projects, the Company takes a cautious
stance and has decided to postpone € 59m of extension
projects. Consumer spending is under pressure, particularly
in segments such as F&B, Leisure and Electronics, but with
daily life convenience retail now making up for some 62%
of the Company’s rent roll, Wereldhave’s rental income has
become more resilient due to its transformation strategy
and due to the disposal of heavy fashion oriented French
assets in 2021.
In 2022, the Supervisory Board saw three key issues: the
debt profile, the organization structure and cost cutting
measures. These three topics were recurring throughout
the year. Changes to the organizational structure were
investigated in depth, with legal and fiscal advice in both
the Netherlands and Belgium to investigate whether the
dual listing structure in both countries could be combined.
Unfortunately, also due to time pressure as a result from
changes in legislation, the project was stalled. Wereldhave
still holds two French assets. The transformation of
Mériadeck with a new Food & Beverage project is well
underway and in Côté Seine several asset enhancement
initiatives are taken to further increase attractiveness
and value.
During the year 2022, good progress was also made to
improve the debt maturity profile. Wereldhave agreed
upon a new five year € 225m syndicated sustainability-
linked RCF and two bilateral facilities to a total of € 130m,
pushing out these maturities up to Q4 2027. Rent collection
rates also remained solid during the year despite the high
indexation.
The Supervisory Board is pleased to see that the LifeCentral
strategy is starting to bear fruit. Wereldhave posted a first
positive total result after a long range of negative total
results over the past years. The total result increased by
€ 289m from a negative € 213m for 2021 to a positive
€ 76m in respect of 2022. The value decrease of our
properties was limited to € 4.1m. Retailer sales are above
pre-Covid levels and overall leasing spreads are positive
again with flat leasing spreads in The Netherlands after
several years of negative spreads. Occupancy of the
commercial centers came out at 96.8%, the highest level
since 2014.
Composition and meetings of
the Supervisory Board
On 15 December 2022, Mr. Adriaan Nühn stepped down
from the Supervisory Board for personal reasons.
Mrs. Françoise Dechesne was appointed Chair of the Board,
with Mr. Hein Brand as other member. The Supervisory Board
normally consists of three members and a search to fill the
vacant position was started immediately. The Board of
Management and the members of the Supervisory Board
regretted to see Adriaan Nühn leave, but respect his personal
decision. Wereldhave would like to express its gratitude
toward Adriaan Nühn for the five and a half years of
chairmanship, in which he guided Wereldhave through a
difficult transformation.
Mr. Brand is temporarily chairing the remuneration committee
as well as the audit committee. Once the new Supervisory
Board member has been appointed, these tasks and roles will
Supervisory Board report
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Supervisory Board report
be distributed again. Diversity within the Supervisory Board is
at 50%, and with the new appointment to be made, either the
male of female representation will be at 33%, which is 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. Female gender representation is at 20%.
The female gender representation in the Netherlands and
Belgium at the operational and financial management level
below the Management Team is 40%.
A total of seventeen Supervisory Board meetings was held in
2022, with an overall attendance rate of 100%. Given the
limited size of the Board, the meetings of the Audit Committee
were combined with the meetings of the Supervisory Board.
Such combined meeting starts with the discussion of the
audit related topics. Mr. Brand chairs this part of the meeting
and Mr. Nühn, not a member of the Audit Committee, also
attended and participated 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. The Supervisory Board is
pleased with the improved debt profile of the Company
and the solid operational results, and wishes to express
its gratitude toward the Board of Management and all
employees of the Company for their hard work.
Financial statements
The Board of Management submitted the 2022 financial
statements and the Board’s Management Report to the
Supervisory Board. The Supervisory Board recommends
the adoption 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 2022 financial statements. The
Board of Management assessed that the 2022 results and
the current liquidity position allow to distribute a dividend of
€ 1,16 in cash per share to the shareholders, in compliance
with the fiscal dividend distribution requirement for the year.
This represents 5.5% dividend growth compared to last year
and is slightly below the Company’s dividend distribution
policy, which is 75-85% of the direct result per share. The
Supervisory Board supports this proposal.
Strategy
The Supervisory Board notes that due to the LifeCentral
Strategy, Wereldhave has become more defensive and
resilient. In 2022, three transformation projects were
completed - in Tilburg, Dordrecht and Coutrai - with over
98% leased. Despite the economic uncertainty, most of the
new units were fully pre-let, with a good mix of traditional
retail and mixed use. The mixed use tenants are mainly
focused on F&B and Health. Works to transform the Vier
Meren center in Hoofddorp have started and are expected
to be completed by Q2 2023. In the Koperwiek in Capelle
aan den IJssel, an eat&meet will also be completed in the
second quarter of 2023. These projects will be completed
on time and within budget, in spite of a spike in building and
construction costs.
Financing
The Supervisory Board actively monitors the financing
of the Company, including the balance sheet and the
available headroom against the loan covenants. 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, the achievement of the financial
objectives from the 2022 budget, the management agenda
and the portfolio valuations. The new € 225m syndicated
sustainability-linked RCF and two bilateral facilities totaling
€ 130m strengthened the liquidity profile substantially.
The net LTV landed at 42%, above the target of 35-40%.
In order to reach the target the Supervisory Board supports
the Board of Management in their decision to limit the
proposed dividend pay-out at 71% of the direct result per
share, reduce the transformation capex program by €59m
and their efforts to dispose one additional asset in the
Benelux (next to the remaining two French assets).
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 2023. The country budgets form the basis for
the Groups consolidated budget, which is also discussed
in the December meeting of the Board. ESG 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.
Although the Supervisory Board already saw the general
cost level decrease in 2022, the Supervisory Board and
the Board of Management extensively discussed the
opportunities to further reduce general costs.
The budget for 2023 was discussed and approved in
the Supervisory Board’s meeting in December 2022.
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Sustainability
The Supervisory Board is pleased that Wereldhave
continued its 9 year streak of a 5-star GRESB rating,
now ranking first of the listed European shopping center
companies. Wereldhave’s sustainability ambitions are
aligned with 6 of the 17 Sustainable Development Goals
of the United Nations.
In 2022 Wereldhave also continued its excellent reporting
performance with a seventh Gold Award for best practice
sustainability reporting from the European Public Real Estate
Association (EPRA). Wereldhave has been recognized for
leadership in corporate transparency and performance on
climate change by CDP, securing a place on its annual ‘A List’.
Wereldhave’s MSCI ESG rating stood at BBB, a downgrade
since 2021, mainly due to a high staff turnover ratio.
The Supervisory Board discussed the roadmap toward ESG
governance in a meeting in July 2022. The main target for
2023 is to deliver the required data to further document our
progress in realizing the Company’s 2030 SBTi climate and
2050 Paris net-zero targets.
Risk management
The risk management framework was redesigned in 2019
and has been reviewed annually since. The Internal Audit
function is performed by BDO. The internal audit plan for
2022 was discussed and agreed in March 2022, with
specific focus on the implementation plan of the new ERP
system. In 2022, focus was also placed on the outsourcing
of the asset management of the two remaining shopping
centers in France. Internal audit focus was put on lease
changes, rent collection, costs monitoring, compliance with
REIT regulations and the monitoring of data that are used
for the valuation of the assets. The third major topic related
to development projects, with project risks analysis with
respect to tendering, selection and commissioning of
suppliers, monitoring costs and progress against the
approved budgets. In Belgium, BDO conducted an internal
audit on Finance & Accounting, Tax and Rent collection by
assessing the design and effectiveness within these
processes. Lastly, BDO reviewed the ESG processes within
Wereldhave group. All findings were discussed in multiple
sessions in the combined meetings of the Audit Committee
and the Supervisory Board and will be followed up by BDO.
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 HR, customer experience, tax and legal
risks and ICT.
Culture within the Group was discussed in the October
meeting of the Supervisory Board, following an introduction
on the assessment of Culture by the group’s HR manager.
Main target is to improve the cooperation and synergy
between the local organizations in each country and
head office, to improve communication and inclusiveness
and increase focus on training and development. A new
performance evaluation cycle was introduced, with more
attention to personal development issues, whereas team
targets will be added to personal targets.
The Board of Management continued to use livestream
sessions with Q&A’s to update the entire international
staff. The culture within the Company is shifting toward
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 assets are the ultimate proof of this cultural
change toward a truly customer oriented strategy. In 2023,
Wereldhave will move its head office to a former theater
in the center of Amsterdam, an open office with a more
creative and inspiring environment, against lower general
costs. The new head office will showcase a different office
space post Covid, acting as a “clubhouse”.
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 the Code was eliminated. A breakdown of
Wereldhave’s position per best practice recommendation
of the 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
Every three years, the Supervisory Board seeks external
assistance to assess the functioning of the Supervisory
Board and its members. The next external evaluation will be
held in 2024, when the new composition of the Supervisory
Board is in place for at least a full year. In 2022, a
questionnaire was answered by each member and the
outcome was discussed in a Supervisory Board-only
meeting in November. Overall, the Supervisory Board feels
that the limited size of the Supervisory Board is making it
increasingly difficult to maintain the required expertise and
skillsets present within the Supervisory Board. An extensive
introductory program will be offered to the new incoming
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board member, with presentations by all heads of staff and
visits to the most important assets of the Company. The
Supervisory Board decided to maintain both the Audit as
well as the Remuneration Committee of the Supervisory
Board, in spite of the small size of the Supervisory Board.
Where possible, meetings will be combined with full board
meetings, discussions being held under changing
chairmanship depending on the topic. Audit related topics
will be chaired by the Chairman of the Audit committee,
Remuneration related topic by the Chair of the
Remuneration Committee. During the period between the
stepping down of Mr. Nühn and the appointment of a new
Supervisory Board member, Mr. Hein Brand took the chair of
both committees.
The evaluation of the Board of Management was performed
in December 2022. The Supervisory Board decided to
nominate Mr. Matthijs Storm, CEO, for reappointment for
a period of four years, thus ending in April 2027. The
remuneration levels remain unchanged.
No transactions with a potential conflict of interest with
Supervisory Board members were reported by members of
the Supervisory Board in 2022.
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. The Audit Committee held five combined meetings
in 2022 to discuss the 2021 FY results, the Annual Report
for 2021, the quarterly results for 2022 and the budget for
2023. All meetings 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 2022 at €1,16 per share was
approved in February 2023. The retained funds will be
used for the continued transformation of the portfolio.
The audit plan 2022 by KPMG was discussed and approved
in the July meeting of the Audit Committee. Mr. W. Paulissen
is the lead partner for the audit. In the AGM on 21 April
2023, the reappointment of KPMG for a further two years,
from 2023 up to and including 2024, will be proposed.
The Audit Committee ascertained that the internal audit
function performed well. The internal audit plan is updated
annually, tailored to the most recent developments, in close
consultation with KPMG. 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 consisted of Mrs. F. Dechesne (Chair)
and Mr. A. Nühn. When Mr. Nühn stepped down in
December 2022, Mr. Brand temporarily took the Chair
of the Committee. Two meetings were held in 2022,
in February and September.
There were no changes to the remuneration policy
and remuneration targets and levels did not change.
The committee also prepared the evaluation of the
members of the Board of Management. In the AGM on 21
April 2023, the reappointment of Mrs. Dechesne will be
proposed, for a second term of four years, ending at the
end of April 2027. In addition, the Supervisory Board
proposes the nomination of Mr. William Bontes. The profile
of this nomination can be found on the Company’s website.
The Supervisory Board is convinced that the expertise and
skillset of the candidate closely matches the requirements,
given the changes in composition of the Board. Mr. William
Bontes will be nominated for a four year’s term, ending at
the end of April 2027.
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 Supervisory Board are
published in the Annual Report.
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Finally
The Supervisory Board acknowledges that the performance
of the Group has been delivered by committed and loyal
staff and a Board of Management that seeks to continuously
improve and pushes the Company forward in this strategy.
The Supervisory Board would like to thank the Board of
Management as well as the entire staff for their achievements.
On behalf of the Supervisory Board,
Françoise Dechesne,
Chair of the Supervisory Board
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Chapter 1:
Wereldhave N.V. remuneration policy
2020 onwards
The remuneration policy 2020 and onwards was adopted
by the General Meeting of Shareholders on 24 April 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.
It 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. 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 2022 Wereldhave N.V.
This report consists of three chapters. The first contains an explanation of the current policy for the remuneration of
the 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 2022.
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Remuneration report 2022 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 and
retain 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 aims
to 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,
a balanced approach is chosen. When reviewing
the remuneration policy, relevant stakeholders are
consulted, including employee representatives.
The measures 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).
To emphasize 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. Based
on 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
than a 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),
PSP Swiss 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) has been
designated as replacement. The listing of Deutsche
Euroshop was terminated in 2022 and therefore replaced
by Hammerson (GB).
This peer group serves both for assessing the remuneration
levels as measuring relative Total Shareholder Return
(“TSR”) performance. Given the size of the significantly
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 1 January 2023, fixed income per annum is set at
€ 641,163 for the CEO and € 462.810 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 October 31
of the current year and the previous year.
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
the STI.
The targets are taken from the Company strategy, which are
fixed for the coming remuneration policy period (3-4 years).
The targets and weights for 2022 were 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)
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 20% of STI NPS = 25 NPS = 28 NPS = 32
Average footfall increase y-o-y of continued operating shopping centers 20% of STI 0% 2% 3%
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
the customer 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
a maximum of 1.5 times (150%) the short-term incentive (of
40% 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 2022 were securing liquidity and
the delivery of Full Service Centers.
The Supervisory Board has set the 2023 STI targets. The “At
Target” level for the footfall target is set at an increase of 1%.
The “At Target” level for the for the NPS score is set at +23.
