General Information
Revision date
2010-03-12
Product name
EVALUATION AND
Product Synonyms
2020
1.2.1 Relevant identified uses
THE RISK
Emergency telephone
in order to guarantee safe
Icons in SDS
Company Information
company name
total solutions
Section 2
Hazard statements
describes the process adopted to select the independent experts and the fair value models. 2 205 05 CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 Responsibilities of Directors and Those Charged with Governance for the Consolidated Financial Statements The Directors are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and with the regulations issued for implementing art. 9 of Legislative Decree n. 38/2005, and, within the terms provided by the law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Directors are responsible for assessing the Group’s ability to continue as a going concern and, when preparing the consolidated financial statements, for the appropriateness of the going concern assumption, and for appropriate disclosure thereof. The Directors prepare the consolidated financial statements on a going concern basis unless they either intend to liquidate the Parent Company Coima Res S.p.A. SIIQ or to cease operations, or have no realistic alternative but to do so. The statutory audit committee (“Collegio Sindacale”) is responsible, within the terms provided by the law, for overseeing the Group’s financial reporting process. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing (ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with International Standards on Auditing (ISA Italia), we have exercised professional judgment and maintained professional skepticism throughout the audit. In addition: we have identified and assessed the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designed and performed audit procedures responsive to those risks, and obtained 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; we have obtained 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 Group’s internal control; we have evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors; we have concluded on the appropriateness of Directors’ 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 Group’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 consider this matter in forming our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. 3 206 ANNUAL REPORT 2020 However, future events or conditions may cause the Group to cease to continue as a going concern; we have evaluated the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. we have obtained sufficient appropriate audit evidence regarding the financial information of the entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We have communicated with those charged with governance, identified at an appropriate level as required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We have provided those charged with governance with a statement that we have complied with the ethical and independence requirements applicable in Italy, and we have communicated with them all matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we have determined those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We have described these matters in our auditor’s report. In particular § the statement of financial position has been prepared by classifying assets and liabilities according to the "current/non-current" criterion; § the income statement and the statement of comprehensive income have been prepared by classifying operating costs by nature; § the cash flow statement was prepared according to the "indirect method"; § the statement of changes in shareholders' equity. The formats used, as specified above, are those that best represent the Company's economic, equity and financial position. 222 ANNUAL REPORT 2020 Main balance sheet items Real estate investments Investment property is represented by property held to earn rental income and/or for capital appreciation and not for use in the production or supply of goods or services or for administrative purposes. Investment property is initially recognised at cost including incidental expenses and acquisition, consistent with IAS 40, and subsequently measured at fair value, recognizing in the income statement the effects of changes in fair value of investment property in the year such occur. The costs incurred relating to subsequent interventions are capitalised on the carrying value of the investment property when it is probable that they will generate future economic benefits, do not exceed the market value and their cost can be measured reliably. Other maintenance and repair costs are expensed as incurred. The fair value of the investment property does not reflect future capital investments that will improve or enhance the properties and does not reflect future benefits from this expenditure. Investment property is derecognised when sold (at the date on which the buyer obtains the control) or when it is permanently withdrawn from use and no future economic benefits are expected from its disposal. The amount of consideration to be considered for determining the profit or loss deriving from the cancellation of an investment property is determined in accordance with the requirements for determining the price of the transaction in IFRS 15. IFRS 13 defines the fair value as the price (exit price) that would be received for the sale of an asset, or that would be paid for transfer of a liability in a regular transaction between market participants at the valuation date. In particular, in measuring the fair value of investment property, the Company must ensure that the fair value reflects, among others, rental income from current leases, and other reasonable and supportable assumptions that market participants would use to price real estate properties under current conditions. In accordance with IFRS 13, the fair value valuation of a non-financial asset considers the ability of a market operator to generate economic benefits from using the asset at its highest and best use or selling it to another market participant that would employ such at its highest and best use. According to IFRS 13, an entity must employ valuation techniques appropriate to the circumstances and for which enough data are available to measure the fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. The fair value is measured based on observable transactions in an active market and adjusted if necessary, depending on the specific characteristics of each investment property. If such information is not available, such as to determine the fair value for measurement of the investment property, the Company uses the discounted cash flow method (for a period that varies according to the duration of existing contracts) related to future net income from leasing of property, and it is assumed that the property is sold at the end of this period. Investment property is valued with the support of an external independent valuation company, duly recognized in terms of professional qualification and recent experience in the leasing and characteristics of the property evaluated. The Board of Directors of COIMA RES S.p.A. SIIQ, decided to appoint as independent expert CBRE Valuation S.p.A. The independent expert has the task of defining, every six months, the market value of Monte Rosa, Tocqueville and Pavilion and any further real estate properties that the Company should acquire. Valuations are prepared in compliance with the standard "RICS Valuation - Professional Standards" and in compliance with applicable regulations and the recommendations provided by ESMA European Securities and Markets Authority. The Company has adopted an internal procedure for the selection and appointment of independent experts as well as for the valuation of investment properties. On the selection and appointment of the independent experts, the procedure requires specific operational binding instructions to verify, through appropriate written statements or 223 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 acquiring specific certifications, the duration of the appointment (four-year and not renewable), the independence and incompatibility requirements of experts. The procedure also gives guidelines for the determination of the remuneration to the independent expert so as not to undermine their independence. The remuneration provided for assessments as of December 31st, 2020 has been preliminarily defined as a fixed amount based on the size of the individual investment property. The process by which the Company determines the fair value of its real estate investments, however, falls within the estimation processes, which implies the forecast of costs and revenues related to each investment and the formulation of assumptions on variables of calculation models that depend on expectations the performance of real estate and financial markets as well as the general economic conditions that affect rent levels and the reliability of tenants, and that, in consideration of the uncertainty connected to the realization of any future event, are able to determine variations, even significant and in the short term, the conclusions of the experts and therefore of the results of the financial statements, albeit in constant evaluation models. The evaluations are also analysed by the Company in order to verify the accuracy and consistency of the assumptions used by the independent expert. As for the use of estimates regarding real estate investments, refer to paragraph 49 – Real estate investments. Property, plant and equipment Plant and equipment are stated as costs, net of accumulated depreciation and accumulated impairment losses, if any. Such costs include replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as are placement if the recognition criteria is satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows: Machinery and equipment 5 years Plant and office properties 12 years An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss when the asset is derecognised. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. 224 ANNUAL REPORT 2020 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortised over the useful economic life (5 years) and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss. Investments in associated and joint venture In accordance with IFRS 10 will have control over a subsidiary if and only if, simultaneously: § it has the power over the subsidiary, qualified in possession of valid rights on its relevant activities, that is, those activities that have a significant impact on its profitability; § it has the actual ability to exercise such power over the subsidiary to affect the profitability of the same; § the profitability (positive or negative) of its investment changes in relation to the entity's subsidiary profitability. In accordance with IFRS 11, a joint venture is a company over which the Company exercises control in a share with third parties. Joint control of a company is qualified as sharing, contractually agreed, the control thereof, and may exist when the relevant decisions are made with the unanimous control of joint ventures. In accordance with IAS 28, a related entity is a company in which the Company has significant influence, described as the power to participate in financial and operating strategic decisions despite not having control. Investments in subsidiaries, joint ventures and associates are initially recognised at the cost incurred for the acquisition or establishment, represented by the fair value at the exchange date and all other charges. Investments in subsidiaries to joint ventures and associates are reviewed annually, or more frequently if necessary, to check for any impairment. Where there is evidence that these investments have suffered a loss in value, the impairment is recognised in the income statement as depreciation. If the company's share of the losses of the subsidiary exceeds the carrying value of the investment, and the company is obliged to or wishes to respond, we are reduced to zero the value of the investment and the share of further losses is recognised as a provision. If, subsequently the impairment is reversed or reduced, it is recognised in the income statement as a value restoration of the cost limits. Dividends paid by subsidiaries, joint ventures and associates are recognised in the income statement, while respecting the principle of competence, at the time when the right to credit (generally coincides with the distribution resolution adopted by the Shareholders’ Meeting of the subsidiaries). 225 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 Cash and cash equivalents Cash and cash equivalents include cash on hand and short-term deposits, in the latter case with a term of less than three months. Cash and cash equivalents are stated at their nominal value and the spot rate at year-end, if in foreign currency. Net Equity Capital stock The capital stock represents the nominal value of payments and contributions made in this regard by shareholders. Valuation reserve When derivatives cover the risk of cash flow variations of covered instruments (cash flow hedge; es. hedging the cash flow variation of assets/liabilities due to exchange rates movements), the changes in the fair value of the derivatives considered effective are initially recognised in the valuation reserve, relating to the other components of the overall profit and subsequently charged to the income statement in line with the economic effects produced by the hedged transaction. Cash dividend and Interim dividend The Company recognises a liability to pay a dividend when the distribution is authorised, and the distribution is no longer at the discretion of the Company. As for the corporate laws in Europe, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity. Severance pay Severance pay fund (TFR) is considered as a defined benefit plan. The benefits promised to employees are recognised monthly with the maturation and are paid upon termination of employment. The severance pay is accrued based on the seniority reached at the end of each individual employee in accordance with the laws and labour contracts in force at the reporting date. The provision reflects the liability towards employees, based on experience and seniority wages paid, recalculated on the basis of its actuarial value. The adopted actuarial assessments are the best estimates of the variables that determine the final cost of the subsequent performance at the end of the employment relationship. Provision for risks and charges The provisions for risks and charges relate to costs and charges of a determined nature and of certain or probable existence that at the end of the period are indeterminate in the amount or date of occurrence. Provisions are recognized when: (i) it is probable the existence of a current obligation, legal or implicit, deriving from a past event; (ii) it is probable that the fulfilment of the obligation will be onerous; (iii) the amount of the obligation can be reliably estimated. The provisions are recognised at the representative value of the best estimate of the amount that the Company would rationally pay to extinguish the obligation or to transfer it to third parties at the closing date of the period. When the financial effect of time is significant and the payment dates of the obligations can be reliably estimated, the provision is subject to discounting; the increase in the provision related to the passage of time is charged to the income statement under "financial charges". When the liability relates to tangible assets (for example, reclamation of areas), the provision is recognised as a contra entry to the asset to which it refers; the allocation to the income statement takes place through the amortization process. The provisions are periodically updated to reflect changes in cost estimates, implementation times and the discount rate; the revisions of estimates of the funds are charged to the same income statement item that previously accepted the provision or, when the liability relates to tangible assets (for example, reclamation of areas), as a contra entry to the activity to which it refers. 226 ANNUAL REPORT 2020 The notes to the financial statements illustrate the potential liabilities represented by possible (but not probable) obligations, deriving from events whose existence will be confirmed only in the absence of one or more conditions not totally under the control of the Company. For more details, please refer to what is described in paragraph 42 – General and administration expenses. Financial instruments Financial instruments are an incentive recognised by management in relation to their significant contribution in the start-up and development of the Company. These financial instruments will give the right to the payment of a yield linked to changes in the Issuer's Net Asset Value (NAV), to be executed also through the assignment of shares of the Company itself. Financial instruments are initially recognized at fair value, recognizing the effects deriving from the change in fair value in the period in which they occur in the income statement. The fair value at the closing date of the period is determined through estimates made by management, also with the support of independent experts. The process by which the Company determines the fair value of the instrument is part of the estimation processes, which implies the forecast of cash flows based on variables that depend on expectations of the performance of the real estate and financial markets as well as on general market conditions that are able to determine variations, even significant and in the short term, on the conclusions of the experts and therefore of the results of the financial statements. Financial liabilities - Initial recognition and measurement Financial liabilities are classified at initial recognition as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments. Loans and borrowings After initial recognition, loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process. Amortized cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss. A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss. IFRS 9 - Derivative financial instruments The Company uses derivative financial instruments including interest rate caps and interest rate swaps to hedge interest rate risks on loans. These derivative financial instruments are recognised at fair value in accordance with IFRS 9 and are recognised as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. 227 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 When initiating a hedging transaction, the Company formally designates and documents the hedging relationship, to which it intends to apply hedge accounting, its risk management objectives and the strategy pursued. This documentation includes the identification of the hedging instrument, the hedged item, the nature of the risk and the manner in which the Company will assess whether the hedging relationship meets the requirements for hedge effectiveness (including analysis of the sources of hedge ineffectiveness and how the hedging relationship is determined). The hedging relationship meets the eligibility criteria for hedge accounting if it meets all the following requirements for hedge effectiveness: § there is an economic relationship between the hedged item and the hedging instrument; § the effect of credit risk does not outweigh the changes in value resulting from the above economic relationship; § the hedging relationship is the same as that resulting from the quantity of the hedged item that the Company hedges and the quantity of the hedging instrument that the Company uses to hedge that quantity. With regard to the cash flow hedge transaction, the Company recognises the portion of profit or loss on the hedged instrument relating to the effective portion of the hedge in the statement of other comprehensive income in the "cash flow hedge" reserve, while the ineffective portion is recognised directly in the statement of profit/(loss) for the year. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument and the cumulative change in the fair value of the hedged item. Impairment IFRS 9 requires the Company to record the expected credit losses on all items such as loans and trade receivables, having as reference period of either 12 months or the entire contractual duration of the instrument (i.e., lifetime expected loss). The Company applies the simplified approach and therefore records any expected losses on all trade receivables based on their remaining contractual duration. The Company has assessed the impact of its receivables in its portfolio, both of a commercial and financial nature, taking into account the characteristics of the receivables, the counterparties and the collection times, even though not all receivables are guaranteed, and the effects deriving from the application of the new criterion are not significant taking into account the risk profile of its customers. Hedge Accounting At present, the Company uses hedge accounting with reference to interest cap rate instruments underwritten. Considering the provisions of the standard, the Company has established that all existing hedging relationships that are currently designated as effective hedges continue to qualify for hedge accounting in accordance with IFRS 9. However, the standard provides for the recognition of the effects deriving from the valuation of these instruments, including the portion of the extrinsic value, in the item "other reserves" of shareholders' equity. Recording of revenues, income and expenses in the income statement Revenues Revenue is recognised to the extent in which it is likely that economic benefits will be obtained by the Company and the revenue can be measured reliably, regardless of the date of collection. Revenues are measured at the fair value of the consideration to which the entity believes it is entitled in exchange for the transfer of goods or services to the customer, taking into account the agreed contractual terms and the commitments made. The following specific recognition criteria of revenues must always be considered before recognition in the income § rental income: rental income from the investment property owned by the Company is recognised on a straight-line basis, in accordance with the international accounting standard IFRS 16 (paragraph 81), representative criterion of temporal competence, conforming the maturity lease agreements; § income from real estate disposals: income from the real estate disposals are recognized in the income statement when the contractual obligation performance is effectively executed and then transferred to the 228 ANNUAL REPORT 2020 buyer of all the significant risks and rewards associated with ownership, which is normally transferred on the date of signing the deed notarial, when the transaction price is generally also settled. IFRS 15 Revenues from contracts with customers IFRS 15 replaces IAS 11 - Construction contracts, IAS 18 - Revenues and related interpretations applies to all revenues from contracts with customers, unless these contracts fall within the scope of other standards such as lease contracts, for which the reference standard is IFRS 16. The standard introduces a five-step model that applies to revenues from contracts with customers. IFRS 15 requires the recognition of revenue at an amount that reflects the consideration to which the entity believes it is entitled in exchange for the transfer of goods or services to the customer. The standard involves the exercise of an opinion by the Company, which considers all relevant facts and circumstances in the application of each phase of the model to contracts with its customers. The standard also specifies the accounting for incremental costs linked to obtaining a contract and costs directly linked to the completion of a contract. The Company has applied the standard using the full retrospective application method. However, since the group's revenues are mainly from leases, the adoption has no effect on the consolidated financial statements. Leases The Company is characterised by investments in high-quality real estate portfolios, mainly concentrated in leading Italian cities, with high-profile tenants and long-term lease contracts, including adequate safeguard clauses as well as clauses providing for ordinary and extraordinary maintenance expenses and works to be borne by the tenant. At present, lease revenues from owned investment property are accounted for based on IFRS 16 (paragraph 81), which represents the accrual method, based on existing lease contracts. Considering the current contractual framework and the sector practices adopted also by the main competitors, it can be concluded that the adoption of IFRS 15 has not had an impact on the Company's results with reference to property leases. Real estate disposals With reference to real estate sales, it should be noted that these take place through the signing of a notarial deed, during which the actual contractual obligations and the real availability of the asset by the notary are verified. In particular, these transactions provide for (i) the transfer of the asset by the seller, (ii) the settlement of the consideration by the buyer at the deed without further delay and/or commitments for the seller, and (iii), if necessary, the payment of deposits or advances at the same time as the signing of the preliminary sale contracts, the latter case taking into account the short time lapse between the preliminary and deed (generally less than one year) does not provide for the inclusion in the price of significant implicit financial components. Although these transactions fall within the scope of IFRS 15, they do not have a significant impact from the application of the new standard because the performance obligations were extinguished at the date of the deed. IFRS 16 – Leases This standard defines the criteria for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leasing contracts in the financial statements on the basis of a single model similar to that used to account for financial leases in accordance with the previous IAS 17. The standard provides for two exemptions for the recognition by lessees - leasing contracts relating to "low value" assets (for example personal computers) and short-term leasing contracts (for example expiring within 12 months or less). At the start date of the leasing contract, the lessee recognizes a liability for the lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset for the duration of the contract (i.e., right to use the activity). The 229 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 lessees must separately account for the interest expenses on the lease liability and the amortization of the right to use the asset. Lessees must also remeasure the lease liability upon the occurrence of certain events (for example: a change in the terms of the lease agreement, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee generally recognizes the amount of the lease liability as an adjustment to the right of use of the asset. Lessors classify all leases by distinguishing two types: operating leases and financial leases, providing adequate information in the financial statements. It should be noted that as of today the Company has leasing agreements for IT equipment, which do not fall within the scope of the standard, and a rental agreement for the registered office. On July 21st, 2017 COIMA RES signed a rental contract for the new registered office in Milan, in Piazza Gae Aulenti 12. The agreement provides for a duration of six years renewable twice with an annual fee of approximately Euro 94 thousand. In consideration of the fact that COIMA RES has invested a significant amount for the preparation of the new headquarters, it is appropriate to consider the duration of the lease as twelve years. Costs The costs and other operating expenses are recognised as components of the fiscal year result when incurred on a temporal competence basis, and when such cannot be recognised as assets in the balance sheet. Financial income and expenses Financial income and expenses are recognised on an accrual basis according to the interest accrued on the net value of the related financial assets and liabilities using the effective interest method. Borrowing costs directly attributable to the acquisition and construction of investment property are capitalised in the carrying amount of the pertinent property. Capitalisation of interest is carried out on condition that the increase in the carrying value of the asset does not ascribe to the same value higher than its fair value. Taxes Current taxes Current income taxes are calculated based on estimated taxable income. Liabilities for current taxes are recognised in the balance sheet net of any advance taxation. Tax payables and receivables for current taxes are measured at the amount expected to be paid /received to/from the tax authorities based on the nominal tax rates in effect at the balance sheet date. except for those directly recorded in shareholders' equity, in that such relate to adjustment of assets and liabilities recognised directly to equity. Other non-income taxes, such as taxes on property and capital, are included in the operating costs. The Company is under the SIIQ tax regime. SIIQs are subject to neither corporate income tax (“IRES”) nor regional tax on productive activities (“IRAP”) on the business income deriving from letting real property and on other real estate related items of income. On the other hand, the earnings and profits corresponding to the exempt income are subject to taxation in the hands of the shareholders upon distribution. Taxes are therefore calculated on the income produced by the non-exempt income. 