Annual Report… · is expanding business to Rotterdam, also moving to the former EDGE head office in Las Palmas for greater floor space. EV-Box is an international expert in Electric

/001

Annual Report2019

Issued by OVG Real Estate B.V.

/002

OVG Real Estate B.V.

Fred Roeskestraat 115

1076 EE Amsterdam

The Netherlands

+31 88 170 [email protected]


P.O. Box 87354

1080 JJ Amsterdam

The Netherlands

Chamber of Commerce registration number 24291656

OVG Real Estate B.V. Annual Report 201 9

/02/03

/01 Making sustainability work

/02 Management's board report

/03 Key statistics

/04 Management board

4.1 Management board4.2 Advisory board

/05 Financial statements 2019

5.1 Consolidated balance sheet (after appropriation of result)

5.2 Consolidated income statement and statement of comprehensive income

5.3 Consolidated cash flow statement5.4 Notes to the consolidated financial statements5.5 Notes to the consolidated balance sheet5.6 Notes to the consolidated income statement5.7 Company balance sheet

(after appropriation of result)5.8 Company income statement5.9 Notes to the company balance sheet

/06 Other information

6.1 Statutory rules concerning appropriation of result6.2 Independent auditor’s report

Colophon

Table of contents_

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6

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36

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78

/04/05

/ 0 1

Making

sustainability work

“ If I was to sum up this year in a single sentence, it would be ‘Finally, sustainable is back on top again.’ A full year in our EDGE Olympic Headquarters, watching and tracking the data, strengthens our belief that smart buildings really are optimised for both better people-focussed work environments and sustainable energy savings. This together with delivery of new buildings all over the world, is what we will use to keep spreading our important message.

A N N U A L R E P O R T 2 0 1 9

Coen van Oostrom, Founder & CEO

Last year definitely ended on a high

note, we had a great year as EDGE.

We delivered buildings, and took part

in some fun initiatives in cities getting

new EDGE buildings (Eindhoven, Berlin,

Amsterdam). We were also awarded

an outstanding LEESMAN+ employee

satisfaction score of 81.7, telling us that

not only does the technology work

but that our offices are places people

feel very satisfied to spend time in. We

received other important certifications

and won other awards last year, but

that is not the focus here. Awards make

it very easy for companies to use PR to

build up their business. They then ignore

the bigger picture, part of which is to

concentrate on carbon neutral buildings.

No matter what the awards say, we are

behind on that as an industry. We at

EDGE want to build our business around

real things like cutting-edge processes,

stats and giving the world and people

what they need. Better buildings with the

EDGE difference.

As ever, in our thinking and buildings,

EDGE does not act like a real estate

development company. We continue to

work on our processes, thinking, and

improving what we have. We bring newer

technologies and ways of reading data

into our buildings, like at EDGE Olympic

and for Unilever. And we will continue to

spread the word through hard stats. Our

technology can make a big difference

on building sustainability and carbon

neutrality for 2050. From 2020 onwards,

watch us for even more exciting news

around our tech offering as we continue

to bring real change to the real estate

industry.

/06/07

EDGE visited many places, important conferences and events

throughout the year. The spread of industries was different to previous

years, about 50/50 real estate and tech events, with our Founder and

CEO Coen speaking and networking at both. It became really clear

during 2019 that the gap between these two industries continues to

narrow as technology becomes more engrained into development

projects. It is already amazing that cars can drive themselves

and buildings can be autonomous—all down to technological

advancements, AI and digitised processes like deep learning. It’s

exciting to see that a whole new industry of merged entities now exists,

like our own PropTech industry. This will continue to change traditional

industry for the better.

Conferences, events and interesting initiatives_

JANUARY 2019

WEF, DavosThe World Economic Forum had

Globalization 4.0 as this year’s theme.

The circular economy, smart cities and

establishment of new, sustainable urban

systems were key discussion topics.

Coen took part in the ‘Enhancing energy

efficiency’ panel and talked about key

game changers within our industry. EDGE

also hosted a Dutch night with fondue

and a keynote speech by Hans-Werner

Sinn, one of the world’s most influential

economists of the last 30 years.

/ 0 2

Management

board report

A N N U A L R E P O R T 2 0 1 9JUNE 2019

NOAH Berlin, Zurich and London The theme of NOAH this year was

empowering the European Digital

Ecosystem. In London, Coen talked about

the combination of Real Estate and Tech,

some of the challenges of running two

companies in such different fields at the

same time, and the future hopes for EDGE

in building the world better buildings. He

described how our sensor systems are

so sensitive they can track air quality

in a business meeting in real time. And

also how the big real estate players are

now asking for EDGE technology in their

existing building portfolios.

/08/09

Conferencesand events_

/010/011

JULY 2019

Provada VR Valley Experience, AmsterdamDuring the Provada, the biggest real

estate exhibition in the Netherlands,

EDGE previewed Valley with a clever 360

VR experience. From a green platform

people looked out over the landscape to

come.

NOVEMBER 2019

Green Deal finally outlined, EU2019 was the year that the long awaited

Green Deal finally outlined industry

specifics for climate neutrality by 2050.

79% of people agree that tackling climate

change will lead to innovation, but that

the how was until now unclear. After the

Paris Agreement, and with responsibility

placed on individual countries and

policies, it was very easy for everyone to

pass on the problem. Now it is clear that

the focus is on old building renovation

to cut energy consumption, since 40%

of EU carbon emissions currently comes

from heating buildings , and the transport

of materials is also tackled. Renovation

is very important in to a real estate

company when it comes to agility and

change. We want to pre-empt forced

measures and be the leader in those huge

opportunities to use real estate to cut

carbon emissions worldwide.

DECEMBER 2019

Climathon Hackathon, BerlinThis event centred around the huge

climate game-changer of Zero Waste

Office Buildings. Participants, including

students, entrepreneurs, developers

and other professionals, found many

innovative solutions over a full 24 hours,

even sleeping in the building (briefly). The

event took part in the Futurium right next

to EDGE building HumboldtHafen Eins.

Supported by two EDGE employees the

teams pitched their innovative solutions

to an EDGE jury of Martin Rodeck,

Executive Managing Director of EDGE

Germany, and Andreas Jorsch, Senior

Development Manager. We are now

looking at ways to implement the two

winning ideas.

THROUGHOUT THE YEAR

Berlin Eindhoven and AmsterdamOn a lighter note, EDGE held a few small

events across the summer: handing

out plants to improve air quality in

Amsterdam and Berlin. And giving

out healthy smoothies in Eindhoven

to highlight the new EDGE building

coming to the city soon!

/012/013

EDGE means business. In terms of our core business, development,

we’ve delivered buildings to Triodos and ING. We also had many

highpoint of buildings throughout the year. EDGE welcomed main

tenant Amazon to their development at EDGE East Side Berlin while

EDGE Südkreuz Berlin celebrated the Cornerstone Ceremony. In terms

of global expansion, the horizon is bright in Boston and London. Three

new EDGE buildings were announced in 2019—two in Boston, USA. And

the first EDGE project in London, near the infamous Shard in London’s

Southbank.

2019 in retrospect_

NetherlandsEuropean Medicines Agency (EMA)

opened Spark this year, as it moves to

Amsterdam from the UK. The building

was officially opened by Bruno Bruins, at

that time Minister for Medical Care of the

Netherlands. He welcomed the European

Medical Agency (EMA) into its new,

temporary home.

Coca-Cola officially opened their new

office in MM25. MM25 is the former

headquarters of electricity company

Eneco and has been redeveloped into

a smart building by integrating various

smart technologies, based on the EDGE

technology platform

EVBox, currently a part of EDGE Olympic

is expanding business to Rotterdam, also

moving to the former EDGE head office

in Las Palmas for greater floor space. EV-

Box is an international expert in Electric

Vehicle (EV) charging infrastructures and

related cloud-based services. The move to

a new home base is in answer to EV-Box’s

increasing success within Europe.

EDGE and G&S Vastgoed deliver the

pavilion next to the new ING office in

Amsterdam. This 900 m2 pavilion is

a publically accesible space for the

community of entrepreneurs, local

residents, employees, students, academics

and all other visitors.

ING HQAmsterdam39,000 sq m

Triodos is special as it not only pushes

boundaries in terms of sustainability

and circularity, but also forms part of an

integrated area development push that

has led to a major sustainable impulse

for the entire Driebergen-Zeist station

area. Additionally, it was awarded with

three awards already. While using circular

processes within the build, the design is

also circular in nature—built on biometric

principles.

The ING HQ in Amsterdam was delivered

together with G&S Vastgoed, here

the five-storey office, consists of two

interconnected buildings, each with an

atrium. It will be an open and dynamic

environment for creative collaborations

between entrepreneurs, scientists and

innovators.

TriodosDriebergen-Zeist47,000 sq m

/014/015

BerlinEDGE Grand Central Berlin, in Berlin’s

Europacity, is now Germany’s smartest

building and Oracle will be moving in as

tenant. The global provider of enterprise

cloud computing will lease approximately

3,500 square metres of the 20,000

square metres of usable space and will

move in 2020. EDGE Grand Central Berlin

reached the highest point of build and

was celebrated with a so called topping

out ceremony.

EDGE has sold EDGE East Side Berlin

to Allianz Real Estate and Universal-

Investment. The joint venture of Allianz

Real Estate and Universal-Investment,

the latter acting as an investor for

a special fund with the Bayerische

Versorgunskammer, have acquired the

approximately 140-metre-high skyscraper.

This is Allianz's second investment in an

EDGE project following EDGE HafenCity

Hamburg.

EDGE welcomed main tenant Amazon to

EDGE East Side Berlin this year. Designed

by Bjarke Ingels Group, it is not only an

example of great architecture, but shares

principles of the latest high-rise guidelines

‘Hochhausleitbild’ developed by the Berlin

municipality.

Meanwhile, EDGE Süedkreuz Berlin

celebrated the Cornerstone Ceremony

with Berlin’s Governing Mayor Michael

Müller. This building will be Vattenfall’s

new Headquarters, to be completed in

2021.

EDGE HafenCity HamburgGround breaking ceremony

EDGE Grand Central BerlinTopping out ceremony

HamburgThe ground-breaking ceremony of

EDGE HafenCity Hamburg has taken

place. Marking the official start of

construction, the multifaceted, future-

oriented role of EDGE within Hamburg

HafenCity was highlighted. Dr Dorothee

Stapelfeldt, Senator for the Ministry of

Urban Development and Housing, said,

"HafenCity plays an outstanding role in

the development of Hamburg. Today's

ground breaking ceremony points us in

exactly the right direction. Thanks to its

smart concept, EDGE HafenCity will serve

as a beacon for the future."