The individual 2023 STI targets for board members will be
disclosed in the 2023 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:
if TSR 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 28 April 2020
(ex-dividend date)
• Grant LTI 2020: 29 April 2020
• Performance period 1 January 2020 up to
31 December 2022
• Vesting period 29 April 2020 up to 28 April 2023
• Holding period 29 April 2023 up to 28 April 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).
The GRESB 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. It is
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. If
GRESB 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.
The Supervisory Board is also authorized to withdraw
conditional long-term benefits in exchange for a cash
payment at market value, if circumstances require. The
Supervisory 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
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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 € 128.810 as of 1 January 2023. Due to previous benefits
prior to their employment by Wereldhave, the CEO and CFO
are receiving an additional gross pension contribution of
€ 67.055 per annum and € 42.625 respectively for the year
2023. These amounts are subject to indexation annually
with the Dutch Consumer Price index (Eurostat) over the
period between 31 October 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 24 April 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.
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,
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to reflect the time spent and the responsibilities of the role.
In preparing 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.
2022 remuneration
Fixed fee (in €)
Chairman 64,480
Vice-Chairman 47,285
Members 42,986
Audit Committee fee
Chair 10,209
Member 7,523
Remuneration and Nomination Committee fee
Chair 8,597
Member 5,624
Amounts 2021 indexed with 3.4% for 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. The indexation for 2023 came out at 14.3%, but was
voluntarily capped at 11%.
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.
No loans 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 new
Supervisory Board members (“sign-on bonus”). The
agreements 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 2022
Introduction
This report describes how the remuneration policy
was executed in 2022. There were no changes in the
composition of the Board of management. Mr. Nühn
stepped down from the Supervisory Board as per
15 December 2022.
Performance in 2022
Wereldhave’s direct result for 2022 totaled € 79.8m. Gross
rental income amounted to € 140.9m, down from € 161.8m
the previous year, because of disposals in France. Excluding
this disposal effect, our DRPS increased by 13%. Property
expenses decreased from € 31.3m to € 18.5m.
Disposals also resulted in a decrease in net rental income
for 2022 to € 115.2m, compared with € 124.7m in 2021.
General costs amounted to € 11.7m, slightly up from € 11.3m
in 2021. This was driven mainly by the indexation of wages
and the effect of high inflation on recurring costs. Cost
awareness remains a priority for management.
Our indirect result for 2022 amounted to € -3.8m, including
revaluations in our property portfolio of € -4.1m. At 31
December 2022, our EPRA net tangible assets (NTA) stood
at € 21.73 per share, an increase of 0.9% compared with
previous year.
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Remuneration Board of Management for
the financial year 2022
Wereldhave applies fixed income levels that are set for the
entire 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 reappointed in
2022 for a period of four years, expiring in April 2026. The
indexation of the fixed salary was voluntarily capped at 11%,
with the contractual indexation of October-October at 14.3%.
The indexed fixed annual remuneration of Mr. de Vreede as
per 1 January 2023 amounts to € 462.810 per annum, with
short-term variable pay in line with the current remuneration
policy and target setting.
Mr. Matthijs Storm was appointed in 2019 until 2023. His
reappointment will be proposed at the AGM on 21 April
2023 for a period of four years, until the end of April 2027.
The indexation of the fixed salary was voluntarily capped
at 11%, with the contractual indexation of October-October
at 14.3%. The indexed fixed annual remuneration as per
1 January 2023 amounts to € 641,163 per annum, with
short-term variable pay in line with the current remuneration
policy and target setting.
There are currently 3 LTI schemes in place. Dividends
during the vesting period will be reinvested and added to
the scheme. The LTI for the year 2020 will only vest for the
25% GRESB related part of the scheme. As Wereldhave
ended at the 11th place against its peers, the 75% TSR
related part of the scheme will not vest.
Current schemes are detailed below:
Overview of current share plans
2022
Name Position Plan
Performance
period Date initial grant Initial grant Vesting date
As of
1 January Granted
Reinvested
dividends Vested Forfited
As of 31
December
Matthijs Storm CEO LTI 2020 LTI 2020 28 April 2020 46,032 28 April 2023 47,648 - 3,284 - - 50,932
Matthijs Storm CEO LTI 2021 LTI 2021 28 April 2021 23,537 28 April 2024 23,537 - 1,622 - - 25,159
Matthijs Storm CEO LTI 2022 LTI 2022 27 April 2022 21,715 27 April 2025 - 21,715 - - - 21,715
Dennis de Vreede CFO LTI 2020 LTI 2020 28 April 2020 33,227 28 April 2023 34,393 - 2,371 - - 36,764
Dennis de Vreede CFO LTI 2021 LTI 2021 28 April 2021 16,990 28 April 2024 16,990 - 1,170 - - 18,160
Dennis de Vreede CFO LTI 2022 LTI 2022 27 April 2022 15,674 27 April 2025 - 15,674 - - - 15,674
Variable pay
(in €) Fixed income
Company car and
other fringe benefits STI LTI Extraordinary items
Pension contribution
and compensation Total remuneration
Relative proportion
fixed/variable
Matthijs Storm, CEO, 01-01/31-12 577,625 24,000 277,260 346,575 22,216 80,088 1,327,764 53/47
Dennis de Vreede, CFO, 01-01/31-12 416,945 19,800 200,134 250,167 16,036 67,281 970,363 54/46
1 Amount for which conditional shares were purchased in accordance with LTI scheme
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Severance payment
During 2022, there were no directors who were entitled to
a severance 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.
Extraordinary items
This amount relates to the disposal of extra statutory leave
that was not taken up by the members of the board. In line
with general regulations for the group, these days were sold
to the Company, with prior approval from the Supervisory
Board.
Calculation STI 2022
There were no discrepancies between the estimated MSCI
score for 2021 and the amounts published in the 2021
remuneration report.
As in 2022, 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 2023 and the final
calculation and payment of the STI for 2022 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 2022 calculation as provided
in this report will be explained in the remuneration report
for the year 2023. With due observance of the above, the
performance in 2022 against the STI targets as set out on
page 68 was at follows:
STI outcome 2022
STI Targets Weight Outcome Score STI pay-out
Total return continued operating shopping centers
(calculated as EBIT + valuation result)
Belgium 25% of STI Belgium +6.1% vs MSCI index Belgium +4.0%, delta +2.1% 150% 25% x 150% x 40% = 15%
Netherlands 25% of STI Netherlands +7.2% vs MSCI index Netherlands +4.0%, delta +3.2% 150% 25% x 150% x 40% = 15%
Net Promoter Score Visitors 20% of STI NPS = 25 0% 20% x 0% x 40% = 0%
Average footfall increase y-o-y of
continued operating shopping centers 20% of STI 16.7% 150% 20% x 150% x 40% = 12%
Individual target Board members
5% of STI Delivery of 3 Full Service Centers above 92% let 150% 5% x 150% x 40% = 3%
5% of STI Refinance on unsecured basis 150% 5% x 150% x 40% = 3%
Total 2022 STI outcome 48.0%
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 2% (at target) and the NPS target was raised to +28
(at target).
The individual targets for 2022 were improving the liquidity
and delivery of Full Service Centers. Both targets have
scores above target.
Calculation LTI 2022
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 € 346,575 resulted in
21,715 shares that are held on a conditional and blocked
account, with vesting in 2025. For Mr. de Vreede, an
amount of € 250,167 resulted in 15,674 shares that are held
on a conditional and blocked account, with vesting in 2025.
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Shares vesting in 2022
During the year 2022 no share plans vested.
Share ownership Board of Management
As of 31 December 2022, Mr. de Vreede holds 8,000
private shares in Wereldhave, Mr. Storm holds 10,061 private
shares in the Company.
As at 31 December 2022, the total number of LTI shares for
Mr. Storm stood at 97.806 conditional shares and for Mr. de
Vreede at 70.598 conditional shares (see table below).
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 28 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 28
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.
Pension
Wereldhave’s collective pension scheme in the Netherlands
is a defined contribution scheme which applied a maximum
pensionable income of € 114,866 per 1 January 2022.
This amount is indexed annually. The CEO and CFO
received an additional gross pension contribution of
€ 60,409 per annum and € 38,401 respectively. 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
No transactions with a potential conflict of interest were
reported by members of the Supervisory Board or the
Board of Management in 2022. No loans were issued
to members of the Board of Management.
(in €) Fixed STI LTI Vested LTI
Extraordinary
items
Company car
and other fringe
benefits
Pension
contribution and
compensation
Total
compensation Direct result Indirect result
Average
employee pay Pay ratio
CEO
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
2022 577,625 277,260 346,575 - 22,216 24,000 80,088 1,327,764 79,8m -3,8m 114,764 11.6
CFO
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
2022 416,946 200,134 250,168 - 16,036 19,800 67,281 970,365 79,8m -3,8m 114,764 8.5
1 Amount for which conditional shares were purchased in accordance with LTI scheme
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Remuneration of the Supervisory Board
In line with the 2020 remuneration policy, the remuneration
of the 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.
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 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.
(x € 1,000) 2022 2021 2020 2019 2018
A. Nühn (from 22 April 2017 till 15 December 2022) 68 68 66 65 54
H. Brand (from 22 April 2017) 57 56 53 48 33
F. Dechesne (from 1 July 2019) 60 57 52 27 -
G. van de Weerdhof (from 22 April 2016 until 24 April 2020) - - 17 49 40
L. Geirnaerdt (from 22 April 2016 until 30 June 2019) - - - 27 48
H.J. van Everdingen (until 31 January 2019) - - - 3 38
Total 185 181 188 219 213
Statement by the Board of Management
Statement by the Board of Management
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Statement by the Board of Management
Statement by the Board of Management
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 2022 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 31 December 2022, and of the 2022 consolidated
income statement and cash flows of Wereldhave N.V.;
• the Annual Report provides a true and fair view of the
situation as at 31 December 2022, and the state of
affairs during the financial year 2022, together with
a description of the main risks faced by the Group.
Schiphol, 10 March 2023
Matthijs Storm,
CEO
Dennis de Vreede,
CFO
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.
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Alternative performance measures
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 25.
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 25) 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 140).
Direct result attributable to owners of € 65.2m divided by
the average number of shares of 40.1m results in € 1.63
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 88.
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 88.
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 88.
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 88 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 € 885.7m plus EPRA NRV adjustments € 83.7m
divided by the number of outstanding shares 40.1m =
€ 24.21 per share.
EPRA NTA
IFRS NAV excluding intangibles, the fair value of derivatives
and 50% of the fair value of the deferred tax liabilities.
IFRS NAV € 885.7m minus EPRA NTA adjustments € 15.6m
divided by the number of outstanding shares 40.1m =
€ 21.73 per share.
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EPRA NDV
IFRS NAV including the fair values of financial debt. IFRS NAV
€ 885.7 plus EPRA NDV adjustments € 40.5m divided by
the number of outstanding shares 40.1m = € 23.13 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 25.
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 € 115.2m
divided by external interest expenses of € 19.5 gives an
interest coverage ratio of 5.9x. The external interest is
part of the net interest costs of € 23.5m as presented in
note 30 in the financial statements.
Net debt
Net debt is the sum of the non-current and current
interest bearing liabilities of € 856.8m less cash and
cash equivalents of € 14.4m gives € 842.4m.
Net debt for LTV
Net debt for LTV is the sum of the non-current and current
interest-bearing liabilities of € 856.8m less cash and cash
equivalents of € 14.4m and the effect of the hedged foreign
currency movements of the debt of € -1.4m which totals
€ 841.0m.
Net LTV
Net Loan-to-value (LTV) is the ratio of net debt for LTV to the
aggregate 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
€ 841.0m divided by € 1,985.4m = 42.4%. Reference is
made to note 5 and 17 in the financial statements.
EPRA LTV
The calculation of the EPRA loan-to-value (LTV) is based on
net debt divided by net assets as defined by EPRA and
based on a proportional consolidation of non-controlling
interests. Reference is made to the EPRA tables on page 88.
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
of let units as a percentage of the total estimated rental
value of the portfolio, excluding development properties.
It includes 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 table on page 29 and note 5 in the financial
statements. EPRA Occupancy = 100% minus EPRA Vacancy
rate (EPRA tables).
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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 € 1,123.2m minus Intangible
assets of € 0.4m divided by balance sheet total € 2.098.1m
minus Intangible assets of € 0.4m gives a solvency of 53.5%.
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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Basis of preparation
Qualifying notes ESG reporting
Materiality
Property portfolio
EPRA performance measures
Five-year performance tables
Share performance
Additional information
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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
International Integrated Reporting Council (IIRC). The report
focuses on the operational, financial and sustainability
performance for the financial year 2022 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.
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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Basis of preparation
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 2021 and the first three quarters for 2022 are
reported on. The same methodology is applicable for 2021.
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 2021/22, 88%
of the total portfolio GLA was within our reporting
boundaries, and therefore included in the absolute portfolio
disclosures. For 2022 the absolute data disclosed for all
energy and greenhouse gas emissions performance
indicators is for 29 out of 34 retail properties
1
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 2021/22,
for the like-for-like figures, 31 out of 34 retail assets are
included.
1 On object level
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 1 Dutch non-core office was estimated
based on previous year, all other data is from actual
consumption. Emission factors are based upon the
European Environment Agency for electricity and gas
consumption 2022, and the Covenant of Mayors for
electricity and gas consumption for 2021, while district
heating is based on the US Environmental Protection
Agency for France, and for the Dutch sites on Eneco and
Vattenfall “warmte-etiket”.
Carbon flow analysis diagram, 2021
In line with the GHG Protocol, leased cars data was
allocated to either scope 1: Mobile Combustion (in case of
fuel-powered vehicles) or scope 2: Purchased electricity
(in case of electric vehicles) in the 2021 assessment.
