Xior Student Housing : Annual financial report 2022

Groningen

Leuven

Amsterdam

Madrid

"Xior Student Housing wants to provide as many students as"possible with a great first living experience.

2022

ANNUAL FINANCIAL REPORT

1. XIOR IN A NUTSHELL

XIOR IN A

NUTSHELL

RENTED 98%

Occupancy rate

Housing to

+135

Nationalities

180

Employees

46% 54%

18.002

Rentable units

Total area of

the property portfolio

909,409 m2

Bezettingsgraad

Nature of property portfolio

91%

Students

9%

Other

'Best in class' organisation and employees

Happy students in efficient buildings

Geographic spread

8countries

42cities*

3.03 billion

Fair value of property portfolio

Sweden

Denmark

Germany

The Netherlands

Belgium

Spain

Portugal

Poland

Fair value split/country

NL	40%
BE	21%
DK	13%
ES	11%
PL	5%
PT	5%
SE	3%
DE	2%

Total rent split/country

NL	34%
BE	22%
ES	18%
DK	10%
PL	6%
PT	5%
DE	3%
SE	0%

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Alternative Performance Measures and the term "EPRA earnings"

Alternative performance measures (APMs) are measures used by Xior Student Housing NV to measure and monitor its operational performance. The European Securities and Markets Authority (ESMA) has issued guidelines that apply since 3 July 2016 for the use and explanation of alternative performance measures. The concepts Xior considers APMs are included in Chapter 10.8 of this Annual Report. The APMs are marked

with and are accompanied by a definition, an objective and reconciliation as required under the ESMA guidelines.

The EPRA (European Public Real Estate Association) is an organisation which promotes, helps to develop and represents the European publicly listed real estate sector in order to boost confidence in the sector and increase investment in publicly listed real estate in Europe. For more information about EPRA, visit www.epra.com.

• The previously announced letter of intent for the Aachen Blue Gate project (Germany) was terminated with effect from 22 February 2023 (see press release of the aforementioned date). This project was therefore no longer included in the figures as at 31.12.2022 in this annual report.

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This Universal Registration Document (URD) has been filed with the FSMA, which is the competent authority in accordance with Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of Regulation (EU) 2017/1129.

The Universal Registration Document may be used to offer securities to a regulated market for trading, provided that where appropriate, the FSMA has approved it together with any amendments and a securities note and summary as approved in accordance with Regulation (EU) 2017/1129.

This Annual Financial Report is also available in Dutch.

The Annual Financial Report was translated into English under the responsibility of Xior Student Housing NV. Only the Dutch version of the Annual Financial Report has evidential value. Both versions are available on the Company website (www.xior. be) or from the registered office upon request (Xior Student Housing NV, Frankrijkei 64-68, 2000 Antwerp, Belgium).

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TABLE OF CONTENTS
01	RISK MANAGEMENT	13
1.1	Market risks	15
1.1.1	Risks associated with supply and demand in the student housing market	15
1.2	Property-related risks	16
1.2.1	Risks associated with the evolution of the Fair Value of the property portfolio	16
1.2.2	Construction, development and conversion risks	16

1.2.3 Risks associated with (the rejection or delay of) permits and other authorisations and the requirements

	to be met by the property	18
1.2.4	Risks associated with the execution of maintenance work and repairs	19
1.3	Operational risks	19

1.3.1 Risks associated with the inability to conclude leases and have leases executed (in particular risks associated with

	the impact of changes to the Dutch Housing Valuation System), vacancy and loss of rent	19
1.3.2	Risks associated with mergers, demergers or takeovers and processing/integration of acquired activities	20
1.3.3	Risks associated with the large-scale digitalisation project	21
1.3.4	Risks associated with disturbances caused by student tenants and resulting reputational damage	21
1.3.5	Risks of defaulting tenants	22
1.3.6	Risks associated with (the inability to pay) dividends	22
1.3.7	Risks associated with operations in Poland	22
1.4	Financial risks	24
1.4.1	Risks associated with financing - exceeding the debt ratio	24
1.4.2	Risks associated with financing agreements (including compliance with covenants) - liquidity	24
1.4.3	Risks associated with rising interest rates and fluctuating fair values of hedging instruments	25
1.4.4	Risks associated with inflation and rising energy prices	25
1.4.5	Risks associated with exchange rates	26
1.5	Regulatory and other risks	27
1.5.1	Risks associated with the status of a Public RREC and the applicable taxation	27
02	MESSAGE TO THE SHAREHOLDERS	29
03	KEY FIGURES PER 31 DECEMBER 2022	33
04	COMMERCIAL ACTIVITIES AND STRATEGY	37
4.1	Who we are - our profile	39
4.2	Why we do it - our purpose	40
4.3	What we do - our product & organisation	41
4.4	How we do it - our strategy	42
05	MANAGEMENT REPORT	49
5.1	Public RREC status	50

