Aroundtown SA
Annual Accounts
For the year ended December 31, 2025
(with the report of the Réviseur d'Entreprises agréé thereon)
Registered address:
37, Boulevard Joseph II
L-1840 Luxembourg
________________________
RCS Luxembourg:
B217868
Share Capital: EUR 15,370,256
Table of contents
Pages
Management Report
1-14
Report of the Réviseur d´Entreprises Agréé
15-19
Balance Sheet
20-24
Profit and Loss account
25-26
Notes to the Annual Accounts
27-
62
1
MANAGEMENT REPORT
The management of Aroundtown SA (the “Company”, “Aroundtown” or “AT”, and together with its
investees, “Aroundtown Group” or “the Group”) presents the Company’s Annual Accounts for the year
ended December 31, 2025.
Aroundtown SA is a real estate company with a focus on
income generating quality properties with value-
add potential
in central locations in top tier European cities primarily in
Germany, the
Netherlands and
London. Aroundtown invests
in commercial and residential real estate which benefits from
strong
fundamentals and growth prospects. Aroundtown
invests in residential real estate primarily through its
subsidiary Grand City Properties S.A. (“GCP”), a publicly
traded real estate company that focuses
predominantly on
the German residential real estate market, as well as on the
London residential market.
The Group’s unique business model and experienced
management team have led the Group to grow since
2004,
navigating successfully through all economic cycles.
CAPITAL MARKET,
DEVELOPMENTS AND PERFORMANCE
The Company continued its active debt management using sales proceeds from its subsidiaries and
redeemed EUR 2.4 billion nominal value of its various straight bond series with contractual maturities
between 2026 – 2031, as well as the contractual redemption of 2025 bonds, presenting a solid debt maturity
prolongation (see note 11
of the Annual Accounts).
In October and November 2025, a subsidiary of the Company also issued EUR 0.7 billion perpetual notes.
Following this issuance, the Company announced the results of a tender offer for certain notes of the Group:
acceptance of ca. EUR 1.0 billion in aggregate nominal value of five outstanding perpetual notes (including
ca. EUR 0.9 billion in aggregate nominal value of three outstanding perpetual notes issued by the
Company's wholly owned subsidiaries). For more information, see note 11 of the Annual Accounts.
Additionally, the Company successfully placed an aggregate nominal value of EUR 3.0 billion across five
new straight bond series
)
series 41 to 45), with a weighted average contractual maturity of 4.5 years and a
weighted average interest rate of
3.21
% p.a.. Moreover, as at December 31, 2025, the Company had
undrawn revolving credit facilities totaling approximately EUR 0.7 billion, ensuring accessible additional
liquidity.
For further information on bonds and perpetual notes’ issuance, buybacks, tender offers, and redemptions
after the reporting period, see note 25 of the Annual Accounts.
Profit for the year amounted to EUR 115.0 million and the total equity of the Company amounted to EUR
5.5 billion as at December 31, 2025.
FINANCIAL RISK MANAGEMENT
The Company is exposed to liquidity, operating and other risks. For more information, see note 24 of the
Annual Accounts.
OWN SHARES
The Company did not acquire any own shares in 2025. As at December 31, 2025, it directly held 32,287,892
own shares as well as an additional 410,743,306 own shares through its subsidiaries. There was no change
in the own shares held by the Company during 2025. For more information, see notes 7 and 10 of the Annual
Accounts. After the reporting period the Company launched share buyback program, for more information
see note 25 to the Annual Accounts.
2
MANAGEMENT REPORT
(continued)
COMPANY’S SHARES
During the reporting period there was no issuance of new ordinary shares.
After the reporting period the Company published an offer to the GCP shareholders to exchange up to
47,451,773 GCP shares, representing up to approximately 26.9% of GCP’s total share capital, into
Company’s shares in a ratio of 4 company shares for 1 GCP share, for more information see note 25 to the
Annual Accounts.
CAPITAL STRUCTURE
The Company’s ordinary shares are listed on the Frankfurt Stock Exchange – Prime Standard and included
in the MDAX index of the Deutsche Börse (symbol: AT1). The Company also has perpetual notes and
senior straight bonds listed on the Irish Stock Exchange (in particular its EMTN Programme), Luxembourg
Stock Exchange and Frankfurt Stock Exchange. There are no restrictions on the transfer of the Company’s
traded securities.
LIKELY FUTURE DEVELOPMENTS
The Company raises capital and borrowings mainly through its EMTN Programme to fund the acquisition
and development of the underlying property portfolio held by the Company through its subsidiaries.
On April 29, 2025, Standard and Poor’s Global Ratings (S&P) announced its decision to downgrade
Aroundtown’s credit rating by one notch from BBB+ (negative outlook) to BBB (stable outlook). The
updated rating of BBB also applies to Company’s senior unsecured debt. S&P affirmed the rating at BBB
(stable outlook) in December 2025. The Group’s subordinated perpetual notes’ rating has been consequently
updated from BBB- to BB+.
ACTIVITIES IN THE FIELD OF RESEARCH AND DEVELOPMENT
Due to the nature of its business, the Company does not engage in any research and development activities.
BRANCHES OF THE COMPANY
The Company did not operate any branches in 2025 or 2024.
COMPLIANCE WITH TRANSPARENCY LAW
The Company is committed to adhering to best practices in terms of corporate governance by applying,
among others, rules arising from the Luxembourg law of January 11, 2008, on transparency requirements
for issuers, as amended (the “
Transparency Law
”).
In particular, the Company continuously monitors compliance with the disclosure requirements with respect
to regulated information within the meaning of article 1(10) (the “
Regulated Information
”) of the
Transparency Law and therefore publishes, stores with the Luxembourg Stock Exchange as the officially
appointed mechanism (OAM) and files with the Commission de Surveillance du Secteur Financier (the
“CSSF”) the Regulated Information on an ongoing basis.
The quarterly, half-yearly and annual financial reports, investor presentations, press releases and ad-hoc
notifications are available in English on the Company´s website. In addition, the Company provides on its
website information about its organization, its management and upcoming and past shareholder meetings,
such as its Annual General Meetings. The Company´s website further provides a financial calendar
announcing the financial reporting dates as well as other important events. The financial calendar is
published before the beginning of a calendar year and is regularly updated.
3
MANAGEMENT REPORT
(continued)
INFORMATION ACCORDING TO ARTICLE 11(2) OF THE LUXEMBOURG TAKEOVER LAW
The following disclosure is provided pursuant to article 11 of the Luxembourg law of May 19, 2006,
transposing Directive 2004/25/EC of the European Parliament and of the Council of April 21, 2004, on
takeover bids, as amended (the “Takeover Law”):
(a)
With regard to article 11(1)(a) and (c) of the Takeover Law (capital structure), the relevant information
is available under note 10 of the Annual Accounts. In addition, the Company’s shareholding structure
showing each shareholder owning 5% or more of the Company’s share capital is available in the below
table and on the Company’s website, where the shareholding structure is updated as per shareholder
notifications on a regular basis.
(b)
With regard to article 11(1)(b) of the Takeover Law, the ordinary shares issued by the Company are
admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) and are
freely transferable according to the
Articles of Association.
(c)
In accordance with the requirements of Article 11(1)(c) of the Takeover Law, the following significant
shareholdings were reported to the Company until December 31, 2025:
Shareholder name
Amount of shares
(1)
Percentage of voting
rights
Aroundtown SA and its wholly owned
affiliates
259,095,061
16.86%
(2)
Avisco
Group
PLC
/
Vergepoint
Limited
(3)
230,660,516
15.01%
TLG Immobilien AG
183,936,137
11.97%
(2)
Stumpf Capital GmbH
(4)
154,351,365
10.04%
(1)
Total number of issued and fully paid ordinary shares as of December 31, 2025: 1,537,025,609
(2)
Voting rights are suspended
(3)
Controlled by Mr. Yakir Gabay
(4)
Controlled by Mr. Georg Stumpf
(d)
With regard to article 11(1)(d) of the Takeover Law, each ordinary share of the Company gives right to
one vote according to article 8.1 of the Articles of Association. There are no special control rights
attaching to the shares. The voting rights attached to shares held by TLG Immobilien AG in the
Company are suspended. The suspension of the voting rights applies to any other shares acquired by
the Company, either directly or through subsidiaries, pursuant to its share buy-back programme.
(e)
With regard to article 11(1)(e) of the Takeover Law, control rights related to the issue of shares are
directly exercised by the relevant employees. The key terms and conditions in relation to the Company’s
incentive share plan are described in note 19 of the Annual Accounts.
(f)
With regard to article 11(1)(f) of the Takeover Law, the Articles of Association impose no voting rights
limitations. However, the sanction of suspension of voting rights automatically applies, subject to the
Transparency Law to any shareholder (or group of shareholders) who has (or have) crossed the
thresholds set out in the Transparency Law but have not notified the Company accordingly. In this case,
the exercise of voting rights relating to the shares exceeding the fraction that should have been notified
is suspended. The suspension of the exercise of voting rights is lifted the moment the shareholder makes
the notification.
4
MANAGEMENT REPORT
(continued)
INFORMATION ACCORDING TO ARTICLE 11(2) OF THE LUXEMBOURG TAKEOVER LAW
(CONTINUED)
(g)
With regard to article 11(1)(g) of the Takeover Law, as of December 31, 2025, the Company was not
aware of any agreements between shareholders that would lead to a restriction on the transfer of shares
or voting rights.
(h)
With regard to article 11(1)(h) of the Takeover Law, according to article 15.1 of the Articles of
Association, the members of the Board of Directors of the Company (the “Board”) shall be elected by
the shareholders at their annual general meeting by a simple majority of the votes of the shares present
or represented. The term of the office of the members of the Board shall not exceed six years, but they
are eligible for re-election. Any member of the Board may be removed from office with or without
specifying a reason at any time. In the event of a vacancy in the office of a member of the Board because
of death, retirement or otherwise, this vacancy may be filled on a temporary basis until the next meeting
of shareholders, by observing the applicable legal prescriptions. Further details on the rules governing
the appointment and replacement of a member of the Board are set out in the Articles of Association of
the Company. According to article 14 of the Articles of Association, any amendment to the Articles of
Association made by the general meeting of the shareholders shall be adopted if (i) more than one half
of the share capital is present or represented and (ii) a majority of at least two-thirds of the votes validly
cast are in favour of adopting the resolution. In case the first condition is not reached, a second meeting
may be convened, which may deliberate regardless of the proportion of the share capital represented
and at which resolutions are taken at a majority of at least two-thirds of votes validly cast.
(i)
With regard to article 11 (1)(i) of the Takeover Law, the Board of Directors is endowed with wide-
ranging powers to exercise all administrative tasks in the interest of the Company including the
establishment of an Advisory Board, an Audit Committee, a Risk Committee, a Remuneration
Committee, a Nomination Committee and an ESG Committee. Further details on the powers of the
Board are described in the section “Corporate Governance” of these Annual Accounts.
Pursuant to article 7.2 of the Articles of Association, the Board is authorized to issue shares under the
authorized share capital as detailed in note 10 (share capital) and note 19 (Share-based payment
agreements) of the Annual Accounts. According to article 8.7 of the Articles of Association, the
Company may redeem its own shares to the extent and under the terms permitted by law. The
shareholders’ meeting held on June 26, 2024, re-authorized the Company’s buy-back program to buy-
back, either directly or through a subsidiary of Aroundtown, shares of Aroundtown for a period of five
(5) years not exceeding 50% of the aggregate nominal amount of Aroundtown’s issued share capital.