230 ANNUAL REPORT 2020 Deferred tax Pre-paid tax is recognised using the liability method on temporary differences. It is calculated on the temporary differences between the carrying amounts of assets and liabilities recorded in the balance sheet and their tax value. The deferred tax assets on tax losses carried forward and on deductible temporary differences are recognised to the extent in which it is likely that future taxable profit will be available against which such can be recovered, considering the SIIQ status. The tax assets and liabilities are measured using the tax rates expected to be applicable during the years when temporary differences will be reversed. Deferred tax assets and deferred tax liabilities are classified as non-current assets and liabilities. The assets and current and deferred tax liabilities are offset when the income taxes are levied by the same taxation authority, when there is a legally enforceable right to offset, and when the expected repayment time is the same. Earnings Per Share Earnings Per Share - basic Basic earnings per ordinary share is calculated by dividing the profit for the period attributable to ordinary shares and the weighted average number of ordinary shares outstanding during the year. Earnings Per Share - diluted Basic earnings per ordinary share diluted is calculated by dividing the profit for the period attributable to ordinary shares and the weighted average number of ordinary shares outstanding during the period, plus the weighted average number of ordinary shares that would be issued upon conversion into ordinary shares of all potential ordinary shares with dilution effects. Use of estimates The preparation of the financial statements and related notes in application of the IFRS requires that the management make estimates and assumptions that have an effect on the values of revenues, costs, assets, and liabilities in the financial statements and on the related disclosure to potential assets and liabilities at the date of the financial statements. Actual results could differ from these estimates due to the uncertainty surrounding the assumptions and conditions on which the estimates are based. Therefore, changes in the conditions underlying the opinions, assumptions and estimates adopted may have a significant impact on future results. Estimates are used to determine the fair value of investment properties, of financial instruments, derivatives and taxes. Estimates and assumptions are reviewed periodically by management and, when deemed necessary, are seconded by opinions and studies of independent external consultants of leading standing (for example, real estate appraisals), and the effects of any changes are reflected in the income statement. The following are the most significant estimates related to the preparation of financial statements and annual accounting reports in that they entail many subjective opinions, assumptions and estimates: § investment property: is initially recognised at cost including incidental expenses and acquisition, consistent with IAS 40, and subsequently measured at fair value, recognising in the income statement the effects of changes in fair value of investment property in the year such occur. The fair value at the closing date of the period is determined by valuation of the real estate assets performed by independent experts; this valuation is subject to hypotheses, assumptions and estimates, for this reason the valuation made by different experts might not result 231 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 in an identical opinion, furthermore, as reported in the directors' report, it is subject to uncertainties related to the current emergency situation; § financial instrument: financial instruments are initially valued at fair value, recording the effects deriving from the change in fair value in the period in which they occur in the income statement. The fair value is determined through estimates made by management, also through the support of independent experts; this valuation is subject to estimation processes, which implies the forecast of cash flows based on variables that depend on expectations of the performance of the real estate and financial markets as well as the general market conditions; § derivative financial instruments: derivative financial instruments are measured at fair value, recognizing the effects deriving from the change in fair value in the period in which they occur. The fair value is determined through estimates made by management based on market prices at the reference date; § taxes: income taxes, related to the non-exempt income, are estimated based on the prediction of the actual amount that will be paid to the Inland Revenue Office based on the income tax declaration; recognition of deferred tax assets is based on expectations of taxable income in future years, and pre-paid and deferred taxes are determined at the tax rates expected to be applied during the years in which temporary differences will be produced or reversed. 232 ANNUAL REPORT 2020 New accounting standards, interpretations and amendments adopted by the Company The accounting principles adopted for the preparation of the condensed interim consolidated financial statements are consistent with those used for the preparation of the consolidated financial statements as of December 31st, 2019, except for the adoption of the new principles and amendments in force since January 1st, 2020. The Company has not adopted in advance any new standards, interpretations or amendments issued but not yet in force. Several other amendments and interpretations apply for the first time in 2020 but have no impact on the Company's financial statements. Amendments to IFRS 3: Definition of a business The amendments to IFRS 3 clarify that to be considered a business, an integrated set of activities and assets must include at least one input and an underlying process which together significantly contribute to the ability to create an output. Furthermore, it has been clarified that a business can exist without including all the inputs and processes necessary to create an output. These changes have not had any impact on the financial statements but could have an impact on future years if the Company were to carry out business combinations. Amendments to IFRS 7, IFRS 9 and IAS 39: Reform of the interest rate benchmark The amendments to IFRS 9 and IAS 39 Financial Instruments: Recognition and Measurement provide a series of expedients, which apply to all hedging relationships that are directly affected by the reform of the interest rate benchmark. A hedging relationship is affected if the reform generates uncertainties on the timing and / or extent of cash flows based on the reference parameters of the hedged item or hedging instrument. These changes had no impact on the financial statements. Amendments to IAS 1 and IAS 8: Definition of material The amendments provide a new definition of materiality which states that "information is material if it is reasonable to assume that its omission, misstatement or concealment could influence the decisions that key users of general purpose financial statements make about basis of these financial statements, which provide financial information about the specific entity preparing the financial statements”. The relevance depends on the nature or extent of the information, or both. The entity assesses whether the information, individually or in combination with other information, is relevant in the context of the financial considered as a whole. The information is concealed if it is communicated in such a way as to have, for the main users of the financial statements, an effect similar to that of the omission or incorrect indication of the same information. “Conceptual Framework for Financial Reporting” issued on March 29th, 2018 The Conceptual Framework does not represent a standard and none of the concepts it contains take precedence over the concepts or requirements of a standard. The purpose of the Conceptual Framework is to support the IASB in the development of standards, to help editors to develop uniform accounting policies where there are no applicable standards in the specific circumstances and to help all parties involved to understand and interpret the standards. The revised version of the Conceptual Framework includes some new concepts, provides updated definitions and updated recognition criteria for assets and liabilities, and clarifies some important existing concepts. Amendment of IFRS 16 Covid-19 Related Rent Concession On May 28th, 2020, the IASB published an amendment to IFRS 16, which allows a lessee not to apply the requirements in IFRS 16 on the accounting effects of contractual amendments for reductions in lease payments 233 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 granted by lessors that are a direct consequence of Covid-19 epidemic. The change introduces a practical expedient whereby a tenant may choose not to assess whether the reduction in rent represent contractual changes. A lessee who chooses to use this expedient accounts for these reductions as if they were not contractual amendments in the scope of IFRS 16. The amendments are applicable to financial statements whose accounting period begins on or after June 1st, 2020 and is permitted for an anticipated adoption. From the point of view of the lessor, the accounting relating to the concessions on leases is based on existing guidelines, in fact the amendments to IFRS 16 are applicable only to the tenants. However, the IASB has provided some clarifications on how to manage these cases from the point of view of the lessors. The IASB has decided not to provide lessors with practical solutions for lease concessions that occur as a direct consequence of the Covid-19 pandemic for the following reasons: § IFRS 16 does not specify how the lessor must account for a change in lease payments that is not a contractual amendment; and § any practical expedient would negatively affect the comparability and interaction between the accounting requirements in IFRS 16 and the related requirements in the other standards (in particular, IFRS 9 Financial instruments and IFRS 15 Revenue from contracts with customers). Collectability Many tenants may experience financial hardship due to government-mandated business closures. This could cause a significant deterioration in the recoverability of rent payments by some lessors. Unlike other standards such as IFRS 15, IFRS 16 does not refer to recoverability to determine if (and when) rental income must be recognised. Therefore, it is believed that a lessor can continue to recognise rental income even when recoverability is not probable. However, other approaches may also be appropriate when there are significant doubts about the creditworthiness. For this reason, there may be differences in accounting, and it is important to consider the point of view of the supervisory bodies. Regardless of the approach followed, the IFRS 9 guidelines on credit losses continue to be applicable to recognised rental loans. Regarding this matter, the Company has proceeded with an analysis on the recoverability of the receivables recorded in the financial statements as December 31st, 2020, recording a loss amounting to Euro 129 thousand. Amendment of lease agreements The lessor's accounting for changes depends on the classification of the lease. A lessor accounts for a change to an operating lease as a new contract from the effective date of the change, considering any prepayments or accrued payments related to the original contract as part of the payments related to the new contract. In some cases, a lessor may grant the suspension of rental payments previously recognized as receivables. The concession determines a change in the consideration that was not part of the original terms of the contract and therefore can be considered as a change. An alternative view may be to consider that the suspension of payments of previous instalments is an extinction of the credit and the cancellation requirements of IFRS 9 apply. Paragraph 2.1 (b) (i) of IFRS 9 clarifies that the operating lease receivables recognized by a lessor are subject to the elimination and impairment requirements of IFRS 9. When applying IFRS 9 in these situations, it is considered that the lessor has a choice of accounting policy, to be applied consistently, to include or exclude the expected suspension of payments in the valuation of receivables. During the year, the Company has granted deferred payments of the rental fees to one tenant who was most affected by the contingent situation, with whom negotiations are underway for the repayment plan. 234 ANNUAL REPORT 2020 Recognition of rents after the contract modification As discussed above, lessors treat a lease change as a new lease as of the effective date of the change. If the new lease is classified as an operating lease, the lessor applies paragraph 81 of IFRS 16 and recognizes the lease payments on a straight-line basis, unless there is another systematic basis more representative than the model in which the benefit in the use of the underlying asset has decreased. Accounting of lease that does not constitute an amendment If a change in expected payments does not meet the definition of a contract change, that change would generally be record as a negative variable lease payment. In the case of an operating lease, the lessor recognises the effect of the concession by recognising lower rents. Financial disclosure The IFRS 16 requires lessors to provide information that provides users of financial statements with a basis for assessing the effect that leases have on their financial position, financial performance and cash flows. Although there are no specific disclosure requirements relating to the lease changes, lessors will need to provide sufficient information to enable readers of the financial statements to understand the impact of the Covid-19 related changes in lease payments on the financial position and on the entity of the results. 38. Operating segment The breakdown by operating segment and geographical area is not shown because as of December 31st, 2020, the Company owns investment properties located in Milan and lease for office use. 235 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 39. Rents (in thousands Euro) December 31st, 2020 December 31st, 2019 Vodafone - 6,863 Monte Rosa 3,711 3,815 Tocqueville 2,857 2,614 Pavilion 3,266 2,979 Rents 9,834 16,271 As of June 29th, 2019, the Company has sold the Vodafone real estate complex to COIMA CORE FUND VIII, of whom today is a shareholder for 50%. Monte Rosa shows a decrease of Euro 104 thousand, attributable to the release of spaces from Bluvacanze starting from January 1st, 2020. The decrease has been partially offset by short-terms rents deriving from new rental agreements signed with other tenants of the property. The increase of Tocqueville rents, amounting to Euro 243 thousand, refers to the amendment of the lease agreement with Sisal, the main tenant of the property, which postpones the expiration date of the contract to December 31st, 2021, with an increase of the gross rent from January 1st, 2021. Pavilion has produced higher rents amounting to Euro 287 thousand thanks to the contribution on an annual basis of the IBM lease, effective from February 1st, 2019. 40. Net real estate operating expenses The net real estate operating expenses amount to Euro 1,082 thousand and are detailed as follows: (in thousands Euro) Monte Rosa Tocqueville Pavilion December 31st, 2020 2019 Recovery of costs from tenants 962 252 262 1,476 2,590 Property management fee (81) (32) (35) (148) (198) Maintenance and service charges (440) (194) (248) (882) (1,499) Utilities (339) (95) - (434) (990) Insurance (22) (21) (64) (98) Property taxes (483) (270) (98) (851) (1,215) Stamp duties (38) (24) (33) (95) (133) Other real estate costs (83) (1) - (84) (94) Net real estate expenses (524) (385) (173) (1,082) (1,637) These costs, net of the recovery of expenses from the tenants, show a decrease of Euro 555 thousand mainly attributable to the sale of the Vodafone complex, closed during the first half-year 2019. 236 ANNUAL REPORT 2020 41. Income from real estate disposals During the year 2020, the Company did not hold profit or loss from real estate disposals. The item, amounting to Euro 3,562 thousand, are attributable to the sale of the Vodafone real estate complex closed in June 2019. 42. General and administration expenses The table below shows the general and administration expenses as of December 31st, 2020 compared to the previous year. (in thousand Euro) December 31st, 2020 December 31st, 2019 Asset management fees (850) (2,839) Personnel costs (1,737) (2,071) Consulting (481) (520) Control functions (338) (314) Audit (204) (191) Marketing (269) (354) IT service (183) (168) Independent appraisers (28) (56) Other operating expenses (312) (329) G&A expenses (4,402) (6,842) These items include the costs relating to the Company's normal operations, including personnel costs, governance costs, fees of the independent auditors and external consultants, marketing and IT assistance expenses. The decrease of Euro 2,440 thousand Euro compared to 2019 is mainly due to the amendment of the Asset Management Agreement, approved by the Board of Directors on March 19th, 2020, which requires a decrease of the management fees of 30 bps (from 1.10% to 0.80% of NAV) from January 1st, 2020. For further information, see the paragraph 68 of related parties. On March 16th, 2020, the Chief Executive Officer, in order to help limit the Company's internal costs in light of the current market capitalisation, in line with the interests of COIMA RES shareholders, has confirmed his waiver of the redetermination of the fixed emolument and the payment of variable compensation from 2020 until January 1st, 2025. This waiver can be revoked only if one of the following conditions is met: § the existing Asset Management Agreement is modified and / or terminated for any reason; and / or § Manfredi Catella does stop holding the office of Chief Executive Officer (even in the event of death); and / or § the majority of the directors of the Company are not designated by Manfredi Catella as envisaged by the Shareholders Agreement currently in force. As of today, none of the conditions have failed and it is considered unlikely that even one of them may occur within the approval of the financial statements as of December 31st, 2020. The CEO has reserved the right to terminate the suspension of the recalculation of the annual fixed remuneration and variable remuneration if the market capitalization of COIMA RES reaches a level higher than that recorded at the IPO (i.e., Euro 360 million); only from the occurrence of this event will the relative emolument be determined, without impacting the previous periods. 237 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 In consideration of what is reported in the previous lines, the waiver refers to 2017, 2018 and 2019 emoluments, as by the terms and conditions of Manfredi Catella’s communication on February 19th, 2019. The current best estimate of this contingent liability as of December 31st, 2020, considering what expressed above, is approximately Euro 4.2 million. It should be noted that regarding the death option, considering the existing agreement with the Chief Executive Officer and the reports described above, the Company made a provision of approximately Euro 391 thousand based on the mortality tables prepared by ISTAT, according to IAS 19 provisions. The existing agreement with the Chief Executive Officer also provides that, in the event of Manfredi Catella's termination from the position held in the Company for one of the reasons provided for by the agreement in force and described in the Remuneration Report ("Good Leaver"), the Company is obliged to pay Manfredi Catella by way of compensation for the damage or, in any case, by way of compensation for the termination of the administration relationship, the greater amount between: (a) Euro 5 million and, (b) three times the total annual remuneration (fixed and variable amount). As of today, the Company considers the possibility of one of the Good Leaver hypotheses envisaged in the existing agreement as remote. The best current estimate as of December 31st, 2020 amounts to Euro 5.1 million. 43. Other operating expenses Other operating expenses amounts to Euro 42 thousand (Euro 28 thousand as of December 31st, 2019) mainly include donations made by the Company to the Luigi Sacco hospital, to Fondo di Mutuo Soccorso of the Municipality of Milan and to Buzzi Foundation to deal with the COVID-19 health emergency, which spread to Italy at the end of February 2020. The financial resources related to these donations, amounting to Euro 236 thousand, derive in part from the remuneration waiver by Manfredi Catella as Member of the Board of Directors, amounting to Euro 90 thousand, and the waiver of emoluments by other directors and key managers, amounting to Euro 59 thousand. The cost of the donations was partially offset by the change in decrease of the fair value of the financial instrument allowed to directors and key mangers by the Company, for an amount of Euro 122 thousand. For more details on the parameters used by the independent expert for calculating the value of the financial instrument, see note 63 - Trade and other non-current payables. 44. Net depreciations (in thousands Euro) December 31st, 2020 December 31st, 2019 Amortisations and write-downs of other tangible and intangible assets (162) (139) Allowance for doubtful accounts (129) - Value adjustments of financial assets at fair value - Depreciations of COIMA CORE FUND IV (17,587) (345) Depreciations of COIMA CORE FUND VIII (77) (163) Net depreciations (17,955) (647) The amount of Euro 17,955 thousand mainly refers to the value adjustment of the subsidiaries COIMA CORE FUND IV. This change was made on the impairment test carried out on December 31st, 2020, taking into consideration future cash flows and earnings recorded in previous financial years. 238 ANNUAL REPORT 2020 The analysis was carried out by comparing the fund's net assets as of December 31st, 2020, calculated in accordance with international accounting standards (including unrealized capital gains), with the book value of the investment. The principal assets of COIMA CORE FUND IV are the Deutsche Bank branches portfolio, which were valued at fair value on the evaluation report issued by the independent expert Duff & Phelps REAG, and by cash. The fund's liabilities consist of short-term trade payables. The fair value of the Fund's net assets as of December 31st, 2020 calculated in accordance with international accounting standards, was therefore amounting to Euro 82,025 thousand, while the book value of the investment was Euro 99,612 thousand. The comparison of these two values caused an adjustment of Euro 17,587 thousand. This reduction is essentially due to the repaid of units by the fund amounting to Euro 17,687 thousand, after the sale of 8 Deutsche Bank branches in January 2020, to the adjustment at fair value of the properties and to the distribution of profits made by the Fund during 2020. The depreciation of COIMA CORE FUND VIII, amounting to Euro 77 thousand, was calculated with the same methodology as described above. The decrease is mainly due to the adjustment at fair value of Vodafone property and to the distribution of profits to the parent company, offset with the profit recorded during the year. 45. Net movement in fair value Net movement at fair value of real estate shows a negative value of Euro 1,203 thousand (in face of a positive amount of Euro 4,473 thousand during the previous year) and it refers to the change in value of real estate investments, recorded on the basis of the appraisals prepared by the independent expert CBRE. As regards the parameters used in the valuations, please refer to note 49 – Real estate investments. 46. Income from investments (in thousands Euro) December 31st, 2020 December 31st, 2019 Income from COIMA CORE FUND IV 366 972 Income from COIMA CORE FUND VI 4,654 4,851 Income from COIMA CORE FUND VIII 1,838 - Dividends from COIMA RES SIINQ I 2,642 2,733 Redemption of COIMA CORE FUND IV units 17,687 - Redemption of COIMA CORE FUND VIII units 1,750 800 Income from investments 28,937 9,356 Income from investments amount to Euro 28,937 thousand and refers to income distributed by the Company's subsidiaries and to the reimbursements of units made during 2020. 47. Financial income and expenses Financial income, amounting to Euro 1 thousand (Euro 1 thousand as of December 31st, 2019) mainly refer to interest income on liquidity. Financial expenses, amounting to Euro 3,154 thousand (Euro 4,330 thousand as of December 31st, 2019), mainly include interest expense accrued on existing loans, payment flux of derivatives Interest Rate Swap and the effect of the fair value adjustment of derivative Interest Rate Cap. The decrease of Euro 1,176 thousand is attributable to lower financial charges incurred following the contribution 239 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 of the Vodafone in COIMA CORE FUND VIII loan, made during the first half-year 2019 and to the lower financial exposure of the Company for reimbursements made during the year. 48. Income tax In accordance with the provisions of the SIIQ regulations, the Company calculates income taxes deriving from activities other than exempt operations, using the 24% tax rate. As of December 31st, 2020, non-exempt management produced low taxable income. 49. Real estate investments The changes in real estate investments during 2020 are listed below. Revaluations (in thousands Euro) December 31st, 2019 Capex December 31st, 2020 (write-downs) Monte Rosa 61,100 54 (554) 60,600 Tocqueville 59,600 49 (149) 59,500 Pavilion 73,200 - (500) 72,700 Real estate investments 193,900 103 (1,203) 192,800 The value adjustment of properties refers to appraisals prepared by the independent real estate expert in accordance with the RICS Valuation - Professional Standards and in accordance with applicable law and the recommendations of the ESMA European Securities and Markets Authority. The main parameters used for the evaluation of the investment are shown below. Independent Expected Property Discount rate Conversion rate Cap out rate Years of plan expert inflation rate Monte Rosa 5.40% 7.00% 5.20% 1.07% 8.8 CBRE Valuation Tocqueville 5.50% 7.45% 3.65% 1.07% 6.7 Pavilion 4.50% 7.10% 3.40% 1.07% 15.1 The revaluation of the Monte Rosa property, equal to Euro 554 thousand, was determined by the development and independent expert of the valuation considerations with reference to the period of income guaranteed by the lease contracts in force on the valuation date, as well as the timing to return the property to income. The change is mainly due to an improvement in the rates used by the independent expert net of a worsening of the inflation curve, in line with what emerged in the reference market in 2020. The revaluation of the Tocqueville property, equal to Euro 149 thousand, was determined by the development, by the independent expert, of the valuation considerations with reference to the period of income guaranteed by the lease contracts in force on the valuation date, as well as the expected times for the carrying out of the renovation works and the subsequent return to income of the property at market rents in line with those in place in the Porta Nuova area. The change is mainly due to the worsening of the inflation curve which took place in 2020, partially offset by the approaching collection of the rent when fully contracted. The revaluation in decrease of the Pavilion property of Euro 500 thousand is mainly linked to the reduction in the inflation curve during 2020. 240 ANNUAL REPORT 2020 The following table shows the market values of investment property as of December 31st, 2020 gross and net of transaction costs respectively: Independent expert Investments Gross market value at Net market value at December 31st, 2020 Monte Rosa 62,721 60,600 CBRE Valuation Tocqueville 61,583 59,500 Pavilion 72,245 72,700 50. Other tangible and intangible assets Other tangible assets, amounting to Euro 951 thousand (Euro 1,061 thousand as of December 31st, 2019), mainly include the right of use the spaces used by the Company for office use (so-called right of use), the furniture and furnishings relating to the Company's registered office. The movements in other tangible assets as of December 31st, 2020, are shown below: (in thousands Euro) December 31st, 2019 Increases/(decreases) December 31st, 2020 Furniture and fixtures 71 - 71 Installations 284 - 284 Other tangible assets 7 - 7 Rights of use 852 1 853 Original costs 1,214 1 1,215 Furniture and fixtures (14) (6) (20) Installations (54) (23) (77) Other tangible assets (4) (1) (5) Rights of use (81) (162) Depreciation fund (153) (111) (264) Net book value 1,061 (110) 951 As of today, the Company has a lease agreement in place for the registered office in Piazza Gae Aulenti n.12, whose right of use as of December 31st, 2020 amounts to Euro 691 thousand, net of amortizations. Intangible assets, amounting to Euro 256 thousand (Euro 186 thousand as of December 31st, 2019), refer to (administrative and accounting) software in implementation. The increased by Euro 70 thousand compared to last year due to the development of implementation activities carried out during the period. 241 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 51. Investments in subsidiaries The table below shows the movements in subsidiaries as of December 31st, 2020. (in thousands Euro) December 31st, 2019 Revaluations / (write- December 31st, 2020 downs) COIMA CORE FUND IV 99,612 (17,587) 82,025 COIMA CORE FUND VI 114,622 - 114,622 COIMA RES SIINQ I 27,750 - 27,750 COIMA CORE FUND VIII 43,466 (77) 43,389 Investments in subsidiaries 285,450 (17,664) 267,786 The write downs, amounting to Euro 17,664 thousand, are due to the impairment test carried out in order to align the book value of the equity investments with the share of shareholders' equity of the entities at the same date. For further details related to COIMA CORE FUND IV write-down, please refer to paragraph 44 - Net depreciations. The following are the main data relating to subsidiaries, calculated in accordance with the IAS / IFRS international accounting standards: Capital stock as of Total asset as of Shareholders ‘equity (in thousands Euro) % owned December 31st, as of December 31st, December 31st, 2020 (*) 2020 COIMA CORE FUND IV 100.0% 80,458 84,421 82,025 COIMA CORE FUND VI 88.2% 115,777 202,883 149,319 COIMA RES SIINQ I 100.0% 250 47,888 27,881 COIMA CORE FUND VIII 50.0% 82,000 217,728 86,777 * The amounts include 2020 results and unrealised capital gains. 