This shifts some emissions previously categorized as
scope 1 to scope 2. For the calculation of emissions in
scope 3, category 1 (purchased goods and services) and
2 (capital goods), procurement data on goods, services
and capital goods is matched to product categories from
an environmental input-output database (Exiobase input
output tables). Sector-specific emission factors from
economic input-output tables can then be used to calculate
GHG emissions for procurement activity data in euros.
This lowered the calculated emissions from purchased
goods and services and capital goods by more than half.
For category Fuel & Energy Related Activities not in S1 or
S2, we updated emission factors from BEIS (2020) to BEIS
(2021). This leads to a small increase in the calculated
emissions in this category.
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, the Netherlands and
France except from 2 assets in Tilburg. Waste and water
data is not normalized.
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Introduction Additional information
Qualifying notes ESG reporting
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.
Reporting guideline reference tables
Wereldhave aims to report in line with multiple
sustainability-related reporting guidelines, i.e. EPRA’s
Sustainability performance measures, the GRI Sustainability
Reporting Standards and the Principles of the Integrated
Reporting (IR) framework. The specific information
requested by these guidelines is reported in this Integrated
Annual Report. Wereldhave has published reference
tables for each of the guidelines (EPRA, GRI and IR) on
https://www.wereldhave.com/portfolio-strategy/
sustainability/sustainability-reports/.
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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 (m
2
)
Parking spaces
Owned
Parking spaced
Total
Year of
acquisition
Year of
construction/
renovation
Annual
theoretical rent
(x € 1m) Visitors (m)
Presikhaaf, Arnhem 1 31,990 - 1,244 2015 2018-2020 5.1 4.7
Kronenburg, Arnhem 41,091 1,300 1,300 1988 2015 9.9 4.9
De Koperwiek, Capelle aan den IJssel 31,101 270 900 2010-2014 2017-2022 7.6 5.7
Sterrenburg, Dordrecht 17,563 442 572 2015 1993, 2022 4.1 3.7
Middenwaard, Heerhugowaard 35,786 1,345 1,850 2015 2011, 2018 8.8 6.1
Vier Meren, Hoofddorp 32,085 819 2,526 2014 2022-2023 7.6 5.3
Winkelhof, Leiderdorp 19,496 825 825 1993 1999, 2020 5.0 3.4
Cityplaza, Nieuwegein 50,195 783 1,994 2015 2012 12.6 6.1
Eggert, Purmerend 20,446 274 274 2010 2015-2017 4.3 4.0
Roselaar, Roosendaal 18,251 - 1,312 2010-2014 2015-2016 4.4 4.5
Emmapassage, Tilburg 11,023 - 300 2015 2020-2022 2.8 n.a.
Pieter Vreedeplein, Tilburg 23,358 - 780 2015 2008 3.4 6.2
Heuvelstraat-Frederikstraat, Tilburg 13,401 - - 2015-2019 2016-2017 1.4 n.a.
Total 345,784 77.0 54.5
1. Excludes units held for sale
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Property portfolio
Belgium
Shopping Centers
Lettable area
(m
2
)
Parking spaces
Owned
Parking spaced
Total
Year of
acquisition
Year of
construction/
renovation
Annual
theoretical rent
(x € 1m) Visitors (m)
Ring Kortrijk, Courtrai 33,045 2,000 2,000 2014 2005, 2022 8.2 3.3
Shopping 1, Genk 21,876 1,250 1,250 2010 2014 4.6 4.1
Stadsplein, Genk 15,415 44 44 2012 2008 2.8 n.a.
Overpoort, Ghent 3,960 - - 2012 2014 0.6 n.a.
Belle-Île, Liège 30,303 1,641 1,641 1994 2020 12.2 3.5
Nivelles-Shopping, Nivelles 28,143 1,500 1,500 1984 2012 10.2 3.3
Les Bastions Retailpark, Tournai 10,348 360 360 2016 2016 1.2 n.a.
Les Bastions Shopping, Tournai 34,890 1,450 1,450 1988 2018 9.5 4.2
Waterloo, Waterloo 3,509 - 95 2010 1968 0.9 n.a.
Turnhout Retailpark, Turnhout 2 19,804 765 765 2018 1970 2.5 n.a.
Bruges Retailpark, Bruges 2 20,958 650 650 2018 1970 2.8 n.a.
Sub total 222,251 55.6 18.4
Offices
The Sage, Antwerp
39,631 764 764 1999 2021 5.9 n.a.
The Sage, Vilvoorde
22,861 630 630 1998 1999, 2022 3.3 n.a.
Sub total 62,492 9.2 -
Total 284,743 64.8 18.4
France
Shopping Centers
Lettable area
(m
2
)
Parking spaces
Owned
Parking spaced
Total
Year of
acquisition
Year of
construction/
renovation
Annual
theoretical rent
(x € 1m) Visitors (m)
Côté Seine, Argenteuil 19,455 - 1,350 2014 2010 5.6 5.0
Mériadeck, Bordeaux 24,450 - 1,300 2014 2008 7.1 6.2
Total 43,905 12.7 11.2
Overall 674,432 154.5 84.2
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EPRA performance measures
The EPRA Best Practices Recommendations published on February 2022 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
2022 2021 2022 2021
Page
(€ /share) (€ /share)
1. EPRA Earnings (in €m) 88 56.3 67.6 1.41 1.68
2. EPRA NAV Metrics 89
EPRA Net Reinstatement Value (in €m) 969.4 960.2 24.21 23.93
EPRA Net Tangible Assets (in €m) 870.1 864.3 21.73 21.54
EPRA Net Disposal Value (in €m) 926.2 838.3 23.13 20.89
3. EPRA Net Initial Yield 90
EPRA Net Initial Yield 6.4% 6.0%
EPRA 'Topped-up' Net Initial Yield 6.6% 6.2%
4. EPRA Vacancy Rate 90 4.2% 5.1%
5. EPRA Cost Ratio 91
EPRA Cost Ratio including direct vacancy costs 30.4% 32.2%
EPRA Cost Ratio excluding direct vacancy costs 28.4% 30.1%
6. EPRA LTV 92
47.9% 47.3%
7. Investment Property Reporting 93
1. EPRA earnings
(in €m unless otherwise stated) 2022 2021
Earnings per IFRS income statement 76.0 -213.3
Adjustments to calculate EPRA earnings, exclude:
(i) Changes in value of investment properties, development
properties held for investment and other interests 4.1 65.9
(ii) Profits or losses on disposal of investment properties,
development properties held for investment and other
interests 4.5 228.4
(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 -13.7 1.2
(vii) Acquisition costs on share deals and non-controlling
joint venture interests - -
(viii) Deferred tax in respect of EPRA adjustments - -1.5
(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 -14.6 -13.1
EPRA Earnings 56.3 67.6
Weighted average number of shares outstanding during period 40,071,882 40,146,461
EPRA Earnings per share (in €) 1.41 1.68
Company specific adjustments:
(a) Non-current operating expenses 8.9 7.7
(b) Non-recurring taxes - -
Direct Result 65.2 75.3
Direct Result per share (in €) 1.63 1.88
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EPRA performance measures
2. EPRA NAV measures
(in €m unless otherwise stated) 31 December 2022 31 December 2022 31 December 2022 31 December 2021 31 December 2021 31 December 2021
EPRA NRV EPRA NTA EPRA NDV EPRA NRV EPRA NTA EPRA NDV
IFRS Equity attributable to shareholders 885.7 885.7 885.7 866.8 866.8 866.8
Include/exclude - - - - - -
Hybrid instruments - - - - - -
Diluted NAV 885.7 885.7 885.7 866.8 866.8 866.8
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 885.7 885.7 885.7 866.8 866.8 866.8
Exclude
v) Deferred tax in relation to the fair value gains of IP - - - -
vi) Fair value of financial instruments -15.2 -15.2 - -2.0 -2.0
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 - -0.4 - - -0.5 -
Include:
viii) Fair value of fixed interest rate debt - - 40.5 - - -28.5
ix) Revaluation of intangibles to fair value - - - - - -
x) Real estate transfer tax 98.9 - - 95.4 - -
NAV 969.4 870.1 926.2 960.2 864.3 838.3
Fully diluted number of shares 40,047,140 40,047,140 40,047,140 40,124,327 40,124,327 40,124,327
NAV per share (in €) 24.21 21.73 23.13 23.93 21.54 20.89
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3. EPRA Net Initial Yield and ‘Topped-up’ Initial Yield
(in €m) 31 December 2022 31 December 2021
Fair value investment properties determined
by external appraisers 1,970.5 1,910.5
Less developments and parkings -29.4 -42.3
Completed property portfolio 1,941.0 1,868.2
Allowance for estimated purchasers' costs 102.9 98.8
Gross up completed property portfolio valuation (A) 2,044.0 1,967.0
Annualized cash passing rental income 143.4 129.6
Property outgoings -12.1 -11.6
Annualized net rents (B) 131.3 118.0
Add notional rent expiration of rent free periods or
other lease incentives 2.7 3.0
Topped-up net annualized rent (C) 134.0 121.0
EPRA Net Initial Yield (B/A) 6.4% 6.0%
EPRA 'topped-up' Net Initial Yield (C/A) 6.6% 6.2%
4. EPRA Vacancy Rate
The EPRA vacancy rate was reduced from 5.1% to 4.2% as result of leasing activities in
all countries.
2022
(in €m)
Gross
rental
income
Net
rental
income
Surface
owned
Annualized
gross rent
Annual
theoretical
rent
Estimated
rental
value of
vacant
space
Estimated
rental
value
EPRA
vacancy
rate
Belgium 62.0 53.0 284.7 61.5 64.8 2.9 59.9 4.8%
France 10.4 6.7 43.9 11.3 12.7 0.4 12.0 2.9%
Netherlands 68.6 55.5 345.8 72.9 77.2 2.7 69.7 3.9%
Total portfolio 140.9 115.2 674.4 145.6 154.7 6.0 141.7 4.2%
1 Excluding developments
2 Excluding parking income
2021
(in €m)
Gross
rental
income
Net
rental
income
Surface
owned
Annualized
gross rent
Annual
theoretical
rent
Estimated
rental
value of
vacant
space
Estimated
rental
value
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
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5. EPRA cost ratio
(in €m) 2022 2021
Property expenses 18.5 31.3
General costs 17.4 18.9
Other income and expense 3.4 0.2
(i) Administrative/operating expense line per IFRS income statement 39.2 50.4
(ii) Net service charge costs / fees 7.3 5.8
(iii) Management fees less actual/estimated profit element - -
(iv) Other operating income/recharges intended to cover overhead
expenses less any related profits
-5.3 -6.6
(v) Share of Joint Venture expenses - -
Exclude (if part of the above):
(vi) Investment Property depreciation - -
(vii) Ground rent costs -0.3 -0.1
(viii) Service charge costs recovered through rents but not separately
invoiced
- -
Costs (including direct vacancy costs) (A) 40.9 49.6
(ix) Direct vacancy costs -2.6 -3.2
Costs (excluding direct vacancy costs) (B) 38.3 46.3
(x.a) Gross rental income less ground rent costs - per IFRS 140.6 161.7
(x.b) Less: Other operating income/recharges intended to cover
overhead expenses -5.9 -7.9
(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) 134.8 153.8
EPRA Cost Ratio (including direct vacancy costs) (A/C) 30.4% 32.2%
EPRA Cost Ratio (excluding direct vacancy costs) (B/C) 28.4% 30.1%
Operating and general expenses directly attributable to properties under development are
capitalized during the period that the property is unavailable for letting. For 2022 an amount
of € 5.9m was capitalized (2021: € 6.7m).
General costs in 2021 include € 5.8m relating to the closure of the French office. See also
Note 28 to the Consolidated Financial Statements.
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6. EPRA LTV
(in €m unless otherwise stated) 31 December 2022 31 December 2022 31 December 2022 31 December 2021 31 December 2021 31 December 2021
Group
(as reported)
1
Non-controlling
interests
2
Combined
Group
(as reported)
Non-controlling
interests Combined
Borrowings from Financial Institutions
3
767.4 -55.6 711.7 717.3 -37.5 679.8
Commercial Paper
3
59.8 -20.2 39.5 67.3 -22.9 44.3
Hybrids (including convertibles, preference shares, debt, options, perpetuals) - - - - - -
Bond loans
3
32.0 -10.8 21.2 32.0 -10.9 21.1
Foreign currency derivatives (futures, swaps, options, and forwards)4 -1.4 - -1.4 4.2 - 4.2
Net payables
5
43.4 -4.3 39.1 49.3 -3.5 45.8
Owner-occupied property (debt) - - - - - -
Current accounts (equity characteristic) - - - - - -
Exclude: Cash and cash equivalents -14.4 3.5 -10.8 -26.8 2.4 -24.4
Net debt (a) 886.7 -87.4 799.3 843.3 -72.5 770.8
Owner-occupied property - - - - - -
Investment properties at fair value
6
1,948.6 -314.2 1,634.4 1,897.4 -308.9 1,588.5
Properties held for sale 0.7 - 0.7 6.5 -1.1 5.4
Properties under development
6
36.2 -4.8 31.3 26.6 -4.6 22.0
Intangibles 0.4 0.0 0.4 0.5 0.0 0.5
Net receivables - - - - - -
Financial assets
7
0.6 -0.2 0.4 1.2 13.5 14.7
Total Property Value (b) 1,986.4 -319.2 1,667.2 1,932.2 -301.2 1,631.0
EPRA Loan to Value (a/b) 44.6% 47.9% 43.6% 47.3%
1 In both 2021 and 2022, the Group did not have shares in Joint Ventures or Material Associates.
2 The Group's % of non-controlling interest was 33.84% at 31 December 2022 and 34.10% at 31 December 2021, respectively.
3 Refer to note 17 of the financial statements. Amortized costs (2022: € 2.3m and 2021: € 1.7m) were added back to arrive at nominal value.