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5.2	Comments on the consolidated financial statements for financial year 2022	50	6.2.1	Capital structure	96
5.2.1	Consolidated balance sheet	50	6.2.2	Decision-making bodies	96
5.2.2	Consolidated income statement	51	6.2.3	Authorised capital	96
5.2.3	Result allocation	53	6.2.4	Purchase of shares	96
5.2.4	Research and development	53	6.2.5	Contractual provisions	96
5.2.5	Branches	53	07	THE XIOR SHARE
5.3	Management and use of financial resources	54
5.3.1	Financing agreements	54	7.1	The share on Euronext Brussels	100
5.3.2	Interest rate risk hedging	55
5.3.3	Capitalisation and debt	55	7.2	Shareholders	102
5.4	Transactions and achievements	56	7.3	Coupon information	102
5.5	Operational update	60	7.4	2023 financial calendar	103
5.6	Post balance sheet events	61	7.5	Dividend policy	103
5.6.1	Closing Rue Mélot Namur	61
5.6.2	Termination of the intention of acquisition Aachen BlueGate	61	7.6	Outlook - profit forecast	104
5.6.3	Xior exercises the right of deferral final part Basecamp transaction	61	7.6.1	General	104
5.6.4	Update on sold properties and divestments	61	7.6.2	Hypotheses	104
			7.6.3	Forecast of the consolidated results and dividend expectations	106
5.7	Outlook for 2023	61	7.6.4	Statutory Auditor's report on the profit forecast	107
5.7.1	Growth prospects for financial year 2023	61	08	PROPERTY REPORT
5.8	Data according to the EPRA reference system	62	109
5.8.1	EPRA Key Performance Indicators	62	8.1	Property market	110
5.8.2	EPRA net rental income on a constant comparison basis	68	8.1.1	Student Housing Market in Belgium	110
5.8.3	EPRA CapEx tablel	69	8.1.2	Student Housing Market in the Netherlands	111
			8.1.3	Student Housing Market in Spain	111
5.9	Required elements of the Annual Report	69	8.1.4	Student Housing Market in Portugal	115
06	CORPORATE GOVERNANCE		8.1.5	Student Housing Market in Denmark	121
71	8.1.6	Student Housing Market in Germany	123
			8.1.7	Student Housing Market in Poland	125
6.1	Corporate Governance Statement	72
6.1.1	Code of Reference and Corporate Governance Charter	72	8.2	Property portfolio	130
6.1.2	Internal control and risk management systems	73	8.2.1	Valuation of the property portfolio as at 31 December 2021	130
6.1.3	Shareholdership	75	8.2.2	Description and diversification of the property portfolio	144
6.1.4	The Company's Board of Directors	76	8.2.3	Description of the buildings in the property portfolio	152
6.1.5	Composition	77	8.2.4	Valuation of the property portfolio by the Valuation Experts	197
6.1.6	Brief description of the directors' professional careers	78	09	CORPORATE SOCIAL RESPONSIBILITY
6.1.7	Chair of the Board of Directors	81	201
6.1.8	Reliability, expertise and experience	81
6.1.9	Functioning and duties of the Board of Directors	82	9.1	Word from the CEO	203
6.1.10	Summary of the Board of Directors' activities in 2022	83
6.1.11	Managing Director and effective management	83	9.2	Sustainability strategy	204
6.1.12	Executive management	84	9.2.1	Stakeholder engagement	204
6.1.13	Committees of the Board of Directors	87	9.2.2	Materiality matrix	207
6.1.14	Conflicts of interest	88	9.2.3	Xior's ESG Framework: Housing the future is Respecting the future	208
6.1.15	Specific conflicts of interest	89	9.2.4	Xior's contribution to the SDGs	209
6.1.16	Statements	91	9.2.5	ESG ACTION PLAN 2021-2023: the North Star project	210
6.1.17	Remuneration report	91
			9.3	Implementation & performance measurement	212
6.2	Information pursuant to Article 34 of the Royal Decree of 14 November 2007	96	9.3.1	Governance: Ethics and integrity	212