(j)
With regard to article 11(1)(j) of the Takeover Law, the Company’s listed straight bonds, perpetual notes
and security issuances (listed under note 11 of the Annual Accounts) under the EMTN programme
contain change of control provisions that provide noteholders with the right to require the Company to
repurchase their notes upon a change of control of the issuer. The Company’s ISDA master agreement
securing derivative transactions with regard to its listed debts contains a termination right if the
Company is financially weaker after a takeover.
(k)
With regard to article 11(1)(k) of the Takeover Law, there are no agreements between the Company and
members of the Board or employees according to which, in the event of a takeover bid, the Company
may be held liable for compensation arrangements if the employment relationship is terminated without
good reason or due to a takeover bid.
5
Luxembourg, April 30, 2026
..................................
...............................
Frank Roseen
Jelena Afxentiou
Executive Director
Executive Director
6
CORPORATE GOVERNANCE
The Group places a strong emphasis on corporate governance, executed responsibly by the Board of
Directors and its management teams. The Group is proud of the high degree of confidence of its
investors, which is reflected in the impressive placement of funds by major global investment banks.
Among AT’s shareholders and bondholders are large international leading institutional investors and
major global investment and sovereign funds.
Aroundtown follows very strict Codes of Conduct which apply to its employees and business partners
respectively and which include references to policies and rules in respect of Anti-Corruption (including
anti-bribery guidelines), Anti-Money Laundering, Anti-Discrimination, conflicts of interest and others.
Aroundtown is not subject to any compulsory corporate governance code of conduct or respective
statutory legal provisions. In particular, Aroundtown is not required to adhere to the “Ten Principles of
Corporate Governance” of the Luxembourg Stock Exchange or to the German Corporate Governance
Code, which are only applicable to domestic issuers, save for recommendations C.10 (with sole reference
to its applicability to the Chair of the Audit Committee) D.8 and D.9 of the German Corporate
Governance Code (Deutscher Corporate Governance Kodex).
For purposes of section 5.4.1. of the DAX
Equity Index Methodology Guide of STOXX Ltd. Aroundtown declares that it does not deviate from the
aforementioned recommendations of the German Corporate Governance Code. In general, Aroundtown
already complies with most of the principles and continues to take steps to implement environmental,
social and corporate governance best practices throughout its business. The Group’s efforts support the
United Nations Sustainable Development Goals, particularly those relating to Peace, Justice and Strong
Institutions (#16) and Partnerships for the Goals (#17).
Aroundtown SA complies with the Luxembourg law of December 19, 2025 transposing Directive (EU)
2022/2381 aimed at improving gender balance on the boards of listed companies. Based on the
legislation, including the minimum thresholds set out in the annex, Aroundtown SA currently meets the
applicable legal requirements for a Board of Directors consisting of seven members - two executive
directors, one non-executive director and four independent directors - of whom two are women. The
company will continue to monitor board composition to ensure ongoing compliance.
The Group is a founding member of the United Nations Global Compact Network Germany, one of the
largest corporate sustainability initiatives, signaling the Group’s commitment to strong corporate
governance through adherence to the Ten Principles of the UN Global Compact.
BOARD OF DIRECTORS
The Company is administered by a Board of Directors that is vested with the broadest powers to perform
and manage in the Company’s interests. All powers not expressly reserved by the Luxembourg Law of
August 10, 1915, on commercial companies, as amended (“Luxembourg Companies Act”) or by the
articles of association of Aroundtown SA (“Articles of Association”) to the general meeting of the
shareholders, fall within the competence of the Board of Directors.
The Board of Directors evaluates the effective fulfilment of its remit and compliance with corporate
governance procedures which have been implemented. Evaluations are also performed by the Audit and
Risk Committees on related aspects. The Board of Directors currently consists of a total of seven
members, of which four members are independent, and one member is non-executive. The members are
elected by the general meeting of shareholders and resolve on matters on the basis of a simple majority,
in accordance with the Articles of Association. The number of directors, their term and their
remuneration are determined by the general meeting of shareholders and the maximum term of directors’
appointment at each election is six years according to Luxembourg law, however, directors may be re-
appointed after such term.
The members of the Board of Directors undertake regular training on topics such as regulatory and legal
updates, capital markets subjects and ESG-related matters.
7
CORPORATE GOVERNANCE
(continued)
ANNUAL GENERAL MEETING
The Annual General Meeting of the shareholders of Aroundtown SA (“AGM”) was held on June 24,
2025, in Luxembourg. All items on the agenda were carried by a majority, including the approval of the
statutory Annual Accounts of the Company and the consolidated annual report of the Group for the year
ended December 31, 2024.
The next Annual General Meeting of the shareholders is intended to take place on June 24, 2026, in
Luxembourg.
MEMBERS OF THE BOARD OF DIRECTORS
Name
Position
Mr. Frank Roseen
Executive Director
Ms. Jelena Afxentiou
Executive Director
Mr. Ran Laufer
Non-Executive Director
Mr. Markus Leininger
Independent Director
Ms. Simone Runge-Brandner
Independent Director
Mr. Markus Kreuter
Independent Director
Mr. Daniel Malkin
Independent Director
The Annual General Meeting in 2023 approved the renewal of the mandates of all directors until the
Annual General Meeting 2027.
SENIOR AND KEY MANAGEMENT
Name
Position
Mr. Barak Bar-Hen
Co-CEO and COO
Mr. Jonas Tintelnot
CFO (from November 2025)
Mr. Eyal Ben David
CFO (until October 2025)
Mr. Timothy Wright
CCMO (Chief Capital Markets Officer)
(from July 2025)
Ms. Limor Bermann
CSO (Chief Sustainability Officer)
ADVISORY BOARD
The Board of Directors has established an Advisory Board to provide expert advice and assistance. The
Board of Directors decides on the composition, tasks and term of the Advisory Board as well as the
appointment and dismissal of its members. The Advisory Board has no statutory powers under the
Luxembourg Companies Act or the Articles of Association, but applies rules adopted by the Board of
Directors. The Advisory Board and its members are an important source of guidance for the Company
when making strategic decisions.
MEMBERS OF THE ADVISORY BOARD
Name
Position
Dr. Gerhard Cromme
Chairperson of the Advisory Board
Mr. Yakir Gabay
Advisory Board Deputy Chairperson
Mr. Claudio Jarczyk
Advisory Board Member
Mr. David Maimon
Advisory Board Member (until April 2026)
8
CORPORATE GOVERNANCE
(continued)
AUDIT COMMITTEE
The Board of Directors has established an Audit Committee to maintain a high standard of corporate
governance and transparency as well as to provide guidance to the Board in fulfilling the Board’s
responsibilities to the Company and its shareholders regarding the integrity of the accounting and
financial process and the internal control and risk management system. The responsibilities of the Audit
Committee include monitoring the integrity of the Annual Accounts, including reporting to the Board of
Directors on its activities and the adequacy of internal systems controlling the financial reporting
processes and the accounting processes, including reviewing accounting standards. The Audit
Committee recommends to the Board of Directors the appointment and replacement of the approved
independent auditor and provides guidance to the Board of Directors on the approval of the annual
financial statements of the Company and the Group and, in particular, shall monitor the independence
of the approved independent auditor, the additional services rendered by such auditor, the issuing of the
audit mandate to the auditor, the determination of auditing focal points and the fee agreement with the
auditor. The Audit Committee also monitors the effectiveness and adequacy of the internal control and
risk management system as well as the compliance programme of the Company. The Board of Directors
decides on the composition, tasks and term of the Audit Committee as well as the appointment and
dismissal of its members. The Audit Committee consists of the independent directors Mr. Markus
Kreuter (Chairperson), Mr. Markus Leininger, Mr. Daniel Malkin and Ms. Simone Runge-Brandner.
RISK COMMITTEE AND RISK OFFICER
The Board of Directors has established a Risk Committee to maintain high corporate governance and
transparency standards as well as to provide guidance to the Board in fulfilling the Board’s
responsibilities to the Company and its shareholders. The Audit Committee has delegated to the Risk
Committee aspects of the monitoring of the effectiveness and adequacy of the internal control system
and risk management system. The Risk Committee is tasked with assisting and providing advice and
recommendations to the Board of Directors in fulfilling its oversight responsibilities relating to
identification of different types of risks, recommending a risk management structure including its
organization and its process as well as assessing and monitoring the effectiveness of existing risk
management systems. The Risk Committee is supported by the Risk Officer, Mr. Alon Levy, who brings
a systematic and disciplined approach to evaluating and improving the culture, capabilities, and practices
integrated with strategy-setting and execution. The Risk Officer’s responsibilities are determined and
monitored by the Risk Committee, whose oversight is established pursuant to the Rules of Procedure of
the Risk Committee as well as the delegation of the Audit Committee. The Risk Committee may provide
advice on compliance, in particular, by reviewing the Group’s procedures to detect risk, assessing the
effectiveness of the Group’s internal controls and risk management system, and by assessing the scope
and effectiveness of the system established by the Company to identify, assess and mitigate risks. The
Board of Directors decides on the composition of the Risk Committee and the appointment and dismissal
of its members. The members of the Risk Committee are Mr. Markus Kreuter (Chairperson), Ms. Simone
Runge-Brandner, Mr. Ran Laufer, Mr. Markus Leininger and Mr. Daniel Malkin.
INTERNAL CONTROLS AND RISK MANAGEMENT SYSTEM
The Group’s internal controls and risk management system (“RM System”) is designed to ensure that
key risks, both financial and non-financial, are identified, assessed, managed and mitigated in a
structured and consistent manner across the Group. Oversight rests with the Board of Directors, and
primary responsibility for the RM System rests with the Audit Committee, which delegates certain
responsibilities to the Risk Committee in accordance with the Audit Committee’s rules of procedure.
Senior management, the Risk Officer, and designated risk owners are responsible for the implementation
and daily operation of the system.
9
CORPORATE GOVERNANCE
(continued)
Governance and framework
The RM System is embedded into strategic planning, operational processes, and reporting cycles. The
Board has approved a Risk Management Policy which defines the Group’s risk appetite and tolerance
levels, including zero tolerance areas. Subsidiaries contribute to a consolidated Group risk profile.
Internal controls
Internal controls ensure reliable financial reporting, compliance with laws and policies, and effective
operations. They include segregation of duties, approval and authorization processes, reconciliations,
and budget to actual analyses, supported by documented procedures. Management performs regular
monitoring, and the statutory auditor verifies the consistency of the management report with the financial
statements and applicable reporting requirements.
Risk identification and assessment
Risks, comprising both internal and external risks, are identified through a thorough risk assessment.
Each business unit has risk owners who document risks across strategic, operational, financial,
legal/regulatory and ESG dimensions. Risks are assessed using standardized criteria for potential impact,
financial and non-financial, and likelihood. The outcomes feed into a consolidated risk inventory and
heat map, which support prioritization and monitoring. Emerging risks are identified through ongoing
environmental scanning.
Risk response and control activities
For material risks, the Group applies appropriate response strategies such as avoidance, limitation,
reduction, transfer, or acceptance. High criticality risks require specific mitigation actions and periodic
updates by risk owners, reviewed by the Risk Officer. Control activities may include contractual
safeguards, insurance solutions, financial limits, or operational adjustments.
