ATENOR : Financial annual report 2020

BRUSSELS
THE	HAGUE
LUXEMBOURG

PARIS	2020
LISBON	FINANCIAL ANNUAL REPORT

DÜSSELDORF

WARSAW

BUDAPEST

BUCHAREST

BRUSSELS THE HAGUE LUXEMBOURG PARIS LISBON

DÜSSELDORF WARSAW BUDAPEST BUCHAREST

www.atenor.eu

SUMMARY

PROFILE, MISSION, VALUES	1
STRATEGY	3
LETTER TO SHAREHOLDERS	4
2020, HOW IT UNFOLDED, …	8
SUSTAINABILITY REPORT	14
ADMINISTRATION	52
INFORMATION TO SHAREHOLDERS AND INVESTORS	56
REPORT OF ACTIVITIES AND PROJECTS	60
2020 AUDITED FINANCIAL STATEMENTS	94
GENERAL INFORMATION	150

ATENOR has chosen French as its official language. Consequently, only the French text is authentic. The versions in Dutch and English are translations of the French version.

Dit jaarverslag is ook verkrijgbaar in het Nederlands. Ce rapport est également disponible en français.

ATENOR SA	See additional information
Avenue Reine Astrid, 92	www.atenor.eu
1310 La Hulpe
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Enterprise number : 0403 209 303
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LEI number : 549300ZIL1V7DF3YH40

KEY CONSOLIDATED FIGURES

On 31.12.2020

KEY FIGURES ATENOR (IN MILLIONS OF €)
IFRS	2016	2017	2018	2019	2020
Net results (group share)	20.37	22.18	35.18	37.78	24.13
Current cash Flow (1)	19.72	25.51	32.99	38.49	30.24
Capital and reserves	139.39	149.64	170.30	187.05	261.21
Market capitalization	256.27	264.63	287.18	406.56	401.21

1. Net profits + depreciation, provisions and reductions in value.
   The 2020 consolidated financial statements were drawn up in accordance with the IFRS standards as adopted in the European Union.

FIGURES PER SHARE (IN €)
	2016	2017	2018	2019	2020
Capital and reserves	24.75	26.57	30.24	33.22	37.11
Current cash flow	3.50	4.53	5.86	6.84	4.30
Net consolidated results (group share)	3.73	4,07	6.25	6.71	3.43
Dividend
Gross dividend	2.04	2.08	2.20	2.31	2.42
Net ordinary dividend	1.428	1.456	1.54	1.617	1.694
Number of shares	5,631,076	5,631,076	5,631,076	5,631,076	7,038,845

* Weighted average based on the capital increases (optional dividend)

STOCK MARKET RATIOS
	2016	2017	2018	2019	2020
List price/book value	1.84	1.77	1.69	2.17	1.54
List price on 31 December (€)	45.51	47.00	51.00	72.20	57.00
Gross return for 1 year	1.09%	7.76%	12.94%	45.88%	-17.85%
Gross return	4.48%	4.34%	4.31%	3.20%	4.26%
Net ordinary dividend/list price	3.14%	3.10%	3.02%	2.24%	2.98%

	EVOLUTION OF ATENOR SHARE					EVOLUTION OF ATENOR SHARE
COMPARED WITH THE BELGIAN ALL SHARES			COMPARED WITH THE EPRA EUROPE
	(taking into account the reinvestment of dividends)			(taking into account the reinvestment of dividends)
400										400
350										350
300										300
250										250
200										200
150										150
100										100
50										50
0									2020	0									2020
2011	2012	2013	2014	2015	2016	2017	2018	2019	2011	2012	2013	2014	2015	2016	2017	2018	2019
	ATENOR				BELGIAN ALL SHARES		ATENOR				EPRA EUROPE

NET CONSOLIDATED RESULTS	CURRENT CASH FLOW
(in millions €)	(in millions €)

50											50
40											40
30											30
20											20
10											10
0	2011	2012	2013	2014	2015	2016	2017	2018	2019	2020	0	2012	2013	2014	2015	2016	2017	2018	2019	2020
	2011

PROFILE

ATENOR is an international real estate development company quoted on the continuous market of Euronext Brussels.