4 Relates to the foreign currency portion of derivatives as included in the financial statements.
5 Net balance of current liabilities (excluding current interest-bearing liabilities and derivatives) plus pension plan obligations and tenant deposits as disclosed in note 18 of the
financial statement less current assets (excluding cash and cash equivalents and derivatives) and less deposits paid and other financial assets as disclosed in note 8 of the financial statements
6 Refer to note 5 of the financial statements. Excludes the fair value of ground rent of € 15.3m (2021: € 15.3m).
7 Refer to loans as disclosed in note 8 of the financial statements.
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7. Investment Property Reporting
Investment property is carried at fair value in accordance with note 3.6 of the financial
statements. Further information on our property portfolio is disclosed on page 86 to 87.
Information in relation to ongoing transformations is provided on page 18.
Capital expenditure
(in €m) 2022 2021
Acquisitions - -1.0
Developments 36.0 16.1
Investment properties 27.0 27.6
Capitalized interest 0.8 0.7
Total Capex 63.8 43.4
Conversion from accrual to cash basis -4.4 -3.8
Total Capex on cash basis 59.4 39.6
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 years Annual rent (in €m) of leases expiring in
to break to expiry Year 1 Year 2 Year 3-5
Belgium 2.0 6.6 2.8 3.1 15.1
France 1.9 5.2 1.3 1.3 1.8
Netherlands 3.0 4.2 6.7 9.8 22.8
Total portfolio 2.5 5.3 10.7 14.1 39.7
1 Indefinite contracts are included for one year
Investment property – like-for-like net rental income
(in €m)
Properties
owned
throughout
2 years Acquisitions Disposals
Develop-
ment Other
Total net
rental
income
2022
Belgium 52.9 - - - 0.1 53.0
France 6.7 - - - -0.1 6.7
Netherlands 45.7 - 0.1 9.4 0.2 55.5
Total portfolio 105.4 - 0.1 9.4 0.2 115.2
2021
Belgium 46.7 - - - 0.5 47.3
France 6.8 - 15.2 - 0.2 22.2
Netherlands 43.3 - 2.7 9.1 0.1 55.2
Total portfolio 103.6 - 17.6 2.9 0.5 124.7
EPRA Like-for-like net rental income (NRI) growth for the total portfolio was 8.8% in 2022
(2021: 4.0%). EPRA Like-for-like NRI growth is determined by comparing NRI growth for the
part of the portfolio that has been consistently in operation, and not under development,
during the two full preceding periods that are described. This is determined on a unit-by-unit
basis.
Summary investment properties
Shopping centers Offices Total
(in €m)
market
value
annual
theoretical
rent
market
value
annual
theoretical
rent
market
value
annual
theoretical
rent
Belgium 848.8 55.6 100.5 9.2 949.2 64.8
France 175.3 12.7 - - 175.3 12.7
Netherlands 875.6 77.2 - - 875.6 77.2
Total portfolio 1,899.6 145.5 100.5 9.2 2,000.1 154.7
1 excluding parking and residential
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Financial statements
Introduction Additional information
Summary of the valuation adjustments of the investment properties
(in €m)
market
value
revaluation
in 2022
Shopping
centers Offices Total
Belgium 949.2 -1.7 -0.4% 1.6% -0.2%
France 175.3 0.5 0.3% - 0.3%
Netherlands 875.6 -2.9 -0.3% - -0.3%
Total portfolio 2,000.1 -4.1 -0.3% 1.6% -0.2%
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Introduction Additional information
Five-year performance tables
Result (in €m)
2018 2019 2020 2021 2022
Net rental income 166.4 171.5 133.0 124.7 115.2
Result -55.6 -318.9 -194.2 -213.3 76.0
Direct result 146.7 128.6 92.9 88.5 79.8
Indirect result -202.3 -447.5 -287.1 -301.8 -3.8
1 From continuing operations
Net rental income geographical distribution (in %)
2018 2019 2020 2021 2022
Belgium 25% 31% 33% 38% 46%
Finland 14% - - - -
France 20% 22% 17% 18% 6%
Netherlands 41% 47% 50% 44% 48%
Total 100% 100% 100% 100% 100%
Balance sheet (in €m)
2018 2019 2020 2021 2022
Investment property in operation 3,220.2 2,839.3 2,518.9 1,912.7 1,963.9
Investment property under construction 60.0 67.4 58.7 26.6 36.2
Shareholders’ equity 1,744.5 1,319.6 1,124.3 866.8 885.7
Interest-bearing debt 1,358.3 1,335.7 1,252.8 814.9 856.8
1 Including lease incentives.
Investment portfolio sector distribution (in %)
2018 2019 2020 2021 2022
Retail 97% 97% 96% 95% 95%
Oces 3% 3% 4% 5% 5%
Total 100% 100% 100% 100% 100%
Investment portfolio geographical distribution (in %)
2018 2019 2020 2021 2022
Belgium 29% 33% 36% 48% 47%
Finland - - - - -
France 27% 28% 27% 9% 9%
Netherlands 44% 39% 37% 43% 44%
Total 100% 100% 100% 100% 100%
Acquisition of investment properties (in €m)
2018 2019 2020 2021 2022
Belgium 73 3 - -2 -
Finland - - - - -
France - - - 1 -
Netherlands - 15 0 0 -
Total 73 18 0 -1 -
1 2021 includes settlement which has been adjusted on acquisition price
Disposal of investment properties (in €m)
2018 2019 2020 2021 2022
Belgium 19 - 8 - -
Finland 583 - - - -
France - - 11 507 -
Netherlands 34 13 85 105 1
Total 635 13 104 612 1
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Five-year performance tables
Share performance
Share data (in €)
2018 2019 2020 2021 2022
IFRS NAV 43.35 32.78 27.97 21.60 22.12
Direct result 3.33 2.81 2.01 1.88 1.63
Indirect result -5.02 -10.98 -6.66 -7.52 -0.20
Dividend 2.52 1.89 0.5 1.10 1.16
Pay-out 76% 90% 25% 59% 71%
Result per share -1.69 -8.17 -4.65 -5.64 1.43
1 For 2022 the proposed dividend is shown.
Number of shares
2018 2019 2020 2021 2022
At 31 December 40,270,921 40,270,921 40,270,921 40,270,921 40,270,921
Average during the year 40,243,857 40,251,654 40,212,448 40,146,461 40,071,882
1 Excluding remuneration shares, number used to calculate basic earnings per share
Wereldhave 2022 share price & trading volume
(in €) (daily volume in shares (x 1,000))
750
375
0
Jan Dec
Share price Trading volume
10
15
20
Three-year share price development
vs EPRA index
(in €)
January ’20 December ’22
Wereldhave EPRA index
5
10
15
20
25
IFRS Net asset value versus share price
(at 31 December in €)
50
40
30
20
10
0
202220212018 2019 2020
Net asset value Share price
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Introduction Additional information
Share performance
Consolidated financial statement 99
Consolidated statement of financial position 99
Consolidated income statement 100
Consolidated statement of comprehensive income 101
Consolidated statement of changes in equity 102
Consolidated cash flow statement 103
Notes to the consolidated financial statements 104
Reporting entity
Tax status
Accounting policies
Segment information
Investment property
Property and equipment
Intangible assets
Non-current 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
Other long-term liabilities
Tax payable
Other short-term liabilities
Financial instruments
Financial assets and liabilities
Fair value measurement
Gross rental income and service costs
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 141
Company balance sheet 141
Company income statement 142
Notes to the company financial statements 143
General
Financial assets
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
Management and members of the Supervisory Board
Related parties
Contingencies
Events after balance sheet date
Other information 149
Auditor’s report 150
Financial statements
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Financial statements
Financial statements
Consolidated statement of financial position
at 31 December 2022
(x € 1,000) Note 31 December 2022 31 December 2021
Assets
Non-current assets
Investment property in operation 1,958,955 1,907,015
Lease incentives 4,949 5,738
Investment property under construction 36,166 26,587
Investment property 5 2,000,070 1,939,340
Property and equipment 6 1,650 3,968
Intangible assets 7 367 479
Derivative financial instruments 8,21 37,972 16,398
Other financial assets 8 2,798 3,419
Total non-current assets 2,042,857 1,963,605
Current assets
Trade and other receivables 9 34,620 35,818
Tax receivables 10 3,815 4,775
Derivative financial instruments 21 1,722 -
Cash and cash equivalents 11 14,353 26,769
Total current assets 54,510 67,362
Investments held for sale 12 688 6,525
Total assets 2,098,055 2,037,491
(x € 1,000) Note 31 December 2022 31 December 2021
Equity and Liabilities
Equity
Share capital 13 40,271 40,271
Share premium 14 1,711,033 1,711,033
Reserves 15,16 -865,622 -884,481
Attributable to shareholders 885,682 866,823
Non-controlling interest 237,561 228,713
Total equity 1,123,243 1,095,536
Non-current liabilities
Interest-bearing liabilities 17 719,029 672,600
Derivative financial instruments 21 17,546 18,273
Other long-term liabilities 18 22,514 24,912
Total non-current liabilities 759,089 715,785
Current liabilities
Trade payables 11,571 12,337
Tax payable 19 1,389 4,336
Interest-bearing liabilities 17 137,774 142,250
Other short-term liabilities 20 64,989 67,141
Derivative financial instruments 21 - 107
Total current liabilities 215,723 226,171
Total equity and liabilities 2,098,055 2,037,491
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Financial statements
Consolidated statement of financial position
Consolidated financial statement
Consolidated income statement
for the year ended 31 December 2022
(x € 1,000) Note 2022 2021
Gross rental income 24 140,921 161,840
Service costs charged 24
24 21,745 28,931
Total revenue 162,666 190,771
Service costs paid 24
24 -29,000 -34,772
Property expenses 25 -18,498 -31,329
Net rental income 115,168 124,669
Valuation results 26 -4,067 -65,880
Results on disposals 27 -4,517 -228,439
General costs 28 -17,370 -18,888
Other income and expense 29 -3,370 -208
Operating result 85,843 -188,745
Interest charges -23,555 -24,763
Interest income 45 13
Net interest 30 -23,510 -24,749
Other financial income and expense 31 13,807 -1,133
Result before tax 76,141 -214,628
Income tax 32 -134 1,336
Result for the year 76,007 -213,292
Result attributable to:
Shareholders 57,265 -226,250
Non-controlling interest 18,742 12,958
Result for the year 76,007 -213,292
Basic earnings per share (€) 35 1.43 -5.64
Diluted earnings per share (€) 35 1.43 -5.64
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Financial statements
Consolidated statement of comprehensive income
for the year ended 31 December 2022
(x € 1,000) Note 2022 2021
Result 76,007 -213,292
Items that may be recycled to the income statement subsequently
Eective portion of change in fair value of cash flow hedges 21 5,513 -6,099
Changes in fair value of cost of hedging 21 -800 681
Items that will not be recycled to the income statement subsequently
Remeasurement of post-employment benefit obligations 18 778 269
Total comprehensive income 81,498 -218,441
Attributable to:
Shareholders 62,473 -231,512
Non-controlling interest 19,026 13,071
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Financial statements
Consolidated statement of changes in equity
for the year ended 31 December 2022
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 1 January 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
Eective 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 purchased for remuneration - - -937 - - -937 - -937
Equity-settled share-based payment - - 153 - - 153 - 153
Dividends - - -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 31 December 2021 40,271 1,711,033 -885,891 -356 1,766 866,823 228,713 1,095,536
Balance at 1 January 2022 40,271 1,711,033 -885,891 -356 1,766 866,823 228,713 1,095,536
Comprehensive income
Result - - 57,265 - - 57,265 18,742 76,007
Remeasurement of post-employment obligations - - 515 - - 515 263 778
Eective portion of change in fair value of cash flow hedges - - - 5,493 - 5,493 21 5,513
Changes in fair value of cost of hedging - - - -800 -800 - -800
Total comprehensive income - - 57,779 5,493 -800 62,473 19,026 81,498
Transactions with shareholders
Shares purchased for remuneration - - -1,298 - - -1,298 - -1,298
Equity-settled share-based payment - - 1,421 - - 1,421 - 1,421
Dividends - - -44,140 - - -44,140 -12,151 -56,291
Change non-controlling interest - - 411 - - 411 1,975 2,386
Other - - -7 - - -7 - -7
Balance at 31 December 2022 40,271 1,711,033 -871,726 5,137 967 885,682 237,561 1,123,243
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Financial statements
Consolidated cash flow statement
for the year ended 31 December 2022
(x € 1,000)
Note 2022 2021
Operating activities
Result 76,007 -213,292
Adjustments:
Valuation results 26 4,067 65,880
Net interest 30 23,510 24,749
Other financial income and expense 31 -13,807 1,133
Results on disposals 27 4,517 228,439
Taxes 134 -1,336
Amortization 2,585 1,802
Movements in working capital -6,684 -2,502
Cash flow generated from operations 90,329 104,874
Interest paid -23,700 -24,271
Interest received 45 17
Income tax -77 -208
Cash flow from operating activities 66,597 80,413
Investment activities
Proceeds from disposals direct investment properties 27 4,010 91,925
Proceeds from disposals indirect investment property 27 -904 298,775
Investments in investment property 5 -59,423 -39,648
Investments in equipment -40 -56
Investments in financial assets -128 -630
Investments in intangible assets -39 -358
Cash flow from investing activities -56,525 350,009
Financing activities
Proceeds from interest-bearing debts 17 118,188 31,316
Repayment interest-bearing debts 17 -82,500 -478,116
Movements in other long-term liabilities -2,943 -3,045
Other movements in reserve -1,298 -938
Transactions non-controlling interest - 8,059
Dividend paid -53,935 -27,929
Cash flow from financing activities -22,489 -470,653
Increase/decrease in cash and cash equivalents -12,416 -40,231
Cash and cash equivalents at 1 January 11 26,769 67,000
Cash and cash equivalents at 31 December 11 14,353 26,769
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Financial statements
Notes to the consolidated financial statements
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Financial statements
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Financial statements
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Financial statements
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Financial statements
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Financial statements
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Financial statements
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Financial statements
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Financial statements
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Financial statements
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Financial statements
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Financial statements
(x € 1,000) 2022 2021
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Financial statements
Company balance sheet
at 31 December 2022
(x € 1,000) Note 31 December 2022 31 December 2021
Assets
Non-current assets
Financial assets 2 1,485,991 1,516,921
Derivative financial instruments 19,861 14,912
Total non-current assets 1,505,852 1,531,833
Current assets
Tax receivables 2,308 4,316
Cash and cash equivalents 611 542
Accruals 3,945 4,317
Group companies receivable 392,989 370,795
Short term derivatives 919 -
Other receivables 2,646 1,495
Total current assets 3 403,418 381,465
Total assets 1,909,270 1,913,299
(x € 1,000) Note 31 December 2022 31 December 2021
Equity and liabilities
Equity
Share capital 40,271 40,271
Share premium 1,711,033 1,711,033
General reserve -1,087,922 -825,512
Revaluation reserve 158,932 165,871
Hedge reserves 6,104 1,410
Result current year 57,265 -226,250
Total equity 4 885,682 866,823
Non-current liabilities
Interest bearing liabilities 5 522,979 531,044
Derivative financial instruments 14,786 17,389
Total non-current liabilities 537,765 548,433
Current liabilities
Group companies payable 135,087 124,952
Short term liabilities 6 350,736 373,091
Total current liabilities 485,823 498,043
Total equity and liabilities 1,909,270 1,913,299
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Financial statements
Company financial statements
Company income statement
for the year ended 31 December 2022
(x € 1,000) Note 2022 2021
General costs 8 -7,458 -7,861
Other income and expense 9 -2,162 -193
Operating result -9,620 -8,054
Interest income 35,692 35,931
Interest charges -19,369 -18,745
Net interest 10 16,323 17,186
Other financial income and expenses 11 -1,639 -3,614
Results on disposals - -1,850
Result before tax 5,064 3,668
Income tax -89 -48
Result company after tax 4,975 3,620
Result from subsidiaries after tax 2 52,290 -229,870
Result incl subsidiaries 57,265 -226,250
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Financial statements
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.