Monitoring and reporting
The RM System is reviewed at least annually. Risk owners complete annual assessments and the Risk
Officer validates and consolidates the results into Group level reporting which is presented to the Risk
Committee, and, where relevant, the Audit Committee. The Risk Officer reports on significant
exposures, control issues, and the status of recommendations. Immediate risks are escalated through a
dedicated reporting process for urgent attention.
The Risk Committee periodically evaluates the effectiveness of the RM System, and the Risk Officer
maintains a quality assurance and improvement program to ensure alignment with leading practices and
evolving business needs. Internal control checks conducted by the compliance department further assist
the Audit Committee in monitoring and evaluating the effectiveness and correctness of the RM system.
The compliance function of the Group is operationally supervised by the CCO (Chief Compliance
Officer) of the Group, Mr. Christian Hupfer.
COMPLIANCE, CODE OF CONDUCT,
DIVERSITY POLICY, DATA PROTECTION AND
INFORMATION & CYBER SECURITY
Safeguarding the Group from any reputational damage due to error or misconduct is essential to
maintaining the Group’s reputation. Therefore, requiring the responsible and integrity-driven behaviour
of employees, which is guided by diverse company policies in this respect, is a central tool for the
management. In order to mandate such ethical behaviour throughout its operations, Aroundtown has
implemented Codes of Conduct which incorporate company policies that forbid compliance violations
and various types of misconduct into both employment and business partner contracts.
10
CORPORATE GOVERNANCE
(continued)
These policies include the Anti-Corruption Policy, Anti-Money Laundering Policy, Diversity Policy, Anti-
Discrimination Policy and Whistleblowing Policy, as well as measures to prevent human rights violations
and to ensure data protection and information security.
The Group has established binding standards to achieve ethical business conduct within its Group, its
employees and other personnel in order to expressly distance itself from corrupt behaviour and unethical
business practices. Such principles shall also be explicitly acknowledged by its business partners. The Code
of Conduct for Business Partners, which is mandatory for Aroundtown’s business partners, includes
elements such as respecting and recognizing employees’ rights pertaining to freedom of association and the
exercise of collective bargaining, providing fair remuneration, refraining from child, forced and compulsory
labour, respecting the minimum age requirements within given countries, and providing a workplace free
of harassment and discrimination of any kind.
The Code of Conduct for Employees is supplemented by topical guidelines as well as the Diversity Policy
and Anti-Discrimination Policy. The Group’s Diversity Policy promotes a fair and inclusive workplace
culture, advancing equal opportunities and eliminating discrimination. The diversity of perspectives from
differences in nationality, ethnicity, race, culture, age, gender, religion, ideology, sexual identity, physical
ability or other personal attributes are all respected. Discrimination on the basis of any of these
characteristics constitutes an infringement of basic human rights and is explicitly prohibited throughout the
Group. Additionally, Aroundtown is a signatory of the “Diversity Charter” (
Charta der Vielfalt
), a corporate
initiative to promote diversity in companies and institutions. The implementation and integration of
diversity initiatives across the organization is overseen by the Diversity Committee.
The Diversity Policy
is accessible to all employees via the Company’s website and intranet.
Regular assessments and reports are
conducted to ensure transparency and accountability. Employees are encouraged to participate in diversity
training programmes to foster a more inclusive environment. Aroundtown is committed to the
representation of women on the board of directors and ensuring a diverse mix of professional backgrounds
and expertise. Board members are selected based on multiple years of experience in the real estate sector
and other relevant industries. In 2025, women held 37% of management positions across the Group,
compared to 33% in 2024. As of December 31, 2025, women held two of the seven positions on the Board
of Directors. Further details about the Group’s diversity management and key figures can be found in its
sustainability reporting materials.
In addition to these general requirements, the Group also promotes diversity in many different areas, such
as a professional and cultural background and talent pool. The commitment to diversity is guided by the
Diversity Committee, which was initiated by and is operated by employees, and which has implemented a
diversity training program during the orientation period for new employees.
The Group has instruments in place to prevent and fight violations of laws, such as human rights violations,
corruption and bribery and employees have reporting channels available in case of a possible violation
whereby these reports are dealt with in confidence. Reported issues are investigated by the Compliance
department. In addition to the reporting channels, there is also a whistleblowing channel operated by an
external service provider which enables complete anonymity. If any violation is determined, certain
disciplinary measures are taken if preconditions in that respect are met.
The Company´s Code of Conduct includes the prohibition of insider dealing. The Company is subject to
several obligations under Regulation (EU) No. 596/2014 (Market Abuse Regulation, “MAR”). Pursuant to
Article 19 para. 5 sub-para. 1 sentence 1 of MAR, the Company notifies all persons discharging managerial
responsibilities of their obligations in the context of managers’ transactions. The
11
CORPORATE GOVERNANCE
(continued)
Company has implemented a Managers’ Transactions Guideline as well as an Insider Information and
Market Abuse Guideline. Information is distributed regularly.
The Group has established procedures to protect the confidentiality and integrity of management
information and data across all business process. Furthermore, with a view to the implementation of the
EU General Data Protection Regulation (GDPR), the Group
has implemented a wide variety of
guidelines and procedures including enhanced mandatory awareness training on GDPR. The Group has
implemented Standard Operating Procedures (SOPs) to ensure that all personal data stored and processed
in the course of the Group’s operations is safe from manipulation and misuse. Additionally, the Group
has adopted an information security and privacy strategy in order to maintain a high level of control to
help minimize the potential risks. The Codes of Conduct for employees and business partners, as well
as a selection of the Company’s policies, can be found on AT’s website, in the Sustainability Governance
section.
EXTERNAL RISK MITIGATION
The Group is exposed to various external risks in the ordinary course of business,. The Risk Committee
continuously determines whether the requisite infrastructure, resources and systems are in place and
adequate to maintain a satisfactory level of risk exposure. The potential risks and exposures are related,
inter alia, to the volatility of interest rate risk, inflation risk, liquidity risk, credit risk, regulatory and
legal risks, rent collection and tenant deficiencies, the need for unexpected capital investments, property
damage risk and market downturn risk. The Group has undertaken specific and general measures to
address and mitigate each key risk which has been identified, thereby hedging and reducing to a
minimum the occurrence of failure or potential default.
NOMINATION COMMITTEE
The Board of Directors has established a Nomination Committee to assess suitable candidates for
directorships and certain management positions and to review the skills and characteristics of proposed
candidates. The Nomination Committee consists of independent directors, Mr. Markus Leininger, Mr.
Markus Kreuter, Ms. Simone Runge-Brandner and Mr. Daniel Malkin.
REMUNERATION COMMITTEE
The Board of Directors has established a Remuneration Committee in order to determine and
recommend to the Board the Remuneration Policy, which outlines remuneration metrics for the
Executive Directors and members of Senior Management, including evaluation of short-term and long-
term performance-related remuneration to senior executives. The Remuneration Committee consists of
the independent Directors, Mr. Daniel Malkin, Mr. Markus Leininger, Mr. Markus Kreuter (Chairperson)
and Ms. Simone Runge-Brandner.
ESG COMMITTEE
The Board of Directors has established an ESG Committee to supervise the Company´s ESG processes.
In addition, the ESG Committee reviews and assesses the Company’s contribution to sustainable
development generally. The ESG Committee consists of executive director Mr. Frank Roseen and
independent directors, Mr. Markus Leininger (Chairperson) and Mr. Markus Kreuter, and is assisted by
non-voting advisory members who hold key positions in the Group as well as the Sustainability
Department.
SHAREHOLDERS’ RIGHTS
Aroundtown SA respects the rights of all shareholders and ensures that they receive equal treatment. All
shareholders have equal voting rights and all corporate publications are transmitted through general
publication channels as well as on a specific section on its website. The shareholders of Aroundtown SA
exercise their voting rights at the general meeting of the shareholders, whereby each share is granted one
12
CORPORATE GOVERNANCE
(continued)
vote. The voting rights attached to shares held by TLG Immobilien AG in Aroundtown SA are
suspended. The suspension of the voting rights also applies to shares held and/or acquired by
Aroundtown SA, either directly or through subsidiaries, pursuant to its share buy-back programme. The
Annual General Meeting of the shareholders takes place at such place and time as specified in the
convening notice of the meeting. At the Annual General Meeting of the shareholders, the Board of
Directors presents, among other items, the directors’ report as well as the consolidated financial
statements of the most recent financial year to the shareholders. The Annual General Meeting resolves,
among others, on the financial statements of Aroundtown SA, the appointment of the approved
independent auditor of the Group and the discharge and appointment or re-election of the members of
the Board of Directors, in case their mandate is about to expire.
13
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
The Group’s ESG Strategy is guided by our dedication to operating responsibly, creating value for our
stakeholders, including our tenants and employees, and improving the environmental and social performance of
our assets. The core of our business model – investing in value-add opportunities instead of demolition and new
asset development – demonstrates our commitment to sustainable real estate. Overall, our approach and success
are underpinned by a set of comprehensive long-term targets which aim to deliver tangible benefits for our
stakeholders, our investors, tenants, building users, local communities, employees and the environment.
Aroundtown considers ESG to be crucial to the overall success of the organization and has thus created and
integrated wide-reaching ESG policies into the different functions of the Company. To monitor and manage its
sustainability-related measures, the Company is also committed to transparently reporting on its ESG progress.
As a result, the various efforts and initiatives undertaken, as well as the Company’s future targets are extensively
displayed in the Consolidated Sustainability Statement of the Consolidated Annual Report, as well as on AT’s
website. The Company complies with sustainability reporting regulation in line with the Corporate Sustainability
Reporting Directive (CSRD), which is subject to limited assurance under the ISAE 3000 standard, and EPRA
sBPR (sustainability Best Practice Recommendations) guidelines. 2025 is the 9th consecutive year that
Aroundtown has been awarded the Gold Award EPRA BPR and the 8th consecutive year it has been awarded
the Gold Award EPRA sBPR, showcasing the Company’s continued commitment to the highest standards of
transparency and reporting.
The Company has also received recognition from Sustainalytics, a sustainability rating agency, which has ranked
Aroundtown as “Negligible Risk” in its ESG rating and among the 2nd percentile of the global rated universe
and top 4% of the Real Estate Industry. The Company’s S&P Global Corporate Sustainability Assessment (CSA)
was ranked in the top 6th percentile of real estate companies globally.
ESG COMMITTEE AND ESG MANAGEMENT
The Company’s governance incorporates consideration of sustainability issues at both the Board of Directors
and management levels. The operational ESG strategy has been developed and is managed by the Board of
Directors, which has ultimate oversight of the overall ESG performance. The Board of Directors has established
an ESG Committee to supervise ESG strategy, regulatory compliance, and sustainability risk mitigation. The
ESG Committee shall be composed of at least two members of the Board of Directors.
The ESG Committee is chaired by Mr. Markus Leininger and has two additional voting members, Mr. Markus
Kreuter and Mr. Frank Roseen, both members of the Board of Directors, as well as advisory members including
the Chief Sustainability Officer, the Head of Energy, the Chief Operations Officer of German operations, and the
Group Head of Human Resources. The ESG Committee oversees strategic guidance on ESG topics and is
responsible for reviewing and assessing the Company’s responsible business strategy, policies and practices with
respect to ESG. The Committee meets at least twice per year, with additional meetings convened as required and
sets the direction for the work of the Sustainability Department.