1. city stakeholder, ATENOR invests in large-scale property projects which meet strict criteria in terms of urban planning, economic efficiency and respect for the environment.

ATENOR has made its mission to conduct its business as real estate developer in harmony with the city's evolution. Very early, ATENOR positioned itself as an urban stakeholder, aware of the new challenges the city has to face (urban population

MISSION & VALUES

By investing in ATENOR, shareholders expect a return.

The mission of ATENOR is therefore to create value through a strategy that is clear and widespread.

Over the years, ATENOR has defined and specified its activity, that of a real estate developer, and explained the way in which ATENOR performs.

For shareholders who have chosen to invest in the real estate development sector, ATENOR offers a diversification of their risk, a specific approach to the activity, and access to large-scale real estate projects.

ATENOR mission aims on the one hand to offer the shareholders regular remuneration of the capital supported by recurrent and increasingly diversified positive results, and on the other hand to ensure the

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growth and socio-economic issues, energy transition and environmental challenges, digital revolution and participatory democracy).Through its urban planning, architectural and societal approach, ATENOR proposes answers to the demands of private, social and work life for the cities of today.

Present in 9 European countries, ATENOR opts for dynamic markets, supported by a political will for sustainable adaptation of the urban fabric. Through its intervention, ATENOR is committed to contributing to the influence of cities and the quality of life of their occupants.

To achieve this, ATENOR can rely on its expertise while continuing to invest in innovation and new technologies.

ATENOR thus consolidates its role as an urban actor committed to more attractive, smart and sustainable cities where the comfort and safety of citizens find their place.

Through the communication and the application of the essential principles of Corporate Governance, ATENOR gives its activities the transparency that is required to an easy reading.

All ATENOR employees act with respect for the criteria of integrity and ethics that are essential to the correct operation of a quoted company, active in real estate development. It is therefore natural that ATENOR strengthens its strategy by linking it to

1

financial Audited report Activities shareholders to Information Administration report Sustainability …unfolded it how 2020, shareholders to Letter Strategy Values & Mission , Profile

GLOSSARY :

Gross return for 1 year : (last closing price + adjusted dividends paid during the last 12 months - last list price of the previous period) / last list price of the previous period

Return :dividend for the last full financial year / last list price

Capitalisation : number of shares x last list price of the financial year concerned.

CONSOLIDATED CAPITAL AND RESERVES

(in millions €)

300

240

180

120

60

0

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

NET RESULT AND GROSS DIVIDEND PER SHARE

(In €)

10

8
6
4
2
0
2011	2012	2013	2014	2015	2016	2017	2018	2019	2020

growth of the value of ATENOR's assets through the consolidation and the expansion of its know-how and the constant renewal of its portfolio with new projects.

Acting for the city is ATENOR's credo. It is on this basis that ATENOR is strengthening its commitment and setting itself ambitious objectives in terms of sustainable development. ATENOR intends to play its role in reducing emissions, adapting to climate change, reducing pollution and damage to the environment and using renewable energies.

ESG (Environment, Social and Governance) criteria, which are fundamental aspects of the values that guide the company.

Once the mission and values have been clearly defined, the profit generated annually by ATENOR appears to be the result of the action of each employee who is motivated to bring the best of himself on a daily basis.

information General2020 statements

Net result per share		Gross dividend per share

2 I 2020 Financial annual report - Stategy

REALEX

www.atenor.eu

STRATEGY

The activity of ATENOR is real estate development.

For more than 25 years, ATENOR has accumulated results while continuing to create know-how recognized by the market.

3

Strategy Values & Mission Profile,

BRUSSELS

RESPONSES TO CHANGES IN URBAN PRIVATE AND WORK LIFE

The digital revolution, environmental emergencies and today's mobility issues entail and require at the same time a profound change in the way we live and work.

The scale of urbanization, building designs and functions interact with this evolution, sometimes recognising it, sometimes promoting it.