EDGE has additionally sold this HafenCity

office development to Allianz in an off-

market forward deal. This acquisition,

executed by Allianz Real Estate on behalf

of several Allianz companies, builds on

Allianz’s strategy to secure high-quality

office buildings early on and further

increases its allocation to the German

office sector.

/016/017

for Triodos completed our awards list:

Architectenweb Kantoorgebouw van

het Jaar 2019, Cobouw-award Meest

Duurzame Project 2019 and Award

Natuurinclusief Bouwen en Ontwerpen. As

a company, we even received a European

Developer Real Estate Brand of the Year

award, which is measured through brand

positioning and brand recognition within

the industry.

Certificates and awards that tell our storyWe were proud of our awards this year,

especially as two were aimed at our new

Headquarters in Amsterdam Zuidas – our

EDGE Olympic office building got the

first ever WELL v2 Platinum in the world

and then a score of 81.7 in employee

satisfaction from Leesman+. That puts

our office in the top 5% of office buildings

worldwide as great places to work—

the average score is 62.4. 3 awards

At EDGE, we are really excited about our international growth. We

see more evidence of our strategy working, which is reflected by

partners giving us the opportunity to develop buildings on their

premises, municipalities supporting the planning processes, and

cities like Boston and London buying into our SMART, sustainable

and healthy ideaswork environments and sustainable energy

savings. This together with delivery of new buildings all over the

world, gave us what we will use to keep spreading our message.

“

BostonEDGE announces 3rd US project: a new

EDGE building in the Assembly Row

neighbourhood of Somerville Boston, in

partnership with Boston Global Investors

(BGI).

UKEDGE is entering the exciting new UK

market by securing project on London’s

South Bank. The acquisition is subject

to planning permission, which EDGE

will pursue in close partnership with the

seller, one of the UK’s largest real estate

investment managers. The partners

will consult closely with the Southwark

Council and the local community. After

completion of the development – four

to five years from now – 60 St Thomas

Street will be an optimised office

environment and a new workspace fit for

the future.

Boudewijn Ruitenburg, COO

“ This award was a great acknowledgement by the industry, and just

shows that it is possible for sustainable real estate development

combined with innovative tech to be highly recognised, which is

important.

Frank Jansen, Brand Director

/018/019

Cumulative completed real estate in gross floor area 2020 showing the expected increase in sq m to be completed

2017

2018

2019

2016

800,000

1,000,000

200,000

0

400,000

600,000

Year

2016

2018

2019

800,000

1,000,000

200,000

0

400,000

600,000

Year

Cumulative signed rental agreements in gross floor area 2020 showing the expected increase in sqm to be signed

2017

1,200,000

1,400,000

1,200,000

2020

2020

Sustainability project ratings 2019 registered for assessment

BREEAM Good: 1 Greencalc+ C: 2 Energylabel A: 3

BREEAM Very Good Bespoke: 1BREEAM Very Good: 3

Greencalc+ B: 3

BREEAM Excellent: 9 Greencalc+ A: 1 DGNB Gold: 1

BREEAM Outstanding: 4 DNGB Platinum: 4 Umweltzeichen HafenCity Platinum: 2 LEED Platinum: 1

Investment per sustainability level

BREEAM Good: 0.76% Greencalc+ C: 0.90%

Energylabel A:3.42%

BREEAM Very Good Bespoke: 1.22%BREEAM Very Good: 3.04%

DGNB Silver: 1.25%Greencalc+ B: 4.02%

BREEAM Excellent: 21.62% Greencalc+ A: 9.90% DGNB Gold: 2.12% LEED Platinum: 2.02%

BREEAM Outstanding: 16.28% DGNB Platinum: 25.22% Umweltzeichen HafenCity 8.22%

/020/021

Outlook 2020_

When we first began EDGE we weren’t

sure how attractive the technology

offering (then, a new thing in real estate)

would be to major investors. But we can

now conclude that investors see the value

of sustainable PropTech as much as we

predicted. We sold a lot of our buildings

in 2019 including EDGE Amsterdam West,

EDGE East Side, and EDGE HafenCity to

hedge financial risk and this will continue

into 2020.

Major tenants such as Amazon signed up

to be part of EDGE Berlin Eastside tower

in 2023, while last year both the Triodos

and ING buildings were delivered. The

ING CEO in particular, Ralph Hamers,

spoke of this office being a game changer

for banking activity and a place where

collaboration and/or inspiration will

certainly happen. While as previously

mentioned, our Triodos building won an

industry Cobouw award. Our prediction

around less corporate tenants being a

focus for our buildings were also proved

right, we have EV-box in our Amsterdam

EDGE Olympic and other similar tenants

interested in buildings coming to other

markets. In the industry as a whole,

we’ve seen a rise in start-up companies

overtaking the well-established

corporates such as Bunq and Ayden

becoming leaders in banking / payment

fields over traditional banks like ABN

AMRO. These kind of companies actively

seek out technologically advanced offices

to go with their ethos and values.

During the last years, we have seen

interest rate reductions by policy of

central banks. As a consequence, real

estate yields have dropped to all-time

low levels. The interest rate reductions

have supported economic growth in the

markets we operate in. This has increased

tenant demand for office space in our

markets, leading to a significant step up

in value for core offices. The quality of

our EDGE product, build on our pillars of

sustainability, design, well-being and our

smart concept, fuels tenant and investor

demand on top of the market trends. In

principle, we believe that this trend will

persist for the foreseeable future.

Current market trends have consequences

for land prices and construction costs.

Due to high demand in the construction

market, we see construction prices

increase and availability of construction

capacity reducing. Land prices are

increasing accordingly. On a whole, both

revenues and costs of our projects are

increasing. We are therefore reviewing

our funding models to make sure we can

continue to expand our business. Whilst

considering our options for obtaining

future funding, we will closely monitor the

different legal requirements that come

with different funding models, like for

example the application of AIFMD. EDGE Amsterdam WestAmsterdam60.000 sq m

The political landscape is very relevant for

EDGE. Political unrest in both the US and

UK is a cause for concern. Brexit finally

happening in the UK, and the continuing

challenges of US political unrest, continue

to see these markets fluctuate in terms of

stability of investment. We also see the

impact of political movements resisting

gentrification in all markets. For example

Brooklyn USA saw a particular spike. In

Berlin, there is a concern around a large

company like Amazon signing as a major

tenant for EDGE East Side Berlin. We

will continue to communicate in an open

manner about our intentions, talking

to affected communities. Emphasising

how EDGE buildings will benefit cities,

backed up with evidence from more

established buildings, can help in this. We

will carry on establishing relationships

and conversations with any communities

affected. We need strong leadership from

local politicians in order to manage unrest

over big building projects and to ensure

that people’s concerns are brought to the

table at the planning stage of projects.

With good communication via community

leaders and via marketing channels like

social media after that.

The current pipeline of projects indicates

a continued growth of profit for the year

2020.

/022/023

as these markets are, compared to

the stock exchange, illiquid. We are

in constant communication with real

estate investors, like large insurance

companies, to understand the demand

for newly developed EDGE offices. We

are also being informed by international

brokers, potential tenants and banks on

the capital market and tenant demand

trends. All our projects which are in start

up phase are underpinned by a business

plan. These assumptions are re-validated

against the latest information retrieved

from the market. If needed, these new

projects will continue under altered

conditions or will be suspended.

The management board has asked

The impact of COVID-19At the time of writing this report,

governments are taking significant

measures to contain the COVID-19 virus.

The Board of EDGE understands the

importance of these measures and has

implemented company policies to follow

through on the global aim to reduce

the spread of the virus. We will continue

adjusting our policies during the year if

and when needed. One of the measures

taken is that we have closed all our

offices as of March 13, 2020. Our staff

works from home to the extent that their

jobs allow for it.

The impact of the breakout of the

COVID-19 is continuously being assessed.

each Business Unit to perform a

COVID-19 liquidity stress test. Based

on the assumptions as laid out by the

management board in such stress test

and the continued availability of current

credit facilities, the board does not

foresee liquidity deficits over the short

and medium term. However, it should

be noted that the impact of the virus

cannot be fully overseen at this point in

time. If the government measures will

be intensified and stretched over a long

period of time, the company may need

to take mitigating actions to preserve

liquidity.

Our teams are in touch with our general

contractors to monitor the impact of

the virus on the progress of our projects

which are currently under construction.

Both the availability of staff at the

general contractors and their suppliers as

well as the delivery of building materials

is being monitored. To the extend

possible, action is taken to continue

construction to achieve production

progress as per the planned timelines.

This is all done within the limitations of

health and safety requirements.

The impact of the outbreak of the

virus has led to significant volatility

on the stock exchange markets. Such

data is not yet available on the capital

markets side of the real estate market

EDGE East Side BerlinBerlin80.500 sq m

/024/025

in financial markets. This ongoing

insecurity can have a major impact on

EDGE and its investment strategy. By

securing the exits, looking for funding

alternatives and securing letting deals

for our projects at an early stage we are

protecting ourselves from the impact this

event could have.

Besides the aforementioned elements of

risk, it is apparent that the technological

developments, like big data and the

Internet of Things have a direct impact

on the way new developments by EDGE

are executed, viewed and valued. EDGE

is of the opinion these technological

innovations need to be adopted and

incorporated in the products we deliver.

Through adding personnel with the

knowledge in these fields we ensure our

future products will fulfil the expectations

of a new generation.

During 2019, NOx has become a major

point of risk for Dutch construction

projects. In the Netherlands, the PAS

(Programma Aanpak Stikstof) program

has been active for several years.

However, after a ruling of the Council of

State (Raad van State) the government

had to tighten the program to reduce

NOx emissions from, amongst others,

construction sites. As this tightened

application of measures to reduce NOx

emissions could lead to the cancellation

of EDGE projects in the Netherlands,

several analysis have been made by the

Dutch management assisted by legal

counsel. Although the exact application

of the regulations are still not fully

clear, the analysis shows that the EDGE

projects are, most likely, not materially

impacted by the new NOx regulations.

EDGE is always led by solid risk analysis.

EDGE contracts the best advisors in

the market who undertake an extensive

spatial planning analysis prior to

every binding lease agreement or land

purchase in order to limit spatial planning

risks. EDGE builds longer term working

relations together with financially strong

contractors in order to limit construction

risks with regard to schedule, price and

supply reliability. By working together

with these parties, EDGE reduces the risk

of main contractor bankruptcies and the

consequent risks that can be involved.

Knowledge exchange and innovative

contracting with these preferred suppliers

also enables EDGE to increase the supply

reliability and innovation of its buildings

for clients.