During 2022, the Group identified that losses pertaining to interest in Group companies led to
negative net asset values while a portion of these losses should have been deducted from the
receivables from Group companies. This has been corrected by restating the affected financial
statement line items for prior periods. The change has no impact on equity and results.
The annual accounts have been prepared before distribution of result with the exception
where distribution is determined by law.
1.2 Interests in Group companies
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. interests with a negative net
asset value are valued at nil. This measurement also covers any receivables provided to the
interests that are, in substance, an extension of the net investment. In particular, this relates
to loans for which settlement is neither planned nor likely to occur in the foreseeable future.
A share in the profits of the interest in Group companies in subsequent years will only be
recognized if and to the extent that the cumulative unrecognized share of loss has been
absorbed. If the Company fully or partially guarantees the debts of the relevant interest, or
has the constructive obligation to enable the interest to pay its debts (for its share therein),
then a provision is recognized accordingly to the amount of the estimated payments by the
Company on behalf of the interest.
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Financial statements
Notes to the company financial statements
2 Financial assets
(x € 1,000)
Interests in Group
companies
Receivables from
Group companies Total
Cost of acquisition 987,799 1,678,261 2,666,060
Accumulated revaluations -381,711 - -381,711
Accumulated impairments - -396,632 -396,632
Balance at 1 January 2022 606,088 1,281,629 1,887,716
Movements:
Investments 5,608 28,190 33,798
Result from subsidiaries 52,290 - 52,290
Dividends -26,748 - -26,748
Divestments - -72,259 -72,259
Revaluations - - -
Impairments - -1,155 -1,155
Other 5,339 - 5,339
Total changes for the period 36,489 -45,225 -8,736
Cost of acquisition 966,659 1,634,191 2,600,850
Accumulated revaluations -324,083 - -324,083
Accumulated impairments - -397,787 -397,787
Balance at 31 December 2022 642,576 1,236,404 1,878,980
Receivables from Group companies includes both long and short-term receivables. The
portion of receivables from Group companies that classify as short-term are presented under
current assets in the balance sheet.
List of subsidiaries
At 31 December 2022, the Company had direct shareholdings in the following companies:
Corporate Seat Name
Direct
shareholding (%)
Indirect
shareholding (%)
Schiphol, Netherlands West World Holding N.V. 100.00
Schiphol, Netherlands N.V. Wereldhave International 100.00
Vilvoorde, Belgium Wereldhave Belgium 33.09 33.07
Schiphol, Netherlands Wereldhave Development B.V. 100.00
Schiphol, Netherlands Wereldhave Management Holding B.V. 100.00
Paris, France NODA S.A.S. 100.00
Paris, France Wereldhave Retail France S.A.S. 100.00
Paris, France SCI Bordeaux Bonnac 0.01 99.99
Paris, France SCI du CC Bordeaux Prefecture 0.01 99.99
Paris, France SNC Marceau Coté Seine 0.01 99.99
Madrid, Spain Espamad SLU 100.00
3 Current assets
All current assets are due in less than one year. The fair value of the receivables coincides
with the balance sheet valuation.
4 Equity
Share capital
The authorized share capital of the Company at 31 December 2022 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 2022 77,187 shares were purchased for the long-term bonus of the Board of
Management and employees (2021: 67,335).
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Financial statements
The movements in equity during 2022 and 2021 were as follows:
(x € 1,000) Share capital
Share
premium reserve General reserve
Revaluation
reserve Hedge reserve
Cost of
hedging reserve
Result
current year Total
Balance at 1 January 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 -
Eective 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 purchased for remuneration - - -937 - - - - -937
Remeasurement of past employment obligations - - 177 - - - - 177
Equity-settled share-based payment - - 153 - - - - 153
Dividend over 2019 - - -20,135 - - - - -20,135
Result for the year - - - - - - -226,250 -226,250
Change non-controlling interest - - -5,032 - - - - -5,032
Other - - 7,815 -7,825 - - - -10
Balance at 31 December 2021 40,271 1,711,033 -825,512 165,871 -356 1,766 -226,250 866,823
Balance at 1 January 2022 40,271 1,711,033 -825,512 165,871 -356 1,766 -226,250 866,823
Result 2021 distribution - - -219,311 -6,939 - - 226,250 -
Eective portion of change in fair value
of cash flow hedges - - - - 5,493 - - 5,493
Changes in fair value of cost of hedging - - - - - -800 -800
Shares purchased for remuneration - - -1,298 - - - - -1,298
Remeasurement of past employment obligations - - 515 - - - - 515
Equity-settled share-based payment - - 1,421 - - - - 1,421
Dividend over 2020 - - -44,140 - - - - -44,140
Result for the year - - - - - - 57,265 57,265
Change non-controlling interest - - 411 - - - - 411
Other - - -8 - - - - -8
Balance at 31 December 2022 40,271 1,711,033 -1,087,922 158,932 5,137 967 57,265 885,682
1 Legal reserves
2 The annual accounts have been prepared before distribution of result. With regard to the proposed result distribution reference is made to the other information paragraph
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Financial statements
Share premium
Share premium is paid up share capital in excess of nominal value. There were no changes
in the share premium in 2022. The amount of share premium that is recognized for tax
purposes is € 1,716m (2021: € 1,716m).
General reserve
The General Meeting of Shareholders on 25 April 2022 determined the following allocation
of the profit over 2021:
(x € 1,000)
Distributed to holders of ordinary shares 44,140
Revaluation reserve subsidiaries -46,766
General reserve -223,624
Result after tax -226,250
Legal reserves
The revaluation reserve relates to the cumulative positive valuation results on property
investments held by subsidiaries.
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.
Dividend 2022
The 2022 dividend proposal is explained in the ‘Proposed distribution of results’ paragraph.
5 Interest-bearing liabilities
The maturity of interest-bearing liabilities (non-current and current) shows as follows:
31 December 2022
(x € 1,000) < 1 year 1 - 5 year >5 year
Total
long term Total
31 December
2021
Debt to financial institutions 78,024 384,814 138,165 522,979 601,003 606,044
Total 78,024 384,814 138,165 522,979 601,003 606,044
Capital repayments due within 12 months from the end of the financial year are included
under short-term interest-bearing liabilities.
Average effective interest
2022 EUR GBP USD CAD Total
Short term interest bearing debt
Bank loans and private placement 2.1% - 3.9% - 2.7%
Interest rate swaps -1.8% - - - -1.8%
Long term interest bearing debt
Bank loans and private placement 2.9% 4.1% 4.4% 4.0% 3.6%
Cross currency interest rate swaps -1.4% - - - -1.4%
Average 2.7% 4.1% 4.4% 4.0% 2.8%
2021
Short term interest bearing debt
Bank loans and private placement 2.6% - - - 2.6%
Interest rate swaps - - - - -
Long term interest bearing debt
Bank loans, private placement and EMTN 2.4% 4.1% 4.4% 4.0% 3.4%
Cross currency interest rate swaps -1.3% - - - -1.3%
Average 2.5% 4.1% 4.4% 4.0% 2.7%
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Financial statements
Fair value
The carrying amount and the fair value of long-term interest-bearing debts are as follows:
31 December 2022 31 December 2021
(x € 1,000) carrying amount fair value carrying amount fair value
Bank loans and private placements 522,979 486,538 531,044 558,981
Total 522,979 486,538 531,044 558,981
Currencies
There are loans closed in euro, pound sterling, US dollars and Canadian dollars.
6 Short-term liabilities
(x € 1,000) 31 December 2022 31 December 2021
Short term portion of long term debt 78,024 75,107
Creditors 281 412
Taxes on profit 21 322
Other debts 272,410 297,250
Total 350,736 373,091
7 Off-balance sheet assets and liabilities
The Group has no off-balance sheets assets or liabilities.
8 General costs
(x € 1,000) 2022 2021
Salaries and social security contributions 2,905 2,596
Pension costs 49 48
Other employee costs 53 64
Audit and advisory fees 390 427
Oce costs 244 326
Other general costs 7,298 7,682
10,938 11,141
Allocated and recharged -3,480 -3,280
-3,480 -3,280
Total 7,458 7,861
The allocation and recharges relate to expenses charged to third parties and allocation of
costs to property expenses and development projects.
Employees
During 2022 the legal entity employed an average of 2 persons (2021: 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 24 April 2020. Remuneration is indexed
annually with the consumer price index.
9 Other income and expense
Other income and expenses € -2.2m (2021: € -0.2m) 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.
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Financial statements
10 Net interest
(x € 1,000) 2022 2021
Interest paid -18,919 -18,140
amortized costs loans -450 -605
Total interest charges -19,369 -18,745
Interest received 35,692 35,931
Total 16,323 17,186
During 2022, the range of weighted average interest rates used was 2.6% - 2.8% (2021 2.1%
- 2.7%). The average nominal interest rate at year end 2022 was 2.8% (2021: 2.7%). The line
item ‘interest paid’ includes costs related to fees paid for undrawn parts of committed
financing facilities amounting to € 1.4m (2021: € 1.1m). Interest received relates to loans
provided to subsidiaries.
11 Other financial income and expenses
(x € 1,000) 2022 2021
Exchange rate dierences 110 -7
Adjustments financial instruments -1,749 -3,607
Total -1,639 -3,614
12 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 28 in the consolidated annual accounts.
13 Related parties
All Group entities are treated as related parties. Reference is made to note 38 in the
consolidated annual accounts.
14 Contingencies
General guarantees as defined in Art. 403, Book 2 of the Dutch civil code have 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.
15 Events after balance sheet date
There are no events after balance sheet date.
Schiphol, 10 March 2023
Supervisory Board
F. Dechesne
H. Brand
Board of Management
M. Storm
A.W. de Vreede
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Financial statements
Other information
Other information
Rules for the distribution of results are set out in Article 26 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 € 1.16 per share in
cash in order to meet the distribution obligations under Dutch tax law, subject to dividend
withholding tax.
(in €m) 2022
Profit 57.3
Proposed dividend 46.5
Revaluation reserve subsidiaries -6.9
General reserve 17.7
57.3
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Financial statements
Other 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 2022 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 2022 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 2022 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 2022 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 2022;
2 the following consolidated statements for 2022: the income statement, the statements of
comprehensive income, changes in equity and cash flows; 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 2022;
2 the company income statement for 2022; 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 2022 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 2022 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 2022 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 2022 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 2022;
2 the following consolidated statements for 2022: the income statement, the statements of
comprehensive income, changes in equity and cash flows; 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 2022;
2 the company income statement for 2022; 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 2022 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 2022 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 2022 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 2022 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 2022;
2 the following consolidated statements for 2022: the income statement, the statements of
comprehensive income, changes in equity and cash flows; 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 2022;
2 the company income statement for 2022; and
3 the notes comprising a summary of the accounting policies and other explanatory
information.
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Financial statements
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).