The Sustainability Department acts as a cross-departmental interface, working across the Company to review
and communicate on sustainability programs, as well as responsible for sustainability reporting. It is led by the
Chief Sustainability Officer. The Department also prepares the Company’s materiality analysis and ESG
reporting, as well as responds to enquiries by investors and rating agencies on ESG topics. It collaborates closely
with the Energy Department, which applies its engineering expertise to implement the technical elements of our
sustainability strategy. There are constant exchanges of information between departments around ESG-related
aspects.
14
RESPONSIBILITY STATEMENT
To the best of our knowledge, the Annual Accounts of Aroundtown SA, prepared in accordance with the
applicable reporting principles for Annual Accounts, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company, and the management report of the Company includes
a fair review of the development of the business, and describes the main opportunities, risks and
uncertainties associated with the Company.
Luxembourg
April 30, 2026
..................................
...............................
Frank Roseen
Jelena Afxentiou
Executive Director
Executive Director
KPMG Audit S.à r.l.
Tel: +352 22 51 51 1
39, Avenue John F. Kennedy
Fax: +352 22 51 71
L-1855 Luxembourg
E-mail:
info@kpmg.lu
Internet:
www.kpmg.lu
©2026 KPMG Audit S.à r.l., a Luxembourg entity and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private
English company limited by guarantee. All rights reserved. R.C.S Luxembourg B 149133
To the Shareholders of
Aroundtown S.A.
37, Boulevard Joseph II
1840 Luxembourg
Luxembourg
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Report on the audit of the annual accounts
Opinion
We have audited the annual accounts of Aroundtown S.A. (the "Company"), which comprise
the balance sheet as at 31 December 2025, and the profit and loss account for the year then
ended, and notes to the annual accounts, including a summary of significant accounting
policies.
In our opinion, the accompanying annual accounts give a true and fair view of the financial
position of the Company as at 31 December 2025, and of the results of its operations for the
year then ended in accordance with Luxembourg legal and regulatory requirements relating to
the preparation and presentation of the annual accounts.
Basis for opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of
23 July 2016 on the audit profession (the “Law of 23 July 2016”) and with International
Standards on Auditing (“ISAs”) as adopted for Luxembourg by the Commission de Surveillance
du Secteur Financier (the “CSSF”). Our responsibilities under the EU Regulation N° 537/2014,
the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further
described in the « Responsibilities of “réviseur d'entreprises agréé” for the audit of the annual
accounts » section of our report. We are also independent of the Company in accordance with
the International Code of Ethics for Professional Accountants, including International
Independence Standards, issued by the International Ethics Standards Board for Accountants
(“IESBA Code”) as adopted for Luxembourg by the CSSF together with the ethical
requirements that are relevant to our audit of the annual accounts, and have fulfilled our other
ethical responsibilities under those ethical requirements. 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 annual accounts of the current period
.
These matters were
addressed in the context of the audit of the annual accounts as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Valuation of shares in affiliated undertakings
a. Why the matter was considered to be one of most significance in our audit of the annual
accounts of the current period
We refer to accounting policy at note 2.5 “Financial assets” and note 5 “Financial assets” of
the annual accounts.
As at December 31, 2025 shares in affiliated undertakings represent 56% of the total assets
of the Company. These represent investment of the Company in the underlying group and its
underlying assets, which are mainly investment properties.
Recoverability of shares in affiliated undertakings depends on the performance of the
subsidiaries, thus management performs an impairment assessment at each reporting date.
The identification of impairment indicators and the assessment whether there is a durable
depreciation in value requires management judgment.
Due to the significance of the amount and the required application of judgement by
management, the valuation of shares in affiliated undertakings is identified as a key audit
matter.
b. How the matter was addressed in our audit
Our procedures concerning the valuation of shares in affiliated undertakings included, but were
not limited to, the following:
We obtained an understanding of the impairment assessment process through inquiries
with management, based on their knowledge of the recent developments in the financial
position and cash flows of the affiliated undertakings;
We assessed the design and implementation of the key controls around the identification
of triggers and assessment of impairment (value adjustment);
We reviewed management’s assessment related to the timing and recognition of the
impairment events and charges and corroborated them with the underlying data;
We performed a reconciliation of the investments recorded by the Company and the equity
position of the affiliated undertakings as per their audited financial information;
We assessed the impairment calculation for the shares in affiliated undertakings by
reviewing the affiliated undertakings’ financial information. This to ensure their net assets
are sufficient to recover the value of the participations.
Other information
The Board of Directors is responsible for the other information. The other information
comprises the information stated in the annual report including the management report and
the Corporate Governance Statement but does not include the annual accounts and our report
of the “réviseur d'entreprises agréé” thereon.
Our opinion on the annual accounts does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the annual accounts, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the annual accounts or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report this fact. We have
nothing to report in this regard.
Responsibilities of the Board of Directors and Those Charged with Governance for the
annual accounts
The Board of Directors is responsible for the preparation and fair presentation of the
annual accounts in accordance with Luxembourg legal and regulatory requirements relating to
the preparation and presentation of the annual accounts, and for such internal control as the
Board of Directors determines is necessary to enable the preparation of annual accounts that
are free from material misstatement, whether due to fraud or error.
The Board of Directors is responsible for presenting the annual accounts in compliance with
the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic
Format (“ESEF Regulation”).
In preparing the annual accounts, the Board of Directors is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease operations, or has no realistic alternative
but to do so.
Those charged with governance are responsible for overseeing the Company’s financial
reporting process.
Responsibilities of the “réviseur d’entreprises agréé” for the audit of the annual
accounts
The objectives of our audit are to obtain reasonable assurance about whether the
annual accounts as a whole are free from material misstatement, whether due to fraud or error,
and to issue a report of the “réviseur d’entreprises agréé” that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and
with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these annual accounts.
Our responsibility is to assess whether the annual accounts have been prepared in all material
respects with the requirements laid down in the ESEF Regulation.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016
and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the annual accounts, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
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.
Obtain 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.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors
.
Conclude on the appropriateness of the Board 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 report of the “réviseur d’entreprises agréé” to the
related disclosures in the annual accounts or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of
our report of the “réviseur d’entreprises agréé”. However, future events or conditions may
cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the annual accounts, including
the disclosures, and whether the annual accounts represent the underlying transactions
and events in a manner that achieves fair presentation.
We communicate with those charged with governance 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 also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the annual accounts of the current period
and are therefore the key audit matters. We describe these matters in our report unless law or
regulation precludes public disclosure about the matter.
Report on other legal and regulatory requirements
We have been appointed as “réviseur d’entreprises agréé” by the Shareholders on
24 June 2025 and the duration of our uninterrupted engagement, including previous
renewals and reappointments, is
nine
years.
The management report is consistent with the annual accounts and has been prepared in
accordance with applicable legal requirements.
The Corporate Governance Statement is included in the management report. The information
required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the
commercial and companies register and on the accounting records and annual accounts of
undertakings as amended, is consistent with the annual accounts and has been prepared in
accordance with applicable legal requirements.
We confirm that the audit opinion is consistent with the additional report to the audit committee
or equivalent.
We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014
were not provided and that we remained independent of the Company in conducting the audit.
We have checked the compliance of the annual accounts of the Company as at
31 December 2025 with relevant statutory requirements set out in the ESEF Regulation that
are applicable to annual accounts.
For the Company it relates to:
annual accounts prepared in a valid xHTML format;
In our opinion, the annual accounts of Aroundtown S.A. as at 31 December 2025, identified
as
529900H4DWG3KWMBMQ39-2025-12-31-1-en.Xhtml
, have been prepared, in all
material respects, in compliance with the requirements laid down in the ESEF Regulation.
Our audit report only refers to the annual accounts of Aroundtown S.A. as at
31 December 2025, identified as 529900H4DWG3KWMBMQ39-2025-12-31-1-en.Xhtml,
prepared and presented in accordance with the requirements laid down in the ESEF
Regulation, which is the only authoritative version.
Luxembourg, 30 April 2026
KPMG Audit S.à r.l.
Cabinet de révision agréé
Muhammad Azeem
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The notes in the annex form an integral part of the annual accounts
FWQLKXP20251223T17033901_002
Annual Accounts Helpdesk :
Tel.
: (+352) 247 88 494
Email
: centralebilans@statec.etat.lu
RCSL Nr. :
Matricule :
B217868
2017 2209 115
eCDF entry date :
BALANCE SHEET
Financial year from
to
(in
)
01/01
01
/2025
31/12/2025
02
EUR
03
Aroundtown SA
37, Boulevard Joseph II
L-1840 Luxembourg
ASSETS
Reference(s)
Current year
Previous year
A.
Subscribed capital unpaid
1101
101
102
I.
Subscribed capital not called
1103
103
104
II.
Subscribed capital called but
unpaid
1105
105
106
B.
Formation expenses
Note 4
1107
0,00
107
166.997,65
108
C.
Fixed assets
1109
15.955.334.720,69
109
15.532.594.926,36
110
I.
Intangible assets
1111
111
112
1.
Costs of development
1113
113
114
2.
Concessions, patents, licences,
trade marks and similar rights
and assets, if they were
1115
115
116
a)
acquired for valuable
consideration and need not be
shown under C.I.3
1117
117
118
b)
created by the undertaking
itself
1119
119
120
3.
Goodwill, to the extent that it
was acquired for valuable
consideration
1121
121
122
4.
Payments on account and
intangible assets under
development
1123
123
124
II.
Tangible assets
1125
912,90
125
7.723,00
126
1.
Land and buildings
1127
127
128
2.
Plant and machinery
1129
129
130
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Reference(s)
Current year
Previous year
3.
Other fixtures and fittings, tools
and equipment
1131
912,90
131
7.723,00
132
4.
Payments on account and
tangible assets in the course
of construction
1133
133
134
III.
Financial assets
Note 5
1135
15.955.333.807,79
135
15.532.587.203,36
136
1.
Shares in affiliated undertakings
1137
10.837.425.965,81
137
10.297.339.548,25
138
2.
Loans to affiliated undertakings
1139
5.117.897.471,53
139
5.235.237.284,66
140
3.
Participating interests
1141
141
142
4.
Loans to undertakings with
which the undertaking is linked
by virtue of participating
interests
1143
143
144
5.
Investments held as fixed
assets
1145
145
146
6.
Other loans
1147
10.370,45
147
10.370,45
148
D.
Current assets
1151
3.221.444.928,82
151
2.900.636.098,76
152
I.
Stocks
1153
153
154
1.
Raw materials and consumables
1155
155
156
2.
Work in progress
1157
157
158
3.
Finished goods and goods
for resale
1159
159
160
4.
Payments on account
1161
161
162
II.
Debtors
Note 6
1163
2.209.508.627,18
163
2.080.151.910,72
164
1.
Trade debtors
1165
165
166
a)
becoming due and payable
within one year
1167
167
168
b)
becoming due and payable
after more than one year
1169
169
170
2.
Amounts owed by affiliated
undertakings
Note 6
1171
2.173.481.915,08
171
1.865.793.673,77
172
a)
becoming due and payable
within one year
1173
2.158.997.045,08
173
1.841.491.216,15
174
b)
becoming due and payable
after more than one year
1175
14.484.870,00
175
24.302.457,62
176
3.