In this context, ATENOR's strategy is very specific: as a real estate developer, ATENOR is a leading stakeholder that perceives and anticipates these changes and, through the development of innovative projects, participates in the adaptation of the urban fabric so that it meets the new private and work life demands and aspirations. ATENOR therefore invests in large-scale real estate projects meeting very strict criteria concerning the choice of the site ("prime location"), technical quality, the costs of investment and the lease and sale potential.

RESPECT FOR THE ENVIRONMENT AND SUSTAINABLE DEVELOPMENT

In response to the growing environmental concern and particularly sensitive to sustainable development, ATENOR promotes the application of new technologies and the use of specific materials in its new real estate projects. ATENOR also advocates for a comprehensive ecological approach. Its dense and mixed projects in the vicinity of public transport stations present the most favourable possible ecological balance at city level.

AN INTERNATIONAL DIVERSIFICATION

By asserting that its place of business is the urban environment, ATENOR intends to showcase its knowhow in several cities in terms of what they have in common and especially the need to adapt their urban fabric to changes in private and work life. Furthermore, through its presence in the locations where it invests, ATENOR guarantees the integration of the specificities of each city. Currently ATENOR is mainly active in Brussels, The Hague, Luxembourg, Paris, Lisbon, Düsseldorf, Warsaw, Budapest and Bucharest, to name only the big cities.

LARGE SCALE PROJECTS WITH MIXED FUNCTIONS Responding to the numerous changes in the real estate market, ATENOR focusses on the office and residential markets, demonstrating a wide range of skills. At the end of 2019, there were 31 projects in portfolio. They represent an approximate area of 1,270,000 m². In the future ATENOR intends to maintain this diversification of allocations depending on the fundamental developments of the markets.

ATENOR is interested in particular in major urban planning projects currently being implemented by the cities and the regions. To this end, ATENOR will continue its policy of constructive dialogue with the authorities and local administrations and will analyse any opportunity that conforms to those projects, with a view to investment.

ATENOR is seen as a reliable economic partner for the necessary adaptation of the urban structures in the light of economic, demographic and sociological developments.

information Generalstatements financial Audited 2020 report Activities shareholders to Information Administration report Sustainability …unfolded it how 2020, shareholders to Letter

4 I 2020 Financial annual report - Letter to shareholders

LETTER TO SHAREHOLDERS

From the left to the right:

Stéphan SONNEVILLE SA

Chief Executive Officer

Frank DONCK

Chairman of the

Board of Directors

www.atenor.eu 5

statements financial Audited 2020 report Activities shareholders to Information Administration report Sustainability …unfolded it how 2020, shareholders to Letter Strategy Values & Mission Profile,

information General

6 I 2020 Financial annual report - Letter to shareholders

LETTER TO SHAREHOLDERS

www.atenor.eu 7

& Mission Profile,

Dear Shareholders,

As we write you this letter, we are still in the midst of the pandemic, and this account will be marked by realism but also by optimism.

During the year 2020, ATENOR showed real resilience, as well as sincere empathy with the world in which it "acts for cities".

Never has the phrase "Acting for cities" been more meaningful than during this year, when the pandemic hit cities more intensively and the lockdown wrought deep changes both in our private and professional conduct and in our thinking and aspirations.

As we are active in 9 countries following the major development of our business, most recently in Germany and the Netherlands, we have, more than any other real estate developer, felt the European dimension of the health crisis but also the pace of change and the acuteness of the unprecedented challenges now facing us.

Resolutely European and internationally scaled, ATENOR was able, despite the circumstances, to complete the first stage of its international development plan in 2020 - an effective presence in a number of European countries.

Correspondingly, and more actively over the coming months, we will implement the second stage of this international growth plan through a targeted increase in activity levels in each of the countries where we already have a presence.

By a happy coincidence, our European credo has once again been hailed in Brussels, the capital of Europe: the European authorities have chosen ATENOR to design and develop the European Union's new Conference Centre. This is a symbolic recognition of the role of Brussels as the Capital of Europe. ATENOR is honoured to be taking on the heavy responsibility of implementing this project, which will be so crucial to the group's image, competences and results over the coming years.