We designed our audit procedures in the context of our audit of the financial statements as a
whole and in forming our opinion thereon. The information in respect of going concern, fraud and
non-compliance with laws and regulations, climate related risks and the key audit matters were
addressed in this context, and we do not provide a separate opinion or conclusion on these
matters.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Information in support of our opinion
Summary
Materiality
— Materiality of EUR 11 million
— 0,5% of total assets
— Lower materiality for results from net rental income: EUR 5.5 million
Group audit
— Full scope audit of all significant components performed by KPMG auditors
— Audit coverage of 100% of investment property
— Audit coverage of 100% of rental income
Fraud/Noclar, Going concern and Climate related risks
— Fraud & Non-compliance with laws and regulations (Noclar) related risks: management
override of controls is a presumed fraud risk. Also a fraud risk is identified regarding the
risk of possible corruption due to the involvement of agents and/or advisors in relation to
acquisitions and disposals of investment property.
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).
We designed our audit procedures in the context of our audit of the financial statements as a
whole and in forming our opinion thereon. The information in respect of going concern, fraud and
non-compliance with laws and regulations, climate related risks and the key audit matters were
addressed in this context, and we do not provide a separate opinion or conclusion on these
matters.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Information in support of our opinion
Summary
Materiality
— Materiality of EUR 11 million
— 0,5% of total assets
— Lower materiality for results from net rental income: EUR 5.5 million
Group audit
— Full scope audit of all significant components performed by KPMG auditors
— Audit coverage of 100% of investment property
— Audit coverage of 100% of rental income
Fraud/Noclar, Going concern and Climate related risks
— Fraud & Non-compliance with laws and regulations (Noclar) related risks: management
override of controls is a presumed fraud risk. Also a fraud risk is identified regarding the
risk of possible corruption due to the involvement of agents and/or advisors in relation to
acquisitions and disposals of investment property.
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).
We designed our audit procedures in the context of our audit of the financial statements as a
whole and in forming our opinion thereon. The information in respect of going concern, fraud and
non-compliance with laws and regulations, climate related risks and the key audit matters were
addressed in this context, and we do not provide a separate opinion or conclusion on these
matters.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Information in support of our opinion
Summary
Materiality
— Materiality of EUR 11 million
— 0,5% of total assets
— Lower materiality for results from net rental income: EUR 5.5 million
Group audit
— Full scope audit of all significant components performed by KPMG auditors
— Audit coverage of 100% of investment property
— Audit coverage of 100% of rental income
Fraud/Noclar, Going concern and Climate related risks
— Fraud & Non-compliance with laws and regulations (Noclar) related risks: management
override of controls is a presumed fraud risk. Also a fraud risk is identified regarding the
risk of possible corruption due to the involvement of agents and/or advisors in relation to
acquisitions and disposals of investment property.
3
— Going concern related risks: no significant going concern risks identified; and
— Climate related risks: the response of the Board to possible future effects of climate
change and their anticipated outcomes have been disclosed in paragraph’ Strategic
objectives of our strategy’ of the Management Board report. We have considered the
impact of climate-related risks on the financial statements and described our approach and
observations in the section ‘Audit response to climate-related risks’.
Key audit matters
— Valuation of investment property
— Valuation of derivatives
Opinion
Unqualified
Materiality
Based on our professional judgement we determined the materiality for the financial statements
as a whole at EUR 11 million (2021: EUR 8 million). The materiality is determined with reference
to total assets 0.52% (2021: 0.39%). We consider total assets as the most appropriate
benchmark because of the nature of the business, the level of activities and asset value is likely
the primary focus of the users of the financial statements evaluating Wereldhave N.V.’s financial
performance. Materiality significantly changed compared to last year due to selection of total
assets as the reference amount rather than total equity. We have reassessed the reference
amount and concluded that total asset is a better base for materiality for the reasons mentioned
above. 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 440 thousand (2021: EUR 400 thousand), 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. Our group audit
scoping was mainly based on the accounts investment property and rental income. We
determined the significant components based on the relative
size and risk profile of the accounts investment property where we assigned a full scope audit
(audit of the complete reporting package). For these significant components in the context of the
Annual Report 2022
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Financial statements
4
Group’s financial statements we have used KPMG audit teams in each country to perform an
audit of the financial information of the operating companies in these countries. The audits
performed in these countries covered the entire investment property portfolio and the related
rental income.
Because we are ultimately responsible for the audit 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 local auditors. As group auditor we were involved in the full-scope audits
performed by local auditors of the subsidiaries.
Our involvement included, amongst others the following:
— issuing audit instructions to component auditors prescribing the scope of the audit procedures
to be performed, our risk assessment, materiality to be applied and reporting requirements;
— participation in planning discussions with component auditors,
— attending virtual meetings with the component auditors to discuss the results of component
audits and discussions on the valuation of investment property.
— follow up on reported audit findings.
— review of the component audit files and verification that the audit work had been carried out in
accordance with our instructions.
We have:
— performed centralized procedures relating to the IT environment and going concern
assessment.
— performed audit procedures ourselves at Wereldhave Netherlands.
— performed audit procedures ourselves at group level on the standalone figures of Wereldhave
N.V.
For the residual population 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.
The audit coverage as stated in the section summary can be further specified as follows:
— Audit coverage of 100% of investment property; and
— Audit coverage of 100% of rental income
5
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 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, those charged with governance and other relevant
functions, such as Internal Audit, Legal Counsel and Compliance. As part of our audit
procedures, we:
— assessed other positions held by Board of Management members and/or other employees
and paid special attention to procedures and governance/compliance in view of possible
conflicts of interest;
— evaluated investigation reports, if any, on indications of possible fraud and non-compliance;
— evaluated correspondence with supervisory authorities and regulators, such as the AFM, as
well as legal confirmation letters.
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 areas as those most
likely to have a material effect on the financial statements:
— anti-bribery and corruption laws and regulations.
We, together with our forensic specialists, evaluated the fraud and non-compliance risk factors to
consider whether those factors indicate a risk of material misstatement in the financial
statements.
Further, we assessed the presumed fraud risk on revenue recognition in relation to gross rental
income as irrelevant 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 two fraud risks that are relevant
to our audit, including the relevant presumed risk laid down in the auditing standards. A fraud risk
is identified in relation to possible corruption risks which relate to acquisitions and disposals of
investment property. The other risk identified is the presumed fraud risk of management override
of controls.
3
— Going concern related risks: no significant going concern risks identified; and
— Climate related risks: the response of the Board to possible future effects of climate
change and their anticipated outcomes have been disclosed in paragraph’ Strategic
objectives of our strategy’ of the Management Board report. We have considered the
impact of climate-related risks on the financial statements and described our approach and
observations in the section ‘Audit response to climate-related risks’.
Key audit matters
— Valuation of investment property
— Valuation of derivatives
Opinion
Unqualified
Materiality
Based on our professional judgement we determined the materiality for the financial statements
as a whole at EUR 11 million (2021: EUR 8 million). The materiality is determined with reference
to total assets 0.52% (2021: 0.39%). We consider total assets as the most appropriate
benchmark because of the nature of the business, the level of activities and asset value is likely
the primary focus of the users of the financial statements evaluating Wereldhave N.V.’s financial
performance. Materiality significantly changed compared to last year due to selection of total
assets as the reference amount rather than total equity. We have reassessed the reference
amount and concluded that total asset is a better base for materiality for the reasons mentioned
above. 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 440 thousand (2021: EUR 400 thousand), 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. Our group audit
scoping was mainly based on the accounts investment property and rental income. We
determined the significant components based on the relative
size and risk profile of the accounts investment property where we assigned a full scope audit
(audit of the complete reporting package). For these significant components in the context of the
4
Group’s financial statements we have used KPMG audit teams in each country to perform an
audit of the financial information of the operating companies in these countries. The audits
performed in these countries covered the entire investment property portfolio and the related
rental income.
Because we are ultimately responsible for the audit 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 local auditors. As group auditor we were involved in the full-scope audits
performed by local auditors of the subsidiaries.
Our involvement included, amongst others the following:
— issuing audit instructions to component auditors prescribing the scope of the audit procedures
to be performed, our risk assessment, materiality to be applied and reporting requirements;
— participation in planning discussions with component auditors,
— attending virtual meetings with the component auditors to discuss the results of component
audits and discussions on the valuation of investment property.
— follow up on reported audit findings.
— review of the component audit files and verification that the audit work had been carried out in
accordance with our instructions.
We have:
— performed centralized procedures relating to the IT environment and going concern
assessment.
— performed audit procedures ourselves at Wereldhave Netherlands.
— performed audit procedures ourselves at group level on the standalone figures of Wereldhave
N.V.
For the residual population 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.
The audit coverage as stated in the section summary can be further specified as follows:
— Audit coverage of 100% of investment property; and
— Audit coverage of 100% of rental income
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5
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 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, those charged with governance and other relevant
functions, such as Internal Audit, Legal Counsel and Compliance. As part of our audit
procedures, we:
— assessed other positions held by Board of Management members and/or other employees
and paid special attention to procedures and governance/compliance in view of possible
conflicts of interest;
— evaluated investigation reports, if any, on indications of possible fraud and non-compliance;
— evaluated correspondence with supervisory authorities and regulators, such as the AFM, as
well as legal confirmation letters.
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 areas as those most
likely to have a material effect on the financial statements:
— anti-bribery and corruption laws and regulations.
We, together with our forensic specialists, evaluated the fraud and non-compliance risk factors to
consider whether those factors indicate a risk of material misstatement in the financial
statements.
Further, we assessed the presumed fraud risk on revenue recognition in relation to gross rental
income as irrelevant 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 two fraud risks that are relevant
to our audit, including the relevant presumed risk laid down in the auditing standards. A fraud risk
is identified in relation to possible corruption risks which relate to acquisitions and disposals of
investment property. The other risk identified is the presumed fraud risk of management override
of controls.
6
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 risks,
such as processes related to journal entries and estimates.
— We performed a data analysis of high-risk journal entries (adjustments to initially recorded
changes in fair value of investment property above a threshold) which were subject to the
examination of our valuation experts and evaluated the key estimates with respect to
valuation of investment property and judgments for bias by the Board of Management
including retrospective reviews of prior year estimates. 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 identified and evaluated relevant entity level controls (control environment, risk
assessment process, communication and monitoring of controls).
— We incorporated elements of unpredictability in our audit, which amongst others included
samples regarding investment property valuations and the assessment whether unexplained
transactions have occurred before or after the disposition of the property.
— We have inquired the (group) accounting staff whether they have been requested to make
improper accounting entries.
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.
Fraud risk in relation to acquisition and disposals of investment properties
Risk:
— 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 and/or
advisors in connection with transactions, obtaining permits and rationale of the transactions.
Responses:
— in respect of fraud risks related to transactions in relation to the acquisition and disposals of
investment property, component auditors obtained an understanding of management’s anti-
fraud controls (amongst others counterparty due diligence, four-eyes principle, procurement
procedures for development/construction contracts).
6
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 risks,
such as processes related to journal entries and estimates.
— We performed a data analysis of high-risk journal entries (adjustments to initially recorded
changes in fair value of investment property above a threshold) which were subject to the
examination of our valuation experts and evaluated the key estimates with respect to
valuation of investment property and judgments for bias by the Board of Management
including retrospective reviews of prior year estimates. 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 identified and evaluated relevant entity level controls (control environment, risk
assessment process, communication and monitoring of controls).
— We incorporated elements of unpredictability in our audit, which amongst others included
samples regarding investment property valuations and the assessment whether unexplained
transactions have occurred before or after the disposition of the property.
— We have inquired the (group) accounting staff whether they have been requested to make
improper accounting entries.
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.
Fraud risk in relation to acquisition and disposals of investment properties
Risk:
— 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 and/or
advisors in connection with transactions, obtaining permits and rationale of the transactions.
Responses:
— in respect of fraud risks related to transactions in relation to the acquisition and disposals of
investment property, component auditors obtained an understanding of management’s anti-
fraud controls (amongst others counterparty due diligence, four-eyes principle, procurement
procedures for development/construction contracts).
7
— We obtained and inspected contracts ourselves in order to understand the nature of the
transaction.
— performed substantive procedures on individual material acquisitions and disposals including
verifying transfers of ownership in the land registry, verifying rationale on agents and/or
advisors involved and fees involved in the transaction to identify possible indications of fraud
and corruption.
— at Group level we reviewed minutes of board meetings in which the transactions are
discussed and approved by Management
Audit response to going concern
As mentioned in note 3.1 to the financial statements, the Board of Management has performed
its going concern assessment and has not identified any going concern risks. To assess the
management board’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 of 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.
— 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 reason to perform additional audit
procedures on management’s going concern assessment.
Audit response to climate-related risks
The company has set out its ambitions relating to climate change in the chapter ‘Society &
community’ of the annual report. The Company’s ambition is in line with the Paris Agreement to
reduce carbon emission with 30% by 2030 and become carbon neutral by 2045 in all scopes
covering all its activities.
Management has assessed, against the background of the company’s business and operations
at a high level how climate-related risks and opportunities and the Company’s own ambitions
could have a significant impact on its business or could impose the need to adapt its strategy
and operations. Management has considered the impact of both transition and physical risks on
the financial statements in accordance with the applicable financial reporting framework, more
specifically the valuation of investment property, as described in section ‘Strategic objectives of
our strategy’ of the annual report.
7
— We obtained and inspected contracts ourselves in order to understand the nature of the
transaction.
— performed substantive procedures on individual material acquisitions and disposals including
verifying transfers of ownership in the land registry, verifying rationale on agents and/or
advisors involved and fees involved in the transaction to identify possible indications of fraud
and corruption.
— at Group level we reviewed minutes of board meetings in which the transactions are
discussed and approved by Management
Audit response to going concern
As mentioned in note 3.1 to the financial statements, the Board of Management has performed
its going concern assessment and has not identified any going concern risks. To assess the
management board’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 of 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.