Amounts owed by undertakings
with which the undertaking is
linked by virtue of participating
interests
1177
177
178
a)
becoming due and payable
within one year
1179
179
180
b)
becoming due and payable
after more than one year
1181
181
182
4.
Other debtors
Note 6
1183
36.026.712,10
183
214.358.236,95
184
a)
becoming due and payable
within one year
1185
36.026.712,10
185
214.358.236,95
186
b)
becoming due and payable
after more than one year
1187
187
188
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FWQLKXP20251223T17033901_002
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Reference(s)
Current year
Previous year
III.
Investments
1189
107.057.577,69
189
145.653.483,76
190
1.
Shares in affiliated undertakings
1191
191
192
2.
Own shares
Note 7
1209
85.498.338,01
209
94.312.932,53
210
3.
Other investments
1195
21.559.239,68
195
51.340.551,23
196
IV.
Cash at bank and in hand
Note 8
1197
904.878.723,95
197
674.830.704,28
198
E.
Prepayments
Note 9
1199
140.384.484,51
199
112.125.900,85
200
TOTAL (ASSETS)
19.317.164.134,02
201
18.545.523.923,62
202
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CAPITAL, RESERVES AND LIABILITIES
Reference(s)
Current year
Previous year
A.
Capital and reserves
1301
5.498.558.101,57
301
5.383.527.266,19
302
I.
Subscribed capital
Note 10.1
1303
15.370.256,09
303
15.370.256,09
304
II.
Share premium account
Note 10.2
1305
4.936.142.312,56
305
4.927.327.718,04
306
III.
Revaluation reserve
1307
307
308
IV.
Reserves
Note 10.5
1309
87.035.363,62
309
95.365.987,09
310
1.
Legal reserve
Note 10.3
1311
1.537.025,61
311
1.053.054,56
312
2.
Reserve for own shares
Note 10.4
1313
85.498.338,01
313
94.312.932,53
314
3.
Reserves provided for by the
articles of association
1315
315
316
4.
Other reserves, including the
fair value reserve
1429
429
430
a)
other available reserves
1431
431
432
b)
other non available reserves
1433
433
434
V.
Profit or loss brought forward
Note 10.5
1319
344.979.333,92
319
158.641.027,23
320
VI.
Profit or loss for the financial year
1321
115.030.835,38
321
186.822.277,74
322
VII.
Interim dividends
1323
323
324
VIII.
Capital investment subsidies
1325
325
326
B.
Provisions
1331
0,00
331
2.662,50
332
1.
Provisions for pensions and
similar obligations
1333
333
334
2.
Provisions for taxation
1335
335
336
3.
Other provisions
1337
0,00
337
2.662,50
338
C.
Creditors
Note 11
1435
13.818.606.032,45
435
13.161.993.994,93
436
1.
Debenture loans
1437
10.124.073.534,04
437
9.598.616.276,91
438
a)
Convertible loans
1439
439
440
i)
becoming due and payable
within one year
1441
441
442
ii)
becoming due and payable
after more than one year
1443
443
444
b)
Non convertible loans
Note 11.1
1445
10.124.073.534,04
445
9.598.616.276,91
446
i)
becoming due and payable
within one year
1447
1.192.672.238,26
447
1.204.582.541,88
448
ii)
becoming due and payable
after more than one year
1449
8.931.401.295,78
449
8.394.033.735,03
450
2.
Amounts owed to credit
institutions
Note 11.2
1355
141.539.329,24
355
140.648.166,20
356
a)
becoming due and payable
within one year
1357
1.977.022,01
357
1.331.318,13
358
b)
becoming due and payable
after more than one year
1359
139.562.307,23
359
139.316.848,07
360
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Reference(s)
Current year
Previous year
3.
Payments received on account
of orders in so far as they are
not shown separately as
deductions from stocks
1361
361
362
a)
becoming due and payable
within one year
1363
363
364
b)
becoming due and payable
after more than one year
1365
365
366
4.
Trade creditors
Note 11
1367
80.601.635,44
367
38.648.456,24
368
a)
becoming due and payable
within one year
1369
80.601.635,44
369
38.648.456,24
370
b)
becoming due and payable
after more than one year
1371
371
372
5.
Bills of exchange payable
1373
373
374
a)
becoming due and payable
within one year
1375
375
376
b)
becoming due and payable
after more than one year
1377
377
378
6.
Amounts owed to affiliated
undertakings
Note 11.3
1379
3.449.867.535,25
379
3.373.706.716,18
380
a)
becoming due and payable
within one year
1381
1.469.067.045,99
381
829.187.819,14
382
b)
becoming due and payable
after more than one year
1383
1.980.800.489,26
383
2.544.518.897,04
384
7.
Amounts owed to undertakings
with which the undertaking is
linked by virtue of participating
interests
1385
385
386
a)
becoming due and payable
within one year
1387
387
388
b)
becoming due and payable
after more than one year
1389
389
390
8.
Other creditors
Note 11
1451
22.523.998,48
451
10.374.379,40
452
a)
Tax authorities
1393
22.482.992,65
393
10.321.083,36
394
b)
Social security authorities
1395
41.005,83
395
53.296,04
396
c)
Other creditors
1397
397
398
i)
becoming due and
payable within one year
1399
399
400
ii)
becoming due and
payable after more than
one year
1401
401
402
D.
Deferred income
1403
403
404
TOTAL (CAPITAL, RESERVES AND LIABILITIES)
19.317.164.134,02
405
18.545.523.923,62
406
Page
1/2
The notes in the annex form an integral part of the annual accounts
FWQLKXP20251223T17033901_003
Annual Accounts Helpdesk :
Tel.
: (+352) 247 88 494
Email
: centralebilans@statec.etat.lu
RCSL Nr. :
Matricule :
B217868
2017 2209 115
eCDF entry date :
PROFIT AND LOSS ACCOUNT
Financial year from
to
(in
)
01/01
01
/2025
31/12/2025
02
EUR
03
Aroundtown SA
37, Boulevard Joseph II
L-1840 Luxembourg
Reference(s)
Current year
Previous year
1.
Net turnover
1701
701
702
2.
Variation in stocks of finished
goods and in work in progress
1703
703
704
3.
Work performed by the undertaking
for its own purposes and capitalised
1705
705
706
4.
Other operating income
1713
713
714
5.
Raw materials and consumables and
other external expenses
1671
-17.673.985,99
671
-15.091.590,09
672
a)
Raw materials and consumables
1601
601
602
b)
Other external expenses
Note 12
1603
-17.673.985,99
603
-15.091.590,09
604
6.
Staff costs
1605
-714.560,31
605
-593.180,08
606
a)
Wages and salaries
1607
-663.031,46
607
-531.778,70
608
b)
Social security costs
1609
-51.528,85
609
-41.687,12
610
i)
relating to pensions
1653
-51.637,12
653
-41.687,12
654
ii)
other social security costs
1655
108,27
655
656
c)
Other staff costs
1613
613
-19.714,26
614
7.
Value adjustments
1657
-2.871.463,67
657
-1.717.230,19
658
a)
in respect of formation expenses
and of tangible and intangible
fixed assets
1659
-2.871.463,67
659
-1.717.230,19
660
b)
in respect of current assets
1661
661
662
8.
Other operating expenses
Note 13
1621
-165.198.043,56
621
-22.839.039,79
622
Page
2/2
The notes in the annex form an integral part of the annual accounts
FWQLKXP20251223T17033901_003
RCSL Nr. :
Matricule :
B217868
2017 2209 115
Reference(s)
Current year
Previous year
9.
Income from participating interests
Note 14
1715
241.605.505,02
715
471.972.065,89
716
a)
derived from affiliated undertakings
1717
241.605.505,02
717
471.972.065,89
718
b)
other income from participating
interests
1719
719
720
10. Income from other investments and
loans forming part of the fixed assets
1721
228.680.574,75
721
292.620.792,00
722
a)
derived from affiliated undertakings
Note 15
1723
228.680.574,75
723
292.620.792,00
724
b)
other income not included under a)
1725
725
726
11. Other interest receivable and similar
income
Note 15
1727
319.267.561,72
727
123.657.220,46
728
a)
derived from affiliated undertakings
1729
189.778.317,84
729
1.871.368,71
730
b)
other interest and similar income
1731
129.489.243,88
731
121.785.851,75
732
12. Share of profit or loss of
undertakings accounted for under
the equity method
1663
663
664
13. Value adjustments in respect of
financial assets and of investments
held as current assets
Note 16
1665
240.856.227,41
665
-36.219.416,56
666
14. Interest payable and similar expenses
Note 17
1627
-718.926.164,99
627
-614.962.528,90
628
a)
concerning affiliated undertakings
1629
-206.502.084,39
629
-222.130.977,97
630
b)
other interest and similar expenses
1631
-512.424.080,60
631
-392.831.550,93
632
15. Tax on profit or loss
Note 23
1635
-9.990.000,00
635
-10.000.000,00
636
16. Profit or loss after taxation
1667
115.035.650,38
667
186.827.092,74
668
17. Other taxes not shown under items
1 to 16
Note 23
1637
-4.815,00
637
-4.815,00
638
18. Profit or loss for the financial year
1669
115.030.835,38
669
186.822.277,74
670
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
27
Note 1. General
Aroundtown SA
(the “Company” or “Aroundtown”) was incorporated in the Grand Duchy of
Luxembourg on September 13, 2017 as a “Société Anonyme” (public limited liability company) in
accordance with the Luxembourg Law of August 10, 1915, as amended, on Commercial Companies
(the “Law”) for an unlimited period of time. Its registered office is at 37 Boulevard Joseph II, L-1840
Luxembourg and the Company is registered with the Régistre de Commerce et des Sociétés du Grand
Duché de Luxembourg (the “Luxembourg R.C.S.”) under number B217868.
Aroundtown is a holding company which holds, via subsidiaries and affiliates (together: “Aroundtown
Group” or the “Group”), real estate assets with a focus on income generating quality properties with
value-add potential in central locations in top tier Europe cities, primarily in Germany, the Netherlands
and London. The Aroundtown Group invests primarily in commercial and residential real estate which
benefits from strong fundamentals and growth prospects.
The Company’s financial year begins on January 1 and ends on December 31 of each year.
The Company’s object is (i) the acquisition, sale, administration, operation, letting or renting, in any
form by any means, whether directly or indirectly, of any real estate assets in both the Grand Duchy of
Luxembourg and abroad; (ii) the acquisition, holding and disposal, in any form, by any means, whether
directly or indirectly, of participations, shares, rights and interests in, and obligations of, Luxembourg
and foreign companies or other assets including but not limited to real estate assets; (iii) the acquisition
by purchase, subscription, or in any other manner, as well as the transfer by sale, exchange or in any
other manner of stock, bonds, debentures, notes and other securities or financial instruments of any kind
(including notes, shares or units issued by Luxembourg or foreign investment funds or similar
undertakings) and receivables, claims or loans or other credit facilities and agreements or contracts
relating thereto; (iv) the acquisition and holding of interests, directly or indirectly, in any form
whatsoever, in any Luxembourg or foreign entities, by way of, among others, the subscription or the
acquisition of any securities and/or rights through participation, contribution, underwriting, firm
purchase or option, patents, service marks, trademark licenses and other commercial or intellectual
property rights, negotiation or in any other way; and (v) the ownership, administration, development
and management of a portfolio of assets or interests (including, among other things, the assets and
interests referred to in (i) through (iv) above).