Among the changes that we anticipate, due to the health crisis and the burdensome but essential lockdowns, we would point to those affecting the way offices are used, the criteria behind housing

aspirations, and consumer habits. But we will also collectively come to realise that this health crisis has undoubtedly reaffirmed the very essence of our sociability - at first as an aspiration, but then as a necessity. On the professional side, nobody can any longer doubt the need for collaboration, in the primary sense of that term. After all, aren't today's business openings stemming from ideas born of earlier collaboration?

A new work-life balance will imply a shift in private and professional accommodation structures. A shift that will be qualitative before it is quantitative.

So for real estate developers like us, crises are opportunities to propose reinvented buildings and meet new demands. Within ATENOR, we have intensified the work of ArchiLab, our think tank tasked with analysing the different architectural, technical, technological and societal trends by combining ideas drawn from internal expertise with those based on outside competences. ATENOR therefore feels well placed to anticipate demand and come up with products that will meet the "post-Covid" requirements of the coming years.

While all minds are still focussed on the health crisis, we should not forget that the climate issue was a major concern and discussion point well before March 2020. As soon as the health crisis is resolved, we will be faced with another, equally acute emergency - the challenges that climate change will pose to our civilisation. As real estate is a sector linked to a major proportion of carbon emissions, our profession will obviously have to look at its own role and come up with environmentally appropriate responses. The property sector will undergo further deep, inspiring changes, and ATENOR will respond in terms of both relevance and performance. For instance, the European Union Conference Centre will be one of the first buildings of its type to be passive in terms of energy.

But these climate and health crises must not be allowed to obscure the economic and social issues to which they are linked. Rather than contenting ourselves with a series of ill-assorted responses, however well-intentioned they may be, a global movement was launched a few years ago by the

United Nations and is gradually gaining ground in the business world. This is a global approach set out in the SDG, the Sustainable Development Goals.

As of last year, we confirmed that all our projects will comply with the real estate standards BREEAM "Excellent" and WELL "Gold-Ready". This year, we have decided to fully sign up to this sustainable SDG approach, which the United Nations has distilled into 17 Goals.

Your company's willingness to sign up to this sustainable multidisciplinary approach is aimed at much more than the quality and sustainability of our property developments, even though that is our core business. It is also about how we finance them, the human resources policy that we apply and the social responsibility that we accept.

In this document, you will find our first Sustainability Report. Through this approach, we are getting a little closer each day to a sustainable, global, coherent approach - a resolutely sustainable enterprise, harmoniously integrated into tomorrow's world.

The criteria adopted by the financial markets are no exception here. ESG - Environmental, Social and Governance criteria - are part of that future world. In 2021, ATENOR will launch its first Retail Green Bond in the financial marketplace of Brussels, affirming its pioneer role while also ensuring targeted financing of its projects.

Your company, resolutely adhering to sustainable practices within a European space, therefore has everything it needs to tackle the challenges of a shaken world searching for a new equilibrium.

This is the context in which ATENOR is closing the financial year 2020 with a result of EUR 24 million. This result is drawn from diversified income sources, enabling the resilience that we cited at the beginning of this letter. As well as the completion in June 2020 of the negotiations with the European Union on the rental of the Brussels building The One, we were able to conduct several transactions, in both the residential and the office markets, that fuelled the results with earnings from several countries, as much from Western as Central Europe.

In June 2020, we requested you to increase the firm's capital. The purpose of these new own funds is to support the development of our activities at the international level, in line with the values that guide the group.

Now, at the start of 2021, we have already concluded transactions that enable us to envisage getting through this health crisis with every confidence.

Buoyed by that confidence, by the validity of our business model and by our European presence, we propose that you approve a dividend increased by 5% to 2.42 euros.

In conclusion, we would also like to mention the support given by your company throughout the year both to the academic world for research funding and to several associations who care for the needy. You will find more details of this in the Sustainability Report.

Last but not least, we warmly thank all of our colleagues for their remarkable efforts under extremely irksome conditions.

Stéphan SONNEVILLE SA	Frank DONCK
Chief Executive Officer	Chairman of the
	Board of Directors

information Generalstatements financial Audited 2020 report Activities shareholders to Information Administration report Sustainability …unfolded it how 2020, shareholders to Letter Strategy Values