52. Investments in associated companies The item investments in associated companies includes the investment in the Porta Nuova Bonnet Fund, described below, and the investments in Infrastrutture Garibaldi Repubblica and Porta Nuova Garibaldi Consortium. (in thousands Euro) December 31st, 2019 Increase December 31st, 2020 Porta Nuova Bonnet 19,517 5,214 24,731 Other associated companies 1 - 1 Investments in associated companies 19,518 5,214 24,732 The column increase mainly refers to the amounts paid by the Company during the year in view of the capex to be incurred for the development of the Corso Como Place project. 242 ANNUAL REPORT 2020 53. Financial receivables The items, equal to Euro 1,190 thousand for the long-term amount and Euro 491 thousand for the short term, relate to residual receivables from COIMA CORE FUND VIII for the transfer of almost all the financial costs incurred in the refinancing transaction of the Vodafone real estate complex. The receivables originally amount to Euro 2,476 thousand and will be collected in ten payment tranches within December 31st, 2023. 54. Derivatives Derivatives, amounting to Euro 6 thousand (Euro 34 thousand as of December 31st, 2019), relates to the four Interest Rate Cap derivative agreements entered into to hedge the cash flows relating to the mortgage financing of the Deutsche Bank branch portfolio. The decrease of Euro 28 thousand compared to December 31st, 2019 is mainly due to the partial closure of the derivative, in order to align the notional to the nominal value of the loans, reduced following the repayments made, and to the change in fair value of the residual derivative contracts. In accordance with IFRS 9, the fair value of derivatives has been separated into two components: the intrinsic value (intrinsic value), equal to the actual value of the derivative in the case of immediate exercise, and the time value (time value), i.e., how much a buyer would be willing to pay over the intrinsic value. The Company booked the change in fair value relating to the time effect of the derivatives to equity, amounting to Euro 28 thousand (net of the deferral with effect on the income statement, amounting to Euro 138 thousand) and to cash flow hedge reserve their intrinsic component, which at the closure date of the fiscal year ha a null amount. The hedging strategy adopted by the Company is to set an upper limit to the cost of financing, for the part covered. The Company has accounted for hedging transactions based on hedging accounting, verifying their effectiveness. In order to test the effectiveness of existing derivatives, the hedged item was identified, at the start date of the hedge, with a hypothetical derivative ("hypothetical derivative"). This derivative must perfectly cover the risks caused by the exposure both in terms of the underlying and in contractual terms (notional, indexing, etc.). Finally, the hypothetical stipulation must take place at market conditions on the date the hedging relationship was established. The changes in fair value have been recognized in the valuation reserve, net of what is recorded in the income statement in the event of ineffectiveness The fair value measurements of the derivatives also took account of any adjustments to be made as a result of the deterioration of one of the banking counterparties or of the Company itself, also taking account of any guarantees given by the Company to the Banks. 243 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 55. Trade and other current receivables The breakdown of trade and other current receivables as of December 31st, 2020 are given below: (in thousands Euro) December 31st, 2020 December 31st, 2019 Receivables from tenants 4,046 2,911 Receivables from subsidiaries 4,467 5,531 Trade receivables 8,513 8,442 Tax receivables 19 1,679 Prepayments and accrued income 256 280 Other current activities 728 141 Other current receivables 1,003 2,100 Trade and other current receivables 9,516 10,542 Receivables from tenants show an increase of Euro 1,135 thousand mainly due to the anticipated invoicing in December of some rents related to the first quarter 2021, amounting to Euro 1,152 thousand. The remaining part of the receivables from tenants is mainly referred to the effects of the normalisation of rents (recorded in accordance with IFRS 16) for Euro 2,433 thousand, invoices to be issued for Euro 317 thousand and outstanding receivables for Euro 144 thousand. As of December 31st, 2020, trade receivables are exposed as net of eventually write-offs related to uncollectible amounts or collections that are deemed unrealizable. Receivables from subsidiaries include receivables for income resolved by funds, in particular Euro 3,967 thousand from COIMA CORE FUND VI and Euro 500 thousand from COIMA CORE FUND VIII. Tax receivables shows a decrease of Euro 1,660 thousand compared to the previous year due to the offsetting of the receivable with other taxes and duties. Accrued income and prepaid expenses mainly include registration taxes, insurance and other costs already incurred for the following year. 56. Cash and cash equivalents Cash and cash equivalents, amounting to Euro 10,648 thousand, are held at the following institutions: (in thousands Euro) December 31st, 2020 December 31st, 2019 Banco BPM 1,285 449 Unicredit 1,586 7,252 Intesa San Paolo 1,593 3,308 Banca Passadore 3,565 1,457 UBI 2,619 - Cash 0 1 Cash and cash equivalents 10,648 12,467 At Banco BPM, Banca Passadore and UBI the Company holds its liquidity available for ordinary management. 244 ANNUAL REPORT 2020 The amounts deposited with Unicredit and Intesa Sanpaolo include five current accounts and two unpledged accounts called distribution accounts, opened as a result of the stipulation of the loan agreements which will be discussed below. The unpaid accounts include the amounts that are available to the Company following the quarterly review of the financial covenants. 57. Shareholders’ equity Shareholders' equity as of December 31st, 2020 amounted to Euro 402,769 thousand (Euro 402,293 thousand as of December 31st, 2019) and is composed as shown in the table in the financial statements. The share capital consists of 36,106,558 ordinary shares with no par value. The legal reserve represents the portion of profits which, in accordance with Article 2430 of the Italian Civil Code, cannot be distributed as a dividend. The valuation reserve, negative for an amount of Euro 1,428 thousand (negative for Euro 1,677 thousand as of December 31st, 2019), relates to the change in the fair value of derivative agreements entered into to hedge the cash flows of the existing loan. The interim dividend of Euro 3,611 thousand refers to the 2020 interim dividend of Euro 0.10 for each share in circulation on the ex-coupon date, approved on November 5th, 2020 by the Board of Directors pursuant to Article 2433-bis, paragraph 5, of the Italian Civil Code and paid on November 18th, 2020 with the ex-coupon date set for November 16th, 2020. The table below shows the availability and distribution of the equity reserves as of December 31st, 2020: Amount used in the three Possibility to Available previous years (in thousands Euro) Amount (*) Dividends use amount To cover For other losses reason Capital stock 14,482 Share premium reserve 336,273 A, B, C 336,273 Legal reserve 2,896 B 2,896 Interim dividend 2020 (3,611) Valuation reserve (1,428) Other reserves 36,049 (7,221) Profit / (loss) carried forward 7,175 A, B, C 7,175 Profit / (loss) for the year 10,933 Total shareholders' equity 402,769 346,344 (10,832) Amount unavailable for distribution 2,896 Amount available for distribution 343,448 ) A for capital increase; B to cover losses; C for distribution 245 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 58. Bank borrowings and other lenders The table below shows the detail of bank borrowings as of December 31st, 2020 and its transactions during the year. December 31st, Amortized costs / December 31st, (in thousands Euro) Reimbursements 2019 others 2020 Deutsche Bank borrowing 31,068 191 (718) 30,541 Monte Rosa – Tocqueville borrowing 41,400 213 (956) 40,657 Pavilion borrowing 26,664 96 - 26,760 Non-current bank borrowings 99,132 500 (1,674) 97,958 Deutsche Bank borrowing 6,877 - (6,877) - Monte Rosa – Tocqueville borrowing 9,175 (26) (9,149) - Pavilion borrowing 88 (88) - Current bank borrowings 16,140 (114) (16,026) - Bank borrowings 115,272 386 (17,700) 97,958 During the year, the Company had reimbursed part of the existing borrowings for Euro 17,700 thousand (of which Euro 10,105 thousand related to Tocqueville and Monte Rosa real estate borrowings and Euro 7,595 thousand related to Deutsche Bank borrowing). This reimbursement was made by using the liquidity deriving from the sale of its relative branches. On October 27th, 2020, the Company signed a Revolving Credit Facility (“RCF”) with Banco BPM S.p.A. bank group amounting to Euro 10 million with expiration date 18 months. As of December 31st, 2020, the Company has no financial exposition in this institute. The financial covenants are checked by the Company every quarter and/or half year, as required by the existing contracts. The covenant as of December 31st, 2020 are shown below: Test results as of Investments Covenant Limits December 31st, 2020 Deutsche Bank branches LTV Consolidated <60% 42.6% Monte Rosa ICR Portfolio >1,8x 4.7x Tocqueville ICR/DSCR Consolidated >1,4x 4.6x Pavilion LTV Portfolio <65% 36.8% The above indicators confirm that the covenants set out in the loan agreement have been maintained. 59. Non-current financial liabilities This item, amounting to Euro 704 thousand (Euro 779 thousand as of December 31st, 2019), in accordance with the international accounting standard IFRS 16, includes the liability in respect of the payment of lease rents relating to existing lease agreements. The liability is equal to the present value of the future cash flows expected for the contractual duration. For more details in this regard, see paragraph 50 - Other tangible and intangible fixed assets. 246 ANNUAL REPORT 2020 60. Payables for post-employment benefits The balance of the Employee Severance Indemnity (TFR), equal to Euro 100 thousand (Euro 71 thousand as of December 31st, 2019), concerns the debt relating to four employees of the Company. 61. Provisions for risks and charges This amount, equal to Euro 391 thousand (Euro 373 thousand as of December 31st, 2019), refers to the payment to cover the risks relating to the contracts in place with the CEO. For further information, please read the personnel costs details described in paragraph 42 – G&A expenses. 62. Derivatives The derivative financial instruments classified in liabilities, equal to Euro 1,531 thousand (Euro 1,747 thousand balance as of December 31st, 2019), refer to Interest Rate Swaps subscribed to cover the financial flows relating to Monte Rosa, Tocqueville and Pavilion. The decrease amounting to Euro 216 thousand compared to December 31st, 2019 is mainly attributable to the partial closure of derivatives in order to align the notional to the nominal value of the loans, reduced following the repayments made, and to the change in fair value of the residual derivative contracts. This transaction has led to closure costs amounting to Euro 252 thousand, recorded in the item financial charges. The Interest Rate Swap agreement is stipulated in order to cover the Euribor and its changes by paying a fixed amount that represents the total cost of the collection for the entire duration of the swap agreements. The hedging strategy adopted by the Company is to be an upper limit on the cost of financing for the part covered. The Company recorded hedging transactions based on hedging accounting verifying the effectiveness of the same. In order to test the effectiveness of derivatives, the hedged item is identified at the time of hedging, with a hypothetical derivative. This derivative must perfectly cover the risks caused by exposure in contractual and underlying terms (notional. indexing. etc.). Finally, the hypothetical signing must take place under market conditions at the start of the hedging relationship. The valuation of derivatives at fair value considered some potential adjustments to be made as a result of the deterioration of the bank counterparties or of the Company itself, also taking into consideration any guarantees given by the Company to the Banks. 63. Trade and other non-current liabilities Trade and other non-current payables mainly include the fair value of the financial instrument classified in the non- current liabilities, granted to the CEO and key managers. As of December 31st, 2020, the instrument was revalued at Euro 876 thousand (Euro 998 thousand as of December 31st, 2019) based on the evaluation report specifically prepared by an external consultant. The appraiser expressed his opinion on the fair market value of the equity instrument issued by the Company in favour of certain managers on the basis of the instrument's settlement, based on the fact that the Company is listed and on the expected cash flows in three different scenarios (base, downside and upside). The valuation was carried out in application of the financial criterion. It estimates the value of an asset as the sum of expected cash flows, discounted at a rate that expresses the systematic risk of the investment. The valuation model has been set up as follows: § the reference date was December 31st, 2020; § the estimate was made by assuming the expected annual cash flows from the Promote Fee over the period 2021-2030. Average-weighted cash flows were considered in three separate scenarios (base, downside and 247 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 upside). For estimating the expected cash flows, the flows of the three scenarios were weighted respectively by 33.33% each; § for estimating the annual cash flows of the holders of the instrument, the average-weighted annual flows deriving from the Promote Fee were 60%. This is in line with what is provided for in the instrument regulations; § the average-weighted cash flows of the holders of the instrument have been discounted, as of December 31st, 2020, at a discount rate expressing the average return expected on investments having a risk profile comparable to that of the investment in the instrument. This discount rate, equal to 4.0%, was quantified by the consultant according to the CAPM ("Capital Asset Pricing Model") approach and is equal to the cost of the Company's own capital, expressing the systematic (non-diversifiable) risk associated with the business activities from which cash flows depend, in the last instance, those of the instrument. The discount rate was estimated by the consultant assuming the following parameters: § risk-free rate of 0.34%. This figure is equal to the historical average of the returns (without considering taxes) as of December 31st, 2020, of the Italian public debt securities with a residual maturity of 8 years; § Beta coefficient of 0.60. In details, the Beta coefficient was determined: (i) assuming the average unlevered Beta (0.46) of a panel company carrying out activities comparable to those of COIMA RES; (ii) re-levering such Beta (using i.e. “Hamada” formula) in order to consider the target financial structure of COIMA RES (i.e. ratio net funding position / equity amounted to 40%); § ERP of 6.12%. This figure corresponds to most recent measure of forward looking ERP compared to the estimate date, deducted from empirical observations of the market (source: NYU Stern School of Business). 64. Trade and other current liabilities The breakdown of trade payables and other current payables is given in the table below. (in thousands Euro) December 31st, 2020 December 31st, 2019 Account payables 823 1,479 Invoices to be received 1,349 1,435 Trade payables 2,172 2,914 Personnel payables 308 261 Security provider payables 85 70 Tax payables 183 36 Other payables 33 45 Accruals and deferred income 1,098 288 Other liabilities 1,707 700 Trade and other current liabilities 3,879 3,614 Account payables mainly consist of payables for asset management services provided during the year amounting to Euro 539 thousand. The remaining part of the payables is referred to consulting and development activities carried out during the fourth quarter 2020. Invoices to be received mainly consist of the fee for the third and fourth quarter of the asset management agreement with COIMA SGR, pro-forma invoices received from the Company's consultants for legal, tax and administrative advice and marketing and communication expenses. Deferred income refers to the advance collection of lease payments relating to the year 2021. The other amounts in this item mainly refer to payables for bonus, vacation and additional monthly payments (Euro 248 ANNUAL REPORT 2020 308 thousand), payables related to social security contributions and pension funds (Euro 85 thousand), VAT payables and withholding to be paid (Euro 183 thousand), payables to collaborator (Euro 13 thousand) and payables for approved dividends (Euro 20 thousand). 65. Information on transfers of financial asset portfolios The Company has not made any transfers between financial asset portfolios in 2020. 66. Information on fair value IFRS 13 provides that: § non-financial assets must be measured using the “highest and best use” method i.e. considering the best use of the assets from the perspective of market participants; § liabilities (financial and non-financial) and equity instruments (i.e. shares issued as consideration in a business combination) must be transferred to a market participant as at the measurement date. In the process of measuring the fair value of a liability it is necessary to identify the risk of default of the counterparty, which also includes credit risk. The general rules for preparing fair value measurement techniques should be adjusted based on the circumstances, configured in order to maximise observable inputs and established pursuant to the measurement method used (multiples method, income method and cost method): 1) adjusted based on the circumstances: measurement techniques must be applied consistently over time unless there are more representative alternative techniques for the measurement of fair value, 2) maximise the observable inputs: inputs are divided into observable and unobservable, providing various examples of markets from which fair values can be calculated, 3) measurement techniques of fair value are classified in three hierarchical levels according to the type of input used: § level 1: inputs are quoted prices in active markets for identical assets or liabilities. In this case the prices are used without any adjustments. § level 2: inputs are quoted prices or other information (interest rates, observable yield curves, credit spreads) for similar assets and liabilities in active and inactive markets. For this case price adjustments can be made based on specific factors of the assets and liabilities. § level 3: in this case inputs are not observable. The standard provides that it is possible to use the latter technique only in this case. Inputs for this level include, for example, long-term currency swaps, interest rate swap, decommissioning liabilities undertaken in a business combination, etc. The arrangement of these levels follows a priority hierarchy: attributing the maximum importance to level 1 and minimum for level 3. IFRS 13 provides that three different measurement methods can be used for the measurement of fair value: § the market approach method is based on prices and other important information for market transactions involving identical or comparable assets and liabilities. The models used are the multiples method and the matrix price method; § the income approach is achieved from the discounted sum of future amounts that will be generated by the asset. This method allows to obtain a fair value that reflects the current market expectation of such future amounts; § the cost method reflects the amount that would be required as at the measurement date to substitute the capability of the service of the asset subject to measurement, Fair value will be equal to the cost that a market participant would incur to acquire or build an asset of rectified comparable use (taking into consideration the level of obsolescence of the asset in question), This method can be used only when the other methods cannot be used. 249 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 Measurement techniques are applied consistently over time unless there are alternative techniques that allow a more representative measurement of fair value, In the selection of measurement techniques, the assumptions used for the determination of the assets or liabilities are particularly important. The comparison between the book value and the fair value of the Company's assets and liabilities as of December 31st, 2020 compared to December 31st, 2019 is given below. December 31st, 2020 December 31st, 2019 (in thousands Euro) Net book value Fair Value Net book value Fair Value Real estate investments 192,800 193,900 Other tangible assets 951 1,061 Other intangible assets 256 186 Investments in subsidiaries 267,786 285,450 Investments in associated companies 24,732 19,518 Derivatives 6 34 Long term financial assets 1,190 1,651 Trade and other current receivables 10,006 11,033 Cash and cash equivalents 10,648 12,467 Assets 508,375 525,300 Non-current bank borrowings 97,958 98,059 99,131 99,073 Current bank borrowings - 16,140 16,355 Non-current financial liabilities 704 779 Other liabilities 4,537 4,212 Derivatives 1,531 1,747 Financial instruments 876 998 Liabilities 105,606 105,707 123,007 123,164 The Company does not own capital instruments valued at cost. 250 ANNUAL REPORT 2020 The summary table below shows the hierarchy in the measurement of the fair value as of December 31st, 2020 and 2019. December 31st, 2020 (in thousands Euro) Quoted prices in Observable inputs Unobservable inputs Total amount active markets (Level 1) (Level 2) (Level 3) Real estate investments 192,800 - 192,800 Other tangible assets 951 - 951 Other intangible assets 256 - 256 Investments in subsidiaries 267,786 - 267,786 Investments in associated companies 24,732 - 24,732 Derivatives 6 - 6 - Non-current financial assets 1,190 - 1,190 Trade and other current receivables 10,006 - 10,006 Cash and cash equivalents 10,648 - 10,648 Assets 508,375 - 6 508,369 Non-current bank borrowings 98,059 - 98,059 - Non-current financial liabilities 704 - 704 Other liabilities 4,537 - 4,537 Derivatives 1,531 - 1,531 - Financial instruments 876 - 876 Liabilities 105,707 - 99,590 6,117 December 31st, 2019 (in thousands Euro) Quoted prices in Observable inputs Unobservable inputs Total amount active markets (Level 2) (Level 3) (Level 1) Real estate investments 193,900 - 193,900 Other tangible assets 1,061 - 1,061 Other intangible assets 186 - 186 Investments in subsidiaries 285,450 - 285,450 Investments in associated companies 19,518 - 19,518 Derivatives 34 - 34 - Non-current financial assets 1,651 - 1,651 Trade and other current receivables 11,033 - 11,033 Cash and cash equivalents 12,467 - 12,467 Assets 525,300 - 34 525,266 Non-current bank borrowings 99,073 - 99,073 - Current bank borrowings 16,355 - 16,242 113 Other borrowings 779 - 779 Other liabilities 4,212 - 4,212 Derivatives 1,747 - 1,747 - Financial instruments 998 - 998 Liabilities 123,164 - 117,062 6,102 251 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 67. Risks, guarantees and commitments The risks which the Company is subject to and the relative mitigation are reported in the Chapter 3 “Governance” - Guarantees and commitments With regard to the loans contracted by the parent company COIMA RES, the following security packages have been agreed with the lending banks. As for the loan related to Deutsche Bank portfolio: § first mortgage of Euro 298,550 thousand; § pledge on the COIMA CORE FUND IV units; § pledge on operating bank accounts linked to the loan agreement As for the loan related to Monte Rosa and Tocqueville: § first mortgage of Euro 140,000 thousand; § pledge on the COIMA CORE FUND IV units; § pledge on operating bank accounts linked to the loan agreement; § disposal of receivables related to rents, insurance claims and any other receivables arising from disputes against consultants engaged for the due diligence on the property. As for the loan related to Pavilion: § first mortgage of Euro 63,000 thousand; § pledge on operating bank accounts linked to the loan agreement; § disposal of receivables related to rents, insurance claims and any other receivables arising from disputes against consultants engaged for the due diligence on the property. As for the lease agreement signed on July 21st, 2017, with COIMA RES and Porta Nuova Garibaldi, managed by COIMA SGR S.p.A., the Company has granted a guarantee to the landlord amounting to approx. Euro 25 thousand. The Company has a commitment of Euro 25,000 thousand to the Porta Nuova Bonnet Fund, almost totally paid at the date of December 31st, 2020 with residual Euro 269 thousand to be claimed. On June 11th, 2020 COIMA RES signed a binding agreement for the acquisition of a stake between the 10% and the 25% in the Porta Nuova Gioia real estate fund, manged by COIMA SGR, owner of the building under renovation called Gioia 22, located in Milan, in Via Melchiorre Gioia 22. The closing of the transaction is expected within the end of 2021 or at the beginning of 2022 and it is subordinated to the occurrence of some precedent conditions, among which the achievement of the 75% of the real estate occupancy. The stake that will be acquired by COIMA RES in the Porta Nuova Gioia real estate fund will be determined by the Company, at its discretion, within the interval, near the closing. At the date, the estimated purchase price is between Euro 22 million and Euro 56 million. 252 ANNUAL REPORT 2020 68. Related party transactions Related party transactions are listed below: (in thousands Euro) Receivables Liabilities Income Costs COIMA SGR S.p.A. - 409 - 850 COIMA S.r.l. - 86 - 177 COIMA CORE FUND IV - 18,053 17,587 COIMA CORE FUND VI 3,968 - 4,654 - COIMA CORE FUND VIII 2,181 11 3,588 77 COIMA RES S.p.A. SIINQ I - 2,642 - Infrastrutture Garibaldi - 1 - 5 Porta Nuova Garibaldi consortium - 51 - 174 Lorenteggio Village consortium 99 - Porta Nuova Garibaldi fund 690 760 - 116 Riccardo Catella foundation - 12 - 8 Senior managers - 51 - 228 Directors - 1,268 - 465 Board of Statutory Auditors - 109 - 109 Others - 13 - 113 Also note that the Company has signed the following service agreements with related parties in line with market standards: § Asset Management Agreement with COIMA SGR S.p.A.; § Agreement with COIMA S.r.l. for the supply, by the latter, of development and project management services, as well as property and facility management services; § Lease agreement related to the new headquarter of the Company signed on July 21st, 2017, with Porta Nuova Garibaldi Fund, managed by COIMA SGR S.p.A.. Asset Management Agreement As of March 19th, 2020, Board of Directors approved the changes made to the Asset Management Agreement with COIMA SGR, summarized below: § reduction of management fee to: (i) 80 bps in face of 110 bps previously provide, up to an amount of the total net value of the real estate assets amounting to 1 billion; (ii) to 60 bps in face of the 85 bps, in addition to Euro 1 billion and (iii) up to 1.5 billion and 55 bps in face of 50 bps in addition to Euro 1.5 billion; § extension of the deadline until January 1st, 2025, which will be renewed for a further five years, unless cancelled by one of the parties to be communicated to the other with a notice of at least 12 months, for the period from January 1st, 2020 to January 1st, 2025 ("First Period") and the subsequent five-year period ("Second Period"), or at least 18 months, as regards the five-year periods subsequent to the First Period and the Second Period; § elimination of the termination penalty in the event of withdrawal by the Company starting from the expiry of the Second Period (i.e., starting from January 1st, 2030) and on condition that the withdrawal is communicated by the Company with 18 months' notice, with simultaneous termination of the exclusivity clause starting from the receipt of the notice of withdrawal; § insertion of a cap amounting to Euro 110,000 beyond which the fixed annual remuneration of the Company's Chief Executive Officer cannot be deducted from the asset management fee due to Coima SGR; 253 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 § modification of the clause relating to the confidentiality obligations in order to introduce an explicit reference to the rules on market abuse, as well as the clause relating to compliance with the so-called 231 Model adopted by the Company. Property and Development Management Agreement During the month of December 2020, the Company, as required by the master agreement with COIMA S.r.l., completed the annual review of the economic conditions of the property and development management agreement. This process involved only the modification of the contractual duration of the master agreement, which was aligned with the expiry of the Asset Management contract in place with COIMA SGR, i.e., January 1st, 2025. Publication of audit fees pursuant to art. 149-duodecues of Consob Regulation No. 11971 of 14 May 1999 We report in this table a detail of the fees paid to the auditing company which has been assigned the audit assignment pursuant to Legislative Decree 39 of January 27th, 2010, and to the entities in the network to which the auditing company belongs: (in thousands Euro) Object Audit firm Remunerations Legal review (*) COIMA RES S.p.A. SIIQ EY S.p.A. 188 Review of sustainability report COIMA RES S.p.A. SIIQ EY S.p.A. 16 Total amount 204 (*) These fees refer to the statutory audit of the consolidated financial statements, the separate financial statements and the half-year consolidated financial statements of COIMA RES SIIQ and to the limited audit of the accounting prospectus as of September 30th, 2020, aimed at issuing the opinion for the distribution of the interim dividends. of COIMA RES SIIQ pursuant to article 2433 bis of the Civil Code. The amount includes the remunerations (expenses included) of Euro 177 thousand and the CONSOB contribution, estimated by the Company of Euro 11 thousand. 