Annual Report 2021

Notes to the company financial statements

In thousands of euros

Non-current assets

Intangible fixed assets (1)

The intangible fixed assets relate to purchased software. The goodwill relates to the equity interest in Prikkl BV which was acquired in 2021.

Property, plant and equipment (2)

Property, plant and equipment comprises the furniture and fittings and data processing equipment. Movement in these items was as follows.

The investments in 2021 with regard to furniture and fittings mainly relate to the renovations in the new rental property Edge West. In addition, investments have been made for renovations in Heerlen.

Financial non-current assets (3)

Financial non-current assets concern equity interests in associates, active deferred taxation and loans granted. Movement in these items was as follows.

The closing balance includes an active deferred tax asset of € 6.4 million (2020: € 7.0 million) and a loan granted of € 2.4 million (2020: € 3.0 million). In 2021, APG Group NV acquired an equity interest in Prikkl BV, aimed at gaining more control over the financial fitness of the Dutch people through accessible and affordable coaching and advice. APG Group does not have dominant control over this equity interest but does have significance influence exists over this equity interest. Hence this equity interest is valued at net asset value. Based on an analysis of the recoverable amount, based on the indirect realizable value, an impairment has been applied to the equity interests. In addition, a capital contribution in subsidiary APG DWS en Fondsenbedrijf was made in 2021 of € 33.0 million. In addition a capital contribution has been applied of € 0.3 million in Campus Management & Development BV.

Current assets

The receivables, prepayments, and accrued income predominantly consist of receivables on group companies and prepaid amounts.  In the receivables an amount of € 3.4 million has a term of more than one year. No security has been provided and no interest was received on the receivables.

The cash & cash equivalents are at free disposal of the company.

Equity (6)

Paid-up and called-up share capital
In 2020, a reduction in the issued capital took place, with the nominal value has been reduced from € 1.00 per share to € 0.50 per share and the paid-up and called-up capital has been reduced by € 352.6 million in favor of the share premium. The deposited and
called-up capital, after reduction of the nominal value, concerns the issued capital at incorporation, consisting of 650,000,000 ordinary shares with a nominal value of € 0.50 and 55,297,170 ordinary shares of € 0.50 were issued in 2011 upon the acquisition of the minority interests in APG DWS en Fondsenbedrijf NV (formerly APG Algemene Pensioen Groep NV) and Loyalis NV.

Share premium
The share premium paid upon incorporation, as well as the share premium paid as a result of capital contributions and withdrawals, the contribution of a subsidiary at fair value as well as share premium from the conversion of loans from shareholders into equity capital in the context of the recapitalization of APG Group, were included as share contribution in previous years.

Legal and other reserves 
The legal and other reserves include direct changes in equity related to the development of the legal reserve for currency translation differences of € 1.7 million. The reserve for currency translation differences amounted to € 3.6 million at year-end 2021 (2020: € 1.9 million) and is included in respect of the foreign participating interests. 

Undistributed result for the financial year
This comprises the result for the year under review.

Share premium, other reserves and the undivided result for the financial year can, in principle, be freely disposed of. The stipulations from regulators for group companies can result in restrictions on the extent to which the company’s equity capital or APG Group’s equity capital may be distributed. These stipulations may require that the equity capital of group companies be at a certain level. APG Group takes the stipulations from regulators into account in determining the potential for paying a dividend.

Proposed appropriation of profit

In accordance with the policy adopted, a proposal will be submitted to the General Meeting of Shareholders that a dividend in the amount of € 120.0 million be distributed: € 77.8 million from the net result and the remaining amount of € 42.2 million from freely distributable reserves.

Provisions (7)

Of the total amount, € 2.9 million (2020: € 7.4 million) is expected to have a term of more than five years. € 8.1 million is expected to be settled in 2022 (2020: € 4.8 million). The addition mainly relates to the onerous rental contract of € 6.1 million for the office building which is no longer in use for business activities. The rental contract became loss-making in 2021 due to changes in market conditions, as a result of which it is expected to take longer to sublet the property. In 2021, a change in estimate took place on the provision for service anniversaries due to a revision in the parameters and methodology used. As a result of this change in estimate, the result in 2021 is approximately € 1.1 million higher than based on the accounting policies applied in the previous year. This includes the accrual of new rights and the release from expired rights.

