As a leading player in the listed real estate sector, transparent, ethical and sound management are of the greatest importance to Aedifica. That is why we pursue a business culture that is characterised by honesty and integrity, a sense of responsibility, strict ethics and compliance with the statutory rules and corporate governance standards. Good corporate governance ensures that our processes, procedures and policies are implemented according to the principles of transparency and accountability. We will continue to pay special attention to all corporate governance developments.
Aedifica applies the Corporate Governance Code published by the Belgian Corporate Governance committee on 9 May 2019 (‘Governance Code 2020’, available at www.corporategovernancecommittee.be).
Aedifica set out a Corporate Governance Charter to describe the set of rules, procedures and practices defining the way in which our company is managed and controlled. It details the roles and responsibilities of our Board of Directors and Executive Management. The Charter was last amended on 18 June 2020.
The Coordinated Articles of Association include, among other things, provisions on the nature of the company, its capital, the number of Directors and auditors, and the Annual General Meeting. The Coordinated Articles of Association were last amended on 9 July 2020.
Aedifica has implemented a high-performance internal control and risk management system. More information on this topic is available in Aedifica’s Annual Financial Report.
A competent team of 12 Directors stands at the helm of Aedifica. Together they form our Board of Directors.
Aedifica’s special attention to diversity is reflected in the composition of our Board of Directors. The Board has a gender diversity ratio of [x]%, which significantly exceeds the threshold of one third set by law. Gender is not the only aspect of diversity considered by Aedifica, we also apply diversity requirements regarding age and professional background, which is reflected in the appointment of members of different ages, who have complementary career paths, professional experience and skills.
Within the Board of Directors, three specialized committees have been established: the Audit Committee, the Nomination and Remuneration Committee and the Investment Committee. They are meant to assist and provide guidance to the Board of Directors in their respective domains. These committees are consultative bodies and have no decision power. They report to the Board of Directors, which takes the decisions.
Chairman of the Board
Member of the Investment Committee
Chief Executive Officer
Chair of the Investment Committee
Member of the Nomination and Remuneration Committee
Member of the Audit Committee
Chair of the Nomination and Remuneration Committee
At Aedifica, we care about sustainability and human rights and we make every effort to combat corruption and other improprieties. That is why we prepared a set of policies for our staff and suppliers to make sure our core values are maintained and developed throughout all our operations. Aedifica’s policies are available below.
Consideration for the environment is a natural and integral aspect of Aedifica’s business. Aedifica commits to contribute towards a culture of environmental awareness within the company and with our stakeholders.
Aedifica’s code of conduct offers an ethical framework and guidelines on how to deal with conflicts of interests, inside information, insider trading, corruption, etc.
Aedifica pursues a business culture that is characterised by honesty, integrity and strict ethics. We provide for an internal procedure for reporting actual or potential infringements of statutory rules, the corporate governance charter and the code of conduct.
We are committed to protecting and respecting your privacy. This policy sets out the basis on which any information that you provide to us, will be processed.
Since 9 July 2020, the total number of Aedifica shares amounts to 27,496,869 (the denominator). All shares are fully paid-up and without nominal value and each share entitles to one voting right at the General Meeting. There are no preferred shares. The company’s capital amounts to €725,581,434.42.
Transparency is key for listed companies, also when it comes to voting power ratios. Whenever a shareholder crosses the threshold of 5% of the voting rights in a company, he needs to inform that company about his stake in the form of a ‘transparency notification’ (in accordance with the Act of 2 May 2007 on the disclosure of major holdings). Upon the reception of a transparency notification, the company issues a press release and publishes the notification on its website. The transparency notifications that Aedifica received over the past five years are available below.
Please send your transparency notification to firstname.lastname@example.org.
|# of voting rights||Date of the notification||% of the total number of voting rights|
|BlackRock, Inc.||1,230,883||9 July 2019||5.00%|
‘Transactions’ refer to all restructurings within the Aedifica group. They include corporate mergers, contributions in kind, capital increases and tender offers. All regulatory documents related to these transactions are available below.
In January 2020, Aedifica and Hoivatilat, a Finnish healthcare real estate developer and investor, joined their forces in the Nordics, upon completion of Aedifica’s voluntary public cash tender offer on all the issued and outstanding shares in Hoivatilat.
Hoivatilat is an attractive partner to enter the Northern European healthcare real estate market with a high-quality, purpose-built portfolio, a substantial pipeline of development projects and a very experienced management team. The company has a build-and-hold strategy and develops itself the care buildings that are rented out. This transaction offers an excellent opportunity for Hoivatilat to continue its growth strategy, both in Finland and in the other countries of Northern Europe.
Tammikuussa 2020 Aedifica ja suomalainen hoivakiinteistöjen kehittämiseen ja omistamiseen erikoistunut Hoivatilat yhdistivät voimansa. Tämä oli seurausta Aedifcan tekemästä julkisesta käteisostotarjouksesta, joka koski kaikkia Hoivatilojen liikkeelle laskettuja osakkeita.