254 ANNUAL REPORT 2020 CERTIFICATION BY THE CEO AND BY THE MANAGING DIRECTOR RESPONSIBLE FOR THE PREPARATION OF THE CORPORATE ACCOUNTING DOCUMENTS RELATING TO THE FINANCIAL STATEMENTS AT DECEMBER 31ST, 2020 pursuant to Article 154-bis, para. 5, of Legislative Decree no. 58 of February 24th, 1998 and Article 81-ter of Consob Regulation no. 11971 of May 14th, 1999 1) We, the undersigned, Manfredi Catella, as Chief Executive Officer, and Fulvio Di Gilio, as Manager responsible for preparing the financial reports of COIMA RES S.p.A. SIIQ, having also considered the provisions of art, 154-bis, paragraphs 3 and 4, of the Legislative Decree No. 58 of February 24th, 1998, hereby certify: § the adequacy, regarding the nature of the Company; and § the effective application of the administrative and accounting procedures adopted in preparing the financial statements, 2) In this regard, we also note that: § the adequacy of the administrative and accounting procedures adopted in preparing the financial statements has been verified by means of the evaluation of the internal control system on the financial information, § no material aspects have been detected from the evaluation of the internal control system on the financial information, 3) We also certify that: The financial statements: § have been prepared in accordance with the international financial reporting standards recognized in the European Union under the EC Regulation 1606/2002 of the European Parliament and of the Council of July 19th, 2002; § are consistent with the entries in the accounting books and records; § can provide a true and fair representation of the assets and liabilities, profits and losses and financial position of the issuer, The report on operations provides a reliable analysis of performance and results of operations, and the company's situation, as well as a description of the main risks and uncertainties which the company is exposed, The report on operations also includes a reliable analysis on the information regarding the relevant transactions with related parties, Milan, February 25th, 2021 Chief Executive Officer Manager responsible for preparing the Company’s financial reports _____________________ ________________________ Manfredi Catella Fulvio Di Gilio 255 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 INDEPENDENT AUDITORS’ REPORT EY S.p.A. Tel: +39 02 722121 Via Meravigli, 12 Fax: +39 02 722122037 20123 Milano ey.com Independent auditor’s report pursuant to article 14 of Legislative Decree n. 39, dated 27 January 2010 and article 10 of EU Regulation n. 537/ 2014 (Translation from the original Italian text) To the Shareholders of Coima Res S.p.A. SIIQ Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Coima Res S.p.A. SIIQ (the Company), which comprise the statement of financial position as at 31 December 2020, and the statement of profit/(loss) for the year, the other comprehensive income statement, the statement of changes in shareholder’s equity and the cash flows statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the financial statements give a true and fair view of the financial position of the Company as at 31 December 2020, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with the regulations issued for implementing art. 9 of Legislative Decree n. 38/2005. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the regulations and standards on ethics and independence applicable to audits of financial statements under Italian Laws. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. EY S.p.A. Sede Legale: Via Lombardia, 31 - 00187 Roma Capitale Sociale Euro 2.525.000,00 i.v. Iscritta alla S.O. del Registro delle Imprese presso la C.C.I.A.A. di Roma Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. 250904 P.IVA 00891231003 Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998 Iscritta all’Albo Speciale delle società di revisione Consob al progressivo n. 2 delibera n.10831 del 16/7/1997 A member firm of Ernst & Young Global Limited 256 ANNUAL REPORT 2020 We identified the following key audit matter: Key Audit Matter Audit Response Valuation of real estate portfolio Investment properties are stated at fair Our audit procedures in response to this key value in accordance with International audit matter relate to, amongst others, the Financial Reporting Standards IAS 40 analysis of the company’s procedure related to Investment properties, recognizing the the selection of the independent expert effects of changes of fair values in the appointed in order to prepare a fair value income statement. estimate, the tracing of these amounts with the Management has estimated fair value based balance sheet figures, the critical review and on the reports prepared by independent discussion with Group Management and experts. independent experts of the main market The fair value estimate involves the use of assumptions and, also with the support of our fair value models which require forecasting real estate experts, detail testing of the reports future costs and revenues of each property prepared by the independent experts. and the use of assumptions about the occupancy rate of properties, the markets trends of real estate and financial markets, Finally, we have examined the disclosures also considering the effects of the current provided in the notes to the financial Covid-19 pandemic, as well as the general statements. economic conditions that affect the rent and the reliability of the tenants. We considered that this item represents a key audit matter, due to the relevance of the investment properties stated at fair value and changes in fair value over the accounting periods, the judgment required by Management in assessing the above mentioned assumptions used in the fair value models, as well as the effects on the Company’s and Group’s key performance indicators, especially the Net Asset Value. The paragraph ”Main balance sheet items” of the notes to the financial statements, describes the process adopted to select the independent experts and the fair value models. 2 257 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 Responsibilities of Directors and Those Charged with Governance for the Financial The Directors are responsible for the preparation of the financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and with the regulations issued for implementing art. 9 of Legislative Decree n. 38/2005, and, within the terms provided by the law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Directors are responsible for assessing the Company’s ability to continue as a going concern and, when preparing the financial statements, for the appropriateness of the going concern assumption, and for appropriate disclosure thereof. The Directors prepare the financial statements on a going concern basis unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. The statutory audit committee (“Collegio Sindacale”) is responsible, within the terms provided by the law, for overseeing the Company’s financial reporting process. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing (ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with International Standards on Auditing (ISA Italia), we have exercised professional judgment and maintained professional skepticism throughout the audit. In addition: we have identified and assessed the risks of material misstatement of the financial whether due to fraud or error, designed and performed audit procedures responsive to those risks, and obtained 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; we have obtained 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; we have evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors; we have concluded on the appropriateness of Directors’ 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 consider this matter in forming 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 3 258 ANNUAL REPORT 2020 concern; we have evaluated the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We have communicated with those charged with governance, identified at an appropriate level as required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We have provided those charged with governance with a statement that we have complied with the ethical and independence requirements applicable in Italy, and we have communicated with them all matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we have determined those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We have described these matters in our auditor’s report. as well as the Management Report, exercising the functions entrusted to us pursuant to art. 19 of the Legislative Decree 39/10 . Our participation in Board of Directors’ meetings, the meetings with Control Functions and with the manager of various business Functions, as well as the examination of information flows provided by the same Functions, have enable to us to obtain, in different segments, necessary and useful information on the general business performance and on the outlook for operations, organization and internal control system, risk management, and accounting system in order to evaluate its suitability compared to business needs and operational reliability . Thanks to the meeting with the internal control functions, we have received adequate information on the internal control system and risk management. The contacts with the Manager responsible for preparing Company’s financial reports allowed a feedback on the activities carried out to verify the adequacy and effectiveness of the control procedures relating to the administrative and accounting system, on which it is confirmed that no such critical issues have emerged to be brought to the attention of the Board of Directors . As for the ways in which institutional tasks assigned were carried out to the Board of Auditors, we inform you and give you act: – to have acquired necessary knowledge to carry out audit activities for aspects of its competence, on the adequacy of the Company’s organizational structure, including links with subsidiaries, through direct surveys, information gathering by managers of the Functions 5 265 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 concerned, exchanges of data and information with auditing firm ; – to have supervised the operation of internal control and accounts administration system, to evaluate the adequacy to business needs, as well as its reliability in providing an accurate picture of Company operations, through direct surveys on business records, obtaining information by managers of the Functions concerned, analysis of the results of the work carried out by the auditing firm . The implications deriving from the Covid-19 epidemic - The impact on the organizational structure and the disclosure provided in the financial The year 2020 was characterized, as known, by a situation of deep uncertainty in relation to the imposition and development, in different phases, of the Covid-19 pandemic. The indications and government measures issued throughout the year, in declaring a state of emergency, have imposed particularly stringent measures to limit the spread of the pandemic throughout the country, such as situations of total or partial lockdown. In relation to the implications deriving from the serious pandemic emergency from Covid-19, the Board of Statutory Auditors was able to take note of the following: i) The impact on the organizational structure . While respecting the special legislation, the Company's activity has not stopped and is normally continued in ways that have favoured the performance of the various activities "remotely". The activities of the Board of Statutory Auditors also continued in these ways, through the acquisition of data and information in electronic format and the holding of its meetings via video / audio conference. Taking into account the degree of reliability that the 6 266 ANNUAL REPORT 2020 Company has demonstrated to possess during the year, with regard to having to ensure the proper conduct of meetings and an adequate system for transmitting information flows, the Board of Statutory Auditors believes that the adoption of these methods has not diminished or impaired the degree of reliability of the information received and the effectiveness of both its activity and, overall, the activity of the Board of Directors and of the entire structure. ii) The information provided in the financial statements. With the “Recall of attention n. 1/21 of 16-2-2021"Consob recommended how, when preparing the 2020 financial statements, issuers must consider the provisions of the ESMA document on common European supervisory priorities 2020 as of October 28th, 2020 (“European common enforcement priorities for 2020 annual reports”). In this document, in light of the consequences of the COVID-19 pandemic, the thematic areas of particular importance are highlighted, especially in relation to the critical issues related to the existence of the going concern assumption, the causes of uncertainty on accounting estimates, as well as to the representation of the items impacted by COVID-19, with consequent specific reflections on the methods of application of the accounting principles established on the subject of valuation of tangible and intangible assets, as well as the assessment of risks associated with financial assets and liabilities, with particular attention to the risk of liquidity and the measurement of expected credit losses. It is also recommended to pay particular attention to the planning process taking into account the possible impacts on the objectives and business risks deriving from the pandemic, providing information in management reports. 7 267 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 With regard to these aspects, the Board of Statutory Auditors maintained constant dialogue with management and in particular with the administrative body in charge of drafting the financial statements, intensifying, on this point, its dialogue with the auditors. The Board of Statutory Auditors was also able to ascertain that, during the year, the Board of Directors constantly examined the performance of its business model in the light of the pandemic in progress and its possible effects, finding that they did not occur over the year, significant impacts on financial results. The composition of its portfolio, characterized by high quality properties and with diversified tenants and mainly consisting of multinational companies of high reputational standing, has, in fact, allowed to Coima RES to maintain its solidity unchanged with rental income levels in line with the previous year . Finally, the Board of Statutory Auditors noted that the Company has made adequate disclosure in the financial statements on the various aspects and main items in the financial statements, the assessments of which could have been influenced by factors linked to the pandemic and the risks connected to it. § § § In compliance with the recommendations provided by Consob regarding the contents of the Board of Statutory Auditors' Report, we report the following: 1. Considerations on the events and transactions carried out by the Company that had significant impact on assets, financing and operating result, and their compliance with By-laws and regulations 8 268 ANNUAL REPORT 2020 The Separate Financial Statement of COIMA RES S.p.A. SIIQ for the year 2020 recorded a profit of Euro 10,933,612, whose formation is described in detail by the Board of Directors in its report, to which we refer you . In particular, among the significant events of the year and in relation to their relevance, as set out in the directors' report, the Board of Statutory Auditors reports the following. a) Investment and disinvestment transactions - As of June 11th, 2020 COIMA RES has concluded a binding agreement for the purchase of a stake between 10% and 25% in the Porta Nuova Gioia real estate fund, managed by COIMA SGR, owner of the building under renovation called Gioia 22, located in Milan, in Via Melchiorre Gioia 22. The closing of the transaction is expected by the end of 2021 or at the beginning of 2022 and is subject to the occurrence of certain conditions precedent, including the rental of 75% of the surfaces. The participation fee that will be acquired by COIMA RES in the Porta Nuova Gioia real estate fund will be determined by the Company, at its discretion within the above interval, close to closing. At the date, the estimated purchase price is included between Euro 22 million and Euro 56 million. - From the investment held in the COIMA CORE FUND IV Fund, as of January 15th, 2020 it was concluded the sale of the first tranche of bank branches relating to the announced operation on November 8th 2019 (sale of 11 bank branches for a total value of Euro 23.5 million). In particular, on that date the sale of a portfolio of 8 bank branches located in Milan, Verona, Como, Trezzano sul Naviglio and in Liguria was completed for a total value of Euro 13.1 million (56% of the total value of the selling portfolio). As of July 13th, 2020 the sale of the ninth bank branch located in Verona, in Corso Porta Nuova ,was completed for a total amount of Euro 4.1 million. The sale of the residual part of 9 269 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 the portfolio, consisting of two branches located in Milan for a total value of Euro 6.3 million, was concluded in part in October 2020 with the sale of the branch in Piazza De Angeli, while the sale of the branch located in via dei Martinitt was concluded as of January 15th, 2021. - From the shareholding held in COIMA CORE FUND VI, as of December 15th, 2020 the sale of the Telecom Portfolio was completed to APWireless, subsidiary of Radius Global Infrastructure, consisting of five properties located in northern and central Italy leased with a long-term contract to TIM (Telecom Italia). The sale price, amounting to Euro 57.0 million, is in line with the latest assessment made by the independent expert as of June 30th, 2020. COIMA RES had indirectly acquired a minority stake (equal to 13.7%, on a pro-quota basis ) in the Telecom portfolio during 2019, in conjunction with the purchase of di Microsoft and Philips headquarters. The net proceeds for COIMA RES deriving from the sale of Telecom portfolio amounts of about 33 million (on a consolidated basis). - Regarding the investment held in the Porta Nuova Bonnet Fund (which owns a real estate complex called “ Corso Como Place”), the Board of Directors informs how, in relation to the serious pandemic emergency from COVID-19, the activity on the construction site of the development Corso Como Place project has been suspended from March 13th, 2020 to May 3rd, 2020, also in order to allow its safety with b) rents from a single tenant - or tenants belonging to the same group - may not exceed 40% of the total amount of the Company's rents; c) debt, net of cash and cash equivalents and financial receivables from 28 288 ANNUAL REPORT 2020 the parent company may not exceed 70% of the total assets in the last approved financial statements. The Board of Statutory Auditors has finally taken note of the activities carried out by the Supervisory Body, appointed to guarantee the adequacy, compliance with and updating of the organization and management model pursuant to Legislative Decree no. 231/01. Based on the analyses and tests carried out in relation to the areas and functions involved in internal audit activities, the Board of Statutory Auditors assesses as substantially adequate the internal control system adopted. 14. Comments on the adequacy of the accounting system The Board of Statutory Auditors has regularly monitored the functioning of the system also through meetings with the Manager responsible for preparing the Company’s financial reports, gathering information from the heads of the relevant corporate departments, examining company documentation and regular analysis of the outcome of the work performed by the Independent Auditors, including the Half-Year Report of the Company. With regard to the accounting information contained in the Financial Statements and in the Consolidated Financial Statements as of December 31st, 2020, it is reported that the Chief Executive Officer and the Manager responsible for preparing the Company's financial reports have certificated, without qualification for the preparation of corporate financial statements, as well as in relation to the Directors’ report on the reliability of performance and management results, as well a description of the risks and uncertainties faced by the Company and have also issued the prescribed certification under art. 81-ter of CONSOB Regulation no. 29 289 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 11971/1999 and ss.mm . From the evaluation of the accounting and administrative system there are no facts and circumstances likely to be mentioned in this report and it is believed that the administrative and accounting function is sufficiently structured and appropriate to address the business needs shown during the year, both in terms of resources used and in terms of professionalism and so it is able, therefore, to properly reflect the Company's events. 15. Comments on the adequacy of the instructions given to subsidiaries The Board acknowledges that it has examined the instructions given by the company to its sole investee company and to the Funds in which it participates, and that it considers them adequate with respect to the financial information needs of the parent company. 16. Adherence to the Corporate Governance Code The Company has joined the standards included in the Corporate Governance Code promoted by the Italian Stock Exchange and, on February 25th, 2021 approved the annual report on corporate governance and ownership structure. We note that: (i) within the Board of Directors, with an advisory and prepositive role, operates the Control and Risk Committee; about the role, tasks and operation, see the specific chapter dedicated in the Corporate Governance Report; (ii) the Board of Directors appointed Manfredi Catella, as Director in charge of supervising the internal control and risk management system; 30 290 ANNUAL REPORT 2020 (iii) the Company set up the Remuneration Committee; the Company decided not to set up a Nomination Committee ; (iv) The Company also set up, in consideration of the business performed, an Investment Committee. With reference to the provisions contained in the Corporate Governance Code, we believe it useful to reiterate how the Board of Statutory Auditors, during the 2020 financial year : - had verified the correct application of the criteria adopted by the Board of Directors to evaluate the independence of its non- executive members as well as the correct application of the relevant verification procedures. At the end of this process the Board of Statutory Auditors did not have comments to be reported. - has also assessed positively the independence of its members. - carried out the self-assessment on to verify its adequacy in terms of powers, functioning and composition, considering the size, complexity and activities carried out by the Company, also as envisaged by the "Rules of conduct of the board of statutory auditors of listed companies" issued by the National Board of Accountants and Accounting Experts. The self-assessment provided a positive picture on the composition and functioning of the Board of Statutory Auditors and, regarding to its size and composition, the Board of Statutory Auditors believes that these are adequate in relation to the covered role. In this regard, the Board of Statutory Auditors was also able to ascertain that the Company has already taken steps to implement the indications contained in the new Corporate Governance Code which will come into force with the next Corporate Governance Report. 31 291 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 17. Closing comments regarding supervisory activity We finally certify that there are no omissions, reprehensible facts or irregularities to be reported to Shareholders and to Supervisory Authorities emerged from our supervisory activities. 18. Proposals to Shareholders’ meeting The Board of Statutory Auditors acknowledge that it has monitored the compliance with procedural rules and law regarding the preparation of the 2020 separate and consolidated financial statements, as well as the respect of Directors’ duties in this matter. The Separate and Consolidated Financial Statements of the Company concluded by the certification issued by the Chief Executive Officer and the Manager responsible for preparing Company’s financial reports pursuant to art. 154 bis of the Consolidated Law of Finance and art. 81-ter of Consob Regulation n. 11971 of May 14th, 1999 as amended. The Separate and Consolidated Financial Statements of COIMA RES S.p.A. SIIQ have been prepared in accordance with International Financial Reporting Standards. Since the Board of Statutory Auditors is not responsible to analyse the content of the financial statements, the activities were limited to supervise the general definition of the financial statements, their general compliance with the law in relation to their preparation and structure and compliance with the mandatory template. Based on the foregoing, no recognizing objections, we agree, for all aspects falling within its competence, with the approval of the Separate Financial Statements for the year 2020, together with the Directors’ Report as presented by the Board of Directors. 32 292 ANNUAL REPORT 2020 Furthermore, we do not have objections on the proposal of the Board of Directors regarding the allocation of the net profit of Euro 10,933,612. Finally, we remind you that with this Report our mandate will expire and the Assembly will be called to take the consequent resolutions. Milan, March 19th, 2021 The Board of Statutory Auditors The Chairman Mr. Massimo Laconca Members Mrs Milena Livio Mr. Marco Lori This report has been translated into the English language only for the convenience of International readers. 33 293 05 EPRA PERFORMANCE MEASURES EPRA PERFORMANCE MEASURES – EPM The summary table below shows the principal EPRA Performance Measures with reference to FY 2020. December EPRA Performance Measures - 31st, 2020 Reference EPM (in €/000) (in €/share) (in %) Chap.1 The Company IAS/IFRS Income statements Consolidated statements of profit / (loss) for the 15,627 0.43 year Chap.5 Financial review EPRA Earnings Chap.5 Financial review (EPRA Performance 17,549 0.49 Measures) Chap.5 Financial review EPRA Net Reinstatement Value Chap.5 Financial review (EPRA Performance 466,878 12.93 Measures) Chap.5 Financial review EPRA Net Tangible Assets Chap.5 Financial review (EPRA Performance 448,295 12.42 Measures) Chap.5 Financial review EPRA Net Disposal Value Chap.5 Financial review (EPRA Performance 442,839 12.26 Measures) Chap.5 Financial review EPRA Net Initial Yield Chap.5 Financial review (EPRA Performance 5.1% Measures) Chap.5 Financial review EPRA “topped-up” NIY Chap.5 Financial review (EPRA Performance 5.3% Measures) Chap.5 Financial review EPRA vacancy rate Chap.5 Financial review (EPRA Performance 2.5% Measures) Chap.5 Financial review EPRA cost ratio Chap.5 Financial review (EPRA Performance (including direct vacancy costs) 30.5% Measures) Chap.5 Financial review EPRA cost ratio Chap.5 Financial review (EPRA Performance (excluding direct vacancy costs) 28.2% Measures) Chap.5 Financial review (EPRA Performance Like for like rents 1.8% Measures) Chap.5 Financial review (EPRA Performance Top 10 real estate investments Measures) Chap.5 Financial review (EPRA Performance Top 10 tenants Measures) Chap.5 Financial review (EPRA Performance Term lease contracts Measures) Real estate portfolio: other Chap.1 The Company information
Additional information