— 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 reason to perform additional audit
procedures on management’s going concern assessment.
Audit response to climate-related risks
The company has set out its ambitions relating to climate change in the chapter ‘Society &
community’ of the annual report. The Company’s ambition is in line with the Paris Agreement to
reduce carbon emission with 30% by 2030 and become carbon neutral by 2045 in all scopes
covering all its activities.
Management has assessed, against the background of the company’s business and operations
at a high level how climate-related risks and opportunities and the Company’s own ambitions
could have a significant impact on its business or could impose the need to adapt its strategy
and operations. Management has considered the impact of both transition and physical risks on
the financial statements in accordance with the applicable financial reporting framework, more
specifically the valuation of investment property, as described in section ‘Strategic objectives of
our strategy’ of the annual report.
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Financial statements
8
Management prepared the financial statements, considering whether the implications from
climate-related risks and ambitions have been appropriately accounted for and disclosed and
concluded that climate-related risks and ambitions do not have a material impact on the current
financial statements. As part of our audit, we performed a risk assessment of the impact of
climate-related risk and the ambitions of the Company in respect of climate change on the
financial statements and our audit approach. In doing this we performed the following:
— Understanding the Company’s processes: we held inquiries with the Board of Management
and the group manager ESG who is responsible for the climate risk assessment within the
Company and inspected Board minutes, presentations and risk assessments. The purpose is
to understand the client’s risk assessment and the climate roadmap to become carbon
neutral in all scopes by 2045. The Company has performed a physical climate risk
assessment including scenario analysis, but the preparation of the climate roadmap is in
progress. Further, we assessed how this ambition was translated into investment decisions
and the related potential impact of climate-related risks and opportunities on the Company’s
annual report and financial statements.
— We have evaluated climate related fraud risk factors such as pressure as a result of variable
remuneration and expectations from external stakeholders to meet ESG/climate risk related
targets.
— We have inquired with the external appraisers and inspected the external valuation reports to
understand how potential climate related risks could be of impact on yields used or impact on
different categories of investment properties’ methods/models to account fair value of
investment property.
Based on the procedures above we concluded that climate related risks have no material impact
on the 2022 financial statements under the requirements of EU-IFRS and no material impact on
our key audit matters.
Furthermore we have read the other information presented in the annual report supplementing
the financial statements with respect to climate-related risks and considered whether such
information contains material inconsistencies with the financial statements or our knowledge
obtained through the audit.
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 management and the Audit Committee of 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 matter with respect to acquisition and disposals of
investment property have been removed, as there are no material activities in 2022.
9
Valuation of Investment property
Description
Investment property and investment property amounts to EUR 2.0 billion and represent 95% of
the Group’s total assets as at 31 December 2022. Investment property is valued at fair value;
therefore, the Group has to make estimates and use assumptions to determine those fair
values. The fair value is, as explained in note 5 to the financial statements, determined by the
Board of Management based on appraisal reports by an independent appraiser (99%).
Because the valuation of investment property is complex and highly dependent on estimates
and significant assumptions (such as estimated rental value and yield/discount rate) and the
availability of comparable transactions, we consider the valuation of investment property as a
key audit matter in our audit.
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
31 December 2022, including an evaluation of the design and implementation of related
internal controls and test of details;
— local audit teams verified whether lease data provided to the appraisers is consistent with
the property management systems, and whether any significant changes have occurred
since providing the data to the appraisers;
— assessment of the competence, capabilities and objectivity 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, our property valuation experts verified the appropriateness of key assumptions
in the valuation process, which consists of estimated rental values and yields/discount
rates. 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
— evaluation of the adequacy of the related disclosures in relation to the requirements of EU-
IFRS, including the adequate disclosure of the material valuation uncertainty statements in
the applicable independent external valuation reports
7
— We obtained and inspected contracts ourselves in order to understand the nature of the
transaction.
— performed substantive procedures on individual material acquisitions and disposals including
verifying transfers of ownership in the land registry, verifying rationale on agents and/or
advisors involved and fees involved in the transaction to identify possible indications of fraud
and corruption.
— at Group level we reviewed minutes of board meetings in which the transactions are
discussed and approved by Management
Audit response to going concern
As mentioned in note 3.1 to the financial statements, the Board of Management has performed
its going concern assessment and has not identified any going concern risks. To assess the
management board’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 of 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.
— 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 reason to perform additional audit
procedures on management’s going concern assessment.
Audit response to climate-related risks
The company has set out its ambitions relating to climate change in the chapter ‘Society &
community’ of the annual report. The Company’s ambition is in line with the Paris Agreement to
reduce carbon emission with 30% by 2030 and become carbon neutral by 2045 in all scopes
covering all its activities.
Management has assessed, against the background of the company’s business and operations
at a high level how climate-related risks and opportunities and the Company’s own ambitions
could have a significant impact on its business or could impose the need to adapt its strategy
and operations. Management has considered the impact of both transition and physical risks on
the financial statements in accordance with the applicable financial reporting framework, more
specifically the valuation of investment property, as described in section ‘Strategic objectives of
our strategy’ of the annual report.
8
Management prepared the financial statements, considering whether the implications from
climate-related risks and ambitions have been appropriately accounted for and disclosed and
concluded that climate-related risks and ambitions do not have a material impact on the current
financial statements. As part of our audit, we performed a risk assessment of the impact of
climate-related risk and the ambitions of the Company in respect of climate change on the
financial statements and our audit approach. In doing this we performed the following:
— Understanding the Company’s processes: we held inquiries with the Board of Management
and the group manager ESG who is responsible for the climate risk assessment within the
Company and inspected Board minutes, presentations and risk assessments. The purpose is
to understand the client’s risk assessment and the climate roadmap to become carbon
neutral in all scopes by 2045. The Company has performed a physical climate risk
assessment including scenario analysis, but the preparation of the climate roadmap is in
progress. Further, we assessed how this ambition was translated into investment decisions
and the related potential impact of climate-related risks and opportunities on the Company’s
annual report and financial statements.
— We have evaluated climate related fraud risk factors such as pressure as a result of variable
remuneration and expectations from external stakeholders to meet ESG/climate risk related
targets.
— We have inquired with the external appraisers and inspected the external valuation reports to
understand how potential climate related risks could be of impact on yields used or impact on
different categories of investment properties’ methods/models to account fair value of
investment property.
Based on the procedures above we concluded that climate related risks have no material impact
on the 2022 financial statements under the requirements of EU-IFRS and no material impact on
our key audit matters.
Furthermore we have read the other information presented in the annual report supplementing
the financial statements with respect to climate-related risks and considered whether such
information contains material inconsistencies with the financial statements or our knowledge
obtained through the audit.
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 management and the Audit Committee of 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 matter with respect to acquisition and disposals of
investment property have been removed, as there are no material activities in 2022.
Annual Report 2022
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Financial statements
9
Valuation of Investment property
Description
Investment property and investment property amounts to EUR 2.0 billion and represent 95% of
the Group’s total assets as at 31 December 2022. Investment property is valued at fair value;
therefore, the Group has to make estimates and use assumptions to determine those fair
values. The fair value is, as explained in note 5 to the financial statements, determined by the
Board of Management based on appraisal reports by an independent appraiser (99%).
Because the valuation of investment property is complex and highly dependent on estimates
and significant assumptions (such as estimated rental value and yield/discount rate) and the
availability of comparable transactions, we consider the valuation of investment property as a
key audit matter in our audit.
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
31 December 2022, including an evaluation of the design and implementation of related
internal controls and test of details;
— local audit teams verified whether lease data provided to the appraisers is consistent with
the property management systems, and whether any significant changes have occurred
since providing the data to the appraisers;
— assessment of the competence, capabilities and objectivity 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, our property valuation experts verified the appropriateness of key assumptions
in the valuation process, which consists of estimated rental values and yields/discount
rates. 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
— evaluation of the adequacy of the related disclosures in relation to the requirements of EU-
IFRS, including the adequate disclosure of the material valuation uncertainty statements in
the applicable independent external valuation reports
10
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 2022, Wereldhave N.V. has recognized
derivative financial instruments at fair value, with a debit amount of EUR 20.7 million and a
credit amount of EUR 14.8 million. Wereldhave N.V. has opted for cash flow hedge accounting
principles regarding the currency derivatives.
As explained in Note 21 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 have inspected the hedge documentation at inception and the hedge effectiveness test to
ensure that the accounting requirements of IFRS 9 have been applied. 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.
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.
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
10
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 2022, Wereldhave N.V. has recognized
derivative financial instruments at fair value, with a debit amount of EUR 20.7 million and a
credit amount of EUR 14.8 million. Wereldhave N.V. has opted for cash flow hedge accounting
principles regarding the currency derivatives.
As explained in Note 21 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 have inspected the hedge documentation at inception and the hedge effectiveness test to
ensure that the accounting requirements of IFRS 9 have been applied. 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.
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.
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
Annual Report 2022
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Wereldhave in 2022 Our strategy Our performance and outlook Governance Additional informationIntroduction
Financial statements
11
— 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 are set out in
the Delegated Regulation (EU) 2019/¼¼815 with regard to regulatory technical standards on the
specification of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion the annual report prepared in XHTML format, including the (partly) marked-up
consolidated financial statements as included in the reporting package by Wereldhave N.V.,
complies in all material respects with the RTS on ESEF.
The Board of Directors is responsible for preparing the annual report including the financial
statements in accordance with the RTS on ESEF, whereby the Board of Directors combines the
various components into one single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in
this reporting package complies with the RTS on ESEF. We performed our examination in
accordance with Dutch law, including Dutch Standard 3950N ’Assurance-opdrachten inzake het
voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’
(assurance engagements relating to compliance with criteria for digital reporting). Our
examination included among others:
11
— 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 are set out in
the Delegated Regulation (EU) 2019/¼¼815 with regard to regulatory technical standards on the
specification of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion the annual report prepared in XHTML format, including the (partly) marked-up
consolidated financial statements as included in the reporting package by Wereldhave N.V.,
complies in all material respects with the RTS on ESEF.
The Board of Directors is responsible for preparing the annual report including the financial
statements in accordance with the RTS on ESEF, whereby the Board of Directors combines the
various components into one single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in
this reporting package complies with the RTS on ESEF. We performed our examination in
accordance with Dutch law, including Dutch Standard 3950N ’Assurance-opdrachten inzake het
voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’
(assurance engagements relating to compliance with criteria for digital reporting). Our
examination included among others:
12
— Obtaining an understanding of the entity's financial reporting process, including the
preparation of the reporting package;
— Identifying and assessing the risks that the annual report does not comply in all material
respects with the RTS on ESEF and designing and performing further assurance procedures
responsive to those risks to provide a basis for our opinion, including:
— 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 mark-ups 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.
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.
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12
— Obtaining an understanding of the entity's financial reporting process, including the
preparation of the reporting package;
— Identifying and assessing the risks that the annual report does not comply in all material
respects with the RTS on ESEF and designing and performing further assurance procedures
responsive to those risks to provide a basis for our opinion, including:
— 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 mark-ups 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.
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.
13
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, 10 March 2023
KPMG Accountants N.V.
W.L.L. Paulissen RA
Appendix:
Description of our responsibilities for the audit of the financial statements
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 Wereldhave N.V.’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
Wereldhave N.V.’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
13
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, 10 March 2023
KPMG Accountants N.V.