The Company may borrow in any form. It may obtain any form of credit facility. The Company may
issue bonds, notes, promissory notes, perpetual notes, certificates, shares, beneficiary parts, options,
warrants and other debt or equity instruments, convertible or not. It may use financial derivatives or
raise funds by any other means.
The Company may use any techniques and instruments to efficiently manage its investments and to
protect itself against credit risks, currency exchange exposure, interest rate risks and other risks. The
Company may enter into, execute and perform any swaps, futures, forwards, derivatives, options,
repurchase, stock lending or similar transactions.
The Company may also render any assistance, whether by means of financing, administration,
marketing or any other kind of service, to its subsidiaries or companies in which it has a direct or indirect
interest, even not substantial, and/or any company being a direct or indirect shareholder of the Company
and/or any company belonging to the same group as the Company (the “Connected Companies”). For
the purposes of this Article, a company shall be deemed to be part of the same group as the Company
if such other company directly or indirectly owns, is owned by, is in control of, is controlled by, or is
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
28
Note 1. General (continued)
under common control with, or is controlled by a shareholder of, the Company, in each case whether
beneficially or as trustee, guardian or other fiduciary. A company shall be deemed to control another
company if the controlling company possesses, directly or indirectly, all or substantially all of the share
capital of the Company or has the power to direct or cause the direction of the management or policies
of the other company, whether through the ownership of voting securities, by contract or otherwise.
The Company may in particular:
-
Lend funds including the proceeds of any borrowings or issues of securities to its Connected
Companies;
-
Enter into any guarantee, pledge or any other form of security, whether by personal covenant
or by mortgage or charge upon all or part of the undertaking, property assets (present or future)
or by all or any of such methods, for the performance of any contracts or obligations of the
Company and of any of the Connected Companies, or any director, manager or other agent of
the Company or any of the Connected Companies, within the limits of any applicable law
provision;
-
Subordinate its claims in favor of third parties to secure the obligations of any Connected
Companies; and
-
Render administrative and marketing assistance to its Connected Companies.
In addition to the foregoing, the Company may perform all legal, commercial, technical and financial
transactions and, in general, all transactions which are necessary or useful to fulfil its corporate object
as well as all transactions directly or indirectly connected with its purpose or which may favor its
development.
The descriptions of the object of the Company are to be construed broadly and such enumeration is not
limited. The Company’s purpose shall include any transaction or agreement which is entered into by
the Company unless it is inconsistent with the relevant article in the Company’s articles of association.
Pursuant to Section XVII of the amended law of August 10, 1915, the Company also prepares
consolidated financial statements which are deposited with the Luxembourg R.C.S. and published
according to the provisions of Luxembourg law.
The Company’s accounts are included in the
consolidated financial statements of the Group. These consolidated financial statements are also
available at the registered office of the Company or its website (www.aroundtown.de).
Aroundtown’s ordinary shares are listed on the Prime Standard of the Frankfurt Stock Exchange and
included in the MDAX index of the Deutsche Börse (symbol: AT1).
On April 29, 2025, Standard and Poor’s Global Ratings (S&P) announced its decision to downgrade
Aroundtown’s credit rating by one notch from BBB+ (negative outlook) to BBB (stable outlook). The
updated rating of BBB also applies to Company’s senior unsecured debt. S&P affirmed the rating at
BBB (stable outlook) in December 2025. The Group’s subordinated perpetual notes’ rating has been
consequently updated from BBB- to BB+.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
29
Note 2. Summary of Significant Accounting Policies
2.1 Basis of presentation
The annual accounts have been prepared in accordance with Luxembourg legal and regulatory
requirements (Lux GAAP) on a going concern basis and under the historical cost convention.
The accounting and valuation policies applied for the financial year ended December 31, 2025 are
determined by the Board of Directors in compliance with the amended Law of December 19, 2002.
The preparation of annual accounts requires the use of certain critical accounting estimates. It also
requires the management of the Company to exercise its judgement in the process of applying the
accounting policies. Changes in assumptions may have a significant impact on the annual accounts in
the period in which the assumptions changed. Management believes that the underlying assumptions
are appropriate and that the annual accounts therefore present the financial position and its results fairly.
The annual accounts of the Company are presented in Euro and the accompanying notes in thousands
of Euro (KEUR), rounded to the nearest KEUR, unless otherwise stated.
2.2 Foreign currency transactions
The Company maintains its books and records in Euro.
Transactions expressed in currencies other than Euro are translated into Euro at the exchange rate
effective at the time of the transaction.
Formation expenses and fixed assets expressed in currencies other than Euro are translated into Euro at
the exchange rate effective at the time of the transaction. At the balance sheet date, these items remain
translated at historical exchange rates.
Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and
gains are recorded in the profit and loss account of the financial year.
Other assets and liabilities are valued individually at the lower and the higher respectively, of their value
at the historical exchange rate or their value determined at the exchange rates prevailing at the balance
sheet date. Realised exchange gains and losses are recorded in the profit and loss account at the moment
of their realisation. Only unrealised exchange losses are recorded in the profit and loss account.
Where there is an economic link between an asset and a liability, these are valued in total according to
the method described above and the net unrealised losses are recorded in the profit and loss account and
the net unrealised exchange gains are not recognised.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
30
Note 2. Summary of Significant Accounting Policies (continued)
2.3 Formation expenses
Formation expenses consist of share capital increase costs. They are amortized on a straight-line basis
over a period of 5 years.
If the financial instruments are repaid, converted, repurchased or redeemed on an earlier date, the related
remaining balances of unamortized costs are fully expensed in the profit and loss account in the year of
repayment/repurchase/redemption/conversion.
2.4 Tangible assets
Tangible assets are valued at purchase price including the expenses incidental thereto. They are
depreciated over their estimated useful economic lives.
The depreciation rates and methods applied are as follows:
Depreciation rates
Depreciation method
Other fixtures and fittings, tools and equipment
20-33%
Straight-line
Where the Company considers that a tangible asset has suffered a durable depreciation in value, an
additional write-down is recorded to reflect this loss. These value adjustments are not continued if the
reason for which the value adjustments were made have ceased to apply.
2.5 Financial assets
Financial assets
comprise Shares in affiliated undertakings, Loans to affiliated undertakings and other
loans which are valued in the accounts at purchase price/nominal value (loans) including the expenses
incidental thereto.
In case the Company deems that there is a durable depreciation in value of the financial fixed assets,
value adjustments are recorded, so that they are valued at the lower figure to be attributed to them at
the balance sheet date. These value adjustments are not continued if the reasons for which the value
adjustments were made have ceased to apply.
2.6 Debtors
Debtors are valued at their nominal value. They are subject to value adjustments where their recovery
is compromised. These value adjustments are not continued if the reasons for which the value
adjustments were made have ceased to apply.
2.7 Investments
Investments may include transferable securities, own shares, as well as other investments in shares and
other securities equivalent to shares and in bonds or other forms of securitized debts.
Own shares are shares that have been reacquired by the Company and are recognized at their acquisition
cost, including directly attributable transaction costs.
Transferable securities, own shares as well as other investments are valued at the lower of cost including
expenses incidental thereto and calculated on the basis of the FIFO method or market value. A value
adjustment is recorded where the market value is lower than the cost of purchase. These value
adjustments are reversed if the reasons for which the value adjustments were made have ceased to apply.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
31
Note 2. Summary of Significant Accounting Policies (continued)
2.7 Investments (continued)
The market value corresponds to:
a. the last available quoted price in an active market for quoted securities;
b. the fair value estimated with due care and in good faith by the Company based on market and business
assumptions.
2.8 Derivatives
Derivative financial instruments include mainly cross currency, interest and credit default swaps,
forward and option contracts and collateral. Derivatives are initially stated at cost for derivatives
purchased. At each balance sheet date, unrealized losses are recognized in the profit and loss account,
whereas gains are accounted for when realized. In case of derivative financial instruments used for
hedging an asset and/or a liability, unrealized gains or losses are deferred until the recognition of the
realized losses or gains on the hedged items, with exception for hedging of interest rate (e.g., using
cross-currency swap derivative instruments), whereby the unrealized losses or gains are recognized to
reflect the effective interest rate contracted in the hedge agreement.
Commitments on those derivative financial instruments are disclosed in notes 6,
11.4
and 13.
2.9 Prepayments
The asset item includes expenditures incurred during the financial year but relating to subsequent
financial year.
Prepayments also include discounts, issuance costs for bonds and perpetual notes and upfront fees for
loans. These costs are capitalized and amortized over the period of the facility or recognized in the
corresponding financial year, as applicable.
2.10 Provisions
Provisions are intended to cover losses or debts, the nature of which is clearly defined and, at the date
of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their
amount or as to the date on which they will arise.
Provisions may also be created to cover charges which have their origin in the financial year or in a
previous financial year, the nature of which is clearly defined and which at the Balance Sheet date are
either likely to be incurred, or certain to be incurred but uncertain as to their amount or as to the date
on which they will arise.
2.11 Creditors
Creditors are recorded at their nominal value.
Where the amount repayable on account is greater than the amount received, the difference is shown as
an asset and is amortized on a straight-line basis over the period of the debt.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
32
Note 2. Summary of Significant Accounting Policies (continued)
2.12 Income and charges
Income and charges are recorded on the accrual basis of accounting.
2.12.1 Interest income and interest charges
Interest income and interest charges are accrued on a timely basis, by reference to the principal
outstanding and at the nominal interest rate applicable, with adjustments, where applicable, pursuant to
hedge financial instrument contracts designated for hedging the interest rate.
2.12.2 Dividend income
Dividend income from investments is recognized when the shareholder’s right to receive the payment
has been established.
2.13 Taxation
The Company is subject to the general tax regulations applicable to commercial companies in
Luxembourg.
2.14 Share-based payment transactions
The grant-date fair value of equity-settled share-based payment awards granted to directors and senior
management is generally recognized as an expense, with a corresponding increase in provision, over
the vesting period of the awards.
The amount recognized as an expense is adjusted to reflect the number of awards for which the related
service and non-market performance conditions are expected to be met, such that the amount ultimately
recognized is based on the number of awards that meet the related service and non-market performance
conditions at the vesting date.
Note 3
.
Critical accounting estimates
The preparation of the annual accounts and the application of the accounting policies and methods
described below require critical accounting estimates that involve judgements and the use of
assumptions. By their nature, the assessments necessary for drawing up the annual accounts require the
formulation of hypotheses and carry risks and uncertainties as to their occurrence in the future.
Although the Board of Directors believes that it has taken all available information into account in
determining these judgements and estimates, the actual future profits and losses from the operations
concerned could differ from these estimates and therefore have a material impact on the annual
accounts.