pursuant to article 10 of EU Regulation n. 537/ 14 The shareholders of Coima Res S.p.A. SIIQ, in the general meeting held on February 1st, 2016, engaged us to perform the audits of the consolidated financial statements for each of the years ending December 31st, 2016 to December 31st, 2024. We declare that we have not provided prohibited non-audit services, referred to article 5, par. 1, of EU Regulation n. 537/2014, and that we have remained independent of the Group in conducting the audit. We confirm that the opinion on the consolidated financial statements included in this report is consistent with the content of the additional report to the audit committee (Collegio Sindacale) in their capacity as audit committee, prepared pursuant to article 11 of the EU Regulation n. 537/2014. Report on compliance with other legal and regulatory requirements Opinion pursuant to article 14, paragraph 2, subparagraph e), of Legislative Decree n. 39 dated 27 January 2010 and of article 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998 The Directors of Coima Res S.p.A. SIIQ are responsible for the preparation of the Report on Operations and of the Report on Corporate Governance and Ownership Structure of Coima Res Group as at 31 December 2020, including their consistency with the related consolidated financial statements and their compliance with the applicable laws and regulations. 4 207 05 CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 We have performed the procedures required under audit standard SA Italia n. 720B, in order to express an opinion on the consistency of the Report on Operations and of specific information included in the Report on Corporate Governance and Ownership Structure as provided for by article 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998, with the consolidated financial statements of Coima Res Group as at 31 December 2020 and on their compliance with the applicable laws and regulations, and in order to assess whether they contain material misstatements. In our opinion, the Report on Operations and the above mentioned specific information included in the Report on Corporate Governance and Ownership Structure are consistent with the consolidated financial statements of Coima Res Group as at 31 December 2020 and comply with the applicable laws and regulations. With reference to the statement required by art. 14, paragraph 2, subparagraph e), of Legislative Decree n. 39, dated 27 January 2010, based on our knowledge and understanding of the entity and its environment obtained through our audit, we have no matters to report. Milan, 19 March 2021 EY S.p.A. Signed by: Aldo Alberto Amorese, Auditor This report has been translated into the English language solely for the convenience of international readers. 5 208 ANNUAL REPORT 2020 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 DIRECTORS’ REPORT SIGNIFICANT EVENTS DURING THE YEAR During 2020, the Company continued to carry out asset management activities aimed at extracting value from all the properties, directly and indirectly owned, in its portfolio. Below is a summary of the most significant events that took place during 2020. Investment in COIMA CORE FUND IV pursuant to article 10 of EU Regulation n. 537/ 14 The shareholders of Coima Res S.p.A. SIIQ, in the general meeting held on February 1st, 2016, engaged us to perform the audits of the financial statements for each of the years ending December 31st, 2016 to December 31st, 2024. We declare that we have not provided prohibited non-audit services, referred to article 5, par. 1, of EU Regulation n. 537/2014, and that we have remained independent of the Company in conducting the audit. We confirm that the opinion on the financial statements included in this report is consistent with the content of the additional report to the audit committee (Collegio Sindacale) in their capacity as audit committee, prepared pursuant to article 11 of the EU Regulation n. 537/2014. Report on compliance with other legal and regulatory requirements Opinion pursuant to article 14, paragraph 2, subparagraph e), of Legislative Decree n. 39 dated 27 January 2010 and of article 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998 The Directors of Coima Res S.p.A. SIIQ are responsible for the preparation of the Report on Operations and of the Report on Corporate Governance and Ownership Structure of Coima Res S.p.A. SIIQ as at 31 December 2020, including their consistency with the related financial statements and their compliance with the applicable laws and regulations. We have performed the procedures required under audit standard SA Italia n. 720B, in order to express an opinion on the consistency of the Report on Operations and of specific information included in the Report on Corporate Governance and Ownership Structure as provided for by article 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998, with the financial statements of Coima Res S.p.A. SIIQ as at 31 December 2020 and on their compliance with the applicable laws and regulations, and in order to assess whether they contain material misstatements. 4 259 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 In our opinion, the Report on Operations and the above mentioned specific information included in the Report on Corporate Governance and Ownership Structure are consistent with the financial statements of Coima Res S.p.A. SIIQ as at 31 December 2020 and comply with the applicable laws and regulations. With reference to the statement required by art. 14, paragraph 2, subparagraph e), of Legislative Decree n. 39, dated 27 January 2010, based on our knowledge and understanding of the entity and its environment obtained through our audit, we have no matters to report. Milan, 19 March 2021 EY S.p.A. Signed by: Aldo Alberto Amorese This report has been translated into the English language solely for the convenience of international readers. 5 260 ANNUAL REPORT 2020 BOARD OF STATUTORY AUDITORS’ REPORT COIMA RES S.p.A. SIIQ STATUTORY AUDITORS’ REPORT TO SHAREHOLDERS’ MEETING OF COIMA RES S.P.A. SIIQ pursuant to art. 153 of Legislative Decree 58/1998 and art. 2429 of Italian Civil Code Dear Shareholders, the Board of Statutory Auditors of COIMA RES S.p.A. SIIQ (“COIMA RES” or “the Company”) is required to report to the Shareholders Meeting, called to approve the financial statements for the year ended December 31st, 2020, regarding the audit conducted during the year and on the other activities pursuant to art. 153 of Legislative Decree 58/98 and art. 2429 et seq. of Italian Civil Code, as well as pursuant to art. 17, 19 of Legislative Decree no. 39/2010 and art. 4, 5, 6, 11, 16, 17 of the EU Regulation no. 537/2014. We noted that, in compliance with Legislative Decree n.58 of 1998, the supervisory activities on the regular bookkeeping and of consolidated and separate financial statements have been tasked by the auditing firm EY S.p.A. [also “EY”], appointed by Shareholders’ Meeting of February 1st, 2016, for the years 2019-2024, whose reports - which contain no qualifications or emphasis of matter - we refer you. It should be noted that for the 2020 financial year, the Sustainability Section attached to the Annual Report of COIMA RES was also subject to review , drafted in line with the "European Public Real Estate Association's Sustainability Best Practice Reporting guidelines ” (EPRA sBPR). The results of the auditing of both the Financial Statements and the Sustainability Section are set out in the relevant auditor's reports - which do not contain any observations or requests for information - to which we refer. 1 261 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 During the year ended December 31st, 2020 the Board of Statutory Auditors of COIMA RES S.p.A. SIIQ carried out the supervisory activities required by existing law, in accordance with Supervisory Authorities recommendations and in particular according to the key required to CONSOB with Communications n. 1025564 of April 6th, 2001 and subsequent supplements of 2003 and 2006, and also in accordance with the code of good practice for listed entities for the Board of Statutory Auditors suggested by the Italian National Association of Professional Accountants. Pursuant to Legislative Decree n.39 of January 27th, 2010 for the public interest entities, which is your Company, the Internal Control and Auditing Committee [also “CCIRC”] identifies with the Board of Statutory Auditors and therefore, during the period, were carried out the supervisory activities mandated to the same, pursuant to art. 19 of the aforementioned Decree. We remind you that the regulatory provisions referred to in Decree n. 135/2016 as well as with EU Regulation 537/2014, with a view to strengthening the interaction between the auditors and the Board of Statutory Auditors, as CCIRC, provide inter alia, for the prior approval of assignments to the statutory auditor, not specifically relating to the audit activity, as well as transmission to the Committee for control and audit of the additional report issued pursuant to Article 11 of EU Regulation 537/2014. Appointment, self-assessment and activities of the Board of Statutory Auditors The Board of Statutory Auditors in charge on the date of this Report, was appointed by resolution of the Shareholders' Meeting of April 12th, 2018, and his office will expire with the Shareholders' Meeting approving the financial statements as of December 31st, 2020. The Board of Statutory Auditors in charge, as appointed, is composed of the 2 262 ANNUAL REPORT 2020 following n. 3 (three) members: - Mr. Massimo Laconca, standing member to whom the chairmanship of the Board of Statutory Auditors has been attributed; - Mrs. Milena Livio, standing auditor; - Mr. Marco Lori, standing auditor . The Board of Statutory Auditors, also for the 2020 financial year, assessed the suitability of its members and the adequate composition of the board - with reference to the requirements of professionalism, competence, integrity and independence required by law - as well as the availability of time and adequate resources to the complexity of the assignment and the proper functioning, taking into account the size, complexity and activities carried out by the intermediary. The members of the Board of Statutory Auditors have respected the limit of the accumulation of offices set out in art.144-terdecies of the Issuers Regulation . The self-assessment, which was carried out also taking into account the provisions of the Articles of Association, as well as the best practices disseminated from time to time, provided a positive view on the composition and functioning of the Board of Statutory Auditors. The Board of Statutory Auditors also verified the correct application of the criteria and procedures for ascertaining the independence requirements of the members of the Board of Directors with this qualification, as well as, in its capacity as Committee for Internal Control and Auditing [also “CCIRC”], the independence requirements of the auditing firm. The Board of Statutory Auditors, in order to regulate the composition, operating methods and powers of the supervisory body, in accordance with the principles established by the applicable laws and regulations, as well as by the Corporate Governance Code to which the Company has adhered, has adopted a its own Regulations, which will be updated from time to time in 3 263 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 relation to the evolution of the legislation. The Board of Statutory Auditors, therefore, also in accordance with its own Regulations, and for the aspects within its competence, supervised compliance with the law and the Articles of Association, compliance with the principles of correct administration, the adequacy of the organizational structure, the control system of the administrative-accounting system and on the reliability of the latter in correctly representing management events. The Board of Statutory Auditors, as part of the supervisory activity carried out, with the frequency of which specific indication will be given in point 10 of this Report, takes note, in particular, of the following: • with limited absences of some of its members, we attended at all meetings of the Board of Directors held during the year and obtained periodically from the Directors, information on the activity carried out and on the most important operations performed by the Company. The Board of Statutory Auditors also participated in the periodic meetings of the internal Board Committees, established pursuant to the Corporate Governance Code, and in particular to n. 8 meetings of the Control and Risks Committee, also in its capacity as Committee for transactions with related parties, and at no. 5 meetings of the Remuneration Committee ; • to supervise the activities of the Company entrusted to us by Art. 149 of Single Act of Finance, through specific audits, regular meetings with business leaders, with the Internal Control Committee, with the Supervisory Board, with the heads of corporate functions, including control, as well as through the information sharing with representatives of the auditing firm ; • to assessed and supervised, as for our competence, the adequacy of the internal control and the account administration system, as well as the performance of detection and control system ; 4 264 ANNUAL REPORT 2020 • to verified, through information collected by the auditing firm and the executive responsible for the preparation of the accounting documents, the compliance with legal regulation related to the preparation and setting of consolidated and separate financial
Disposal
on January 15th, 2020, the COIMA CORE FUND IV fund completed the sale of the first tranche of bank branches relating to the operation announced on November 8th, 2019 (sale of 11 bank branches for a total value of Euro 23.5 million). The first tranche concerns the sale of a portfolio of 8 bank branches located in Milan, Verona, Como, Trezzano sul Naviglio and Liguria for a value of Euro 13.1 million (56% of the total value of the portfolio for sale). On July 13th, 2020, the sale of the ninth bank branch located in Verona, in Corso Porta Nuova, was completed for Euro 4.1 million. The sale of the residual part of the portfolio, consisting of two branches located in Milan for Euro 6.3 million, was partially completed in October 2020 with the sale of the branch in Piazza De Angeli, while the sale of the branch located in via dei Martinitt ended on January 15th, 2021. Investment in COIMA CORE FUND VI Leasing: in the third quarter of 2020, the COIMA CORE FUND VI renewed the lease agreement with QBE (a global insurance company) for an additional 6 years. The lease agreement, which covers more than 900 square meters of offices at Gioiaotto property in Porta Nuova in Milan, was signed with an award of 44% compared to the previous rent in place and in line with the prime rent in the area. On December 4th, 2020, the COIMA CORE FUND VI signed a supplementary agreement to the lease agreement with the NH Italia tenant in consideration of the restrictive measures issued by the Italian government and the reduction in revenues deriving from the business activity carried out by the counterparty. This agreement provides for the granting by the lessor of a period of free use (from April 1st, 2020 to June 15th, 2020) in face of the increase in the percentage applicable to the variable rent starting from January 1st, 2021. on December 15th, 2020, the sale of the Telecom Portfolio to APWireless, a subsidiary of Radius Global Infrastructure, was completed. COIMA CORE FUND VI had indirectly acquired a minority stake in the Telecom Portfolio in 2019, concurrently with the purchase of the Microsoft and Philips offices. Investment in CORSO COMO PLACE (PORTA NUOVA BONNET) The project Corso Como Place was subsequently completed in the fourth quarter of 2020 with costs in line with the estimates made in the budget phase. The spaces were delivered to tenants Accenture and Bending Spoons at the beginning of 2021 based on the preliminary lease agreements signed in 2019. 209 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 SGR Agreement and CEO remuneration On March 19th, 2020, the Board of Directors approved the signing of a new asset management agreement between COIMA RES and COIMA SGR containing some changes compared to the previous agreement in place, including the extension of the first period and an improvement in the economic terms in favour of the Company. The end of the first contract period was postponed from May 13th, 2021 to January 1st, 2025 and the management fee was reduced of 30 bps from 1.10% of NAV to 0.80% of NAV (i.e., a decrease of 27%) in place from January 1st, 2020. For more information, see paragraph 68 relating to related parties. Furthermore, Manfredi Catella, founder and CEO of COIMA RES, has expressed his will to renounce, for the first period, as extended until January 1st, 2025, the emoluments due to him for the position of Chief Executive Officer, in line with the conduct held by the IPO to date. Renewal of the Board of Directors On June 11th, 2020, the Shareholders' Meeting in its ordinary session confirmed in 9 the number of members of the Board of Directors and appointed, for the 2020 financial year and, therefore, until the approval of the financial statements for the year ended December 31st, 2020, the new Board of Directors in the persons of Feras Abdulaziz Al Naama, Manfredi Catella, Caio Massimo Capuano, Olivier Elamine, Luciano Gabriel, Alessandra Stabilini, Ariela Caglio, Antonella Centra and Paola Bruno. The Shareholders' Meeting in its ordinary session confirmed Caio Massimo Capuano as Chairman of the Board of Directors and the Board of Directors of June 11th, 2020 confirmed Manfredi Catella as Chief Executive Officer. Gioia 22 acquisition On June 11th, 2020, COIMA RES concluded a binding agreement for the purchase of a stake of 10-25% in the Gioia 22 property, a real estate of 35,800 square meters spread over 26 floors above ground located in Via Melchiorre Gioia 22 in Milan, in the Porta Nuova district. The closing of the operation is provided in 2022 and is subject to the occurrence of certain conditions precedent, including the rental of 75% of the building. Gold Award In terms of transparency, COIMA RES has received two Gold Awards from the European Public Real Estate Association ("EPRA") for the 2019 Annual Report and the 2019 Sustainability Report which confirm the awards given last year. EPRA is the most important association in the listed real estate sector in Europe, whose objective is to define best practices in terms of accounting, reporting and corporate governance in order to provide high quality information to investors and create a framework for debate and decision making on key issues for the future of the sector. 210 ANNUAL REPORT 2020 OVERVIEW OF THE FINANCIAL RESULTS The table below summarizes the income statement for the financial year 2020, which shows a net result of Euro 10.9 million. (in million Euro) December 31st, 2020 December 31st, 2019 Rents 9.8 16.3 Net real estate operating expenses (1.1) (1.6) Net rents 8.8 14.7 Other revenues 0.0 3.6 G&A expenses (4.3) (6.3) Other expenses 0.1 (0.0) Non-recurring general expenses (0.3) (0.7) EBITDA 4.3 11.3 Net depreciation (18.0) (0.6) Net movement in fair value (1.2) 4.4 EBIT (14.9) 15.1 Financial income 0.0 Other income and charges 28.9 9.4 Financial expenses (3.2) (4.3) Profit before taxation 10.9 20.2 Income tax (0.0) 0.0 Profit 10.9 20.2 Net Operating Income (also “NOI”) amounts to Euro 8.8 million (Euro 14.7 million as of December 31st, 2019) and represents 89.8% of the total lease rents. The NOI includes the lease rents on Monte Rosa, Tocqueville and Pavilion properties during 2020. Net real estate operating expenses, amounting to Euro 1.1 million, mainly relate to property taxes, property management costs, net of property operating and maintenance costs. These costs decreased by Euro 0.5 million compared to December 31st, 2019 mainly due to the sale of the Vodafone real estate complex, closed during the first half-year 2020. G&A expenses, amounting to Euro 4.3 million, include management fees, personnel costs, corporate governance and control functions costs as well as consultancy, audit, IT, marketing and management costs for the Company's headquarters. The decrease of Euro 2 million compared to December 31st, 2019 is mainly due to the renewal of the asset management agreement with COIMA SGR, which resulted in a decrease in the rate applied for the calculation of commissions of almost 30% and to targeted savings activity undertaken by management during the 2020 financial year. Other expenses include the change in the fair value of the financial instrument, positive for Euro 0.1 million. Non-recurring general expenses consist mainly of donations made by the Company in favour of entities active in dealing with the COVID-19 health emergency (Euro 0.1 million), from provisions for risks and extraordinary consultancy (Euro 0.2 million). 211 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 Net depreciation amounting to Euro 18 million (Euro 0.6 million as of December 31st, 2019) mainly includes the impairment test carried out on subsidiaries following the distributions approved in 2020. Net movement in fair value, of negative Euro 1.2 million (positive Euro 4.4 million as of December 31st, 2019), refers to the value adjustment of the Company's real estate portfolio. Other income and charges, amounting to Euro 28.9 million (Euro 9.4 million as of December 31st, 2019) consists of the income and units reimbursements distributed during the year by the subsidiaries COIMA RES S.p.A. SIINQ I, COIMA CORE FUND IV, COIMA CORE FUND VI and COIMA CORE FUND VIII. In particular, COIMA CORE FUND VI has made a partial repayment for units of Euro 17.7 million following the sale of the Deutsche Bank branches. Financial expenses, amounting to Euro 3.2 million (Euro 4.3 million as of December 31st, 2019), relate to loans outstanding at the date of these financial statements. The decrease of Euro 1.1 million compared to the previous period is mainly due to the lower financial exposure of the Company, thanks to the contribution of the Vodafone real estate complex and the related loan to the COIMA CORE FUND VIII fund, concluded in the first half of 2020, and to the repayments made during the year following the sale of the Deutsche Bank branches amounting to Euro 17.7 million. The table below shows the Balance Sheet as of December 31st, 2020 and the comparison with the last year: (in million Euro) December 31st, 2020 December 31st, 2019 Assets Real estate investments 192.8 193.9 Investments in subsidiaries 292.5 305.0 Other non-current assets 2.4 2.9 Total non-current assets 487.7 501.8 Receivables 10.0 11.0 Cash and cash equivalents 10.7 12.5 Total current assets 20.7 23.5 Total assets 508.4 525.3 Liabilities Shareholders' equity 402.8 402.3 Bank borrowings 98.0 99.1 Other non-current liabilities 3.7 4.1 Total non-current liabilities 101.7 103.2 Current bank borrowings - 16.1 Trade payables and other current liabilities 3.9 3.7 Total current liabilities 3.9 19.8 Total liabilities 105.6 123.0 Total liabilities and Shareholders' equity 508.4 525.3 Real estate investments, amounting to Euro 192.8 million as of December 31st, 2020 (Euro 193.9 million as of December 31st, 2019), shows a decrease of Euro 1.1 million due to the fair value correction made by independent experts in consideration of the current market situation affected by the Covid-19 pandemic. 212 ANNUAL REPORT 2020 Investments in subsidiaries, amounting to Euro 292.5 million (Euro 305 million as of December 31st, 2019), decreased by Euro 12.5 million as a result of the value adjustment following the repayments of capital by COIMA CORE FUND IV following the sale of some bank branches (Euro 17.6 million), partially offset by payments made for the Porta Nuova Bonnet Fund, amounting to Euro 5.2 million. Other non-current assets, amounting to Euro 2.4 million (Euro 2.9 million as of December 31st, 2019), decreased by Euro 0.5 million mainly due to the partial financial receivable from COIMA CORE FUND VIII relating to the transfer of almost all the financial charges incurred in the refinancing of the Vodafone property complex. Current receivables, amounting to Euro 10 million (Euro 11 million as of December 31st, 2019), decreased by Euro 1 million due to the offset of VAT receivables from the previous year with other taxes and duties of 2020. The Company's net financial indebtedness amounted to Euro 88 million as of December 31st, 2020 and shows a decrease of Euro 15.6 million mainly because of the repayments made on the existing loans after the sale of Deutsche Bank branches. The table below shows the Company's net financial indebtedness as of December 31st, 2020 in accordance with Recommendation ESMA/2013/319. (in thousands Euro) December 31st, 2020 December 31st, 2019 (A) Cash 10,648 12,467 (B) Cash equivalents - (C) Trading securities - (D) Liquidity (A)+(B)+ (C) 10,648 12,467 (E) Current financial receivables (F) Current bank borrowings - (16,140) (G) Current portion of non-current bank borrowings - (H) Other current financial debt - (I) Current financial debt (F)+(G)+(H) - (16,140) (J) Net current liquidity (I)+(E)+(D) 10,648 (3,673) (K) Non-current bank borrowings (97,958) (99,132) (L) Bonds issued - (M) Other non-current financial debt (704) (778) (N) Non-current financial indebtedness (K)+(L)+(M) (98,662) (99,910) O) Net liquidity (J)+(N) (88,014) (103,583) 213 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 As of December 31st, 2020, the Company had the following loans in place: December 31st, (In thousands Euro) Maturity Rate % hedged 2020 Deutsche Bank branches 30,541 July 16th, 2023 Eur 3M + 180 bps 100% Monte Rosa, Tocqueville 40,657 July 16th, 2023 Eur 3M + 160 bps 100% Pavilion 26,760 October 31st, 2023 Eur 6M + 150 bps 93% Other non-current liabilities, amounting to Euro 3.7 million (Euro 4.1 million as of December 31st, 2019), mainly refer to Interest Rate Swap derivatives for Euro 1.5 million, the financial instrument for Euro 0.9 million, the debt deriving from the application of IFRS 16 for Euro 0.7 million, to the provision for risks for Euro 0,4 million and to the TFR provision for Euro 0.1 million. Trade payables and other current liabilities, amounting to Euro 3.9 million (Euro 3.7 million as of December 31st, 2019), mainly includes payables and invoices to be received from suppliers for Euro 2.2 million (Euro 2.9 million as of December 31st, 2019) and deferred income for Euro 1.1 million (Euro 0.3 million as of December 31st, 2019). The Company's shareholders' equity amounted to Euro 402.8 million (Euro 402.3 million as of December 31st, 2019) and increased by Euro 0.5 million due mainly to the profit for the year, equal to Euro 10.9 million (net of dividends distributed, amounting to Euro 10.8 million) and to the change of the derivatives value for Euro 0.4 million. REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURES Pursuant to Article 123-bis, para. 3, of Legislative Decree no. 58 of February 24th, 1998, the “Report on Corporate Governance and Ownership Structures” is available on the “Governance” section of the COIMA RES S.p.A. SIIQ website (www.coimares.com). REMUNERATION REPORT Pursuant to Article 84-quarter, para. 1, of the Issuers' Regulations, implementing Legislative Decree no. 58 of February 24th, 1998, the “Remuneration Report” is available on COIMA RES S.p.A. SIIQ website (www.coimares.com). ORGANISATIONAL MODEL AND CODE OF ETHICS On July 27th, 2016, the Board of Directors approved the code of ethics and the organisational model (as subsequently modified), as provided for by Legislative Decree no. 231/2001, and on June 11th, 2020, established the supervisory body and appointed as members Marco Lori, as Chairman, Michele Luigi Giordano and Mario Ippolito, from the Carnelutti law firm. RESEARCH AND DEVELOPMENT COIMA RES S.p.A. SIIQ did not conduct any research and development activities during 2020. 214 ANNUAL REPORT 2020 TREASURY SHARES AND SHARES OR UNITS OF PARENT COMPANIES As of December 31st, 2020, the Company did not hold any treasury shares or shares in parent companies. RELATIONS WITH SUBSIDIARIES, ASSOCIATES AND PARENT COMPANIES With reference to the nature of the relationships between Group companies and related parties please refer to the paragraph 68. SUBSEQUENT EVENTS On January 15th, 2020 COIMA CORE FUND IV, totally owned by COIMA RES, completed the sale of Deutsche Bank branch in Milan, in Via De Martinitt, for Euro 4.3 million. On February 17th, 2021, the extension and amendment of the Euro 22.0 million financing of the Microsoft headquarters (provided by Intesa Sanpaolo) was finalised by Feltrinelli Porta Volta Fund. The maturity of the financing was extended from December 21st, 2020, to December 21st, 2023, and the margin was reduced by c. 15 basis points. BUSINESS OUTLOOK COIMA RES aims to provide its shareholders with a stable and sustainable dividend payment stream, preserve capital to perform targeted refurbishments on its real estate portfolio and to seize potential acquisitions opportunities. Considering the positive results achieved, the COIMA RES Board of Directors has the opportunity to suggest to shareholder’s meeting a dividend of Euro 10.8 million (Euro 0.30 per share), an amount in line with the dividend paid for the previous fiscal year. The dividend was calculated on the basis of the Company's results and current legislation on listed real estate investment companies. The Company expects that the portfolio described in the previous pages may generate additional revenues giving the Company the possibility to increase its profits in subsequent years and to distribute further dividends to its shareholders. Thus, the Directors have prepared these financial statements on a going concern basis as they believe that all the elements confirming the Company's ability to continue to operate as a going concern exist. Regarding the spread of the COVID-19 epidemic in Italy, the Company has not had a significant impact on financial results, as the COIMA RES portfolio is characterized by diversified tenants and mainly made up of multinational companies. During the year, COIMA RES has demonstrated its solidity and resilience, maintaining levels of income from rents in line with the previous year. 215 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 SIIQ REGIME Application of SIIQ regime is subordinated to the condition which companies engage primarily the property leasing activities. The prevalence shall be tested according to two parameters: a) Financial: land and buildings held as property or other real right for rental activities represent at least 80% of the assets - "asset test". b) Economic: in each financial year. revenues from rental activities representing at least 80% of the positive components of the income statement - "profit test" (ratio of exempt income and total proceeds). At the date of these financial statements, the Company respects both the two indices as the investments made are entirely of a real estate nature and the revenues are entirely generated by these investments. Value Assets Value NAV on the basis of the Balance Sheet formats 445,453 i) hybrid instruments - Diluited NAV 445,453 Include: ii.a) Revaluations in investment properties (if IAS 40 cost option is used) - ii.b) Real estate revaluations under construction (IPUC) (if IAS 40 cost option is used) - ii.c) Revaluations of other non-recurring investments - iii) Revaluations of lease contracts held as finance leases - iv) Revaluations trading properties - Diluited NAV 445,453 Esclude: v) Deferred taxes in relation to Profits from FV on property investments - vi) Fair value of financial instruments 3,099 vii) Goodwill resulting from deferred taxes - viii.a) Goodwill as per IFRS financial statements - viii.b) Intangible assets as per IFRS financial statements (257) Includes: ix) Fair value of the fixed rate debt (2,614) x) Revaluations of intangible fixed assets at FV - xi) Tax on real estate transfers 18,326 - NAV 466,878 448,295 442,839 Number of shares fully diluted 36,107 NAV per share 12.93 12.42 12.26 (vi) Value of the financial instrument issued by the Company to the CEO and key managers, net of the change in the fair value of derivatives; (viii) Value of intangible fixed assets; (ix) Change in the fair value of financial payables recognized at amortized cost; (xi) Adjustment for use of the gross value of the assets as provided by the Independent Expert (value before any deduction of the costs of the buyers). 