New developments are be carefully

thought through since they are measured

against a combination of EDGE’s own

risk/reward analysis and the strict

Risk and risk management_

Given the market trends for the year

2020, EDGE is investigating options to

revise its funding model. Most projects

which are currently in the portfolio are

executed in the ownership of EDGE.

This implies that all financial risks and

returns are ultimately born by EDGE and

not shared with other investors. Since

land and construction prices have been

increasing at an accelerating pace, the

investment volumes of new projects is

increasing substantially.

In order to reduce the equity risk of

individual projects, we are currently

considering to execute projects in GP/

LP structures, in buildings which remain

in ownership of the current landlord and

setting up JV’s in which projects of larger

scales can be executed. These initiatives

should reduce the equity exposure

to individual projects and allow the

company to grow faster with a reduced

risk profile.

Macroeconomy dictates the market

perception in which EDGE operates:

the way EDGE is able to contract its

builders, its buyers, its tenants and its

financiers is highly dependable on where

in the economic cycle a country is at

the moment this contract needs to be

closed. Mitigation on these economic

cycles are taken by ensuring short term

risk positions. This means a minimum

timeframe between acquiring the project,

securing the contractor, finding project

financing and selling the project to an

end-investor.

Throughout 2019, we have seen a

continued increase in price by our

contractors. Keeping timelines efficient

helps to secure and mitigate these

potential threats on project profitability.

By securing the exit of the project at

an early stage of the development the

financing of a project becomes an easier

to tackle issue. However, recent volatility

in the financial markets may hamper

this availability of project financing.

By creating futureproof buildings in

attractive areas, we strongly believe our

product remains interesting for tenants

and investors, also during a downturn in

the cycle.

In terms of geopolitical events, the effects

on our market and performance can be

significant. We have seen that BREXIT,

or US-China trade war, have not yet led

to a standstill in the financial world. We

recognise that both these events can

still materially impact our business in

2020. At the same time, we have seen

that COVID-19 has led to a shock in both

supply and demand in the consumer

markets, leading to, amongst others,

sharp reduction in oil prices and volatility

/026/027

requirements put on projects by financial

parties. The financial model for EDGE’s

developments is depending on extensive

external financing, which ensures a large

degree of external control. It has been

our pleasure to see that over the years

the trust from our bankers is increasing

along with the numbers of banks that

support our projects.

Interest risks on loans with variable

interest rates are not mitigated by use

of interest swap instruments. Pricing and

downside risk of such instruments are

not in line with EDGE’s assessment of

potential interest rate increases. Interest

rate volatility is and will continue to

be discussed at large while looking at

future projects. Increases in interest rates

is something that would impact both

our cost of funding as well as the yield

investors will be prepared to pay.

Recently, the ECB has decided to expand

its quantitative easing program to ease

the effects of the COVID-19 virus on

the financial markets. EDGE is of the

opinion that the additional measures

will continue to surpress the interest

rates. EDGE will follow the trends in

the financial markets carefully whilst

securing finance for our projects at the

best available rates.

The company trades only with

creditworthy parties and has

implemented procedures to check the

creditworthiness and moral behaviour of

parties. The company applies strict credit

control and reminder procedures. Due

to these measures the credit risk for the

company is considered low.

Last year, we reported that we aimed

to improve predictability of our projects

in terms of planning and outcome by

further strengthening our finance team.

The strengthened finance team is now in

place and the expected positive impact

on our predictability becomes more and

more visible to the management board.

The extent to which EDGE is prepared

to take risks to achieve its objectives

differs from project to project and from

market to market. EDGE needs to take

risks in order to achieve its objectives. At

the same time, the Board and Business

Unit managers have agreed that we

aim to further reduce the overall risk of

the portfolio of projects during 2020.

Furthermore, EDGE aims through share

risks, and with that returns, on parts

of the portfolio with other investors

going forward. This can, for example, be

achieved through creating a country level

fund for development projects, or GP/LP

structures on a project by project basis.

EDGE Olympic AmsterdamEDGE Headquarters12,500 sq m

/028/029Year

Total assets (Euro x 1,000)

2016

2017

2018

2019

2015

200,000

100,000

0

300,000

400,000

500,000

Shareholders’ equity (Euro x 1,000)

Year

2016

2017

2018

2019

2015

40,000

20,000

0

60,000

80,000

100,000

120,000

Year

Revenue (Euro x 1,000)

Year

2016

2017

2018

2019

2015

200,000

100,000

0

300,000

400,000

30,000

40,000

Operating result (Euro x 1,000)

2016

2015

0

10,000

20,000

2017

2018

2019

The growth of our business is reflected

in the increase in revenues for 2019 (€

336.6 million) compared to 2018 (€ 222.2

million). The main reason for this increase

is found in the fact that the projects that

were sourced over the past years have

started or continued construction. The

construction progress has driven our

operating results up to € 46.0 million

compared to 2018 (€ 20.5 million) as

percentage of completion is applied

in our accounts. The net result of the

company is up to € 24.5 million (2018:

€ 15.4 million) despite company taxes

increasing to € 14.6 million (2018: € 4.8

million).

Total assets of the company have

increased significantly to € 520.1 million

(2018: € 387.9 million). The increase in

work in progress, including inventory

and construction contracts, from € 287.7

million (2018) to € 408.6 million (2019).

The cash balance of the company

remained stable and ended at € 53.6

million.

During 2019, Edge has renewed the

facility agreement with a bank. Both the

current account facility as the mezzanine

financing facility have been increased to

finance further growth of the company.

It is likely that this facility will be partly

used in 2020 to fund new projects.

The Shareholder's equity shows an

increase of 14% - the result of the net

proceeds combined with a dividend

payment in 2019.

During 2019, the average staff increased

from 95 FTE in 2018 to 106 FTE in 2019.

By the end of 2019 EDGE employs 116

staff members. The increase was mainly

driven by the continued growth of the

German team as well as new talent

supporting both the international and

innovation teams.

In general, EDGE is expecting further

growth of the company in staff, turnover

and net earnings. This expectation

is based under the assumption that

the COVID-19 measures taken by

governments in the jurisdictions we

operate in, will become less stringent

during the year.

Major developments in 2019_

Year

Net earnings (Euro x 1,000)

0

20,000

30,000

20,000

30,000

40,000

10,000

Year

2017

2018

2019

2016

2015

Earnings before tax (Euro x 1,000)

2017

2018

2019

2016

2015

0

10,000

2017

2018

2019

2016

2015

2017

2018

2019

2016

2015

/030/031

2019 Calendar in brief_

JanuaryEDGE Grand Central Berlin welcomes Oracle as tenant

European Medicine Agency (EMA) opens Spark

Coca-Cola officially opens their new office in MM25

FebruaryEDGE and Intertrust sign multi-year lease agreement

New Vattenfall headquarters in EDGE HafenCity Hamburg

MarchTriodos Bank office reaches highest point

AprilNew ING office delivered

EDGE Olympic receives WELL™ Core & Shell Platinum Certification, first in the Netherlands

MayUnilever US Headquarters, developed by EDGE and Normandy Real Estate Partners, receives LEED Platinum Certification

EDGE Amsterdam West sold to Hana Alternative Asset Management

JuneBoard of Directors strengthened with three new members: Marcel Eggenkamp (CFO), Boudewijn Ruitenburg (COO), Thomas Ummels (CDO)

EDGE enters UK market by securing

project on London’s South Bank

JulyEDGE Headquarters EDGE Olympic is world’s first to receive highest Certification for Wellbeing which makes this building world’s first to receive WELL V2 Platinum Certification

EDGE announces second US development in Boston: 401 Congress Street

AugustAllianz acquires EDGE HafenCity Hamburg development from EDGE

EDGE and Vattenfall celebrate start of construction of EDGE Suedkreuz Berlin

SeptemberEDGE delivers office building for Triodos Bank

EDGE sells EDGE East Side Berlin to

Allianz Real Estate and Universal-

Investment

EVBox expands to Rotterdam moving

to the former EDGE head office in Las

Palmas

OctoberGroundbreaking of EDGE HafenCity Hamburg

EDGE and G&S Vastgoed deliver pavilion next to the new ING office in Amsterdam

EDGE Headquarters in Amsterdam acquires prestigious Leesman+ certification with Leesman index of 81.7. Making EDGE Headquarters part of the top 5% offices worldwide

NovemberEDGE Grand Central Berlin reaches its highest point

EDGE announces 3rd US project: a new EDGE building in the Assembly Row neighborhood of Somerville, Boston in partnership with Boston Global Investors (BGI)

DecemberFinancing and general contractor signed for EDGE East Side Berlin

/032/033

Consolidated Income Statement (x1,000 euros) 2019 2018 2017 2016 2015

Revenue 336.646 222.177 194.611 218.453 101.659

Operating result 45.998 20.514 26.419 27.027 10.315

Financial expenses 1.527 1.116 834 1.861 2.359

Earnings before tax 43.910 23.756 27.079 26.340 17.265

Net earnings 24.514 15.446 13.105 18.820 13.770

Consolidated Balance Sheet (x1,000 euros) 31-12-19 31-12-18 31-12-17 31-12-16 31-12-15

Total fixed assets 21.750 27.485 17.921 18.464 26.784

Work in progress 408.649 287.708 177.559 263.649 109.464

Group equity 125.761 108.711 96.351 89.976 71.010

Long term liabilities 203.005 151.419 114.555 65.482 43.909

Balance sheet total 520.068 387.930 260.557 328.958 188.518

Ratios 31-12-19 31-12-18 31-12-17 31-12-16 31-12-15

Average # staff 106,4 95,17 75 62 46

Operating result / revenues

13,7% 9,2% 12.5% 12.4% 10.1%

Net earnings / revenues 7,3% 7,0% 6.2% 8.6% 13.5%

Revenues / average # staff

3.164 2.335 2.595 3.523 2.210

Solvency* 24,2% 28,0% 37.0% 27.4% 37.7%

Working capital** 321.334 250.253 196.194 148.033 96.185

Net earnings / average group equity 20,9% 15,5% 14.1% 23.4% 22.1%

* Represents group equity divided by total assets** Represents current assets minus current liabilities

/ 0 3

Key

statistics

A N N U A L R E P O R T 2 0 1 9

/034/035

the innovative elements that are to be

incorporated in future projects across

the globe. The focus in 2020 remains

on new acquisitions in The Netherlands,

Germany, United Kingdom and the North

East coast of the United States.