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9.3.2	Social employees: Staff welfare, health, safety	214
9.3.3.	Social tenants: Wellbeing, health and safety students	220
9.3.4	Sustainable buildings in sustainable communities	223
9.3.5.	Energy efficiency & climate impact	229
9.4	EPRA tables	238

9.4.1 EPRA SBPR tables of environmental performance indicators - full portfolio & head office, segment analysis

	by country	238
9.4.2	EPRA SBPR table of social performance indicators	248
9.4.3	EPRA SBPR table of governance performance indicators	249
9.5	Measurement methodology and assumptions	250
9.5.1	Reporting period and organisational boundaries	250
9.5.2	Measurement scope and coverage	250
9.5.3	Estimation and extrapolation of consumption data under the responsibility of XIOR	250
9.5.4	Reporting of consumption data under XIOR and student responsibility	251
9.5.5	Reporting from own headquarters	251
9.5.6	Analysis of the calculation	251
9.6	External verification of reporting	254
10	FINANCIAL REPORT	257
10.1	Consolidated income statement	258
10.2	Consolidated comprehensive income statement	260
10.3	Consolidated balance sheet	261
10.4	Consolidated statement of changes in equity	264
10.5	Consolidated cash flow statement	268
10.6	Notes to the consolidated annual financial statements	270
10.6.1	General corporate information	270
10.6.2	Important financial reporting principles	270
10.6.3	Accounting principles	271
10.6.4	Significant accounting estimates and key uncertainties	271
10.6.5	Principle for consolidation	271
10.6.6	Business combinations and goodwill	271
10.6.7	Foreign currency	272
10.6.8	Investment property	273
10.6.9	Property developments	274
10.6.10	Expenses for works to investment property	275
10.6.11	Disposal of an investment property	275
10.6.12	Other tangible fixed assets	276
10.6.13	Fixed assets or groups of assets held for sale	276
10.6.14	Financial instruments	276
10.6.15	Current assets	277
10.6.16	Equity	277
10.6.17	Provisions	277
10.6.18	Financial liabilities	278
10.6.19	Property result	278
10.6.20	Property charges	279

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10.6.21	General expenses of the Company and other operating result and costs	279
10.6.22	Financial result	279
10.6.23	Profit tax	279
10.6.24	Exit tax	280
10.6.25	Financial risk management	281
10.7	Segment information	282
10.8	Alternative Performance Measures (APM's)	285
10.9	Other notes	291
10.9.1	Property result	291
10.9.2	Property charges	293
10.9.3	General expenses	294
10.9.4	Other operating income and costs	294
10.9.5	Result on the portfolio	295
10.9.6	Financial result	296
10.9.7	Corporation tax	297
10.9.8	Investment property	298
10.9.9	Other tangible fixed assets	305
10.9.10	Financial fixed assets	305
10.9.11	Trade receivables and other fixed assets	308
10.9.12	Participating interests in joint ventures - equity method	308
10.9.13	Trade receivables	309
10.9.14	Tax receivables and other current assets	310
10.9.15	Cash and cash equivalents	310
10.9.16	Accruals and deferred payments - Assets	310
10.9.17	Capital and issue premiums	312
10.9.18	Shareholder structure	316
10.9.19	Earnings per share	316
10.9.20	Other long-term liabilities	317
10.9.21	Deferred taxes	317
10.9.22	Financial debts	317
10.9.23	Trade debts	319
10.9.24	Other current liabilities	319
10.9.25	Accrued liabilities and deferred income	319
10.9.26	Financial assets and liabilities	320
10.9.27	Transactions with related parties	321
10.9.28	Statutory Auditor's fee	321
10.9.29	Acquired real estate companies and investment property	322
10.9.30	Average headcount and breakdown of staffing costs	324
10.9.31	Events after the balance sheet date	324
10.9.32	Scope of consolidation	325
10.9.33	Debt ratio	327
10.9.34	Off-balance sheet rights and obligations	329
10.9.35	Legal and arbitration proceedings	329
10.9.36	Auditor's report on the consolidated financial statements	331
10.10	Abbreviated version of the separate financial statements of Xior Student Housing NV	343
10.10.1	Statutory income statement	344
10.10.2	Comprehensive income statement	346
10.10.3	Statutory balance sheet	347
10.10.4	Statement of changes in equity	350
10.10.4	Statement of changes in equity	352

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