W.L.L. Paulissen RA
Appendix:
Description of our responsibilities for the audit of the financial statements
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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 Wereldhave N.V.’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
Wereldhave N.V.’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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AScX Amsterdam Small Cap Index ISS Institutional Shareholder Services
BREEAM Building Research Establishment Environmental Assessment Method KPI Key performance indicator
CDP Formerly Carbon Disclosure Project kWh Kilowatt-hour
CEO Chief Executive Ocer IIRC International Integrated Reporting Council
CFO Chief Financial Ocer LTV Loan-to-Value
CSR Corporate Social Responsibility MWh Megawatt-hour
EPRA European Public Real Estate Association N/A Not available
EPS Earnings per share NIY Net initial yield
ERV Estimated rental value NPS Net Promoter Score
EU European Union OECD Organization for Economic Cooperation & Development
FSMA Financial Services & Markets Authority SBTi Science-Based Targets initiative
FTE Full-time equivalent SIIC Société d’investissement immobilier cotée
IRR Internal rate of return VBDO Dutch Association of Investors for Sustainable Development
List of abbreviations
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List of abbreviations
Contribution to Sustainable Development Goals
Sustainable Development Goal Sustainability focus area Alignment
7. Aordable 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 m 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 eects 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 Netherlands
2022 Number of FTE 117.9 57.5 60.4
2021 Number of FTE 123.4 54.4 69.0
2022 Part-time employees 21% 15% 27%
2021 Part-time employees 24% 16% 31%
2022 Full-time employees 79% 85% 73%
2021 Full-time employees 76% 84% 69%
2022 Employees with fixed-term contract 15% 5% 23%
2021 Employees with fixed-term contract 14% 4% 22%
2022 Employees with permanent contract 85% 95% 77%
2021 Employees with permanent contract 86% 96% 78%
Workforce - employment (GRI 405-1, EPRA Diversity-Emp)
2022 2021
(number)
% of total
employees Male Female
% of total
employees Male Female
Age group < 30 12% 40% 60% 12% 25% 75%
Age group 30-40 34% 45% 55% 34% 49% 51%
Age group 40-50 33% 46% 54% 36% 45% 55%
Age group > 50 21% 58% 42% 18% 65% 35%
Total employees 124 48% 52% 132 47% 53%
Employees in senior management 60% 40% 43% 57%
Employees in management team 80% 20% 100% 0%
Non-executive board 67% 33% 67% 33%
Social indicators
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)
2022 2021
(number) New hires Departures New hires Departures
Male 11 14 7 11
Female 17 21 14 7
Age group < 30 9 6 11 2
Age group 30-40 8 9 4 6
Age group 40-50 7 15 5 4
Age group > 50 4 5 1 6
Total 28 35 21 18
Reasons for departure
(number) 2022 2021 2020
Resignations 22 11 20
Dismissals 2 2 3
Mutual agreements 7 2 4
Retirements 2 0 0
Departure during probation period 0 0 2
Expiry contracts 2 3 9
Deaths 0 0 0
Totals 35 18 38
Employee turnover 28.2% 13.7% 20.5%
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Social indicators
New employee hires
New employees hired by gender 2022 2021
Male employees 39% 33%
Female employees 61% 67%
New employees hired by age group 2022 2021
Age group < 30 32.1% 52.6%
Age group 30-40 28.6% 19.1%
Age group 40-50 25.0% 23.8%
Age group > 50 14.3% 4.8%
Sickness ratio
Sickness ratio and total number of work-related fatalities
Units Total Belgium Netherlands
2022 Absentee rate % 5.3 7.2 4.0
2021 Absentee rate % 4.1 6.2 2.4
2022 Injury rate % 0.0 0.0 0.0
2021 Injury rate % 0.0 0.0 0.0
2022 Work-related fatalities Number 0 0 0
2021 Work-related fatalities Number 0 0 0
Training & development
Average hours of training per employee, by gender
Units Total Belgium Netherlands
2022 training hours total Number 1,568 540 1,028
2022 training hours per employee Number 16 25 14
2022 training costs total in Euro 228,279 36,793 191,486
2022 training costs per employee in Euro 2,378 1,672 2,588
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
2022 2021
Units Male Female Male Female
Educational training % 0% 0% 0% 0%
Skills & development training % 51% 44% 46% 54%
Wereldhave training % 3% 2% 0% 0%
Training works council % 0% 0% 0% 0%
Training hours per employee
Number
of hours 16 17 15 17
Number of training hours split per category (GRI 404-2)
(number of hours) 2022 2021
Educational training 5 0
Skills & development training 1,493 947
Wereldhave training 70 0
Training works council 0 0
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Employee category
Breakdown of employees by employee category (GRI 102-8)
(Number) 2022 2021
Management Team 5 4
Senior Management 5 7
Operations and sta 114 121
Total internal sta 124 132
Non-executives 3 3
Total 127 135
Remuneration
Ratio of Base Salary and remuneration of women to men by employee category
(GRI 405-2, EPRA Diversity-pay)
2022 2021
women
average salary %
women
average salary %
Management team 34% n/a
Senior management 122% 100%
Operations and sta 65% 67%
total male female total male female
Annual increase in base salary
excluding individual STI 5.6% 6.1% 4.6% 3.2% 2.8% 3.6%
Employee satisfaction
Employee satisfaction by aspect measured (GRI 102-43)
(Number) 2022 2021
E-NPS score +4 +23
Rating employer 7.6 7.5
Response rate 89% 86%
Incidents of discrimination
Total numbers of incidents of discrimination and corrective actions (GRI 406-1)
(Number) 2022 2021 2020
Number of incidents of discrimination
reported 0 0 0
Employee performance appraisals
2022 2021
Percentage of employees with an appraisal 100% 99%
Community engagement
Social performance indicators retail portfolio 2022 2021
Local engagement program in place (% of assets) 100% 100%
Local community investments - absolute (€) 2,121,521 2,074,635
Local community investments - relative to NRI (% of NRI) 1.8% 1.7%
Health and safety assessments
2022 2021
Health & Safety - assessment undertaken (in %) 76% 76%
Health & Safety - incidents of non-compliance occurred 0 0
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Environmental indicators
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 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Energy (MWh)
Electricity shared services 22,685 30,726 7,780 6,526 2,684 2,647 10,074 10,238 20,538 19,411
Electricity submetered to tenants 23 1,310 23 17 2,204 2,481 0 0 2,227 2,498
Total landlord obtained electricity 22,707 32,035 7,803 6,543 4,888 5,128 10,074 10,238 22,765 21,909
Proportion of electricity from renewable sources (market-based) 98% 93% 100% 100% 8% 8% 100% 100% 98% 98%
District heating and cooling shared services 2,247 3,085 0 0 0 0 0 0 0 0
District heating and cooling submetered to tenants 0 0 0 0 0 0 0 0 0 0
Total landlord obtained district heating 2,247 3,085 0 0 0 0 2241 3,039 2,241 3,039
Proportion heating and cooling from renewable sources 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%
Fuels shared services 8,418 11,678 2,975 3,645 246 294 2,965 3,651 6,186 7,590
Fuels submetered to tenants 413 287 413 287 0 0 0 0 413 287
Total landlord obtained fuels 8,831 11,965 3,578 3,932 246 294 2,965 3,651 6,789 7,877
Proportion of fuels from renewable sources 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%
Total energy from shared services 33,349 45,489 10,755 10,171 2,930 2,941 13,039 13,889 26,724 27,001
Total energy submetered to tenants 436 1,597 436 304 2,204 2,481 0 0 2,640 2,785
Total landlord obtained energy 33,785 47,086 11,381 10,475 5,134 5,422 15,280 16,928 31,794 32,825
Total renewable energy produced on-site 4,642 3,625 2,664 1,847 0 0 1,831 1,593 4,495 3,440
Greenhouse gas emissions from energy (tCO
2
e)
Total direct GHG emissions Scope 1 (market-based) 1,529 2,121 650 662 45 53 537 876 1,232 1,591
Total direct GHG emissions Scope 1 (location-based) 1,529 2,121 650 662 45 53 537 876 1,232 1,591
Total indirect GHG emissions Scope 2 (market-based) 269 668 0 0 137 135 132 157 269 292
Total indirect GHG emissions Scope 2 (location-based) 5,823 6,497 1,000 1,053 137 135 3,494 3,987 4,631 5,176
Total indirect GHG emissions Scope 3 (market-based) 188 245 75 52 113 127 0 0 188 179
Total GHG emissions - landlord obtained/submetered (market-based) 1,986 3,033 725 714 294 315 669 1,033 1,688 2062
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Environmental indicators
Absolute portfolio Like-for-like portfolio
Belgium France Netherlands Total
Impact areas 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Water (m
3
)
Water from municipal water supplies or other public 130,733 178,414 60,531 51,710 21,877 17,566 37,251 38,581 119,659 107,857
Water from rainwater collected directly and stored 3,385 3,356 3,385 3,356 0 0 0 0 3,385 3,356
Water from groundwater / surface water 949 11,689 949 11,689 0 0 0 0 949 11,689
Total landlord obtained water consumption 135,067 193,459 64,865 66,755 21,877 17,566 37,251 38,581 123,993 122,902
Water submetered to tenants 37,981 30,362 37,981 30,362 0 0 0 0 37,981 30,362
Waste (metric tonnes)
Hazardous waste 0 0 0 0 0 0 0 0 0 0
Non-hazardous waste 3,192 4,015 1,375 1,224 311 305 1,307 1,012 2,993 2,541
Total weight of waste by disposal route (metric tonnes)
Recycling 990 1245 523 465 87 499 340 233 949 1,197
Composting 0 0 14 12 0 0 0 0 14 12
Energy from Waste 1,117 1405 646 575 0 0 771 597 1,417 1,172
Incineration without energy recovery 606 763 0 0 127 767 196 182 324 949
Landfill 151 566 55 49 96 517 0 0 151 566
other 327 36 138 122 0 0 0 0 138 122
Proportion of waste by disposal route (%)
Recycling 31% 31% 38% 38% 28% 28% 26% 23% 32% 47%
Composting 1% 1% 1% 1% 0% 0% 0% 0% 0% 0%
Energy from Waste 35% 35% 47% 47% 0% 0% 59% 59% 47% 46%
Incineration without energy recovery 19% 19% 0% 0% 41% 43% 15% 18% 11% 37%
Landfill 12% 12% 4% 4% 31% 29% 0% 0% 5% 22%
other 3% 3% 10% 10% 0% 0% 0% 0% 5% 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
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Building energy intensity kWh/m
2
/year 45.5 50.6 42.4 54.2 84.3 45.8 45.6 50.6 47.9 49.4
kWh/visitor/year 0.4 0.5 0.6 0.6 0.5 0.4 0.3 0.4 0.4 0.5
Greenhouse gas intensity from building energy kgCO
2
e/m
2
/year 2.7 3.1 2.7 3.7 4.8 2.8 2.0 3.1 2.5 3.1
kgCO
2
e/visitor/year 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Building water intensity m
3
/m
2
/year 0.2 0.2 0.2 0.4 0.4 0.3 0.1 0.1 0.2 0.2
liter/visitor/year 1.5 2.2 3.3 4.1 2.0 2.9 0.8 1.0 1.6 1.7
Environmental performance indicators - Office
Absolute portfolio Like for like portfolio
Belgium Total
Impact areas 2022 2021 2022 2021 2022 2021
Energy (MWh)
Electricity shared services 4,355 4,758 4,355 4,758 4,355 4,758
Electricity submetered to tenants 903 1,060 903 1,060 903 1,060
Total landlord obtained electricity 6,496 6,030 6,496 6,030 6,496 6,030
Proportion of electricity from renewable sources 100% 100% 100% 100% 100% 100%
District heating and cooling shared services 0 0 0 0 0 0
District heating and cooling submetered to tenants 0 0 0 0 0 0
Total landlord obtained district heating 0 0 0 0 0 0
Proportion heating and cooling from renewable sources 0 0 0 0 0 0
Fuels shared services 3,605 4,629 3,605 4,629 3,605 4,629
Fuels submetered to tenants 0 0 0 0 0 0
Total landlord obtained fuels 3,550 4,629 3,550 4,629 3,550 4,629
Proportion of fuels from renewable sources 0% 0% 0% 0% 0% 0%
Total energy from shared services 7,960 9,387 7,960 9,387 7,960 9,387
Total energy submetered to tenants 903 1,060 903 1,060 903 1,060
Total landlord obtained energy 8,863 10,447 8,863 10,447 8,863 10,447
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Absolute portfolio Like for like portfolio
Belgium Total
Impact areas 2022 2021 2022 2021 2022 2021
Greenhouse gas emissions (tCO
2
e) - - - -
Total direct GHG emissions Scope 1 (market-based) 645 853 645 853 645 853
Total indirect GHG emissions Scope 2 (market-based) 0 0 0 0 0 0
Total indirect GHG emissions Scope 2 (location-based) 1,046 971 1,046 971 1,046 971
Total indirect GHG emissions Scope 3 (market-based) 0 0 0 0 0 0
Total GHG emissions (market-based) 645 853 645 853 645 853
Water (m
3
)
Water from public water supplies - shared services 12,810 15,034 12,810 15,034 12,810 15,034
Water from public water supplies - submetered 0 0 0 0 0 0
Water from rainwater collected directly and stored 0 0 0 0 0 0
Water from groundwater / surface water 0 0 0 0 0 0
Total landlord obtained water consumption 12,810 15,034 12,810 15,034 12,810 15,034
Waste (metric tonnes)
Hazardous waste 0 0 0 0 0 0
Non-hazardous waste 119 90 119 90 119 90
Total weight of waste by disposal route (metric tonnes)
Recycling 54 38 54 38 54 38
Composting 0 0 0 0 0 0
Energy from Waste 50 41 50 41 50 41
Incineration without energy recovery 0 0 0 0 0 0
Landfill 0 0 0 0 0 0
other 15 13 15 13 15 13
Proportion of waste by disposal route (%)
Recycling 45% 42% 0% 0% 0% 0%
Composting 0% 0% 0% 0% 0% 0%
Energy from Waste 42% 45% 0% 0% 0% 0%
Incineration without energy recovery 0% 0% 0% 0% 0% 0%
Landfill 0% 0% 0% 0% 0% 0%
other 13% 13% 0% 0% 0% 0%
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Environmental intensity indicators - Office
Absoluteportfolio Like for like portfolio
Belgium Total
Impact areas 2022 2021 2022 2021 2022 2021
Building energy intensity CRESSCRE1 kWh/m
2
/year 83.0 97.8 83.0 97.8 83.0 97.8
Greenhouse gas intensity from building energy CRESSCRE3
kgCO
2
e/m
2
/year
6.0 8.0 6.0 8.0 6.0 8.0
Building water intensity CRESSCRE2 m
3
/m
2
/year 0.1 0.1 0.1 0.1 0.1 0.1
BREEAM certificates
Total Netherlands Belgium France
2022 2021 2022 2021 2022 2021 2022 2021
BREEAM certifications in place % of retail center GLA
Outstanding 0% 0% 0% 0% 0% 0% 0% 0%
Excellent 9%
21%
0% 0% 0% 36%
100% 100%
Very Good
71%
55%
62% 71% 84% 43% 0% 0%
Good/Pass
6%
0%
9% 0% 3% 0% 0% 0%
Percentage of GLA which is BREEAM rated 76% 76% 71%
71%
87%
79% 100% 100%
Percentage of eligible centers GLA which is BREEAM rated
86% 100% 83% 100% 100% 100% 100% 100%
Energy Performance Certificates (EU EPC)
2022
EU EPC labels in place % of total GLA
A 37%
B 0%
C 12%
D 5%
E 3%
No label (Belgian assets) 42%
100%
Annual Report 2022
Wereldhave N.V.
169
Wereldhave in 2022 Our strategy Our performance and outlook Governance Additional information
Financial statements
Introduction
Integrated Annual Report 2022
Wereldhave N.V.
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