Looking at EDGE’s smart strategy -

the team for innovation in the field of

healthy, sustainable workplaces and

high-tech offices – we report that we

now structured that team as a separate

Business Unit with a standalone P&L

responsibility. EDGE will continue its

investments supporting the search for

innovative solutions to be implemented

in technologically advanced buildings as

well as solutions for the existing office

real estate. We see these technological

solutions as the anchor of future (re-)

developments. The achievements of this

team will have a great impact on all

EDGE’s concepts and thereby support

our growth ambitions. It also underlines

EDGE’s value of company excellence

as EDGE strives to do better each time

and keep on introducing new features

in our working environment to improve

sustainability, efficiency, productivity as

well as creating healthier workplaces.

EDGE is pleased with the outcome of

the 2019 annual results. The significant

increase of the balance sheet total

is mainly caused by the advanced

development of the portfolio. During

2019, we have delivered the ING and the

Triodos buildings, reducing our work in

progress balance. However, the continued

construction at all our other projects

have driven the work in progress to the

highest level of the last five years.

The equity position of the company

remains strong in absolute terms.

However, the solvency ratio reduced to

around 24% of which decrease is mainly

the result of the strongly increased

balance sheet total. EDGE foresees a

similar growth of its equity position

for 2020 as the expected result in

combination with the dividend policy will

provide a further improvement of the

strength of our equity. Our ratios will be

monitored closely, as a further growth

of the balance sheet total could have a

slightly negative effect on solvency.

Our staff size has continuesly increased

as the company needs to further

strengthen the teams for its international

expansion. As new business opportunities

are executed upon, the number of staff

is likely to increase further although

the actual growth is highly depending

on acquisition success. For 2019, the

company remains interested to finding

alternative financing to increase their

financial position and to support the

growth in investment and developments.

The company remains focussed on

setting up partnerships to improve

/036/037

Organizationalstructure_

4.0 –– Management Board

/ 0 4

Management

Board

A N N U A L R E P O R T 2 0 1 9

NL DE

USA UK

Operations Smart Company

B U S I N E S S U N I T S

Branding Finance

Capital Markets HR & Office

IT LDT

D E PA R T M E N T S

Smart Solutions Investments

Board

Board

/038/039

In addition to their joint responsibility

each board member has different core

tasks. During 2019, the organisation

structure is further clarified into six

Business Units and nine Departments. The

governance around the BU’s is organised

in such a way that the Managing Director

of the BU’s NL, DE, US, UK and Operations

reports hierarchically to the COO of

EDGE. The Development Director of the

BU’s NL, DE, US and UK reports to the

CDO of EDGE. The Finance Director of the

BU’s report hierarchically to the CFO. The

BU Smart reports to the CEO of EDGE.

Collaboration within the BU’s is organised

via management team’s per BU. The

departments Finance, IT, HR & Office and

Capital Markets report to the CFO. The

Lean Development Team and Smart

Solutions department report to the CDO.

The Lean Development Team performs,

amongst others, research and

development activities on components

that can be implemented in our latest

projects. The department investments, as

well as the Investment Committee are

reporting to / chaired by the COO. The

Board and the Branding department are

reporting to / chaired by the CEO.

Coen van Oostrom is the only statutory

director in the Management Board. As

there is only one statutory director,

diversity is not possible. The legislation

regarding diversity will be taken into

account when new statutory directors will

be appointed. This legislation will also be

taken into consideration when new

Management Board or Advisory Board

members are appointed.

Management Board_

The Management Board is responsible for EDGE’s strategy. Under

the chairmanship of Chief Executive Officer Coen van Oostrom, the

Board comprised of four Board Members (Coen van Oostrom, Marcel

Eggenkamp, Boudewijn Ruitenburg and Thomas Ummels) in 2019 each

with joint responsibility for running the company, implementing its

strategy and achieving its objectives and results.

Mr. Joost H. van Heijningen Nanninga

Current posts: Senior Partner of Egon

Zehnder International, Member of the

Advisory Board, CVC Benelux, Member of

the Supervisory Board of Breevast, ZBG

Group, Member of Advisory Board of

Rotterdam School of Management and

Chairman of the Advisory Board of Young

Capital.

Mr. Dick P.M. Verbeek

Current posts: Former Vice Chairman

Emiritus Aon Group and Board Member of

the Stichting Administratiefonds Rotterdam.

Mr. Jurgen van Breukelen

Current posts: Managing Partner Gilde

Equity Management, Chairman Board of

Directors Altice Europe N.V., Member

Supervisory Board Urus Group LLC, Senior

Adviser Permira Advisers LLP, Board

Member VEUO (Vereniging van Effecten

Uitgevende Organisaties), Director VGG

Holdco B.V., Member Advisory Board

Advisory Board_

Coen van OostromFounder & CEO

Boudewijn RuitenburgCOO

Marcel EggenkampCFO

Thomas UmmelsCDO

EDGE has implemented an Advisory Board. The Advisory Board has no

such legal role as a Supervisory Board (Raad van Commissarissen). The

purpose of having an Advisory Board is to give council to the CEO and

the other Board members on any relevant business matter. In 2019 the

Advisory Board comprises three members: Mr. Joost H. van Heijningen

Nanninga, Mr. Dick P.M. Verbeek and Mr. Jurgen van Breukelen.

Signing of the management’s board report

Coen van Oostrom


Rotterdam, The Netherlands, 9 April 2020

/041

40

5.1 Consolidated balance sheet (after appropriation of result)*

Note 31 December 2019 31 December 2018

Tangible fixed assets 1 10.076 10.994

Financial fixed assets 2 11.674 16.491

Total fixed assets 21.750 27.485

Work in progress 3 12.531 133.704

Inventory 4 - 6.512

Construction contracts 5 396.118 147.492

Accounts receivables 6 11.897 9.922

Receivable from affiliated companies

7 439 399

Other receivables and prepayments 8

23.784 13.387

Total receivables 36.120 23.708

Cash and cash equivalents 9 53.549 49.029

Total current assets 498.318 360.445

Total assets 520.068 387.930


Shareholders' equity 115.969 101.773

Minority interest 9.792 6.938

Group equity 10 125.761 108.711

Provisions and lease incentives 11 17.118 18.608

Long term loans 12 203.005 151.419

Long term liabilities 203.005 151.419

Short term loans 13 87.487 62.712

Accounts payables 23.659 14.850

Tax payables and social charges

14 7.308 10.497

Accruals and other payables 15 55.730 21.133

Current liabilities 174.184 109.192

Total equity & liabilities 520.068 387.930

* All amounts are in 1,000 euros

/ 0 5

Financial

statements

A N N U A L R E P O R T 2 0 1 9

/042/043

5.3 Consolidated cash flow statement*

FY 2019 FY 2018

Operating result 45.998 20.514

Adjustments for:

Depreciation tangible fixed assets 1.570 999

(Increase)/decrease provisions and lease incentives

(63) 12.119

Changes in working capital:

(Increase)/decrease in work in progress (120.943) (110.149)

Decrease in other current assets (excl. cash) (12.412) (4.584)

(Increase)/decrease in current liabilities (excl. financing credit institutions) 41.496 15.305

(90.352) (99.428)

Cash flow from business activities (44.354) (65.796)

Interest - 18

Dividend from unconsolidated participating interests*

200 10.429

Taxation (14.022) (12.391)

Cash flow from operating activities (58.176) (67.740)

Investments tangible fixed assets (652) (11.465)

Disposals tangible fixed assets - 307

Disposals/(investments) in participations (incl. loans to participations, nett) (3.593) (10.044)

Consolidated participating interest - other - (56)

Repayments loans 4.136 7.500

Investments/(disposals) in unconsolidated participating interest - (741)

Investments in other financial fixed assets - (3.025)

Cash flow from investment activities (109) (17.524)

Dividends paid (10.246) (2.500)

Dividends paid to minority interests (2.280) (720)

Interest paid (996) (437)

Additions/(repayment) long term liabilities 112.810 -

Additions/(repayment) short term liabilities (36.449) 93.678

Cash flow from financing activities 62.839 90.021

Opening cash 49.029 43.975

Movement cash 4.554 4.757

Effect of movements in exchange rates (34) 297

Closing Cash 53.549 49.029

* Consists of dividends out of unconsolidated participating interests in which EDGE is the controlling party.

5.2 Consolidated income statement and statement of comprehensive income*

Note FY 2019 FY 2018

Revenue from projects A 343.158 171.802

Change in inventories of finished projects and in work in progress

(6.512) 32.850

Other revenue B - 17.525

Total revenue 336.646 222.177

Direct project costs 255.108 154.547

Cost of exploitation C - 14.575

Salaries & pensions D 20.616 17.808

Depreciation & amortisation 1.570 999

Impairment of current assets - 2.000

Other operating expenses E 13.354 11.734

Total operating expenses 290.648 201.663

Operating Result 45.998 20.514

Financial income 252 17

Financial expenses (1.527) (1.116)

Result from participation F (813) 4.340

(2.088) 3.241

Earnings Before Tax 43.910 23.755

Company Tax G (14.630) (4.838)

Result on sale of shares - (42)

Net Result 29.280 18.875

Other comprehensive income - -

Total comprehensive income 29.280 18.875

Attributable to:

Equity holder of the company 24.514 15.445

Non-controlling interest 4.766 3.430

* All amounts are in 1,000 euros

/044/045

Entities Established in % Shareholders Shareholder(s)

OVG Real Estate B.V. Rotterdam 91 C.P.G. van Oostrom Beheer B.V.

Rotterdam 9 Stichting ESA

OVG NL Holding B.V. Rotterdam 88 OVG Real Estate B.V.

Join Ontwikkeling B.V. Rotterdam 70 OVG NL Holding B.V.

Join Projecten 1 B.V. Rotterdam 100 Join Ontwikkeling B.V.

Join Projecten 2 B.V. Rotterdam 100 Join Ontwikkeling B.V.

Edge Technologies Development NL Holding B.V. Rotterdam 100 OVG NL Holding B.V.

Edge Technologies Development 1 B.V. Rotterdam 100 Edge Technologies Development NL Holding B.V.

Edge Technologies Development 2 B.V. Rotterdam 100 Edge Technologies Development NL Holding B.V.

OVG Nederland B.V. Rotterdam 100 OVG NL Holding B.V.

OVG Projecten XVII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten XXXIII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten XXXIX B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten XXXVIII B.V. Rotterdam 100 OVG NL Holding B.V.

OVG Projecten XL B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten XLII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten XLIII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten XLVI B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten XLIX B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten L B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LIII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LVII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LVIII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LIX B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LX B.V. Rotterdam 100 OVG Nederland B.V.

Stallingsgarage Beukenhorst Beheer b.v. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LXII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LXIII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LXIV B.V. Rotterdam 100 OVG Nederland B.V.