296 ANNUAL REPORT 2020 EPRA NAV reconciliation 2020 – Old and new guidelines EPRA NET ASSET VALUE EPRA NET ASSET VALUE METRICS EPRA NAV (Old Guidlines) EPRA NRV EPRA NTA EPRA NDV (New Guidelines) IFRS Equity attributable to NAV per the financial statements 445,453 shareholders Effect of exercise of options, convertibles and other equity - i) Hybrid instruments - interests (diluted basis) - Diluted NAV, after the exercise of options, 445,453 Diluted NAV 445,453 convertibles and other equity interests 445,453 Include: (i.a) Revaluation of investment properties (if IAS 40 cost ii.a) Revaluation of IP (if IAS 40 cost option is - option is used) - used) (i.b) Revaluation of investment property under construction ii.b) Revaluation of IPUC1 (if IAS 40 cost - (IPUC) (if IAS 40 cost option is used) - option is used) ii.c) Revaluation of other non-current (i.c) Revaluation of other non-current investments - investments iii) Revaluation of tenant leases held as (ii) Revaluation of tenant leases held as finance leases - finance leases (iii) Revaluation of trading properties - iv) Revaluation of trading properties - Exclude: (iv) Fair value of financial instruments 3,013 Diluted NAV at Fair Value 445,453 (v.a) Deferred tax - (v.b) Goodwill as a result of deferred tax - Exclude: v) Deferred tax in relation to fair value gains Include/exclude: - of IP Adjustments (i) to (v) above in respect of joint venture 86 vi) Fair value of financial instruments interests 3,099 EPRA NAV 448,552 vii) Goodwill as a result of deferred tax - viii.a) Goodwill as per the IFRS balance EPRA NAV per share 12.42 - sheet viii.b) Intangibles as per the IFRS balance (257) sheet EPRA NAV 448,552 Include: ix) Fair value of fixed interest rate debt (2,614) (i) Fair value of financial instruments (2,223) x) Revaluation of intangibles to fair value - (ii) Fair value of debt (2,614) xi) Real estate transfer tax 18,326 - (iii) Deferred tax NAV 466,878 448,295 442,839 EPRA NNNAV 443,715 Fully diluted number of shares 36,107 EPRA NNNAV per share 12.29 NAV per share 12.93 12.42 12.26 Reconciliation: Reclassification of values in a corresponding entry in the new table New items, not provided for in the previous calculation of the EPRA NAV Adjustment required by the Guidelines in the calculation of the EPRA NNNAV on changes in fair value of hedging derivatives 297 05 EPRA PERFORMANCE MEASURES EPRA NAV reconciliation 2019 – Old and new guidelines EPRA NET ASSET VALUE EPRA NET ASSET VALUE METRICS EPRA NAV EPRA NRV EPRA NTA EPRA NDV (Old Guidlines) (New Guidelines) IFRS Equity attributable to NAV per the financial statements 440,111 shareholders Effect of exercise of options, convertibles and other equity - i) Hybrid instruments interests (diluted basis) - Diluted NAV, after the exercise of options, 440,111 Diluted NAV convertibles and other equity interests 440,111 Include: (i.a) Revaluation of investment properties (if IAS 40 cost ii.a) Revaluation of IP (if IAS 40 cost option is - option is used) - used) (i.b) Revaluation of investment property under construction ii.b) Revaluation of IPUC1 (if IAS 40 cost - (IPUC) (if IAS 40 cost option is used) - option is used) ii.c) Revaluation of other non-current (i.c) Revaluation of other non-current investments - investments iii) Revaluation of tenant leases held as (ii) Revaluation of tenant leases held as finance leases - finance leases (iii) Revaluation of trading properties - iv) Revaluation of trading properties - Exclude: (iv) Fair value of financial instruments 3,636 Diluted NAV at Fair Value 440,111 (v.a) Deferred tax - (v.b) Goodwill as a result of deferred tax - Exclude: v) Deferred tax in relation to fair value gains Include/exclude: - of IP Adjustments (i) to (v) above in respect of joint venture 117 vi) Fair value of financial instruments interests 3,753 EPRA NAV 443,863 vii) Goodwill as a result of deferred tax - viii.a) Goodwill as per the IFRS balance EPRA NAV per share 12.29 - sheet viii.b) Intangibles as per the IFRS balance (188) sheet EPRA NAV 443,863 Include: ix) Fair value of fixed interest rate debt (2,353) (i) Fair value of financial instruments (2,755) x) Revaluation of intangibles to fair value - (ii) Fair value of debt (2,353) xi) Real estate transfer tax 19,187 - (iii) Deferred tax - NAV 463,051 443,675 437,758 EPRA NNNAV 438,756 Fully diluted number of shares 36,107 EPRA NNNAV per share 12.15 NAV per share 12.82 12.29 12.12 Reconciliation: Reclassification of values in a corresponding entry in the new table New items, not provided for in the previous calculation of the EPRA NAV Adjustment required by the Guidelines in the calculation of the EPRA NNNAV on changes in fair value of hedging derivatives 298 ANNUAL REPORT 2020 EPRA NIY and EPRA topped-up NIY EPRA Net Initial Yield (NYI) and "Topped-up" (in thousands Euro) Investment property – wholly owned 303,779 Investment property (share of JVs/Funds) 384,526 Trading property (including those partially owned) - Developments (75,250) Total market value of the properties in portfolio 613,055 Allowance for estimated purchasers’ costs - Gross up completed property portfolio valuation (B) 613,055 Annualised cash passing rental income 34,927 Property outgoings (3,767) Annualised net rents (A) 31,161 Notional rent expiration of free rent periods or other lease incentives 1,613 Topped-up net annualized rent (C) 32,774 EPRA Net Initial Yield (NYI) (A/B) 5.1% EPRA "Topped-up" Net Initial Yield (NYI) (C/B) 5.3% The investment property and the gross and net annualized rents are calculated on the percentage of ownership for each property. EPRA vacancy rate EPRA Vacancy rate (in thousands Euro) Estimated Rental Value of vacant space (A) 907 Estimated rental value of the whole portfolio (B) 37,011 EPRA Vacancy Rate (A/B) 2.5% EPRA Vacancy Rate is mainly related to the vacant portion of Deutsche Bank portfolio (3 branches) and Monte Rosa. The estimated rents are calculated on a pro quota basis. 299 05 EPRA PERFORMANCE MEASURES Like-for-like rents (in thousands Euro) Assets bought in Offices Bank Branches Hotel Total amount 2019 Rents 2019 29,362 5,088 1,619 1,271 37,340 Rents related to assets bought in 2019 - (1,271) Rents related to assets sold in 2020 - (1,135) - (1,135) Like-for-like rents 2019 (B) 29,362 3,953 1,619 - 34,934 New leasing in 2020 597 47 - 644 Withdraw in 2020 (304) - (304) Renegotiations 237 - (141) - 96 Inflation 102 2 - 106 Others 318 - (218) - 100 Like-for-like rents 2020 (A) 30,312 4,002 1,262 - 35,576 Rents related to assets bought in 2019 - 8,624 Rents related to assets sold in 2020 - 218 - 218 Rents 2020 30,312 4,220 1,262 8,624 44,418 Like-for-like (A) - (B) 950 49 (357) - 642 Like-for-like (%) 3.2% 1.2% (22.1%) - 1.8% Assets bought in (in thousands Euro) Milan Rome Others Total amount 2019 Rents 2019 31,554 401 4,114 1,271 37,340 Rents related to assets bought in 2019 - (1,271) Rents related to assets sold in 2020 (154) - (981) - (1,135) Like-for-like rents 2019 (B) 31,400 401 3,133 - 34,934 New leasing in 2020 597 - 47 - 644 Withdraw in 2020 (304) - (304) Renegotiations 96 - 96 Inflation 104 - 2 - 106 Others 100 - 100 Like-for-like rents 2020 (A) 31,993 401 3,182 - 35,576 Rents related to assets bought in 2019 104 - 114 - 218 Rents related to assets sold in 2020 - 8,624 Rents 2020 32,097 401 3,296 8,624 44,418 Like-for-like (A) - (B) 593 - 49 - 642 Like-for-like (%) 1.9% 0.0% 1.5% - 1.8% The table shows the reconciliation of the rents recorded in 2020 and 2019 with the rents calculated on a like-for- like basis on the portfolio12, excluding Sarca, Microsoft and the bank branches sold. The increase in rents is mainly characterized: § from the annual contribution of the lease agreement with IBM, effective from February 1st, 2019; § the amendment to the Sisal lease contract which postpones the expiry to December 31st, 2021 against an increase in the gross rent from January 1st, 2021; § new lease agreements on Gioiaotto, Monte Rosa and the Deutsche Bank Turin branch. The increase in rents on a like-for-like basis is partially offset: § from the release of the Bluvacanze tenant's spaces from January 1st, 2020; § by the agreement signed with NH Hotel for the granting of a period of free use. 12 The real estate investment portfolio includes Vodafone (Euro 211 million), Monte Rosa, Tocqueville and Pavilion (Euro 192.8 million), Deruta (Euro 44.4 million), Gioiaotto (Euro 82 million) and the Deutsche Bank branches (Euro 63.9 million). 300 ANNUAL REPORT 2020 EPRA Cost ratios (in thousands Euro) Include: (i) Administrative/operating expense line per IFRS income statement General and administration expenses 12,461 Personnel costs 1,737 Other costs 4,106 (ii) Net service charge costs/fees - (iii) Management fees less actual/estimated profit element - (iv) Other operating income/recharges intended to cover overhead expenses less any related profits (5,620) (v) Share of Joint Ventures expenses 1,059 Exclude: (vi) Investment property depreciation - (vii) Ground rent costs - (viii) Service charge costs recovered through rents but not separately invoiced - EPRA Costs (including direct vacancy costs) (A) 13,774 (ix) Direct vacancy costs (1,040) EPRA Costs (excluding direct vacancy costs) (B) 12,703 (x) Gross rental income less ground rent costs 44,418 (xi) Service fee and service charge costs components of gross rental income (if relevant) - (xii) Share of Joint Ventures (Gross Rental Income less ground rent costs) 588 Gross Rental Income (C) 45,006 EPRA Cost Ratio (including direct vacancy costs) (A/C) 30.5% EPRA Cost Ratio (excluding direct vacancy costs) (B/C) 28.2% Details: (i) Administrative and operating expenses; (iv) Re-charges revenues; (v) Portion of the real estate costs of the Porta Nuova Bonnet Fund, recognized under associated equity investments valued using the equity method; (ix) Direct costs on the part of the Deutsche Bank and Bonnet portfolio not leased; (x) Rental income; (xii) Portion of the real estate income of the Porta Nuova Bonnet Fund, recognized under associated equity investments valued using the equity method. The costs incurred are capitalised on the carrying value of the investment property when it is probable that they will generate future economic benefits and their cost can be measured reliably. Other maintenance and repair costs are expensed as incurred. As of December 31st, 2020, there are no capitalised operating expenses and overheads on the value of property. 301 05 EPRA PERFORMANCE MEASURES Top 10 real estate investments rate / asset to title Address date completion availability Surfaces Portfolio activities Vacancy # City of owned redevelop. Type Legal Acquisition % of Year refurbish. EPRA Via Lorenteggio Vodafone 1 Milan Office Fully owned 42,039 50% Jun-16 n.a. 0% 240 complex 2 Milan Viale Pasubio 21 Office Fully owned 10,773 Microsoft 84% Sep-19 n.a. 0% Via Bonnet 6A- Office/ Corso Como 3 Milan Fully owned 23,574 36% Dec-16 In redevel. n.m. 8A-10A Retail Place Piazza Gae 4 Milan Office Fully owned 3,576 Pavilion 100% Nov-18 n.a. 0% Aulenti 10 Via Melchiorre 5 Milan Office Fully owned 14,545 Gioia 6-8 88% Jul -16 n.a. 0% Gioia 6-8 Via Monte Rosa 6 Milan Office Fully owned 19,539 Monte Rosa 100% Oct-17 n.a. 15% 93 Via Tocqueville 7 Milan Office Fully owned 9,604 Tocqueville 100% Jul-18 n.a. 0% 13 8 Milan Viale Sarca 235 Office Fully owned 17,773 Sarca 78% Sep-19 n.a. 0% 9 Milan Via Deruta 19 Office Fully owned 26,012 Deruta 100% Jan-17 n.a. 0% Piazza Ss. Bank 10 Rome Fully owned 826 DB Portfolio 100% May-16 n.a. 0% Apostoli 70 branch Top 10 tenants (13) # Rank top 10 tenant % 1 Vodafone 19% 2 Deutsche Bank 10% 3 Microsoft 10% 4 BNL 10% 5 IBM 9% 6 Sisal 9% 7 Techint 5% 8 PwC 5% 9 NH Hotels 4% 10 Philips 3% 13 Calculated on stabilized rents on pro-quota basis. Pre-lets relating to Corso Como Place (Accenture and Bending Spoons) are excluded. 302 ANNUAL REPORT 2020 Real estate portfolio: term lease contracts (14) Maturity bands in the first contractual deadline (% Properties WALT on the amount of annualized rent stabilized) Total % Total €/000 1 year 1-2 year 3-5 year > 5 year DB portfolio 6.2 0% 100% 4,296 Vodafone 6.1 0% 100% 7,052 Gioia 6-8 4.8 0% 19% 13% 68% 100% 3,945 Corso Como Place 1.6 74% 12% 4% 10% 100% 529 Deruta 1.0 0% 100% 0% 100% 3,632 Monte Rosa 2.9 51% 0% 49% 100% 3,692 Tocqueville 1.3 93% 0% 1% 6% 100% 3,449 Pavilion 7.1 0% 100% 3,518 Sarca 5.2 12% 0% 21% 67% 100% 3,160 Microsoft 2.9 7% 0% 93% 0% 100% 3,830 Total amount 4.3 26% 2% 13% 59% 100% 37,102 Real estate portfolio: other information (15) Gross Market Initial gross Acquisition stabilized Properties Reversion date NRA Value rent ERV (%) (€/000) (€/mq) (16) (€/000) DB portfolio May 16 26,776 66,579 3,876 145 4,296 3,483 (19%) Vodafone Jun-16 42,039 105,500 7,052 336 7,052 6,054 (14%) Gioia 6-8 Jul-16 14,545 72,303 3,372 294 3,945 4,020 2% Corso Como Dec-16 23,574 75,250 508 n.m. 529 3,693 n.m. Place Deruta Jan-17 26,012 44,400 3,632 140 3,632 3,555 (2%) Monte Rosa Oct-17 19,539 60,600 3,692 189 3,692 4,786 30% Tocqueville Jul-18 9,604 59,500 2,449 255 3,449 4,409 28% Pavilion Nov-18 3,576 72,700 3,518 984 3,518 3,584 2% Sarca Sept-19 17,611 48,594 3,107 225 3,160 3,325 5% Microsoft Sept-19 10,773 82,879 3,830 426 3,830 3,794 (1%) Total 194,049 688,305 35,036 235 37,104 40,704 1.2%17 14 Calculated on pro-quota basis. 15 Values of appraisal, rents and ERV calculated on pro-quota basis. 16 Rents and surfaces considered 100%. 17 Not including Corso Como Place in the calculation as it is a property subject to redevelopment. 303 05 EPRA PERFORMANCE MEASURES Development portfolio date the capex of to rental / at of to area date of assets City NRA value Estimated regions completion owned usage to Status Expected Development refurbishment Cost development Breakdown lettable accordingly Breakdown lettable accordingly % completion Corso Offices: ca. January Capex Milan 23,579 35.7% 33,036 ~59,700 ~11,300 100% Milan Como Place 95% 2021 completing As of the date of this report, the property located in Milan, in the Porta Nuova district, is in the planning phase and the expected completion date is in January 2021. For this reason, the development part amounts to approximately 99% of the total project. The table below shows the data related to Corso Como Place asset on pro-quota basis (35.7%) from Porta Nuova Bonnet Fund’s Annual Report as of December 31st, 2020. Development / Net book value as of the Fair value as of the Last evaluation report ' Methods of accounting refurbishment assets report date date Corso Como Place 75,250 Fair value 75,250 December 31st, 2020 Please note that the associated in Porta Nuova Bonnet Fund (35.7%), for Euro 45,675 thousand, is recognised in the Company’s financial statements using the equity method. 304 ANNUAL REPORT 2020 Capital expenditure 2020 2019 Group Joint (excluding Joint Ventures Total Group Joint Ventures Total Group (pro-rate) ventures) Acquisitions - 128,976 - 128,976 Development - 7,366 - 9,129 Real estate investment 1,459 - 1,459 90 - 90 Rental area increase - Rental area non-increase 1,459 - 1,459 90 - 90 Tenant incentives - Other types of unallocated expenses - Capitalized interest (if applicable) - 526 - 439 Total Capex 1,459 7,892 9,351 129,066 9,568 138,634 Conversion from competence to cash - Total Capex cash 1,459 7,892 9,351 129,066 9,568 138,634 The acquisitions in 2020 are amounting to Euro 0, in 2019 were amounted to Euro 128,976 thousand, in particular: § Microsoft, amounting to Euro 81,468 thousand; § Philips, amounting to Euro 47,508 thousand. The value shown in the Joint Ventures column is referred to the Corso Como Place property’s capex, which in 2020 amounts to Euro 7,892 thousand, inclusive of the portion of capitalized interest. The value of the capex that are among the Real Estate Investments mainly includes the Microsoft costs for Euro 1,165 thousand and Sarca costs for Euro 186 thousand. The values inserted in “Real Estate Investment” and “Development” are located in Milan. 305 05 ANNEXES ANNEXES FFO RECONCILIATION (Thousand Euro) December 31st, 2020 December 31st, 2019 + Rent income 44,418 37,340 - Property expenses not recharged to tenants (4,074) (4,032) Net rents after incentives 40,344 33,308 + Other income (100) 10 - Other costs for raw materials and services (G&A) (6,934) (7,596) - Personnel costs (1,737) (2,071) - Other operating expenses (165) (197) +/- Adjustments 122 0 EBITDA 31,530 23,454 + Interest income 1,236 291 - Interest expenses (8,304) (9,677) FFO 24,462 14,069 + Non-recurring general expenses 957 3,874 - Non-recurring income (1,234) (309) Recurring FFO 24,185 17,633 General expenses and non-recurring revenues mainly relate to the costs incurred for the early closure of deductions and loans and revenues deriving from sales made during the period. 306 ANNUAL REPORT 2020 GLOSSARY Definition Accounting period means each successive period of 12 calendar months each of which starts Accounting Period on 1 January and ends at midnight on December 31st in each year. Asset Liabilities Management is the practice of managing risks stemming from mismatches ALM between assets and liabilities. The process is a mix between risk management and strategic planning. The agreement entered into on October 15th, 2015, by and between COIMA RES and COIMA Asset Management Agreement SGR and modified on November 15th, 2015. The revocation of the director in the presence of a serious, wilful or negligent non-fulfilment by the director himself of legal or statutory obligations which is also capable of irreparably Bad Leaver compromising the relationship of trust between the director and the Company and which does not therefore allow the continuation, even provisionally, of the administrative relationship. The property located in Milan, in via Bonnet, held through the Porta Nuova Bonnet investment Bonnet or Corso Como Place (35.7%). Break Option The right of the tenant to withdraw from the lease agreement. CBD Central Business District, which is the area where the prime office market is mainly located. CBRE CBRE Valuation S.p.A., with registered office in Milan, Via del Lauro, 5/6. CO - Investment 2SCS A subsidiary owned indirectly via MHREC Real Estate S.à.r.l., which owns 33.33% of the units. COIMA CORE FUND IV Fund in which the Company owns 100% of the shares. COIMA CORE FUND VI (ex “MHREC”) Fund of which the Company owns about 88.2% of the shares. COIMA CORE FUND VIII, set up in May 29th, 2019, of which the company owns 50% of the COIMA CORE FUND VIII capital stock. Fund of which COIMA CORE FUND VI acquired 88.8% of the shares on September 30th, COIMA OPPORTUNITY FUND I or COF I 2019. COIMA RES S.p.A. SIINQ I, Unlisted Real Estate Investment Company, of which COIMA COIMA RES SIINQ I RES owns 100% of the capital stock. COIMA RES S.p.A. SIIQ with registered office in Milan, Piazza Gae Aulenti n. 12, Milan COIMA RES SPA SIIQ Company Register and VAT no. 09126500967. COIMA S.r.l. COIMA S.r.l., with registered office in Milan, Piazza Gae Aulenti no.12. COIMA SGR COIMA SGR S.p.A., with registered office in Milan, Piazza Gae Aulenti no.12. Consortium Lorenteggio Village, established on January 25th, 2018, of which the Company Consortium Lorenteggio Village owns 34.6% of the shares. Consortium Porta Nuova Garibaldi Consortium Porta Nuova Garibaldi, of which the Company owns about 4%. The core assets are characterized mainly by high liquidity and low risk. This type of property Core is located in strategic areas and is intended to be held in the portfolio on a long-term basis so as to fortify the company’s risk-return profile. The core plus assets are similar to the core category, except that some investments may exhibit Core plus enhancement potential (such as partially vacant areas or tenancies with short term expiries). For this type of risk, the profile is considered medium-low. Coupon The value accrued on the Financial Instrument. Deruta is the property complex located in Milan, Via Deruta 19, acquired on January 16th, 2017, Deruta 19 or Deruta by COIMA RES SIINQ I. Deutsche Bank portfolio The bank branches within the COIMA CORE FUND IV Fund, leased to Deutsche Bank Earning per share Earnings per share is calculated as the ratio of earnings to the number of shares. Earnings before Interest, Taxes, Depreciation & Amortisation, is the most widely used measure of a company's operating performance as it isolates operating earnings, excluding the effects of EBITDA capital structure, taxes or depreciation regime. EBITDA is a proxy for the operating cash flow that the company is able to generate. 307 05 ANNEXES Calculated as administrative & operating costs (including & excluding costs of direct vacancy) EPRA Cost Ratio divided by gross rental income. Recurring earnings from core operational activities. EPRA Earnings is a key measure of a EPRA Earnings company’s operational performance and represents the net income generated from the operational activities. EPRA Net Initial Yield Calculated as Net Initial Rent divided by the gross market value of the property. Represents the shareholders’ value under a disposal scenario, where deferred tax, financial EPRA Net Disposal Value instruments and certain other adjustments are calculated to the full extent of their liability, including tax exposure not reflected in the balance sheet, net of any resulting tax. The objective of this measure is to highlight the value of net assets on a long-term basis. Assets and liabilities that are not expected to crystallise in normal circumstances such as the fair value movements on financial derivatives and deferred taxes on property valuation surpluses are EPRA Net Reinstatement Value therefore excluded. Since the aim of the metric is to also reflect what would be needed to recreate the company through the investment markets based on its current capital and financing structure, related costs such as real estate transfer taxes should be included Assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable EPRA Net Tangible Asset deferred tax. EPRA topped up Net Initial Yield Calculated as Net Stabilised Rent divided by the gross market value of the property. EPRA Vacancy Rate Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio. Feltrinelli Porta Volta Fund in which the Company indirectly owns about 83.5% of the shares. Funds From Operations calculated as Core Business EBITDA less net interest expense. The FFO FFO is the most used indicator to evaluate the performance of a REIT This refers to the property located in Via Melchiorre Gioia 22 in Milan, in the Porta Nuova Gioia 22 district, owned by the Porta Nuova Gioia Fund. Gioiaotto is the property located in Milan, in Melchiorre Gioia 6-8, held by the Fund CCFVI Gioiaotto (ex MHREC Fund). This refers to the hypotheses of: (i) failure to appoint the Director within the terms and conditions all provided for in the agreement stipulated and / or failure to confirm / ratify the same after the start of the negotiation of the Shares on the MTA; or (ii) termination of the office of Director on the occurrence of one of the hypotheses of termination of the Asset Management Agreement indicated in art. 5.3, points (i), (iii) and (iv) of this Asset Management Agreement; or (iii) failure to renew the office of Director for a further three years at the natural expiry of Good Leaver the first three-year term and, subsequently, at the natural expiry of the second three-year term; or (iv) non-acceptance by the Director of the proposal for the renewal of the appointment under conditions that are worse than those applied in the previous three years; or (v) revocation of the Director in the absence of a bad leaver hypothesis; (vi) resignation from office by the Director in the presence of a just cause for resignation; or (vii) death of the Director (in which case the compensation will be paid to the entitled persons). Good Secondary location High quality properties located in central or peripheral areas of primary cities. Gross Expected Stabilised Yield Calculated as Expected Gross Stabilised Rent divided by the gross market value of the property. The index is equal to the stabilized gross rent adjusted for incentives related to active Gross Expected Stabilised Rent management actions. Annualised rents being received as at a certain date considering lease incentives such as rent- Gross Initial Rent free periods, discounted rent periods and step rents. Gross Initial Yield Calculated as Gross Initial Rent divided by the gross market value of the property. Annualised rents being received as at a certain date adjusted for unexpired lease incentives. The Gross Stabilised Rent adjustment includes the annualised cash rent that will apply at the expiry of the lease incentive. Gross Stabilised Yield Calculated as Gross Stabilised Rent divided by the gross market value of the property. Infrastrutture Garibaldi - Repubblica Infrastrutture Garibaldi – Repubblica, of which the Company owns about 2%. Interest Coverage Ratios Ratio between the NOI and interest expense. Italian Copper Fund Fund in which COF I owns about 17% of the shares. Key managers Manfredi Catella, Matteo Ravà and Gabriele Bonfiglioli 308 ANNUAL REPORT 2020 LEED Certification Building efficiency certification issued by the U.S. Green Building Council. MHREC S.à.r.l. MHREC Real Estate S.à.r.l., subsidiary of COIMA CORE FUND VI (ex “MHREC”). Microsoft Microsoft is the building located in Milan, Viale Pasubio 21 owned by Feltrinelli Porta Volta. Monte Rosa is the property complex located in Milan, Via Monte Rosa 93, acquired on October Monte Rosa 24th, 2017 by COIMA RES. Corresponds to Expected Gross Stabilised Rent for the period less, service charge expenses and Net Expected Stabilised Rent other non-recoverable property operating expenses such as insurance, real estate taxes, marketing and other vacant property costs. Net Expected Stabilised Yield Calculated as Expected Net Stabilised Rent divided by the gross market value of the property. Corresponds to gross initial rent for the period less service charge expenses and other non- Net Initial Rent recoverable property operating expenses such as insurance, real estate taxes, marketing and other vacant property costs. Net Liquidity Net Liquidity or Net Financial Position is the effective Net Debt of the Company. Corresponds to Gross Stabilised Rent for the period less service charge expenses and other non- Net Stabilised Rent recoverable property operating expenses such as insurance, real estate taxes, marketing and other vacant property costs. Pavilion is the property complex located in Milan, Piazza Gae Aulenti 10, acquired on Pavilion November 23rd, 2018 by COIMA RES. Porta Nuova Bonnet Fund established on October 20th, 2016, of which COIMA RES owns 35.7%. The information presented on a “pro-quota” basis is calculated considering the effective Pro-quota ownership by COIMA RES of the different real estate assets, an approach similar to the proportional consolidation. Performance fee payable by COIMA RES to SGR, related to the Asset Management Promote Fee Agreement. Qatar Holding LLC, with headquarters in Doha, Qatar, Q-Tel Tower, PO Box 23224, authorized by the QFC Authority with license no. 00004, wholly owned by Qatar Investment Authority, a sovereign fund of the State of Qatar. Qatar Holding LLC carries out, in particular, support Qatar Holding activities to the Qatar Investment Authority with regard to the development, investment and management of the funds of the State of Qatar, though, in particular, the evaluation, sale and management of forms of investment of any kind nature, carrying out any functional activity for this purpose. Calculated as FFO adjusted to exclude non-recurring income and include non-recurring Recurring FFO expenses. Sarca (or Philips) Sarca is the building located in Milan, Viale Sarca 235 owned by COF I. Shareholder Return means, in respect of each Accounting Period, the sum of (a) the change in the EPRA NAV of the Company during such year less the net proceeds of any issues of ordinary Shareholder Return shares during such year; and (b) the total dividends (or any other form of remuneration or distribution to the shareholders) that are paid in such year. The amount in euros for which the Shareholders Return is higher than a level that would have Shareholder Return Outperformance produced a specific Shareholder Return. Unlisted real estate investment company regulated by article 1, paragraph 125 of the Finance SIINQ Act 2007. Listed real estate investment company regulated by article 1, paragraphs 119-141-bis of the SIIQ Finance Act 2007. This refers to the portfolio of five properties for technical use owned by the Italian Copper Telecom portfolio Fund. Tocqueville is the property located in Milan, Via A. Tocqueville, acquired on July 27th, 2018, Tocqueville by COIMA RES. It is the length of time the principal of a debt issue is expected to be outstanding. The average Weighted Average Debt Maturity life is an average period before a debt is repaid through amortisation or sinking fund payments. This type of investment includes properties undergoing complete redevelopment and renovation, usually vacant or with a high vacancy rate. Compared to the core category, value Value-add added properties are characterized by a medium-high risk profile and generate returns by relying on the growth in value of properties over time. 309 05 ANNEXES INDEPENDENT APPRAISERS’ REPORTS CERTIFICATE FOR FINANCIAL STATEMENT In respect of: Fair Value of the buildings belonging to Portfolio owned by COIMA RES SPA. SIIQ (This copy of this Certificate has been translated for information purposes only. In case of doubt or discrepancies the Italian version shall be read and it shall prevail) On behalf of: COIMA RES S.p.A. SIIQ Piazza Gae Aulenti, 12 20124 - Milano Date of Valuation: 31 December 2020 310 ANNUAL REPORT 2020 Legal Notice and Disclaimer This valuation report (the “Report”) has been prepared by CBRE Valuation S.p.A. (“CBRE”) exclusively for COIMA RES SPA SIIQ (the “Client”) in accordance with the terms of engagement entered into between CBRE and the client dated 11 June 2020 (“the Instruction”). The Report is confidential to the Client and any other Addressees named herein and the Client and the Addressees may not disclose the Report unless expressly permitted to do so under the Instruction. Where CBRE has expressly agreed (by way of a reliance letter) that persons other than the Client or the Addressees can rely upon the Report (a “Relying Party” or “Relying Parties”) then CBRE shall have no greater liability to any Relying Party than it would have if such party had been named as a joint client under the Instruction. CBRE’s maximum aggregate liability to the Client, Addressees and to any Relying Parties howsoever arising under, in connection with or pursuant to this Report and/or the Instruction together, whether in contract, tort, negligence or otherwise shall not exceed the lower of: (i) 25% of the value of the property to which the Instruction relates (as at the valuation date); or (ii) €10 million (10,000,000.00 Euro). Subject to the terms of the Instruction, CBRE shall not be liable for any indirect, special or consequential loss or damage howsoever caused, whether in contract, tort, negligence or otherwise, arising from or in connection with this Report. Nothing in this Report shall exclude liability which cannot be excluded by law. If you are neither the Client, an Addressee nor a Relying Party then you are viewing this Report on a non-reliance basis and for informational purposes only. You may not rely on the Report for any purpose whatsoever and CBRE shall not be liable for any loss or damage you may suffer (whether direct, indirect or consequential) as a result of unauthorised use of or reliance on this Report. CBRE gives no undertaking to provide any additional information or correct any inaccuracies in the Report. If another CBRE Group entity contributes to the preparation of the Report, that entity may co-sign the Report purely to confirm its role as contributor. The Client, Relying Party or any other Addressees named herein acknowledge that no duty of care, whether existing under the Instruction or under the Report, shall extend to such CBRE Group entity and the Client, Relying Party or any other Addressees named herein hereby waive any right or recourse against such CBRE Group entity whether arising in contract, tort, negligence or otherwise. CBRE shall remain solely liable to the client in accordance with the terms of the Instruction. None of the information in this Report constitutes advice as to the merits of entering into any form of transaction. If you do not understand this legal notice then it is recommended that you seek independent legal advice. C 311 05 ANNEXES COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 20-64VAL-0437 PIAZZA GAE AULENTI, 12 – 20124 MILANO (ITA) DATE OF VALUATION: 31 DECEMBER 2020 CONTENTS CERTIFICATE FOR FINANCIAL STATEMENT The property details and specific assumptions and findings, that are not expressly covered within the subject Valuation Report, on which each valuation is based are as set out in each property report. Property Reports have to be read in conjunction with the subject Valuation Report, certificate and the Terms of Reference and Basis of Value that is detailed within. 