The use of estimates mainly concerns the estimation of the recoverable amount of the potentially
impaired financial assets.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
33
Note
4
. Formation expenses
Formation expenses consist of share capital increase costs incurred as part of a significant extension of
Company’s activity:
2025
2024
KEUR
KEUR
Gross book value - opening balance
31,774
31,774
Additions for the financial year
-
-
Disposals for the financial year
-
-
Gross book value – closing balance
31,774
31,774
Accumulated value adjustments - opening balance
(31,607)
(29,904)
Allocations for the financial year
(167)
(1,703)
Reversals for the financial year
-
-
Accumulated value adjustments – closing balance
(31,774)
(31,607)
Net book value - opening balance
167
1,870
Net book value - closing balance
-
167
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
34
Note 5. Financial assets
The movements for the financial year are as follows:
Affiliated undertakings
Shares
Loans
Other loans
Total
KEUR
KEUR
KEUR
KEUR
Gross book value - opening balance
10,624,786
5,235,238
10
15,860,034
Additions for the financial year
321,080
210,325
-
531,40
5
Disposals for the financial year
(30,665)
(327,665)
-
(358,330)
Gross book value – closing balance
10,915,201
5,117,898
10
16,033,109
Accumulated value adjustments - opening balance
(327,446)
-
-
(327,446)
Allocations for the financial year
-
-
-
-
Reversals for the financial year
249,671
-
-
249,671
Accumulated value adjustments - closing balance
(77,775)
-
-
(77,775)
Net book value - opening balance
10,297,340
5,235,238
10
15,532,588
Net book value - closing balance
10,837,426
5,117,898
10
15,955,334
The Company periodically evaluates the recoverability of its investments in affiliates whenever indicators of impairment are present. Indicators of impairment
include items such as declines in revenues, earnings or cash flows or material adverse changes in economic or political stability of the particular country, which
may indicate that the carrying amount of an asset is not recoverable in full. If the loss in value is considered durable, a value adjustment
(allocation) is recorded
for the investment in affiliates. Reversals represent the release of previously recognized value adjustments. During the financial year, the Board of Directors
has decided on reversals of KEUR 249,671 (2024: net allocations of KEUR 50,458). See also note 16.
Loans granted to affiliated undertakings correspond mainly to Aroundtown Real Estate Limited and amounted to KEUR 5,107,89
7
(2024: KEUR 4,897,573).
See also note 15 - Financial income on loans granted to affiliated undertakings.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
35
Note 5. Financial assets (continued)
Significant affiliated undertakings in which the Company holds at least 20% of the share capital as of December 31, 2025 are as follows:
Affiliate
Country
Percentage
Holding (%)
Acquisition costs,
net of value
adjustments
Equity as of 31
December 2025
(
c
)
Profit (loss) for
the year ended
December 31,
2025 (
c
)
KEUR
KEUR
KEUR
Aroundtown Limited (a)
(With registered office at 54B Artemidos & Nikou Demetriou 54B,
Scanner Avenue Tower, 6031, Larnaca, Cyprus)
Cyprus
100%
6,083,708
992,071
12,82
7
TLG Immobilien AG
(With registered office at Wittestraße 30, Haus F, 13509 Berlin (until
7.3.2025: Alexanderstraße 1, 10178 Berlin))
Germany
88
.28
%
2,961,047
2,902,021
97,746
Edolaxia Group Limited (b)
(With registered office at 54B Artemidos & Nikou Demetriou 54B,
Scanner Avenue Tower, 6031, Larnaca, Cyprus)
Cyprus
100%
1,096,007
1,711,520
861
Alfortia Limited
(With registered office at 54B Artemidos & Nikou Demetriou 54B,
Scanner Avenue Tower, 6031, Larnaca, Cyprus)
Cyprus
100%
4,956
11,886
(4)
Bluestyle Limited
(With registered office at 54B Artemidos & Nikou Demetriou 54B,
Scanner Avenue Tower, 6031, Larnaca, Cyprus)
Cyprus
100%
321,030
333,370
(
29
)
Aroundtown Holdings B.V.
(With registered office at H.J.E. Wenckebachweg 123, 1096AM
Amsterdam)
Netherlands
100%
352,687
432,331
6,339
AT Securities B.V. (d)
(With registered office at H.J.E. Wenckebachweg 123, 1096AM
Amsterdam)
Netherlands
100%
2,000
1,888
(7,853)
Aroundtown Holdings S.à.r.l.
(37, Boulevard Joseph II, L-1840 Luxembourg)
Luxembourg
100%
9,613
9,653
39
Aroundtown Finance S.à.r.l. (d)
(37, Boulevard Joseph II, L-1840 Luxembourg)
Luxembourg
100%
162
(38,569)
(76,366)
ATF Netherlands B.V. (d)
(With registered office at H.J.E. Wenckebachweg 123, 1096AM
Amsterdam)
Netherlands
100%
2,000
2,848
22
10,833,210
6,359,019
33,58
2
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
36
(a) the amount includes investment in Redeemable Preference Shares (“RPS”) in Aroundtown Real Estate Limited, a wholly owned subsidiary of Aroundtown
Limited. The RPS carry similar rights as the ordinary shares carry, with the exception that they accumulate their right for dividends, so any future dividend
would be first paid to the RPS holders and the remaining part to the ordinary shareholders, pro-rata. The RPS are redeemable at the sole discretion of the issuer.
(b) as of December 31, 2025, the Company held indirectly, via its holdings in Edolaxia Group Limited, 62.56% in Grand City Properties S.A. (“GCP”) (excluding
own share of GCP held in treasury) (2024: 61.86%).
(c) Based on unaudited individual financial information prepared in accordance with IFRS as adopted by the European Union (EU) as of December 31, 2025
.
(d) Include equity attributed to perpetual notes investors.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
37
Note 6. Debtors
Debtors are composed of:
Within one
year
After more
than one year
Total
December 31,
2025
Total
December 31,
2024
KEUR
KEUR
KEUR
KEUR
Amounts owed by affiliated
undertakings
2,158,997
14,485
2,173,482
1,865,794
Other debtors
36,027
-
36,027
214,358
Total
2,195,024
14,485
2,
2
09,509
2,080,152
Amounts owed by affiliated undertakings correspond
mainly to:
-
Receivables from
Aroundtown Real Estate Limited amounted to KEUR 1,757,123
(2024: KEUR 1,831,877).
-
Receivables from Aroundtown Finance S.à.r.l. amounted to KEUR 97,150 (2024: KEUR 185).
-
Receivable from TLG Immobilien AG amounted to KEUR 94,
800
(2024: KEUR 3,071).
-
Receivables from
AOE Inv. & Management S.à.r.l. amounted to KEUR 14,596 (2024: KEUR
24,403).
Note 7. Own shares
As of December 31, 2025, the Company held 32,287,892 of own shares (2024: 32,287,892) having a
carrying amount of KEUR 85,498 (2024: KEUR 94,313). In addition, subsidiaries of the Company held
410,743,306 of own shares (2024: 411,144,171).
The own shares held in treasury by the Company and the Company’s wholly owned affiliates are
suspended from voting and dividend rights. In other cases, shares held in treasury are also suspended
from voting rights but entitled to dividends.
Movements in own shares are detailed as follows:
Number of
shares
Cost
Value
adjustment
Net value
KEUR
KEUR
KEUR
Opening balance as of January 1, 2025
32,287,892
161,536
(
67,223
)
94,313
Movements (note 16)
-
-
(8,815)
(8,815)
Closing balance as of December 31, 2025
32,287,892
161,536
(
038
,
76
)
498
,
85
The own shares held represent 2.10% of the Company's subscribed capital as of December 31, 2025
(28.82% including the own shares held by the Company’s subsidiaries).
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
38
Note
8
. Cash at bank and in hand
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury
department in accordance with the Company’s policy.
The Company holds its cash at bank and in hand with highly-rated (mostly between A- to A+ by the
leading global rating agencies) banks and financial institutions. Concentration risk is mitigated by not
limiting the exposure to a single counterparty.
The composition of cash and cash equivalents was
as follows:
Total
December 31,
2025
Total
December 31,
2024
KEUR
KEUR
Cash at banks
67,930
347,374
Cash deposits of up to three months
836,949
327,457
Total
904,879
674,831
None of the cash at bank and in hand
is restricted.
Note
9
. Prepayments
Prepayments are mainly composed of discounts and issuance costs for bonds and perpetual notes and
upfront fees for loans, for a total amount of KEUR 140,384 (2024: KEUR 112,126). These costs are
amortized over the period of the facility.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
39
Note
10
. Capital and reserves
Note
10
.1. Subscribed capital
As of December 31, 2025 and December 31, 2024, the subscribed capital amounts to KEUR 15,370 and
is divided into 1,537,025,609 fully paid-up
ordinary shares, each with a nominal value of EUR 0.01.
The authorized share capital of the Company amounts to KEUR 30,000 and is divided into
3,000,000,000 ordinary shares, each with a nominal value of EUR 0.01.
There was no movement in the subscribed capital of the Company during the financial year.
Note
10
.2. Share premium
The share premium was derived directly from the capital increases that took place since the date of
incorporation and from conversion of the convertible bonds into ordinary shares and can be distributed
at any time.
On March 26, 2025, the Board of Directors of the Company has decided not to recommend a dividend
payment for the 2024 financial year at the Company’s annual general meeting, following the increase
in macro-economic and capital markets uncertainty and volatility. The decision not to pay was officially
accepted by the annual general meeting that took place on June 24, 2025.
During 2025, a value adjustment of KEUR 8,815 was recognized in respect of movements in own shares
(Note 7).
Note
10
.3. Legal reserve
The Company is required to allocate a minimum of 5% of its annual net income to a legal reserve, until
this reserve equals 10% of the subscribed share capital. This reserve may not be distributed.
As of December 31, 2025, the legal reserve amounted to KEUR 1,537 (2024: KEUR 1,053).
Note
10
.4. Reserve for own shares
The Company created a non-distributable reserve (“Reserve for own shares”) for an amount of KEUR
85,498 (2024: KEUR 94,313). Refer to Note 7 for information on own shares held by the Company.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
40
Note
10
.5. Movements in the reserves and profit or loss items
Legal
reserve
Reserve for
own shares
Profit or
(loss)
brought
forward
Profit for
the financial
year
KEUR
KEUR
KEUR
KEUR
Opening balance as of January 1,
2025
1,053
94,313
158,641
186,822
Movement for the year:
- Allocation of previous year’s profit
484
-
186,338
(186,822)
- Profit for the financial year
-
-
-
115,031
- Other movements
-
(8,815)
-
-
Closing balance as of December 31, 2025
1,537
85,498
344,979
115,031
Note 1
1
. Creditors
Amounts under Creditors are as follows:
Note
Within
one
year
After more
than one
year
Total
December 31,
2025
Total
December
31, 2024
KEUR
KEUR
KEUR
KEUR
Non-convertible loans
11.1
1,192,672
8,931,402
10,124,074
9,598,61
7
Amounts due to credit
institutions
11.2
1,977
139,562
141,539
140,648
Trade creditors
80,602
-
80,602
38,648
Amounts owed to affiliated
undertakings
11.3
1,469,067
1,980,800
3,449,867
3,373,707
Other creditors
22,524
-
22,524
10,374
Total
2,766,842
11,051,764
13,818,606
13,161,994
Note 1
1
.1. Non-convertible loans
Non-convertible loans are detailed as follows:
Total
December 31,
2025
Total
December 31,
2024
Note
KEUR
KEUR
Bonds
a
9,258,861
8,566,968
Perpetual notes
b
732,283
910,926
Interest payable on bonds and perpetual notes
114,968
110,861
Derivative instruments and collateral
11.4
17,962
9,862
Total
10,124,074
9,598,617
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
41
Note 1
1
.1. Non-convertible loans
(continued)
a.