Green Machine B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LXVI B.V. Rotterdam 100 OVG Nederland B.V.

5.4 Notes to the consolidated financial statements

All amounts are stated in thousands of

Euros unless indicated otherwise.

ActivitiesOVG Real Estate B.V. having its legal seat

at Marten Meesweg 8 in Rotterdam, is

engaged in development of real estate,

mainly in the commercial market. In this

respect OVG Projectontwikkeling B.V.

represents the service organization for the

projects of OVG Real Estate B.V. OVG Real

Estate B.V. introduced EDGE Technologies

in 2018, a real estate technology company

dedicated to serving the world with better

buildings.

Group structureFinancial information relating to

subsidiaries within the group is included in

the consolidated financial statements. The

consolidated financial statements have

been prepared in accordance with Title 9

Book 2 of the Dutch Civil Code.

Minority interests in equity and results of

group companies are separately disclosed

in the consolidated financial statements.

The results of subsidiaries acquired during

the year are consolidated from the date of

acquisition. At acquisition the assets,

provisions and liabilities are valued at fair

values. Goodwill paid is capitalized. The

results of subsidiaries sold during the year

are consolidated until the moment of

leaving the group.

Consolidation principlesThe consolidated financial statements

include the accounts of OVG Real Estate

B.V. and all entities in which a direct

controlling interest exists. All

intercompany balances and transactions

have been eliminated in the consolidated

financial statements.

Pursuant to Article 409 of Book 2 of the

Dutch Civil Code, the financial data of

Joint Ventures, over which joint control is

exercised, are consolidated proportionally

in the consolidated financial statements.

Since the interest concerns a joint venture

with a company not forming part of the

group, and over which joint control is

exercised under a collaboration

arrangement concluded with the other

partner, management believe such

presentation means that the statutory

required true and fair view is met.

The consolidated companies included in

the consolidated figures are:

/046/047


OVG IM Beheer B.V. Rotterdam 100 OVG IM Holding B.V.

OVG Ventures Nederland B.V. Rotterdam 100 OVG IM Holding B.V.

OVG Asset Management Nederland B.V. Rotterdam 100 OVG Ventures Nederland B.V.

OVG Venture Nederland B.V. Rotterdam 100 OVG Ventures Nederland B.V.

OVG Ventures Nederland II B.V. Rotterdam 100 OVG IM Holding B.V.

Redevelopment Property I B.V. Rotterdam 100 OVG Redevelopment Venture B.V.

Redevelopment Property II Management B.V. Rotterdam 100 OVG Redevelopment Venture

B.V.

Redevelopment Property III B.V. Rotterdam 100 OVG Redevelopment Venture B.V.

Redevelopment Property IV B.V. Rotterdam 100 OVG Redevelopment Venture B.V.

Redevelopment Property V Rotterdam 100 OVG Redevelopment Venture B.V.

Redevelopment Property VI Rotterdam 100 OVG Redevelopment Venture B.V.

Redevelopment Property VII Rotterdam 100 OVG Redevelopment Venture B.V.

OVG Old Holdings B.V. Rotterdam 100 OVG Real Estate B.V.

OVG Sky GmbH Berlin 100 Old Holdings B.V.

OVG Moon GmbH Berlin 100 Old Holdings B.V.

OVG Humboldthafen Verwaltungs GmbH Berlin 100 Old Holdings B.V.

Edge Technologies Holding B.V. Rotterdam 100 OVG Real Estate B.V.

Edge Technologies Concept B.V. Rotterdam 100 Edge Technologies Holding B.V.

Edge Technologies Contract B.V. Rotterdam 100 Edge Technologies Holding B.V.

Edge Technologies Deutschland B.V. Rotterdam 100 Edge Technologies Holding B.V.

Edge Technologies GmbH Berlin 100 Edge Technologies Deutschland B.V.

OVG Cloud S.à r.l. Luxembourg 100 Edge Technologies Deutschland B.V.

SXB 2 S.à r.l. Luxembourg 100 Edge Technologies Deutschland B.V.

SXB 1 S.à r.l. Luxembourg 100 Edge Technologies Deutschland B.V.

Della S.à r.l. Luxembourg 94 Edge Technologies Deutschland B.V.

EDGE Hamburg 1 S.à r.l. Luxembourg 100 Edge Technologies Deutschland B.V.

EDGE Hamburg 2 S.à r.l. Luxembourg 100 Edge Technologies Deutschland B.V.


OVG Projecten LXVII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LXVIII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LXIX B.V. Rotterdam 100 OVG Nederland B.V.

Stichting bewaarder REF Kantoor Rotterdam 100 OVG Nederland B.V.

OVG Projecten LXXII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LXXVII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LXXVIII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LXXIX B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LXXX B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LXXXI B.V. Rotterdam 100 OVG Nederland B.V.

OVG FMH Holding B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LXXXII B.V. Rotterdam 100 OVG FMH Holding B.V.

OVG Projecten LXXXIII B.V. Rotterdam 100 OVG Nederland B.V.

OVG Projecten LXXXIV B.V. Rotterdam 100 OVG Nederland B.V.

Consortium Amsterdamse Poort C.V. Amsterdam 49,9 OVG Projecten LXXXIV B.V.

0,2 Beherend Vennoot AMP B.V.

Beherend Vennoot AMP B.V. Amsterdam 50 OVG Nederland B.V.

OVG Projectontwikkeling B.V. Rotterdam 100 OVG NL Holding B.V.

OVG Landbank B.V. Rotterdam 100 OVG NL Holding B.V.

OVG Investment Management B.V. Rotterdam 100 OVG NL Holding B.V.

OVG Projecten VII B.V. Rotterdam 100 OVG NL Holding B.V.

OVG Projecten XII B.V. Rotterdam 100 OVG NL Holding B.V.

OVG Projecten XX B.V. Rotterdam 100 OVG NL Holding B.V.

OVG Projecten XXIII B.V. Rotterdam 100 OVG NL Holding B.V.

OVG Projecten XXV B.V. Rotterdam 100 OVG NL Holding B.V.

OVG Projecten XXXIV B.V. Rotterdam 100 OVG NL Holding B.V.

Laan Op Zuid B.V. Rotterdam 100 OVG NL Holding B.V.

OVG Projecten XXXVIII B.V. Rotterdam 100 OVG NL Holding B.V.

Stichting OVG 1 Rotterdam 100 OVG Projecten XXXVIII B.V.

Sirius CV Rotterdam 100 OVG Projecten XXXVIII B.V.

OVG IM Holding B.V. Rotterdam 100 OVG NL Holding B.V.

/048/049


Stadsherstel Historisch Rotterdam N.V. Rotterdam 1 OVG Real Estate B.V.

Parrot B.V. Amsterdam 10 OVG Venture Nederland I B.V.

OVG Redevelopment Venture B.V. Amsterdam 20 OVG Ventures Nederland II B.V.

OVG Normandy Real Estate LLC USA 50 OVG Real Estate USA LLC

EP Center Holding AB Sweden 30 Edge Technologies Holding B.V.

OVG MK6 GmbH & Co KG Berlin 50 Edge Technologies GmbH

OVG MK6 Komplementär GmbH Berlin 50 Edge Technologies GmbH

EDGE Technologies Boston Seaport LLC USA 100 OVG Real Estate USA LLC

401 Congress, LLC USA 33 EDGE Technologies Boston Seaport LLC

Companies mentioned below are not consolidated in the report, because OVG Real Estate B.V. does not hold,

directly or indirectly, more than half of the voting capital and does not have a decisive influence on these

companies.


Edge Technologies USA B.V. Rotterdam 100 Edge Technologies Holding B.V.

OVG Real Estate USA LLC USA 100 Edge Technologies USA B.V.

700 Sylvan Avenue LLC USA 50 OVG Real Estate USA LLC

74 Middlesex Ave Owner, LLC USA 100 OVG Real Estate USA LLC

74 Middlesex Ave DevCo, LLC USA 100 OVG Real Estate USA LLC

Edge Technologies Nederland B.V. Rotterdam 100 Edge Technologies Holding B.V.

Edge Technologies Owner 1 B.V. Rotterdam 100 Edge Technologies Nederland B.V.

Edge Technologies Rent 1 B.V. Rotterdam 100 Edge Technologies Nederland B.V.






Smart Package Holding B.V. Rotterdam 100 Edge Technologies Holding B.V.

Smart Management B.V. Rotterdam 100 Smart Package Holding B.V.

Smart Package 1 B.V. Rotterdam 100 Smart Package Holding B.V.






Edge Technologies UK B.V. Rotterdam 100 Edge Technologies Holding B.V.

Edge Technologies UK Holding 1 S.à r.l. Luxembourg 100 Edge Technologies UK B.V.

Edge Technologies UK 1 S.à r.l. Luxembourg 100 Edge Technologies UK Holding 1 S.à r.l.

Edge Technologies UK 1 Ltd United Kingdom 100 Edge Technologies UK Holding 1 S.à r.l.

/050/051

GENERAL ACCOUNTING PRINCIPLES FOR THE PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

The financial statements are prepared in

accordance with generally accepted

accounting principles in the Netherlands

and Title 9, Book 2 of the Dutch Civil

Code.

Valuation of assets and liabilities and

determination of the result takes place

under the historical cost convention.

Unless presented otherwise at the relevant

principle for the specific balance sheet

item, assets and liabilities are presented

at face value.

Income and expenses are accounted for

on accrual basis. Profit is only included

when realized on the balance sheet date.

Losses originating before the end of the

financial year are taken into account if

they have become known before

preparation of the financial statements.

The management of the group makes

various judgements and estimates when

applying the accounting policies and rules

for preparing the financial statements.

Amongst others, significant judgements

are made regarding the valuation of work

in progress, construction contracts and

provisions. These judgements and

estimates are made from taking the

present market conditions and market

volatility into account.

Financial instrumentsThe information included in the notes for

financial instruments is useful in

estimating the extent of risks relating to

both on-balance-sheet and off-balance-

sheet financial instruments. The

company’s primary financial instruments,

not being derivatives serve to finance the

company’s operating activities or directly

arise from these activities. The company’s

policy is not to trade in financial

instruments.

The effective part of financial instruments

designated for cost price hedge

accounting is valued at cost.

Ineffectiveness is only recorded in the

profit and loss account insofar as it

concerns a(n) (accumulated) loss.

The principal risks arising from the

company’s financial instruments are

interest rate risks and credit risks.

Interest rate riskThe company hedges this by entering into

an interest rate swap contract to cover

expected significant increases in market

interest rates. Currently the company no

longer hedges any interest rate risks.

Credit riskThe company trades only with

creditworthy parties and has implemented

procedures to check the creditworthiness

of parties. The company applies strict

credit control and reminder procedures.