2 C CERTIFICATE FOR FINANCIAL STATEMENT 312 ANNUAL REPORT 2020 CERTIFICATE FOR FINANCIAL STATEMENT C 313 05 ANNEXES COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 20-64VAL-0437 PIAZZA GAE AULENTI, 12 – 20124 MILANO (ITA) DATE OF VALUATION: 31 DECEMBER 2020 CERTIFICATE FOR FINANCIAL STATEMENT Report Date 29 January 2021 Addressee (or Client) COIMA RES S.p.A. SIIQ Piazza Gae Aulenti, 12 20124 Milano (MI) – Italy For the attention of: Mr Emiliano Mancuso The Properties No. 3 real estate properties owned by COIMA RES S.p.A. SIIQ, as reported in the attached schedule. Property Description The portfolio includes 2 office properties and a building used as auditorium/event space; the assets are located in the central and semi-central area of Milano. For the details see the attached table. Ownership Purpose Investment Instruction To value the unencumbered Freehold interest in the Properties on the basis of Fair Value (corresponding to the Market Value in accordance with IFRS 13) as at the valuation date in accordance with the terms of engagement entered into between CBRE and the addressee dated 28 April 2020 (ref. Of. n.100/20) and accepted on 11 June 2020. Valuation Date 31 December 2020 Capacity of Valuer External Valuer, as defined in the current RICS Valuation. Purpose Financial document [to be included in the balance sheet of the company]. Fair Value Fair Value as at 31 December 2020: € 192,800,000.00 (Euro One Hundred Ninety-Two Million Eight Hundred Thousand/00) exclusive of V.A.T. Service Agreement Our opinion of value is based upon the Scope of Work and Valuation Assumptions attached. Market Conditions The outbreak of the Novel Coronavirus (COVID-19), declared by the World Health Organisation as a “Global Pandemic” on the 11th March 2020, continues to impact many aspects of daily life and the global economy – with some real estate markets having experienced lower levels of transactional activity and liquidity. Travel, movement and operational restrictions have been implemented by many countries. In some cases, “lockdowns” have been applied – in varying degrees – to reflect further ‘waves’ of COVID-19. While these may imply a new stage of the crisis, they are not unprecedented in the same way as the initial impact. 4 C CERTIFICATE FOR FINANCIAL STATEMENT 314 ANNUAL REPORT 2020 COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 20-64VAL-0437 PIAZZA GAE AULENTI, 12 – 20124 MILANO (ITA) DATE OF VALUATION: 31 DECEMBER 2020 The pandemic and the measures taken to tackle COVID-19 continue to affect economies and real estate markets globally. Nevertheless, as at the valuation date, property markets are mostly functioning again, with transaction volumes and other relevant evidence at levels where enough market evidence exists upon which to base opinions of value. Accordingly – and for the avoidance of doubt – our valuation is not reported as being subject to ‘material valuation uncertainty’, as defined by VPS 3 and VPGA 10 of the RICS Valuation – Global Standards. For the avoidance of doubt this explanatory note has been included to ensure transparency and to provide further insight as to the market context under which the valuation opinion was prepared. In recognition of the potential for market conditions to move rapidly in response to changes in the control or future spread of COVID-19, we highlight the importance of the valuation date. In Italy since the 23rd February 2020, the Government took immediate actions (ref. DPCM 23rd February 2020 and subsequent) to tackle the spread of Coronavirus, including home quarantine and other restrictions. The activities against the Italian Government's Coronavirus are resumed with new ordinances starting from the Prime Ministerial Decree (DPCM) dated October 18, 2020 (and subsequent). Special Assumptions None Compliance with The Valuation has been prepared in accordance with the RICS Valuation – Global Valuation Standards Standards 2017 which incorporate the International Valuation Standards [“the Red Book”]. We confirm that we have sufficient current local and national knowledge of the particular property market involved, and have the skills and understanding to undertake the Valuation competently. Where the knowledge and skill requirements of the Red Book have been met in aggregate by more than one valuer within CBRE, we confirm that a list of those valuers has been retained within the working papers, together with confirmation that each named valuer complies with the requirements of the Red Book. This Valuation is a professional opinion and is expressly not intended to serve as a warranty, assurance or guarantee of any particular value of the subject property. Other valuers may reach different conclusions as to the value of the subject property. This Valuation is for the sole purpose of providing the intended user with the Valuer’s independent professional opinion of the value of the subject property as at the Valuation date. Assumptions The Property details on which each Valuation are based are as set out in this report. We have made various assumptions as to tenure, letting, taxation, town planning, and the condition and repair of buildings and sites – including ground and groundwater contamination – as set out below. If any of the information or assumptions on which the Valuation is based are subsequently found to be incorrect, the Valuation figures may also be incorrect and should be reconsidered. 5 C CERTIFICATE FOR FINANCIAL STATEMENT 315 05 ANNEXES COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 20-64VAL-0437 PIAZZA GAE AULENTI, 12 – 20124 MILANO (ITA) DATE OF VALUATION: 31 DECEMBER 2020 Variation from Standard None. Assumptions Valuer The Properties have been valued by a valuer who is qualified for the purpose of the Valuation in accordance with the Red Book. Independence The total fees, including the fee for this assignment, earned by CBRE Valuation S.p.A. [or other companies forming part of the same group of companies in Italy] from the Addressee [or other companies forming part of the same group of companies] is less than 5.0% of the total Italy revenues. Previous Involvement & We confirm that we have previously valued on your behalf, until 31/12/2019, all Conflict of Interests properties on a half-yearly basis and that the present Instruction is a renewal of the previous engagement with you. We confirm that other CBRE business lines have not had any previous, nor current, material involvement with the Properties or the parties involved (the Client or the current Owner) and have no personal interest in the outcome of the valuation – nor are we aware of any conflicts of interest that would prevent us from exercising the required levels of independency and objectivity. Disclosure CBRE Valuation S.p.A. has carried out Valuation services only on behalf of the addressee for under 5 years. Reliance This report is for the use only of the following parties: (i) the addressee of the Report; and (ii) the Parties which have received the written consent by CBRE through a reliance letter; for the specific purpose set out herein and no responsibility is accepted to any third party for the whole or any part of its contents. 6 C CERTIFICATE FOR FINANCIAL STATEMENT 316 ANNUAL REPORT 2020 COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 20-64VAL-0437 PIAZZA GAE AULENTI, 12 – 20124 MILANO (ITA) DATE OF VALUATION: 31 DECEMBER 2020 Publication Neither the whole nor any part of our report nor any references thereto may be included in any published document, circular or statement nor published in any way without our prior written approval. Such publication of, or reference to this report will not be permitted unless it contains a sufficient contemporaneous reference to any departure from the Red Book or the incorporation of the special assumptions referred to herein. Yours faithfully Davide Cattarin Laura Mauri MRICS Managing Director Executive Director RICS Registered Valuer For and on behalf of CBRE Valuation S.p.A. For and on behalf of CBRE Valuation S.p.A. +39 02 9974 6933 +39 02 9974 6928 davide.cattarin@cbre.com laura.mauri@cbre.com CBRE Valuation S.p.A. Valuation Advisory Services Piazza degli Affari 2 20123 Milan Project reference: 20-64VAL-0437 7 C CERTIFICATE FOR FINANCIAL STATEMENT 317 05 ANNEXES COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 20-64VAL-0437 PIAZZA GAE AULENTI, 12 – 20124 MILANO (ITA) DATE OF VALUATION: 31 DECEMBER 2020 SCHEDULE OF VALUES TOWN ADDRESS USE FAIR VALUE 31.12.2020 Milano Via Monte Rosa, 93 Office 60.600.000 € Milano Via Tocqueville, 13 Office 59.500.000 € Milano Piazza Gae Aulenti, 10 Auditorium 72.700.000 € TOTAL 192.800.000 € Starting from the Fair Value, corresponding to the ‘Market Value’ in accordance with IFRS 13, the Client has requested to determine the relative transaction price. According to the International Valuation Standards (IVS) and the Red Book, the Market Value represents the figure that would appear in a hypothetical contract of sale, or equivalent legal document, at the valuation date (Red Book VPS4.4.1). Investors could require at the outset an indication of the purchase costs in order to figure out the total cost and appreciate the yield profile of the operation. Should details relative to the purchase modalities and an appropriate fiscal opinion not be present, the price stated in this report shall be considered just indicative. However, it should be noted that the determination of these costs, as % on the fair value, is not uniquely defined during the valuation, as it depends from a series of variables which cannot be standardized at the outset; the transaction costs change according to the purchaser (Italian Fund, Foreign Fund, private, etc..), building typology and acquisition typology (‘asset deal’ or ‘share deal’). Based on the information and benchmark received, we summarize below the acquisition costs and their % on the Market Value, according to the assumed real estate operation: SStamp Duty (% of the Fair Value) • 2% (in case of “asset deal” with Italian Fund) • 4% (in case of “asset deal” with Foreign Fund) • 0.14% (in case of “share deal”) • other (based on the scope) LLegal Fees (EDD, TDD, LDD, etc.) • 0.5% of the Fair Value (indicative but it could be higher) AAgent Fees (Broker) • between 0.5% and 1.0% of the Market Value (but it could be higher) RRegistration tax (sometimes considered, but negligible) • €200 (one-off). So, without precise indication of operation typology and without a fiscal opinion, it is impossible to define uniquely the transaction price. In summary, if we consider a transaction per ‘asset deal’, the purchase costs vary normally between 3.5% and 5.5% on the Fair Value (corresponding to the ‘Market Value’ in accordance with IFRS 13), without excluding cases which differ from this practice. It is clear that, without further details, it is necessary to refer to an hypothetic transaction where the involved subjects use all possible processes to minimize the fiscal impact on the final price: in this specific case of transactions where it is not possible to apply a ‘share deal’ model, this reflects a percentage of 3.5% (‘asset deal’). 9 C SCHEDULE OF VALUES 318 ANNUAL REPORT 2020 COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 20-64VAL-0437 PIAZZA GAE AULENTI, 12 – 20124 MILANO (ITA) DATE OF VALUATION: 31 DECEMBER 2020 In conclusion, assuming an ‘asset deal’ for the subject property, a transaction price would be equal to: ASSUMED TRANSACTION PRICE TOWN ADDRESS USE ("asset deal" ) Milano Via Monte Rosa, 93 Office 62.721.000 € Milano Via Tocqueville, 13 Office 61.583.000 € Milano Piazza Gae Aulenti, 10 Auditorium 75.245.000 € TOTAL 199.549.000 € 10 C SCHEDULE OF VALUES 319 05 ANNEXES COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 20-64VAL-0437 PIAZZA GAE AULENTI, 12 – 20124 MILANO (ITA) DATE OF VALUATION: 31 DECEMBER 2020 SOURCES OF INFORMATION AND SCOPE OF WORKS Sources of Information We have carried out our work based upon information supplied to us by the Client as set out within this report, which we have assumed to be correct and comprehensive. • Updated Rent roll; • Expected capex; • Costs to be paid by the Owner. The Property Our report contains a brief summary of the Property details on which our Valuation has been based. Inspection The Properties are subject to internal re-inspection on an annual basis. A schedule of the most recent inspection dates is maintained within our working papers and can be made available if required. Where the Properties have not been subject to re- inspection, you have confirmed that you are not aware of any material changes to the physical attributes of the Property, or the nature of its location, since the last inspection. We have assumed this advice to be correct. Areas We have not measured the Property but have relied upon the floor areas provided to us by the Client, as set out in this report], which we have assumed to be correct and comprehensive, and which you have advised us have been calculated using Italian market practice measurement methodology as set out below. In Italy the market practice uses the Gross Leasable Area [GLA]. The Gross Leasable Area [GLA] is defined as the total, typically un-weighted, amount of floor space, with the exception of parking areas, capable of producing income within a commercial property. It does not include portions that do not produce income for the Property owner. Therefore, areas such as the following are typically, but not always, excluded: vertical connections [stairwells, lifts and landings], technical spaces, shafts, common spaces [lobby, meeting rooms], etc. Should a building be let to a single tenant having exclusive use of the common areas or should the common areas of a multi-tenant property be particularly prestigious, for example, these areas may be included within the calculation of GLA. It is to note that parking areas, excluded from GLA, are included within the potential rent build- up of a property on a unitary basis [total number of covered and uncovered units].
Further information
Option to derogate (OPT OUT) the obligation to publish a document in the event of significant transactions Company's Board of Directors on September 14th, 2015 resolved to make use of the derogation provided for in Articles. 70, paragraph 8 and 71, paragraph 1-bis of Consob Regulation no. 11971/99. Definition of SMEs With reference to the definition of SMEs, in Article 1, paragraph 1, letter w-quater.1) of the TUF and Art.2-ter of Consob Issuers' Regulations, it should be noted that, at the date of these financial statements, the Company falls within this definition as it has a market capitalisation of less than Euro 500 million, as shown in the following table: Average market capitalization 2020 Average market capitalization 2019 Average market capitalization 2018 233,090,558 291,593,852 289,368,398 216 ANNUAL REPORT 2020 PROPOSAL OF APPROVAL OF THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR AS AT DECEMBER 31st, 2020 AND DISTRIBUTION OF DIVIDEND The financial statements as of December 31st, 2020, closed with a net profit of Euro 10,933,612, considering a negative adjustment of the fair value amounting to Euro 1,202,658 which allows to release the reserve previously accrued among the reserves not available. It is therefore suggested, in consideration of the regulatory obligation to distribute at least 70% of the net profit deriving from the real estate leasing activity: § to allocate Euro 1,202,658, related to the negative adjustment of the fair value, to reduce the valuation reserve; § to allocate Euro 1,304,302.60 to retained earnings; § to reclassify Euro 5,018,139.84 of IAS 40 valuation reserve subject to the unavailability system envisaged by Article 6 of Legislative Decree no. 38 of February 28th, 2005, increasing the reserve of retained earnings by the same amount. The amount of Euro 5,018,139.84 refers to the revaluations made in previous years of the Vodafone complex sold during 2019; § to distribute to the Shareholders a dividend of Euro 10,831,967.40 (Euro 0.30 per share), of which Euro 3,610,655.80 (Euro 0.10 per share) paid on November 18th, 2020 for each of the ordinary shares outstanding at the time of payment date. The proposed dividend includes an ordinary component of Euro 0.24 per share and an extraordinary component of Euro 0.06 per share related to 50% of capital gain realised, compared to the purchase cost and related ancillary charges, through the sale of Vodafone complex. Milan, February 25th, 2021 217 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 FINANCIAL STATEMENTS STATEMENT OF PROFIT/(LOSS) FOR THE YEAR December 31st, of which related December 31st, (in Euro) of which related Notes 2020 parties 2019 parties Income statements Rents 39 9,833,808 - 16,271,130 - Net real estate operating expenses 40 (1,082,170) (342,461) (1,637,457) (693,107) Net rents 8,751,638 (342,461) 14,633,673 (693,107) Income / (losses) from real estate disposals 41 - 3,561,868 - Net sales revenues - 3,561,868 - G&A expenses 42 (4,402,418) (1,935,356) (6,841,968) (3,930,908) Other operating expenses 43 (41,684) 122,000 (27,890) - Gross operating income 4,307,536 (2,155,817) 11,325,683 (4,624,015) Net depreciation 44 (17,955,369) (17,745,693) (647,469) (81,139) Net movement in fair value 45 (1,202,658) - 4,472,898 - Net operating income (14,850,491) (19,901,510) 15,151,112 (4,705,154) Income from investments 46 28,936,973 9,355,582 Financial income 47 1,160 - 530 - Financial expenses 47 (3,154,030) (7,903) (4,330,403) 2,470,246 Profit before taxes 10,933,612 9,027,560 20,176,821 7,120,674 Income taxes 48 - Profit 10,933,612 9,027,560 20,176,821 7,120,674 OTHER COMPREHENSIVE INCOME STATEMENT (in Euro) Notes December 31st, 2020 December 31st, 2019 Profit for the year 10,933,612 20,176,821 Other comprehensive income to be reclassified to profit of 57 374,580 the period in subsequent periods (544,923) Other comprehensive income not to be reclassified to - profit of the period in subsequent periods - Other comprehensive income 11,308,192 19,631,898 218 ANNUAL REPORT 2020 STATEMENT OF FINANCIAL POSITION December 31st, of which related December 31st, (in Euro) of which related Notes 2020 parties 2019 parties Assets Real estate investments 49 192,800,00 - 193,900,000 - Other tangible assets 50 950,846 690,440 1,061,256 770,994 Other intangible assets 50 255,558 - 185,580 - Investments in subsidiaries 51 267,785,848 - 285,450,315 - Investments in associated companies 52 24,732,731 - 19,518,446 - Non-current financial receivables 53 1,189,658 1,650,785 Derivatives 54 5,594 - 33,701 - Total non-current assets 487,720,235 1,880,098 501,800,083 2,421,779 Trade and other current receivables 55 9,515,734 4,566,630 10,542,188 5,520,261 Current financial receivables 53 490,923 490,899 Cash and cash equivalents 56 10,648,167 - 12,466,758 - Total current assets 20,654,824 5,057,553 23,499,845 6,011,160 Total assets 508,375,059 6,937,651 525,299,928 8,432,939 Liabilities Capital stock 14,482,292 - 14,482,292 - Share premium reserve 336,272,528 - 336,272,528 - Valuation reserve (1,428,453) - (1,676,529) - Interim dividend (3,610,656) - (3,610,656) - Other reserve 38,944,184 - 34,338,484 - Profit/ (loss) carried forward 7,175,447 - 2,309,789 - Profit/ (loss) for the year 10,933,612 - 20,176,821 - Shareholders’ equity 57 402,768,954 - 402,292,729 - Non-current bank borrowings 58 97,958,386 - 99,131,633 - Non-current financial liabilities 59 704,079 778,502 Payables for post-employment benefits 60 99,743 - 71,093 - Provision for risk and charges 61 391,021 372,803 Derivatives 62 1,530,587 - 1,747,198 - Trade and other non-current liabilities 63 1,032,325 876,000 1,141,210 998,000 Total non-current liabilities 101,716,141 1,971,100 103,242,439 2,149,304 Current bank borrowings 58 - 16,139,657 - Trade and other current liabilities 64 3,879,045 801,217 3,614,184 1,576,157 Current tax payables 10,919 - 10,919 - Total current liabilities 3,889,964 801,217 19,764,760 1,576,157 Total liabilities 105,606,105 2,772,317 123,007,199 3,725,461 Total liabilities and shareholders’ equity 508,375,059 2,772,317 525,299,928 3,725,461 219 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY for stock reserve reserves (loss) / forward Capital reserve (Interim dividend) Profit the equity (in Euro) premium (loss) year / Total Share Valuation Other carried Profit Shareholders’ Balance as of January 1st, 2019 14,450,800 335,549,475 (956,533) 4,692,979 2,091,782 36,889,839 392,718,342 Allocation of profit for the year - 25,869,732 218,007 (26,087,739) - Distribution of dividends 2018 10 - 3,600,700 - (10,802,100) (7,201,400) 2019 interim dividend - (3,610,656) - (3,610,656) Derivatives valuation - (719,996) 175,073 - (544,923) Capital increase 31,492 723,053 - 754,545 Profit /(loss) for the period - 20,176,821 Balance as of 14,482,292 336,272,528 (1,676,529) 30,727,828 December 31st, 2019 2,309,789 20,176,821 402,292,729 Allocation of profit for the - 4,479,196 4,865,658 (9,344,854) - year Distribution of dividends 2019 11 - 3,610,656 - (10,831,967) (7,221,311) 2020 interim dividend - (3,610,656) - (3,610,656) Derivatives valuation - 248,076 109,810 - 357,886 Actuarial profit reserve IAS - 16,694 - 16,694 19 Profit /(loss) for the period - 10,933,612 Balance as of December 31st, 2020 14,482,292 336,272,528 (1,428,453) 35,333,528 7,175,447 10,933,612 402,768,954 10 Not including the interim dividend on 2018 results amounting to Euro 3,601 thousand, paid in November 2018. 11 Not including the interim dividend on 2019 results amounting to Euro 3,611 thousand, paid in November 2019. 220 ANNUAL REPORT 2020 CASH FLOW STATEMENT (in Euro) Notes 2020 2019 Profit for the period before tax 10,933,612 20,176,821 Adjustments to reconcile the profit to net cash flow: Net depreciation 44 17,874,146 566,329 Severance pay 42 63,562 435,413 Net movement in fair value 45 1,202,658 (4,472,898) Financial income - Financial expenses 47 895,086 1,034,608 Net movement in fair value of financial instruments 43 (122,000) - Changes in working capital: (Increase) / decrease in trade and other current receivables 55 1,392,681 (2,473,303) (Increase) / decrease in trade payables and other current liabilities 64 131,163 (3,981,798) (Increase) / decrease in trade payables and other non-current liabilities 63 13,115 (147,655) Net cash flows generated (absorbed) from operating activities 32,384,023 11,137,517 Investment activities (Acquisition) / disposal of real estate investments 49 (102,658) (265,234) (Acquisition) / disposal of other tangible and intangible assets 50 (121,405) (147,017) Purchase of subsidiaries - (6,738,311) Purchase of associated companies 52 (5,214,285) (3,464,287) Net cash flow generated (absorbed) from investment activities (5,438,348) (10,614,849) Financing activities Shareholders’ equity contribution / (dividends paid) 57 (10,812,466) (10,812,056) (Acquisition) / closing of derivatives 62 (251,800) 70,000 Increase in bank borrowing and other non-current lenders - Repayment borrowing 58 (17,700,000) (5,947,000) Net cash flows generated (absorbed) from financing activities (28,764,266) (16,689,056) Net increase / (increase) in cash and cash equivalents (1,818,591) (16,166,388) Cash and cash equivalents at the beginning of the period 12,466,758 28,633,146 Cash and cash equivalents at the end of the period 10,648,167 12,466,758 221 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 NOTES TO THE FINANCIAL STATEMENTS Principles of preparation and changes in accounting standards Principles of preparation The financial statements as of December 31st, 2020 have been prepared in accordance with IAS/IFRS issued by the International Accounting Standards Board (IASB) and endorsed by the European Union. The financial statements have been prepared in accordance with the historical cost principle, except for investment property, financial instruments, derivative financial instruments, financial assets and contingent consideration which are recorded at fair value. The book value of assets and liabilities that are subject to fair value hedging transactions and which would otherwise be recorded at amortised cost is adjusted to take account of changes in fair value attributable to the hedged risks. The financial statements comprise the Balance Sheet, Income Statement, Statement of Comprehensive Income, Statement of Changes in Shareholders' Equity, Cash Flow Statement and Notes to the Financial Statements. In accordance with the provisions of Article 5, paragraph 2, of Legislative Decree no. 38 of February 28th, 2005, the financial statements are prepared using the euro as the functional currency. Unless otherwise specified, the amounts in the financial statements are stated in euros. The data contained in the notes to the financial statements are rounded off to ensure consistency with the amounts shown in the balance sheet and income statement. The financial statements provide comparative information referring to the previous year and have been prepared on a going concern basis, in accordance with the principle of accrual accounting, and in compliance with the principle of relevance, significance of information and the prevalence of substance over form. Offsets between assets and liabilities and between costs and revenues are made only if required or permitted by a standard or an interpretation thereof. The financial statements adopted are consistent with those required by IAS 1 - "Presentation of Financial Chap.5 Financial review (EPRA Performance Measures) The EPRA Performance Measures related to FY 2019 are shown in the section “Overview of the Consolidated Financial Results” and in chapter 5 “Financial Review”. 294 ANNUAL REPORT 2020 EPRA Earnings & Earnings per Share (EPS) EPRA Earnings & EPRA Earnings per Share (EPS) (in thousands Euro) Earnings per IFRS income statement 15,627 Adjustments to calculate EPRA Earnings, exclude: (i) Changes in value of investment properties, development properties held for investment and other interests 11,001 (ii) Profits or losses on disposal of investment properties, development properties held for investment and other interests 104 (iii) Profit or losses on sales of trading properties including impairment charges in respect of trading 73 properties (iv) Tax on profits or losses on disposals - (v) Negative goodwill/goodwill impairment - (vi) Changes in fair value of financial instruments and associated close-out costs 394 (vii) Acquisition costs on share deals and non-controlling joint venture interests - (viii) Deferred tax in respect of EPRA adjustments - (ix) Adjustments (i) to (viii) above in respect of joint ventures (unless already included under proportional consolidation) (8,225) (x) Non-controlling interests in respect of the above (1,423) EPRA Earnings 17,549 Basic number of shares 36,107 EPRA Earnings per Share (EPS) - (in Euro) 0.49 Details: (i) Net movement in fair value of real estate investment properties; (ii) Losses from disposal of Deutsche Bank branches; (iii) Net depreciations of trading properties; (vi) Anticipated closing costs of derivatives and financial debts; (ix) Value adjustment of the joint ventures; (x) Value adjustment of third parties. 295 05 EPRA PERFORMANCE MEASURES EPRA NAV (Net Asset Value) (EPRA NRV – EPRA NTA – EPRA NDV) EPRA Net EPRA NET ASSET VALUE METRICS Reinstatement Tangible
Precautionary statements