Korkealaatuisella ja käyttötarkoitukseen räätälöidyllä portfoliollaan, laajoilla kehitteillä ja aloitusvaiheessa olevilla hankkeillaan ja kokeneen johdon ansiosta Hoivatilat on houkutteleva kumppani, jonka kanssa laajentua Pohjoismaisille terveydenhuollon kiinteistömarkkinoille. Hoivatiloilla on rakenna-ja-pidä -strategia, jossa se kehittää itse vuokrattavat hoivan kiinteistöt. Tämä yritysjärjestely tarjoaa Hoivatiloille erinomaisen mahdollisuuden toteuttaa kasvustrategiaansa sekä Suomessa, että muissa Pohjois-Euroopan maissa.
Do you want to pay us a visit at the office? The coffee is ready, you are more than welcome.
We have made sure that you can easily get to our head office in Brussels by public transport: you can reach us by train, metro, bus and bicycle.
If you come by train, you can get off at the station of Brussels-Luxemburg or Brussels-Central. From there you can easily continue on foot to rue Belliard 40. If you come by international train, you get off at Brussels-South station and take metro line 2 or 6 to Trône/Troon or Arts-Loi/Kunst-Wet.
If you come by metro, you can take line 1 or 5 to Arts-Loi/Kunst-Wet or Maelbeek/Maalbeek, or you can take line 2 or 6 to Trône/Troon or Arts-Loi/Kunst-Wet.
If you come by bus, you can take line 21, 27 and 64 to Trêves/Trier, or line 27, 34, 38, 64, 80 and 95 to Science/Wetenschap.
If you take a villo! sharing bike, you can easily park your bike in the Charlemagne/Karel De Grote bike station right in front of our office.
Of course, you can also reach us by car, but we encourage you to consider the environment and use public transport or other eco-friendly transportation options.
The following restricted pages of the website of Aedifica NV (the “Company”) contain information in respect of a contemplated transaction by the Company. Nothing on this website (or any website to which this website has been hypertext linked) constitutes an invitation or offer to acquire any securities of the Company or any of its subsidiaries.
THE INFORMATION IN THE FOLLOWING PAGES IS NOT INTENDED FOR, AND IS NOT TO BE MADE AVAILABLE TO, ANY PERSON THAT IS RESIDING, DOMICILED OR PHYSICALLY PRESENT IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SWITZERLAND OR SOUTH AFRICA.
The following information may only be consulted by investors that may have access to such information as allowed under the applicable regulations. These documents are made available for information purposes only. The reproduction of these electronic versions (i) on another website or at any other virtual or physical location, or (ii) in a printed form or on any other carrier for the purpose of distributing these documents, in any manner whatsoever, is strictly forbidden.
The information is made available for information purposes only and is not in any manner intended to constitute an offer or invitation to proceed to an acquisition of, or subscription to, any of the Company’s securities in, or towards residents, inhabitants, or citizens of, the United States, Canada, Australia, Japan, Switzerland, South Africa or any other jurisdiction where such offering or solicitation is not permitted without registration, exemption from registration or qualification under the applicable legislation of the relevant jurisdiction, or does not meet the required conditions under the applicable legislation of the relevant jurisdiction.
The information contained on this website and in the following information does not constitute an offer of securities for sale in the United States, Australia, Canada, Japan, South Africa, Switzerland or in any other jurisdiction in which such offers or sales are unlawful. The Company’s securities have not been, nor will be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or with any other securities regulatory authority of any state or other jurisdiction in the United States. There will be no public offer of securities in the United States.
The Company’s securities may not be offered or sold in the United States without prior registration under the US Securities Act, or unless the transaction is exempt from, or not subject to, the registration requirements of the US Securities Act and any applicable state securities laws.
No information contained in the following information, or any copy thereof, may, directly or indirectly, be taken or sent to, or distributed in, the United States, Canada, Australia, Japan, Switzerland, South Africa or any other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. Non-compliance with these provisions may constitute a breach of the applicable legislation in the United States, Canada, Australia, Japan, Switzerland, South Africa or any other applicable jurisdiction. The dissemination of information contained in the following information or on the Company’s website may be subject to legal restrictions and persons who become aware of and/or receive such information must inform themselves about any applicable legal restrictions and must comply with such restrictions.
In the European Economic Area, the following information is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and any implementing measure in each relevant Member State of the EEA (the “Prospectus Regulation”) (“Qualified Investors”).
In general, any person who would like to receive access to the following information must verify in advance that such access does not constitute a breach of any applicable law or regulations. The Company cannot be held liable should these restrictions be breached by any person. While the Company has taken reasonable care to ensure that the information on this website (other than information accessed by hyperlink) is accurate at the time of last revision of the website, the Company accepts no liability for the accuracy or completeness or use of, nor any liability to update, the information contained on this website. The information on the Company’s website or contained in the following information should not be construed to constitute any form of advice or recommendation, including but not limited to investment, tax, legal or other advice, and should not be relied upon as the basis for any decision or action. In particular, actual results and developments may differ in a material manner from any forecast, forward-looking statement, opinion or expectation expressed in the following information or on the Company’s website.
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