The company’s credit risk is minimal due

to the above measures. In addition, there

are no significant concentrations of credit

risk within the company.

PRINCIPLES OF VALUATION OF ASSETS AND LIABILITIES

Tangible fixed assetsTangible fixed assets are presented at

cost less accumulated depreciation and, if

applicable, less impairments in value.

Depreciation is charged to the income

statement based on the estimated useful

life and calculated as a fixed percentage

of cost, taking into account any residual

value. Depreciation is provided from the

date an asset comes into use. Tangible

fixed assets relate to properties not held

for development or investment purposes.

Financial fixed assetsThe (non-consolidated) participations are

– on the basis of the share in the equity of

the company – valued at net asset value

and if applicable less impairments in

value. With the valuation of participations

any impairment in value is taken into

account. The results are accounted for in

profit and loss according to the interest

held.

Participations with a negative equity are

valued at nil and to the amount of the

negative equity a provision is made. In

case of loans to or receivables on the

participation, the provision will be

charged to the receivables. In case a

balance remains, a provision for

participations is made.

Deferred tax assets are stated under the

financial fixed assets if and to the extent it

is probable that the tax claim can be

realised in due course. These deferred tax

assets are valued at nominal value and

have a predominantly long-term

character.

InventoriesInventories of assets are valued at

acquisition price or lower net realizable

value. This lower net realizable value is

determined by individual assessment of

the inventories.

Work in progressWork in progress is the unsold

construction of an asset or combination

of assets whose performance generally

extends over several reporting periods.

Project costs are the direct project costs,

interest on project financing, the mark-up

for costs attributable to project activities

in general and can be allocated to the

project based on the normal level of

project activity, and other costs that can

be attributed to the principal under the

project. A provision for expected losses on

a project is charged to the item work in

progress.

Construction contractsA construction contract carried out at the

instruction of a third party is a contract

entered into with a third party for the

construction of assets whose performance

generally extends over several reporting

periods. Contract revenue and contract

costs from the construction contract are

taken to the profit and loss account pro

rata to the extent of the work performed

at the balance sheet date, in case the

outcome of a construction contract can

be reliably estimated (percentage of

completion method).

Contract costs are the direct contract

costs, interest on loans, the mark-up for

costs attributable to contract activities in

general and can be allocated to the

contract based on the normal level of

contract activity, and other costs that can

/052/053

be attributed to the principal under the

contract.

A provision for expected losses on a

contract is charged to the item

construction contracts. In addition,

instalments already invoiced are set off

against the item construction contracts.

The net amount for each construction

contract is recognised as an asset or a

liability where the balance of the

construction contract is positive or

negative, respectively.

ReceivablesReceivables are included at face value,

less any provision for doubtful accounts.

These provisions are determined by

individual assessment of the receivables.

CashThe cash is valued at face value. If cash is

not freely disposable, then this has been

taken into account upon valuation.

Third-party share in group equityThe share of third parties in the group

equity concerns the minority interest of

third parties in the shareholders’ equity of

consolidated companies. In the profit and

loss account the share of third parties in

the result of consolidated companies is

deducted from the group result.

ProvisionsFor amounts of taxation payable in the

future, due to differences between the

valuation principles in the annual report

and the valuation for taxation purposes of

the appropriate balance sheet items, a

provision has been formed for the

aggregate of these differences multiplied

by the future tax rate.

The provision for rental guarantees for

completed projects is recorded on behalf

of the estimated costs expected to arise

from the current rental guarantees.

Other provisions are provisions for

incentives to be paid according to signed

rental agreements and for other amounts

to be paid. A provision is recognized when

an obligation exists.

Long term loansOn initial recognition, long-term loans are

measured at fair value less attributable

transaction costs. Interest-bearing loans

are subsequently carried at amortized

cost, with any difference between the cost

and the amount repayable recognized in

the income statement over the term of the

loans on the basis of the effective interest

method. Borrowing costs are capitalized

only when are attributable to qualifying

assets.

All long term loans are from credit

institutions.

Share Appreciation RightsA liability is recorded for bonus plans and

profit-sharing plans based on relevant

performance plans. The liability is

recorded as part of the other provisions.

Share Appreciation Rights ("SAR's") have

been issued. These SAR's are cash-settled

with annual vesting over a period < 5

years. The valuation of the SAR's are

granted and measured at a proxy of fair

value at each reporting date. Any change

in value is recorded in the income

statement under salaries, in additional to

the granted SAR's in the year.

Principles for the determination of the resultsAll initial start-up costs for potential

projects are expensed. Rental guarantees

are expensed as part of the estimated

profit upon completion.

Revenue from projects is recognized as

actual costs plus mark-up. The mark-up is

quarterly recognized by the formula:

calculated profit end of work multiplied by

the percentage of the stage of completion

minus profit already accounted for. The

stage of completion is determined by the

number of days under construction

divided by the total number of

construction days. Profit mark-up

commences in the case that the project is

sold at the start of the construction

period. Losses are recognized in the year

in which they become foreseeable.

Other income and expensesAll costs which can not directly be

allocated to a project are expensed. The

lease income from investment properties

is taken evenly to the profit and loss

account over the term of the lease.

Pension plans personnel The Dutch plans are financed through

contributions to pension providers, i.e.,

insurance companies and industry pension

funds. The pension obligations of the

Dutch plans are valued according to the

‘valuation to pension fund approach’. This

approach accounts for the contribution

payable to the pension provider as an

expense in the profit and loss account.

The pension plan of the company and its

Dutch group companies is administered

by an insurance company.

The pension plan’s principal

characteristics are set out below:

— It includes retirement and surviving

dependants’ pensions;

— A middle salary scheme is applied;

— Pensionable age is 67;

— It includes partner and orphans

pensions, both temporary and until

death, with the partner and orphans

pensions being insured on a risk basis.

The principal characteristics of

administration agreement are set out

below:

– Membership of the pension fund has

been made compulsory for employees and

members of the board of the company

and its Dutch group companies;

– There is no entitlement to a refund/

premium discount.

For employees employed in Germany

there is no pension plan in place.

Corporate income taxCorporate income tax is calculated at the

applicable rate on the profits for the

financial year, taking into account

deductible costs and permanent

differences between profit calculated

according to the profit and loss account

and profit calculated for taxation

purposes.

/054/055

Tax liabilitiesOVG Real Estate B.V. is the head of a

fiscal unity for the value added tax and

for that reason it is, jointly and severally

liable for the tax liabilities of the whole

fiscal unity.

As per 19 May 2015 all subsidiaries of OVG

NL Holding B.V. formed a fiscal unity with

OVG NL Holding B.V for corporate income

tax and is jointly and severally liable for

the tax liabilities of the whole fiscal unity.

OVG Real Estate B.V. remains the head of

a fiscal unity for the other Dutch

subsidiaries for corporate income tax and

is jointly and severally liable for the tax

liabilities of the whole fiscal unity.

Tax liabilities of the subsidiary companies

are presented under the tax payables in

the balance sheet.

Principles for preparation of the consolidated cash flow statementThe cash flow statement is prepared

according to the indirect method. The

funds in the cash flow statement consist

of cash, cash equivalents and bank

facilities.

Corporate income taxes, issuances of

share capital, interest received and

dividends received are presented under

the cash flow from operating activities.

Interest paid and dividends paid are

presented under the cash flow from

financing activities.

/056/057

2 Financial fixed assets

Unconsolidatedparticipating

interests

Loans to participating

interests

Loans to third parties

Deferred Tax* Total

Book value 31 December 2018

4.807 - 4.613 7.071 16.491

Additions/(disposals) 3.593 - (37) - 3.556

Write off - - - (3.339) (3.339)

Associated company dividend

(200) - - (200)

Results from participations (698) - - - (698)

Repayments - - (4.136) - (4.136)

Book value 31 December 2019 7.502 - 440 3.732 11.674

* This amount includes a valuation adjustment of a deferred tax asset relating to loss carry forward of € 2,397.

5.5 Notes to the consolidated balance sheet

1 Tangible fixed assets LeaseholdFurniture &

Fixtures Cars Total

Investment at cost price 8.620 3.330 98 12.048

Accumulated depreciation (499) (513) (42) (1.054)

Book value 31 December 2018 8.121 2.817 56 10.994

Investments 106 546 - 652

Disposals - - - -

Accumulated depreciation of disposals

- - - -

Depreciation (927) (623) (20) (1.570)

(821) (77) (20) (918)

Investment at cost price 8.726 3.876 98 12.700

Accumulated depreciation (1.426) (1.136) (62) (2.624)

Book value 31 December 2019 7.300 2.740 36 10.076

Depreciation percentage 10% - 25% 10%-33.3% 25%

4 Inventory 31-12 -19 31-12 -18

Inventory - 6.512

3 Work in progress 31-12-19 31-12-18

Capitalised project costs * 12.531 133.704

Work in progress 12.531 133.704

* Inclusive of the amount of capitalised interest in 2019 €0 (2018: €2,536).

5 Construction contracts 31-12-19 31-12-18

Capitalised project costs * 436.605 196.839

Invoiced installments (87.780) (82.866)

Capitalised profit mark-up 57.943 33.519

Total current projects 406.768 147.492

Project provisions (10.650) -

Construction contracts* 396.118 147.492

* Inclusive of the amount of capitalised interest in 2019 € 13,515 (2018 €6,025).

The value of work in progress and construction contracts is assessed periodically for each development project by the project manager and the management of the entity concerned. Estimates are an inherent feature of this process and the assessment is made on the basis of records in project files, cost monitoring, including estimates of financial settlements of projects such as contract variations and claims. It may turn out at a later stage that actual results differ from the estimates. The situation around COVID-19 and related economic effect on the economies in which we operate these projects, can also adversely impact the actual return on these current developments projects. All loans are from credit institutions.

/058/059

9 Cash and cash equivalents 31-12-19 31-12-18

Banks 53.112 49.029

Escrows 437 -

53.549 49.029

The cash excluding escrows are at the company's free disposal except € 14,548 which is blocked against guarantees. € 437 of the escrows are deposits and are expected to be at the company's free disposal in Q1 2020.

8 Other receivables and prepayments 31-12-19 31-12-18

Corporate income taxes - 3

VAT receivable 10.914 3.444

Other receivables 7.915 8.536

Total deposits 4.742 -

Other prepaid costs 213 1.404

23.784 13.387

6 Accounts receivables 31-12-19 31-12-18

Trade debtors 11.897 9.922

Acounts receivable are all due within 1 year.As per year end the provision for doubtful debtors is nil (2018: nil), bad debt expenses incurred in 2019 are nil (2018:nil).