aimed at ensuring the health of workers in relation to the COVID-19 risk. The project was subsequently completed in the fourth quarter of 2020, with costs in line with the estimates made in the budget phase . The spaces have been handed over to Accenture and Bending Spoons tenants at the beginning of 2021 based on the preliminary lease agreements signed in 2019. 10 270 ANNUAL REPORT 2020 b) Financing operations The Board of Statutory Auditors represents how the directors give adequate information in the financial statements on the financial and debt situation of the Company . In this regard, it should be noted that, during the financial year Coima Res has repaid part of the outstanding loans for a total amount of about Euro 17.7 million (of which about Euro 10.1 million related to financing of Tocqueville and Monte Rosa real estates and about Euro 7.6 million related to financing of Deutsche Bank). This repayment was made using cash deriving from the sale of the related Deutsche Bank branches. c) Transactions with related parties In addition to what will be referred to in point 2) of this Report, the Board of Statutory Auditors deems it appropriate to report the following main transactions involving parties related to the Company. i) as of March 19th, 2020, the Board of Directors approved the signing of a new one Asset Management Agreement [also called “AMA”] between COIMA RES and COIMA SGR containing some changes compared to the previous agreement in place, including the extension of the first period and an improvement in the economic terms in favour of the Company. In particular, the Board of Directors of COIMA RES has approved the following changes: • reduction of the management fee to: (i) 80 bps, in face of the 110 bps previously provided , up to an amount of the total net value of real estate assets of Euro 1 billion; (ii) to 60 bps, in face of the 85 bps, over Euro 1 billion and (iii) up to Euro 1.5 billion and 55 bps in face of the 50 bps over the amount of Euro 1.5 billion; • extension of the deadline to January 1st, 2025 which will be renewed for a further five years, unless terminated by one of 11 271 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 the parties to be communicated to the other with a notice of at least 12 months, for the period from January 1st, 2020 to January 1st, 2025 ("First Period") and to subsequent five-year period ("Second Period"), or at least 18 months, as regards the five-year periods subsequent to the First Period and the Second Period; • elimination of the termination penalty in the event of withdrawal by the Company from the expiry of the Second Period (i.e., from January 1st, 2030) and on condition that the withdrawal is communicated by the Company with 18 months notice, with the simultaneous termination of the exclusivity clause starting from the receipt of the notice of withdrawal; ii) During December 2020 the Company, as provided by the master agreement with COIMA S.r.l., completed the annual review of the economic conditions of the contracts of property and development management. This process involved only the modification of the contractual duration of the master agreement, which was aligned with the expiry of the existing Asset Management contract with COIMA SGR, i.e., January 1st, 2025. § § § These transactions, constituting transactions with related parties of greater significance pursuant to Consob Regulation 17221/2010 and the Procedure for transactions with related parties of the Company, were approved by the Board of Directors with the favourable opinion of the Control and Risks Committee, in the capacity of Related Parties, on the interest of the Company as well as on the convenience and substantial correctness of the conditions of the transaction. 12 272 ANNUAL REPORT 2020 The Board of Statutory Auditors, for the profiles within its competence, followed the process that marked the process both for the redefinition with Coima SGR of the AMA and the relationship with Coima s.r.l., considering it adequate. d) Governance Regarding to Governance, the shareholders' meeting held on June 11th, 2020 stated that it had approved the appointment of the corporate bodies whose mandate had expired. The following have been appointed for the Board of Directors until the approval of the financial statements for the year ended December 31st, 2020: Feras Abdulaziz Al Naama, Manfredi Catella, Caio Massimo Capuano, Olivier Elamine, Luciano Gabriel, Alessandra Stabilini, Ariela Caglio, Antonella Centra and Paola Bruno, in compliance with the current legislation on gender balance. The Shareholders' Meeting in his ordinary session he confirmed Caio Massimo Capuano as Chairman of the Board of Directors and the Board of Directors of June 11th, 2020, has confirmed Manfredi Catella as CEO. The Board of Directors is composed, at the date of preparation of this report, of seven independent directors, in addition to the Chairman Massimo Caio Capuano, and a single executive director, in the person of the CEO Manfredi Catella. At the meeting of June 11th, 2020, the Board of Directors established the Remuneration Committee, the Control and Risks Committee, which also functions as a Related Parties Committee and the Investment Committee and appointed : • as members of the Remuneration Committee: Alessandra Stabilini, Independent Director, as Chairman, Olivier Elamine, Independent Director, and Caio Massimo Capuano, Non-Executive Director ; 13 273 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 • as members of the Control and Risk Committee, with functions also as committee for transactions with related parties, Alessandra Stabilini, Independent Director, as Chairman, and the Independent Directors Paola Bruno and Luciano Gabriel; • as members of the Manfredi Catella Investment Committee, as Chairman, Feras Abdulaziz Al-Naama and Luciano Gabriel, Independent Directors, as well as Gabriele Bonfiglioli as head of the Investment Management Area, Matteo Ravà as Head of the Asset Management Area and Michel Vauclair as a Real Estate expert external to the Company. The Board reports that, as reported in the Corporate Governance report, pursuant to the Asset Management Agreement, the SGR and the Company agreed on the partial secondment of some employees of the SGR, among whom Ravà and Bonfiglioli, to the Company to respectively carry out the position of Coordinator of the Markets and Investments Area, and the position of Coordinator of the Portfolio Area, both reporting directly to the CEO, Mr. Manfredi Catella. The Investment Committee is a partially internal board body of an advisory nature, with functions of support for investment and divestment decisions by the Board of Directors of the Company. e) SIIQ Regime The Company takes advantage of the benefit for the application of the SIIQ tax regime, subject to the condition that the company carried out via prevalent real estate lease activity, starting from the year ended December 31st, 2016. The special taxation regime provides that the income derived from the business of real estate lease is exempt from corporate income tax (IRES) and the regional tax on productive activities (IRAP) and the part of statutory profit corresponding to it is subject to taxation for shareholders in the distribution in the form of dividends, which may not be less than 70% of net profit . 14 274 ANNUAL REPORT 2020 § § § The Board of Statutory Auditors, on the based on the information acquired and in the light of verifications carried out, has no comments or comments to report on the specific point, in relation to compliance with the Law and Article of Association of the operations carried out by the Company. 2. Atypical and unusual intercompany, third and related party transactions During our supervisory activities, we do not encounter atypical or unusual transactions carried out between your Company and third parties . 2.1 Atypical and unusual related party transactions During our supervisory activities we did not notice atypical or unusual transactions carried out with related parties . 2.2 Atypical and unusual third- and related-party transactions During our supervisory activities we did not notice atypical or unusual transactions carried out with third and related parties . 2.3 Ordinary intercompany and related party transactions The Company, in compliance with the Related Parties Regulation No. 17221 approved by Consob with a resolution Dated March 12nd, 2010, as amended, as well as taking the indications and guidelines set forth in Consob Communication no. DEM / 10078683 of September 24th, 2010, adopted on May 13rd, 2016, with subsequent revisions during 2018, the "Related parties procedure" for the examination, management, approval and disclosure to the market of transactions with related parties. The Directors, in their report and in the notes to the financial statements, have provided adequate information about the 15 275 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 transactions carried out with related parties, to which reference is made. We report that these transactions are mainly related to ordinary business operations relating to the purchase of services included in the asset management agreement with COIMA SGR S.p.A. and in the agreement with COIMA S.r.l. for the supply by the latter of development & project management services, as well as property and facility management. We also report that have been entered into transactions with related parties that have generated interest income relating to dividends paid by funds invested by the Company during the year 2020. The Board of Statutory Auditors considers the procedures in compliance with the principles set out in the Consob Regulation and has attended, during the year 2020, all control and risk Committees’ meeting in which the operations were reviewed, ensuring compliance with the procedure adopted by the Company. Still on the subject of Related Party Transactions, the Board of Statutory Auditors reports that in implementation of the delegation contained in art. 2391-bis of the Italian Civil Code, CONSOB amended Regulation no. 17221 of March 12th, 2010 on related party transactions, which will come into force on July 1st, 2021. For the profiles within its competence and in agreement with the Control and Risks Committee, in its capacity as Committee for transactions with related parties, the Board will monitor the implementation of the procedural corpus by the Company. 16 276 ANNUAL REPORT 2020 3. Comments about any emphasis matter of Independent Auditors On March 19th, 2021, the auditing firm EY S.p.A. has issued its Opinion Reports on the separate and consolidated financial statements , pursuant to Art. 14 and 16 of Legislative Decree n.39/2010, without remarks or information references . At the same date, EY has also released its own report on the limited examination of the data and information contained in the Sustainability Section of the 2020 Annual Report, without remarks or requests for information. 4. Complaints ex art. 2408 of the Civil Code. During the year 2020, and up to the date of the Report, no complaints according to art. 2408 of the Civil Code are occurred. 5. Presentation of claims During the year 2020, and up to the date of the Report, no exposed to be reported to Shareholders’ meeting are occurred. 6. Supervisory and control activities performed by the Board of Statutory Auditors in relation to the tasks assigned to it as "Internal Control and Auditing Committee” Pursuant to art. 19, 1st paragraph, of Legislative Decree 39/2010 as amended by Legislative Decree 135/2016, as well as Regulation (EU) No. 537, the Board of Statutory Auditors, in its role of “Internal Control Committee and for the audit” [also “CCIRC”] conducted independent 17 277 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 assessments of the organizational arrangements aimed at fully implementing the regulatory provisions aimed, in particular, at strengthening the quality of the audit and the independence of the statutory auditors and auditing firms, to improve market and investor confidence in financial information. During the year, the CCIRC maintained a continuous interaction with the auditors, giving particular emphasis to maintaining the independence requirement, also through constant monitoring of the activities carried out by the auditor, with reference to both audit services (Audit Service) that other services (Non Audit Service), previously subjected to the assessments and the expression of an opinion by the CCIRC, in order to exclude, among these, the presence of the services considered prohibited by art. 5 of the aforementioned Regulation. During the 2020 financial year, in relation to the adequacy of the provision of services other than auditing to the audited entity, in accordance with Article 5 of the EU Regulation, the Board of Statutory Auditors has constantly verified and monitored independence of the Auditor, reserving the right to issue specific and specific opinions for any task entrusted and falling under the Non-Audit Service. In this regard, it should be noted that, also during 2020, the only assignment comparable to different office from audit was the preparation of a limited review on the accounting statements and on the Directors' report as of September 30th, 2020 in order to be able to submit the distribution of an interim dividend to the Board of Directors for approval and the limited examination of the "sustainability" section of the annual report, according to the criteria established by the international auditing standard ISAE 3000 (Revised). Please note that for the limited review of the accounting statements and the Directors' report as of September 30th, 2020, however not included among those services other than auditing expressly prohibited by art. 5, 18 278 ANNUAL REPORT 2020 paragraph 1, of EU Regulation 537/2014, the Board of Statutory Auditors, in its capacity as CCIRC, had already expressed its favourable opinion on June 13th, 2018 for the periods starting from September 30th, 2018 to September 30th, 2024, in accordance with the procedures provided by Consob with resolution no. 10867 of July 31, 1997 for the half-yearly report. Furthermore, on November 2nd, 2020, the Board of Statutory Auditors expressed its favourable opinion on the compatibility of the performance of a limited review of the "sustainability" section, for the years 2020-2024, contained in the annual report of Coima Res by EY S.p.A. with compliance with the independence requirements applicable to the auditing firm. With regard, however, to the auditing activity, the Board, during the numerous meetings held with the Auditor EY: a) has acquired information on the audits carried out by the auditing firm, on the regular keeping of the company accounts and on the correct reporting of operating events in the accounting record; b) received from the Independent Auditor, pursuant to art. 11 of EU Regulation no. 537/2014, the additional report for the Internal Control and Auditing Committee, from which: i) there are no significant deficiencies in the internal control system in relation to the financial reporting process and / or accounting system, such as to be considered sufficiently relevant to deserve to be brought to the attention of the CCIRC; ii) no significant issues have been identified regarding situations of actual or presumed non-compliance with laws and regulations or with statutory provisions; iii) there has been no limitation to the process of obtaining audit evidence; iv) no significant aspects related to transactions with the related parties of the company have 19 279 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 emerged, such as to be communicated to the heads of governance activities. c) received from the same company, pursuant to art. 6, paragraph 2, letter a) of EU Regulation 537/2014 and pursuant to paragraph 17 of ISA Italia 260, its independence confirmation . Furthermore, the Board of Statutory Auditors examined the reports prepared by the Independent auditor EY S.p.A. and issued on March 19th, 2021 whose activity integrates the general framework of the control functions established by the law regarding the financial reporting process. With regard to the opinions and certifications, the Independent Auditors, in the Report on the financial statements, have: – issued an opinion stating that the financial statements of COIMA RES give a true and fair view of the financial position of the Company as at December 31st, 2020, of its financial performance and its cash flows for the year then ended in accordance with the International Financial Reporting Standards as adopted by the European Union, as well as with the provisions issued pursuant to art. 9 of Legislative Decree no. 38/05; – issued an opinion on the consistency, which shows that the Business Reports attached to the financial statements for the year ended December 31st, 2020 and some specific information given in the "Corporate Governance and the Company’s Ownership Structures Report" provided for by art. 123-bis, paragraph 4 of the TUF, which is the responsibility of the directors of the Company, are prepared in compliance with the law ; – declared, as for any significant mistakes in the Directors’ Report, based on the knowledge and understanding of the company and 20 280 ANNUAL REPORT 2020 the relative context acquired during the audit, to have nothing to report . The Board of Statutory Auditors has stated that the Independent Auditor, in accordance with art. 10 paragraph 2 letter c) of EU Regulation 537/2014, described the paragraph "Significant matters emerging from the audit" of its Additional Report, the most significant assessed risks of relevant errors, including the assessed risks of relevant errors due to fraud. As for the identification of the Key Matters, it is noted that the same only concern the valuation at fair value of the real estate portfolio. In this regard, the Board of Statutory Auditors has been able to examine the audit procedures in response to the Key Matters, agreeing with the audit aimed at mitigating any risks deriving from the aspects considered significant. The Statutory Auditor also issued the "Report of the independent auditing company on the data and information contained in the 2020 Annual Report referred to in the paragraph" GRI Information "in relation to the Sustainability Section attached to the 2020 Annual Report. In its Report, the Auditing Company stated that, on the basis of the work done, no elements have come to the attention of the auditors that suggest that the Sustainability Section of Coima Res S.p.A. SIIQ relating to the year ended as of December 31st, 2020 has not been drawn up, in all significant aspects, in accordance with the requirements of the GRI Standards as described in the "Methodological note" paragraph of the Sustainability Section. 21 281 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 7. Supervisory activities on the independence of external auditors As said before, the Board of Statutory Auditors examined the report on the independence of the external auditor, issued on March 19th, 2021, pursuant to art. 6, paragraph 2, letter a) of the EU Regulation 537/2014, and pursuant to paragraph 17 of ISA Italia 260, that does not highlight situations which might have compromised the independence or causes of incompatibility, pursuant to art. 10 and 17 of Legislative Decree no. 39/2010 and art. 4 and 5 of EU Regulation 537/2014. The table below, drawn up pursuant to art. 149-duodecies of the CONSOB Issuers Regulation (resolution No. 11971 of May 14th, 1999 and subsequent amendments and additions), shows the fees relating to 2020 for auditing and other services provided by the auditing firm and by companies belonging to its network. (thousand Euro) Addressee Firm Fee Legal review (*) Parent company EY S.p.A. 188 Legal review (**) Subsidiaries EY S.p.A. 14 Review of sustainability report data Parent company EY S.p.A. 16 Total 218 (*) These fees refer to the statutory audit of the consolidated financial statements, the separate financial statements and the half-yearly consolidated financial statements of COIMA RES SIIQ and the limited review of the accounting prospectus as of September 30th, 2020, aimed at issuing the opinion for the distribution of the interim dividend of COIMA RES SIIQ pursuant to Article 2433 bis of the Civil Code. The amount includes the fees (expenses included) of Euro 177 thousand and the CONSOB contribution, estimated by the Company for Euro 11 thousand. (**) These fees refer to the statutory audit of the financial statements of COIMA RES SIINQ I (expenses included). The fees for the Parent Company's statutory audit relate to the limited review of the Consolidated Half-Year Financial Statements as of June 30th, 2020, the statutory audit of the Separate and Consolidated Annual Financial Statements as of December 31st, 2020 and the limited review of the Financial Statements as of September 30th, 2020 to issue the opinion 22 282 ANNUAL REPORT 2020 on the distribution of interim dividends pursuant to art. 2433 bis paragraph 5 of the Civil Code . As for the amounts paid to the auditing firm, the Board of Statutory Auditors, considering what has already been reported, notes that they are only related to auditing services, therefore it is not necessary to carry out further assessments on the potential risks of independence of the external auditor and of the safeguards applied pursuant to art. 22b of Directive 2006/43 / EC. In view of the foregoing, as for the appointments assigned to EY and its network by COIMA RES and the companies of the Group, the Board of Statutory Auditors does not consider any critical issues regarding the independence of the Auditor. 8. Supervisory activities on the administrative accounting and financial reporting process The art. 19 of Legislative Decree No. 39/2010, in its new formulation, establishes that the CCIRC is responsible for monitoring the financial reporting process and presenting recommendations or proposals aimed to guarantee its integrity . Therefore, during the year the Board of Statutory Auditors monitored the activities carried out by the Function of the Manager responsible for preparing the Company's financial reports, with which he held periodic meetings. The Board also examined the reference model and its basic assumption is the definition of a specific control framework which, in order to ensure correct mitigation of the risks of incorrect financial reporting, is based on principles and guidelines defined by the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the 23 283 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 Treadway Commission (known as CoSO) and the Control Objectives for Information and related Technology (known as CobiT), considered internationally accepted reference models. The Board of Statutory Auditors, in this regard, was able to verify the outcome of the checks carried out, from which, in the various areas, a situation in which it is supervised emerges, not recognizing any critical issues or deficiencies such as to invalidate the judgment of adequacy and effective application of the administrative accounting procedures . Then, the Board examined the structure and content of the periodic reports, prepared by the Manager Responsible for the Half-Year Report and the Financial Statements, noting that the activities conducted to assess the adequacy and effective application of the processes and functional procedures to the financial information of COIMA RES, have enabled to support adequately the certification required to the Chief Executive Officer and the Company's Manager Responsible pursuant to art. 154 bis of Legislative Decree 58/98 (Consolidated Law on Finance, hereinafter "TUF”). In this regard, the Board of Statutory Auditors did not find evidence of criticality or weaknesses that could undermine the adequacy and effective application of the administrative accounting procedures, and, for their part, the heads of the Independent Auditors, in the periodic meetings with the Board of Statutory Auditors, they did not report elements that could undermine the internal control system related to the same procedures . 9. Opinion issued pursuant to Law The Board of Statutory Auditors, as mentioned above, on November 2nd, 2020, issued a favourable opinion regarding the assignment of the appointment to EY S.p.A. to prepare a limited review of the sustainability 24 284 ANNUAL REPORT 2020 section of COIMA RES S.p.A. SIIQ for the financial year from 2020 to 2024 prepared in accordance with the procedures set out in the Global Reporting Initiative Sustainability Reporting Standards (GRI Standards ). 10. Frequency of Board of Directors’ and Board of Statutory Auditors’ meeting During the year 2020, the Board of Statutory Auditors held no. 14 meetings of which no. 3 with the independent auditor and/or with the control functions; it also attended no. 11 Board of Directors’ meeting , to no. 8 Control and Risk Committee’s meeting , to no 5 Compensation Committee’s meetings and the only Shareholders’ meeting held during the year. During the year 2021, the Board also met the Independent Auditor in a preparatory meeting to finalize the reports attached to the financial statements . 11. Comments on compliance with principles of proper administration The Board of Statutory Auditors monitored, for all aspects falling within its competence, compliance with the principles of proper administration. The activity of the Board of Statutory Auditors has been addressed to review the legitimacy of Directors’ decisions and their compliance, in the process of their formation, with criteria of equity and financial economic rationality, according to the technique and practice suggested by the best doctrine and best company practices. The Company is, in the opinion of the Board of Statutory Auditors, managed in compliance with the Law and the Articles of Association rules. 25 285 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 The structure of powers and delegated powers - as designated - appear adequate for the size and operation of the Company. In particular, also about the Board of Directors resolution process, the Board of Statutory Auditors assessed, even attending at the meetings, the compliance with the Law and the Articles of Association of decisions taken by Directors and verified that the resolutions were assisted by specific analyses and opinions prepared - if necessary - also by consultants, regarding economic and financial fairness of transactions and their compliance with corporate interests. This activity of the Board of Statutory Auditors took place without merit control on the opportunity and convenience of management decisions. There were no comments on compliance with the principles of proper administration. 12. Comments on the adequacy of the organizational structure The Board of Statutory Auditors supervised, to the extent of its competence, the adequacy of the Company's organizational structure, through direct observations, hearings, gathering information from the competent corporate functions and meetings with the heads of control functions. Considering the specific model adopted, which provides Coima SGR as outsourcer which numerous management activities are delegated, regulated by an “Asset Management Agreement”, the Board of Statutory Auditors has monitored the suitability of the information flow structure to ensure adequate representation of business matters. As a whole, our reliability evaluation of the organizational structure is that this is substantially adequate, needing a constant monitoring of the effectiveness of the interaction between the two companies during the year. 26 286 ANNUAL REPORT 2020 13. Comments on the adequacy of the internal control system Coima Res has set up its own internal control system to maintain, in line with the current legal and regulatory provisions: i) strategic control over the different areas of business in which the Company operates and the different risks related to activities; ii) a management control to ensure the balance between economic, financial and capital conditions; iii) technical- operational control aimed at evaluating the various risks . The Board of Statutory Auditors examined the adequacy of the internal control system directly through meetings with the heads of the various business areas, through an ongoing dialogue with the Control Functions and attending the meetings of Control and Risk Committee, regular meetings with the Director responsible for the internal control system and management of risks, the Manager responsible for preparing the Company’s financial reports and the Independent Auditors, verifying that the system did not highlight significant problems or facts or elements that should be reported here. The Board of Statutory Auditors, as part of the tasks assigned, followed, also, the various activities performed and was informed on the implementation of business plans and results achieved, including coordination effectiveness of the activities and information flows between the various parties involved. With regard to the safeguards put in place by the Company to face the risks to which it is exposed, the Board of Statutory Auditors has acknowledged as Coima Res, also through the establishment of specific control functions, such as: the Risk Management Function, the Function Compliance and the Internal Audit Function - the latter merged with each other - have adopted adequate risk management and control organizational requirements aimed at ensuring management based on the efficiency and effectiveness of company processes, and guaranteeing 27 287 05 SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 reliability, accuracy, reliability and timeliness of financial information as well as the safeguarding of corporate assets, compliance with laws and regulations, the articles of association and internal procedures. The Company has also adopted a regulation on internal control and risk management, based on a traditional model with three levels of control : • “line" controls (or "first level"), carried out by the operational units, aimed at ensuring the proper performance of operations ; • "second level" controls, carried out by Risk Management Function and the legal department, as well as the Compliance function, with the objective of ensuring, inter alia: i) the proper implementation of the risk management process; ii) compliance with the operational limits in place for the various functions; iii) compliance with rules, including self-regulation, of company's operations; • “third level" controls, responsibility of Internal Audit function, to identify violations of procedures and regulations as well as to periodically assess completeness, adequacy, functionality (in terms of efficiency and effectiveness) and reliability of the internal control system and information system (ICT audit). As for the organizational controls, the Board of Statutory Auditors also took note of how the Company intends to regulate in a rigorous way the procedures for carrying out its activities, by establishing, within the definition of the strategic, industrial and financial plans, a specific statutory provision in terms of risk-taking. In details: a) investment in a single property with urban and functional characteristics should be limited to a maximum amount equal to 40% of the total value of the Company's most recently approved financial