Non-current liabilities (8)

At year-end 2021, no liabilities to related parties exist. The liabilities to a group company at year-end 2020 of € 2.5 million have been settled with an internal current account position. € 10.9 million of the closing balance has a longer term to maturity than five years (2020: € 10.9 million). The interest rate is 7.25 percent per year (2020: 7.25 percent per year). No securities have been provided. The fair value of the long-term liabilities to third parties amounts to € 23.8 million (2020: € 25.6 million).

Current liabilities and accruals (10)

With regard to the debts to group companies, there are no interest obligations nor securities. € 6.4 million of the current liabilities has a term of more than 1 year (2020: € 1.5 million).

Off-balance sheet liabilities and assets

At balance sheet date, liabilities under current rental agreements in an amount of € 232.6 million were outstanding (2020: € 158.6 million), of which € 14.4 million was due within one year (2020: € 16.5 million), € 58.5 million at between one and five years (2020: € 70.0 million) and € 159.7 million at more than five years (2020: € 72.1 million). Rental costs of € 22.8 million were recognized in the reporting year (2020: € 14.7 million).

Liabilities in respect of long-term car leases total € 6.6 million (2020: €7.8 million), of which € 2.7 million due within one year of the end of the financial year (2020: € 3.1 million) and € 3.9 million at between one and five years (2020: € 4.7 million). There are no liabilities due beyond five years. In the reporting year € 3.0 million of leasing costs inclusive fuel costs were recognized (2020: € 3.7 million). The leasing liability is detemined exclusive the fuel advance.

Liabilities in respect of maintenance and other contracts amounted to €26.6 million (2020: € 18.6 million) of which € 9.3 million (2020: € 6.9 million) due within one year of the end of the financial year and € 17.3 million (2020: € 11.7 million) due at between one and five years. There are no liabilities due beyond five years.

At the end of the reporting year the group assumed investment commitments in respect of data processing equipment and software for € 11.0 million (2020: € 10.7 million).

In 2018, APG Group entered into a long-term contract for the purchase of professional services, ensuing from the sale of Inovita BV. Liabilities in connection with this contract amounted to € 0.7 million (2020: € 1.6 million), of which € 0.7 million (2020: € 1.0 million) due within one year of the end of the financial year and € 0.0 million (2020: € 0.6 million) at between one and five years. Minimum purchasing volumes were agreed in the contract. If the actual purchase volumes realized are lower than the minimum volume applicable at that time, APG Group is required to pay 30 percent of the difference.

Liabilities in respect of derivatives contracted to hedge the financing of foreign subsidiaries amounted at balance sheet date to € 149.1 million (2020: € 126.6 million). The fair value of these derivatives at balance sheet date amounted to a positive € 2.9 million (2020: € 4.7 million negative). The liabilities have a term of less than one year. The contract conditions include the exchange of collateral to hedge the settlement risk. The contract terms include the exchange of collateral to cover the settlement risk. Directly related agreements between APG Groep NV and APS Asset Management NV have been formalized by means of back-to-back agreements.

Related party transactions
APG Group passes on costs to its subsidiaries APG Asset Management and APG DWS en Fondsenbedrijf. No profit mark-up is made on this allocation of costs, since these entities belong to the same tax group. The total amount passed on by APG Group in the year was € 161.3 million.

Liability statements
The company has issued liability statements for a number of subsidiaries included in the consolidation, as referred to in Articles 2,403 and 2.408 of the Dutch Civil Code The liability statements concern APG DWS en Fondsenbedrijf NV.

Liability of a tax group
There are tax groups in APG Group, specifically for corporate income tax and VAT. Within a tax group, the individual companies bear joint and several liability for each other's tax liabilities. Taxes are attributed to each company according to each company’s share in the total tax as if the companies were independently liable for the tax. This means that each subsidiary will reimburse the parent company for its share in the tax owed in proportion to each party’s taxable profit before the application of the loss set-off rules as stipulated in the Corporation Tax Act.

Number of employees
In 2021 APG Groep NV employed an average of 685 people (2020: 678), all in the Netherlands. 

Directors’ remuneration
For a description of the remuneration of Executive Board members, please refer to the consolidated balance sheet.

List of equity interests

In 2021, APG Service Partners BV was merged with APG DWS en Fondsenbedrijf NV and APG Groep NV has acquired an interest in Prikkl BV. APG Groep NV has the following equities interests:

Amsterdam/Heerlen, March 8, 2022 

Supervisory Board
Pieter Jongstra, chairman

Dick van Well, vice-chairman

José Meijer

Sarah Russell

Claudia Zuiderwijk

Executive Board
Annette Mosman, chairman

Jan Nijland a.i.

Francine Roelofsen - van Dierendonck

Ronald Wuijster