10 Shareholders’ equityShare

capital*Share

premiumFX

reserveRetained earnings

Minority interest

Group equity

As of 1 January 2019 19 332 (261) 101.683 6.938 108.711

Capital contribution - - - - - -

Dividend - - - (10.246) (2.280) (12.526)

Reclass minority interest - - - - 368 368

FX reserve - - (72) - - (72)

Result for the year - - - 24.514 4.766 29.280

As of 31 December 2019 19 332 (333) 115.951 9.792 125.761

*The authorized share capital of OVG Real Estate BV amounts to € 92. The issued share capital amounts to € 19 divided up into 1,846,808 ordinary shares amounting to € 1 cents each.

11 Provisions and lease

incentivesDeferred taxation

Rental guarantees Other

Lease incentives Total

Position as at 31 December 2018

4.051 1.097 1.080 12.380 18.608

Added - - 1.800 114 1.914

Used - (246) (80) (1.350) (1.676)

Released (1.427) (301) 2.800 - (1.728)

Position as at 31 December 2019 2.624 550 2.800 11.144 17.118

Position as at 31 December 2019 >1 year 2.624 352 2.800 9.794 15.570

12 Long term loans 31-12-19 31-12-18

Financing* 38.000 74.951

Project financing** 165.005 76.468

203.005 151.419

* These loans are fully redeemable between January 2021 and December 2022 and bear variable interest rates between 1.75%-2.75% above the 1-3 month Euribor rate. Loans of €5,000 bear a fixed interest rate of 2.00%. Property with a book value of € 155,132 is mortgaged to secure these loans. ** These loans are fully redeemable between January 2021 and December 2022 and bear variable interest rates between 1.60%-3.00% above 1-3 month Euribor. Loans of €2,822 bear a fixed interest rate between of 3.00%. Property with a book value of € 192,996 is mortgaged to secure these loans.

Of the total long term loans as per 31 december 2018, €61,224 shifted to short term loans. €38,000 consist of acquired loans in 2019 and €93,954 consists of an increase in project loans and €19.144 consists of repayments.

7 Affiliated company 31-12-19 31-12-18

C.P.G. van Oostrom Beheer B.V. 439 399

439 399

/060/061

The accruals and other payables have a predominantly short-term character and are mainly project related.

15 Accruals and other payables 31-12-2019 31-12-2018

Salaries & pensions 6.128 7.682

Project costs payable 49.494 13.322

Other payables 108 129

55.730 21.133

* These loans are fully redeemable in 2020 and bear fixed interest rates of 2.00%. Property with a book value of € 95,023 is mortgaged to secure these loans.

** These loans are fully redeemable in 2020 and bear fixed interest rates of 5.6%. Property with a book value of € 201,564 is mortgaged to secure these loans.

The company has a facility at a bank of € 60 million (2018: € 30 million). This facility is undrawn per 31 December 2019 (2018: nil).

14 Tax payables and social charges 31-12-2019 31-12-2018

Corporate Income taxes 4.314 5.593

VAT payable 1.698 3.344

Social charges 1.296 1.560

7.308 10.497

13 Short term loans 31-12-19 31-12-18

Financing* 5.000 7.600

Project financing** 82.487 55.112

87.487 62.712

Guarantees 31-12-19 31-12-18

As of 31 December 2019 group companies have grantedguarantees amounting to € 111.354 (2018: € 42.849).

< 1 year 16.133 4.333

1 year - 5 year 82.750 25.466

> 5 year 12.471 13.050

111.354 42.849

Contingent liabilities

Bank guarantees 31-12-19 31-12-18

As of 31 December 2019 group companies have grantedbank guarantees amounting to € 29.258 (2018: € 12.799).

< 1 year 7.345 5.925

1 year - 5 year 12.920 6.874

> 5 year 7.902 -

28.167 12.799

Rental obligations consist out of lease of office and office equipment.

Lease & rental oligations 31-12-19 31-12-18 31-12-19 31-12-18

As of 31 December 2019 total car lease and rental obligationsoutstanding amounted to €62.595 (2018: € 62.301).

Rental Rental Car lease Car lease< 1 year 6.475 3.731 317 340

1 year - 5 year 29.385 28.684 468 288

> 5 year 23.712 29.258 - -

59.572 61.673 785 628

Most of these guarantees relate to current projects and expire when projects are finished.

/062/063

5.6 Notes to the consolidated income statement

A Revenue from projects 2019 2018

Invoiced 126.214 67.974

Capitalised or released project costs 170.280 77.762

Provision capitalised project costs (10.650) -

Capitalised or released mark-up 57.314 26.076

343.158 171.802

B Other revenue 2019 2018

Revenue from exploitation - 17.525

- 17.525

C Cost of exploitation 2019 2018

Cost of exploitation - 14.575

- 14.575

D Salaries & pensions 2019 2018

Salaries* 18.872 16.254

Social security 1.557 1.207

Pensions 187 347

20.616 17.808

The average number of employees (FTE) was 106,4 of which 41,4 (FTE) employed outside the Netherlands. * Include €1.800 expensed relating to SAR's

Revenue from exploitation consists of the sale of land positions and rental income.

E Other operating expenses 2019 2018

Subcontracted staff 1.424 1.563

Staff expenses 1.075 1.217

Housing & accommodation 1.976 711

Office expenses 744 451

Travel expenses 1.494 1.860

Marketing & sales expenses 2.417 2.898

Miscellaneous expenses 4.224 3.034

13.354 11.734

Deloitte Accountants B.V. invoiced fees in 2019 for the audit of the financial statements of €54 (2018: €51). Total audit fees amount to €115.

Remuneration of Directors In 2019 the remunaration of directors is not disclosed as the company has one director.

F Result from participations 2019 2018

Share of profit in participations* (813) 4.340

(813) 4.340

* This is the result of the participation in Parrot B.V., OVG Redevelopment Venture B.V. and Stadsherstel Historisch Rotterdam N.V.€115 relates to a revaluation of a consolidated participating interests.

/064/065

G Company tax

2019 2018

Net profit according to the consolidated profit and loss account

39.144 20.284

Corporate income tax charged to profit and loss account

14.630 4.838

Effective tax rate 37,4% 23.9%

amount rate amount rate

Income tax at Dutch corporation income tax rate 9.786 25,0% 5.071 25.0%

Difference with foreign tax rates 1.943 5,0% (1.100) -5.4%

Weighted average applicable tax rate 11.729 30,0% 3.791 19,6%

Adjustments for prior years 138 0,4% (72) -0,4%

Tax exempt income due to the participation exemption (2.627) -6,7% (1.090) -5,4%

Unrecognised deferred tax assets 1.945 5,0% 905 4,5%

Recognition of unrecognized deferred tax assets in previous years

- 0,0% (438) -2,2%

Valuation adjustment for recognized deferred tax assets

2.397 6,1% 982 4,8%

Result third parties 1.192 3,0% 858 4,2%

Other items (144) -0,4% (278) -1,4%

Total corporate income tax 14.630 37,4% 4.838 23,9%

Deferred tax has not been recognised in respect of the following items:

Deductible temporary differences - -

Tax losses 13.408 5.943

13.408 5.943

In 2019, the effective tax rate on the result before tax is 37,4% (2018: 23,9%). The reconciliation between the actual tax expense and the tax expense based on the Dutch corporate income tax rate (2019 and 2018: 25%) is as follows:

The unrecognised deferred tax assets relate to tax reporting entities that previously incurred losses for which it is currently not probable that sufficient future taxable profits will be available for offset (taking into account fiscal restrictions on the utilisation of loss compensation).

The deductible temporary differences will not be forfeited under the current tax legislation. No deferred tax assets have been recognised in respect of these items, because it is not probable that sufficient taxable profits will be available in the future to utilise these benefits.

The unrecognised deferred tax assets relate to tax reporting entities that previously incurred losses for which it is currently not probable that sufficient future taxable profits will be available for offset (taking into account fiscal restrictions on the utilization of loss compensation). Out of this € 35.380 (2018: € 5.943), € 21.978 (2018: 6) expires in the following seven years. € 13.402 (2018: € 5.937) can be carried forward indefinitely.

Subsequent events

At the time of writing this report,

governments are taking significant

measures to contain the COVID-19 virus.

The Board of EDGE understands the

importance of these measures and has

implemented company policies to follow

through on the global aim to reduce

the spread of the virus. We will continue

adjusting our policies during the year if

and when needed. One of the measures

taken is that we have closed all our offices

as of March 13, 2020. Our staff works from

home to the extent that their jobs allow

for it.

The impact of the breakout of the

COVID-19 is continuously being assessed.

Our teams are in touch with our general

contractors to monitor the impact of the

virus on the progress of our projects which

are currently under construction. Both

the availability of staff at the general

contractors and their suppliers as well

as the delivery of building materials is

being monitored. To the extend possible,

action is taken to continue construction

to achieve production progress as per

the planned timelines. This is all done

within the limitations of health and safety

requirements.

The impact of the outbreak of the virus

has led to significant volatility on the

stock exchange markets. Such data is not

yet available on the capital markets side

of the real estate market as these markets

are, compared to the stock exchange,

illiquid. We are in constant communication

with real estate investors, like large

insurance companies, to understand

the demand for newly developed EDGE

offices. We are also being informed by

international brokers, potential tenants

and banks on the capital market

and tenant demand trends. All our

projects which are in start up phase are

underpinned by a business plan. These

assumptions are re-validated against

the latest information retrieved from the

market. If needed, these new projects will

continue under altered conditions or will

be suspended.

The management board has asked

each Business Unit to perform a

COVID-19 liquidity stress test. Based

on the assumptions as laid out by the

management board in such stress test

and the continued availability of current

credit facilities, he board does not foresee

liquidity deficits over the short and

medium term. However, it should be noted

that the impact of the virus cannot be

fully overseen at this point in time. If the

government measures will be intensified

and stretched over a long period of time,

the company may need to take mitigating

actions to preserve liquidity.

/066/067

5.7 Company balance sheet (after appropriation of result)*


Financial fixed assets 1 186.023 163.157

Deferred tax asset 2 2.420 4.837

Total fixed assets 188.443 167.994

Group companies 57.463 -

Corporate income tax receivable

- 303

Other receivables and prepayments

412 299

Cash and cash equivalents 3 13.713 1.288

Total current assets 71.588 1.890

Total assets 260.031 169.884


Share capital 19 19

Share premium 332 332

FX reserve (333) (261)

Retained earnings 115.951 101.422

Shareholders' equity 4 115.969 101.683

Provisions 5 46.938 27.309

Accounts payables 95.540 38.136

Group companies 74 5

Tax payables 6 5 10

Accruals and other payables 1.505 2.651

Current liabilities 97.124 40.802

Total equity & liabilities 260.031 154.438

* All amounts are in 1,000 euros.

5.8 Company income statement*

Note FY 2019 FY 2018

Share in result of participations 1 28.707 15.911

Other income and expense after taxation

(4.193) (465)

Result after taxation 24.514 15.446

* All amounts are in 1,000 euros.

/068/069

GeneralThe company financial statements have been prepared in accordance with Title 9, Book 2 of the

Dutch Civil Code.

For the general principles in the preparation of the financial statements, the principles for valuation

of assets and liabilities and determination of the result, as well as for the notes to the specific assets

and liabilities and the results, reference is made to the notes to the consolidated financial

statements. All participations are valuated at nett asset value.

The financial information relating to OVG Real Estate B.V. is included in the consolidated financial

statements. Accordingly, in accordance with Article 402, Book 2 of the Dutch Civil Code, a company

profit and loss account has been presented in condensed form.

1 Financial fixed assets Total

Book value 31 December 2018 135.848 135.848

Dividends (16.720) (16.720)

Investments - -

Additions/disposals (8.586) (8.586)

Disinvestments - -

Result from participations 28.707 28.530

New loans - -

Repayments - -

Changes due to FX-result (164) (164)

Other comprehensive income - -


Amount recorded as financial fixed assets 186.023

Amount recorded as provision (46.938)

139.085

5.9 Notes to the company balance sheet

3 Cash and cash equivalents 31-12-19 31-12-18

Banks 13.713 1.288

13.713 1.288

Appropriation of result in 2018The annual report 2018 is determined in the general meeting of shareholders held on 19 June 2019. The

general meeting of shareholders has determined the appropriation of the result in accordance with

the proposal being made to that end.

Proposed appropriation of results for the financial year 2019The board of directors proposes to the General Meeting of Shareholders an appropriation of the

result 2019 to the retained earnings.

4 Shareholders’ equityShare

capital*Share

premiumFX

reserveRetained earnings

Shareholders’ equity

As of 1 January 2019 19 332 (261) 101.683 101.773

Capital contribution - - - - -

Dividend - - - (10.246) (10.246)

Buy back shares - - - - -

FX reserve - - (72) - (72)

Result for the year - - - 24.514 24.514

As of 31 December 2019 19 332 (333) 115.951 115.969

*The authorized share capital of OVG Real Estate BV amounts to € 92. The issued share capital amounts to € 19 divided up into 1,846,808 ordinary shares amounting to € 0,01 each.

2 Deferred tax asset 31-12-19 Total


Additions/(disposals) - -

Write off (2.417) (2.417)


/070/071

6 Tax payables 31-12-19 31-12-18

Value added tax 5 10

5 10

5 Provisions Participating interests Total

Position as at 31 December 2018 27.309 27.309

Added/released 19.629 19.629

Position as at 31 December 2019 46.938 46.938

Provisions at as 31 December 2019 >1 year 46.938 46.938

Tax liabilitiesOVG Real Estate B.V. is the head of a fiscal unity for the value added tax and for that reason it

is, jointly and severally liable for the tax liabilities of the whole fiscal unity. As per 19 May 2015 all

subsidiaries of OVG NL Holding B.V. formed a fiscal unity with OVG NL Holding B.V for corporate

income tax and is jointly and severally liable for the tax liabilities of the whole fiscal unity. OVG Real

Estate B.V. remains the head of a fiscal unity for the other subsidiaries for corporate income tax and is

jointly and severally liable for the tax liabilities of the whole fiscal unity. Tax liabilities of the subsidiary

companies are presented under the tax payables in the balance sheet.

Signing of the financial statements

Coen van Oostrom


Rotterdam, The Netherlands, 9 April 2020

Guarantees 31-12-19 31-12-18

As of 31 December 2019 group companies have grantedguarantees amounting to € 111.354 (2018: € 42.849).

< 1 year 6.800 4.333

1 year - 5 year 57.570 25.466

> 5 year - 13.050

64.370 42.849

Contingent liabilities

72 73

Another level in real estate Annual Report 201 4

OVG real estate

B.V.

/ 0 6

Other

information

A N N U A L R E P O R T 2 0 1 9

6.1 Statutory rules concerning appropriation of result

Article 18, paragraph 1 of the statutory rules

states that the profit is at the disposal of

the shareholders meeting, who can decide

to the partial or complete addition of the

profit to the other reserves.

Article 18, paragraph 2a of the statutory

rules states that the profit can only be

distributed to the shareholders and other

entitled when equity exceeds the issued

share capital and the legal reserves.

6.2 Independent auditor’s reportThe auditor’s report is stated on page 74.

/074/075

REPORT ON THE AUDIT OF THE

FINANCIAL STATEMENTS 2019 INCLUDED

IN ANNUAL REPORT

Our opinionWe have audited the accompanying

financial statements 2019 of OVG Real

Estate B.V., based in Rotterdam.

In our opinion the accompanying

financial statements give a true and fair

view of the financial position of OVG Real

Estate B.V. as at 31 December 2019, and

of its result for 2019 in accordance with

Part 9 of Book 2 of the Dutch Civil Code.

The financial statements comprise:

1. The consolidated and company

balance sheet as at 31 December

2019.

2. The consolidated and company

income statement for 2019.

3. The consolidated statement of

comprehensive income.

4. The consolidated cash flow

statement.

5. The notes comprising a summary of

the accounting policies and other

explanatory information.

Basis for our opinionWe conducted our audit in accordance

with Dutch law, including the Dutch

Independentauditors report_

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 OVG Real Estate

B.V. in accordance with the Wet toezicht

accountantsorganisaties (Wta, Audit firms

supervision act), 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 believe the audit evidence we have

obtained is sufficient and appropriate to

provide a basis for our opinion.

Emphasis of the impact of COVID-19COVID-19 also impacts OVG Real Estate

B.V. Management disclosed the current

impact and her plans to deal with current

events and circumstances in note 5,

page 57 and page 65, of the financial

To: the Shareholders of OVG Real Estate B.V.

statements. Management indicates that

it is currently not possible for them to

appropriately estimate the impact of

COVID-19 on the financial performance,

including the valuation of construction

contracts that inherently involve a

higher degree of management estimate,

and health of OVG Real Estate B.V. Our

opinion is not modified in respect of this

matter.

REPORT ON THE OTHER INFORMATION

INCLUDED IN ANNUAL REPORT

In addition to the financial statements

and our auditor's report thereon, the

annual report contains other information

that consists of:

• Management Board’s Report.

• Other Information as required by

Part 9 of Book2 of the Dutch Civil

Code.

• Based on the following procedures

performed, we conclude that the

other information:

• Is consistent with the financial

statements and does not contain

material misstatements.

• Contains the information as required

by Part 9 of Book 2 of the Dutch Civil

Code.

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 substantially

less than the scope of those performed in

our audit of the financial statements.

Management is responsible for the

preparation of the other information,

including the Management Board's

Report in accordance with Part 9 of Book

2 of the Dutch Civil Code, and the other

information as required by Part 9 of Book

2 of the Dutch Civil Code.

DESCRIPTION OF RESPONSIBILITIES

REGARDING THE FINANCIAL

STATEMENTS

Responsibilities of management for the financial statementsManagement is responsible for the

preparation and fair presentation of the

financial statements in accordance with

Part 9 of Book 2 of the Dutch Civil Code.

Furthermore, 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.

As part of the preparation of the

financial statements, management is

responsible for assessing the company's

ability to continue as a going concern.

Based on the financial reporting

framework mentioned, management

should prepare the financial statements

using the going concern basis of

accounting unless management either

intends to liquidate the company or to

cease operations, or has no realistic

alternative but to do so.

/076/077

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.

Our responsibilities for the audit of the financial statementsOur objective is to plan and perform the

audit assignment 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.

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.

We have exercised professional

judgement and have maintained

professional skepticism throughout

the audit, in accordance with Dutch

Standards on Auditing, ethical

requirements and independence

requirements. Our audit included e.g.:

• 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 for one resulting from

error, as fraud may involve collusion,

forgery, intentional omissions,

misrepresentations, or the override

of internal control.

• Obtaining an understanding of

internal control relevant to the

audit in order to design audit

procedures that are appropriate in

the circumstances, but not for the

purpose of expressing an opinion on

the effectiveness of the company's

internal control.

• Evaluating the appropriateness

of accounting policies used and

the reasonableness of accounting

estimates and related disclosures

made by management.

• Concluding on the appropriateness

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 the

company's ability to continue as

a going concern. If we conclude

that a material uncertainty exists,

we are required to draw attention

in our auditor's report to the

related disclosures in the financial

statements or, if such disclosures

are inadequate, to modify our

opinion. Our conclusions are based

on the audit evidence obtained up

to the date of our auditor's report.

However, future events or conditions

may cause the company to cease to

continue as a going concern.

• Evaluating the overall presentation,

structure and content of the financial

statements, including the disclosures.

• Evaluating whether the financial

statements represent the underlying

transactions and events in a manner

that achieves fair presentation.

Because we are ultimately responsible

for the opinion, we are also responsible

for directing, supervising and performing

the group audit. In this respect we have

determined the nature and extent of

the audit procedures to be carried out

for group entities. Decisive were the

size and/or the risk profile of the group

entities or operations. On this basis, we

selected group entities for which an audit

or review had to be carried out on the

complete set of financial information or

specific items.

We communicate with management

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 identified during our audit.

Amsterdam, 9 April 2020

Deloitte Accountants B.V.

C. Binkhorst

78

OVG re/developers

PublicationOVG Real Estate B.V.

P.O. Box 87354

1080 JJ Amsterdam

The Netherlands

+31 88 170 1000

[email protected]

www.ovgrealestate.com

Chamber of Commerce Rotterdam

Registration number 24291656

Copy and EditingFinancial Department EDGE

Branding Department EDGE

Sarah-Jane Threipland

Photography/Renderings

page 13 Bert Rietbergen

page 13 Jannes Linders

page 14 Christian Krüppa

page 14 Christian Krüppa

page 16 Miller Hare

page 21 BLOOM Images

page 23 Ronald Tilleman

Colophon_

All rights reserved. Reproduction in whole

or in part is prohibited without the prior

written consent of the copyright owner.

The information presented in

this document does not form part of

any quotation or contract, is believed

to be accurate and reliable and may

be changed without notice. No liability

will be accepted by the publishers for any

consequence of its use. Publication

thereof does not convey nor imply any

license under patent - or other industrial

or intellectual property rights.

© OVG Real Estate B.V. 2019_

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