Bonds:
Set out below is an overview of the Company’s straight bonds as of December 31, 2025, and as of December 31, 2024:
Series
Note
Currency
Nominal
amount in
original
currency as of
31.12.2025
Nominal
amount in
original
currency as of
31.12.2024
Coupon rate (p.a.)
Contractual
maturity
Carrying
amount in EUR
as of 31.12.2025
Carrying
amount in EUR
as of 31.12.2024
in millions
in millions
KEUR
KEUR
Series H
(a) (b) (c)
USD
400.0
400.0
1.365
03/2032
372,440
372,4
40
Series NOK
(a) (b) (c)
NOK
750
.0
750
.0
0.818
07/2027
79,316
79,316
Series I
(*)
EUR
-
178.9
1.8
8
01/2026
-
178,900
Series J
(b) (c) (d)
GBP
483.5
483.5
1
.
48
10/2029
578,842
578,842
Series K
(*)
EUR
-
266
.
3
1.0
0
01/2025
-
266,300
Series L
(b) (c) (e)
USD
150.0
150.0
4.846
02/2038
125,156
125,156
Series M
(c), (*)
CHF
-
239.8
0.73
01/2025
-
213,075
Series N
EUR
795
.0
795
.0
1.6
3
01/2028
795,000
795,000
Series O
(*)
EUR
25.8
296.8
2.0
11/2026
25,800
296,800
Series R
(b) (c) (f), (*)
CAD
-
62.4
3.00
09/2025
-
40,362
Series T
(g)
EUR
150
.0
150
.0
3.00
09/2030
150,000
150,000
Series U
EUR
75
.0
75
.0
2.97
09/2033
75,000
75,000
Series V
EUR
50
.0
50
.0
2.7
10/2028
50,000
50,000
Series W
EUR
76
.
0
76
.
0
3.25
11/2032
76,000
76,000
Series X
(c), (*)
CHF
59.
4
99
.
8
1.72
03/2026
63,743
91,515
Series 28
(b) (c) (h), (*)
USD
174.5
496
.
5
1
5.
5
4
03/2029
154,353
438,483
Series 29
(b) (c) (i)
NOK
1
,
735
.
0
1
,
735
.
0
3.00
03/2029
179,032
179,032
Series 30
(b) (c) (j), (*)
GBP
355.1
387.7
3.00
04/2031
415,995
454,171
Series 31
(c)
JPY
7
,000.0
7
,000.0
1.42
05/2029
61,253
61,253
Series 32
(*)
EUR
-
518.2
0.63
07/2025
-
518,200
Series 33
EUR
600.0
600.0
1.45
07/2028
600,000
600,000
Series 34
(b) (c), (*)
NOK
-
500.0
1.055
07/2025
-
45,923
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
42
(a)
coupon and principal are linked to Consumer Price Index (CPI) through derivative instruments
(b)
effective coupon in euro
(c)
the Company hedged the currency risk of the principal amount until maturity
(d)
the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual euro coupon is 1.48% p.a. from July 2024
until maturity
(e)
the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual euro coupon is 1.78% p.a. plus Euribor
(6M), semi-annually. The Company fixed the variable interest to 4.846% p.a. from April 2024 until February 2028
(f)
the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual euro coupon is 1.7% p.a., semi-annually
until Q3-2023, and 2.72% p.a. plus Euribor (6M), semi-annually for the following years until maturity. The Company fixed the variable interest to 3.0% p.a. from
March 2024 until maturity
(g)
the Company hedged the interest rate risk, the effective annual euro coupon is 2.266% p.a. plus Euribor (6M), semi-annually. The Company fixed the variable interest
to 3.0% p.a. from March 2024 until September 2027
Series
Note
Currency
Nominal
amount in
original
currency as of
31.12.2025
Nominal
amount in
original
currency as of
31.12.2024
Coupon rate (p.a.)
Contractual
maturity
Carrying
amount in EUR
as of 31.12.2025
Carrying
amount in EUR
as of 31.12.2024
in millions
in millions
KEUR
KEUR
Series 36
(*)
EUR
242.4
475.5
1.50
05/2026
242,400
475,500
Series 38
EUR
727.8
727.8
0.00
07/2026
727,800
727,800
Series 39
EUR
1,027.9
1,027.9
0.375
04/2027
1,027,900
1,027,900
Series 40
(k),(*)
EUR
420.5
650.0
4.80
07/2029
420,500
650,000
Series 41
(l)
EUR
1,050.0
-
3.50
05/2030
1,050,000
-
Series 42
(m)
EUR
850.0
-
3.25
01/2031
850,000
-
Series 43
(c), (n)
CHF
150.0
-
1.50
11/2030
179,878
-
Series 44
(b), (c), (o), (p)
GBP
400.0
-
3.50
12/2032
458,453
-
Series 45
(q), (r)
EUR
500.0
-
2.875
12/2027
500,000
-
Total
9,258,861
8,566,968
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
43
Note 1
1
.1. Non-convertible loans
(continued)
(h)
the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual euro coupon is 2.667% p.a. plus Euribor
(6M), semi-annually. The Company fixed the variable interest to 5.154% p.a. from March 2024 until March 2026
(i)
the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual euro coupon is 3.0% p.a. from March 2024
until maturity
(j)
the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual euro coupon is 2.11% p.a. plus Euribor
(6M), semi-annually. The Company fixed the variable interest to 3.0% p.a. from April 2024 until April 2028
(k)
in July 2024, the Company successfully completed the placement of €650 million nominal value series 40 bonds for a net price of ca. 97.1% of its nominal value,
maturing in July 2029 and carrying a 4.8% annual coupon. The bonds were issued under the EMTN Programme
(l)
in May 2025, the Company successfully completed the placement of €750 million nominal value series 41 bonds at an issue of ca. 97.7% of its nominal value, maturing
in May 2030 and carrying a 3.5% annual coupon. Following the issuance, in August and November 2025, the Company successfully completed two tap placements of
additional €150 million nominal value each of Series 41 bonds at an issue price of ca. 99.1% and 99.6% of their nominal value, respectively, resulting in a total
aggregate amount of €1,050 million nominal value. The bonds were issued under the EMTN Programme
(m)
in October 2025, the Company successfully completed the placement of €850 million nominal value series 42 bonds at an issue price of ca. 97.3% of its nominal
value, maturing in January 2031 and carrying a 3.25% annual coupon. The bonds were issued under the EMTN Programme
(n)
in November 2025, the Company successfully completed the placement of CHF 150 million nominal value series 43 bonds at an issue at par, maturing in November
2030 and carrying a 1.5% annual coupon. The bonds were issued under the EMTN Programme
(o)
in December 2025, the Company successfully completed the placement of GBP 400 million nominal value series 44 bonds at an issue price of ca. 97.8% of its nominal
value, maturing in December 2032 and carrying a 5.25% annual coupon. The bonds were issued under the EMTN Programme
(p)
the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual euro coupon is 3.5% p.a. until December
2028; and 1.147% p.a. plus Euribor (6M), semi-annually for the following years until maturity
(q)
in December 2025, the Company successfully completed the placement of €500 million nominal value series 45 bonds at an issue price at par, maturing in December
2027 and carrying a 0.8% plus Euribor (3M) annual coupon. The bonds were issued under the EMTN Programme
(r)
the Company hedged the interest rate risk, the effective annual euro coupon is 2.875% p.a. quarterly, until December 2026, and 0.80% p.a. plus Euribor (3M), quarterly
until maturity
.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
44
Note 1
1
.1. Non-convertible loans
(continued)
(*) Buyback and redemption of bonds
During the year, the Company bought back some of its straight bonds. Set forth are the amounts bought back and redeemed upon maturity during the year 2025:
Straight bond
Currency
Contractual
maturity
Nominal value bought back
Outstanding nominal
value as of December
31, 2025
in millions
(original currency)
in EUR millions
in millions
(original currency)
Series I
EUR
01/2026
178.9
178.9
Fully redeemed
Series K
EUR
01/2025
266.3
266.3
Fully redeemed
Series M
CHF
01/2025
239.8
214.4
Fully redeemed
Series O
EUR
11/2026
271.0
271.0
25.8
Series R
CAD
09/2025
62.4
41.0
Fully redeemed
Series X
CHF
03/2026
40.4
37.0
59.4
Series 28
USD
03/2029
322.0
285.0
174.5
Series 30
GBP
04/2031
32.6
38.1
355.1
Series 32
EUR
07/2025
518.2
518.2
Fully redeemed
Series 34
NOK
07/2025
500.0
45.9
Fully redeemed
Series 36
EUR
05/2026
233.1
233.1
242.4
Series 40
EUR
07/2029
229.5
229.5
420.5
Total nominal value bought back / redeemed
2,358.4
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
45
Note 1
1
.1. Non-convertible loans
(continued)
Main security, pledge and negative pledge as defined in the bonds’ term and conditions
This note provides an overview of certain covenants of the Company under its series of bonds
(other than the perpetual notes, which do not contain financial covenants) which are outstanding
as of December 31, 2025. The complete terms and conditions of each series of bonds are set forth
in the relevant bond documentation. Capitalised terms used in this note have the meanings set
forth in the terms and conditions of the relevant series of bonds. Save for one of the Company’s
outstanding series of bonds (Series 36), which is due for repayment in 2026 and which contains
a similar provision, the Company undertakes that it will not, and will procure that none of its
Subsidiaries will, up to (and including) the Final Discharge Date, incur any Indebtedness (other
than any Refinancing Indebtedness) if, immediately after giving effect to the incurrence of such
additional Indebtedness and the application of the net proceeds of such incurrence: the sum of:
a) (i) the Consolidated Indebtedness (less Cash and Cash Equivalents) as of the Last
Reporting Date; and (ii) the Net Indebtedness (less Cash and Cash Equivalents)
incurred since the Last Reporting Date would exceed 60 per cent. (depending on the
relevant series of bonds) of the sum of (without duplication): (i) the Total Assets (less
Cash and Cash Equivalents) as of the Last Reporting Date; and (ii) the value of all
assets acquired or contracted for acquisition by the Group as determined at the relevant
time in accordance with IFRS and the accounting principles applied by the Company
in the latest Financial Statements as certified by the auditors of the Company since the
Last Reporting Date (or, as the case may be, the purchase price of any Real Estate
Property acquired or contracted for acquisition by the Group since the Last Reporting
Date); and
(iii) the proceeds of any Indebtedness incurred since the Last Reporting Date (but only
to the extent that such proceeds were not used to acquire Real Estate Property or to
reduce Indebtedness); and
b) (i) the Consolidated Secured Indebtedness (less Cash and Cash Equivalents) as of the
Last Reporting Date; and (ii) the Net Secured Indebtedness (less Cash and Cash
Equivalents) incurred since the Last Reporting Date shall not exceed 45 per cent. of the
sum of (without duplication): (i) the Total Assets (less Cash and Cash Equivalents) as
of the Last Reporting Date; (ii) the value of all assets acquired or contracted for
acquisition by the Group as determined at the relevant time in accordance with IFRS
and the accounting principles applied by the Company in the latest Financial Statements
as certified by the auditors of the Company since the Last Reporting Date (or, as the
case may be, the purchase price of any Real Estate Property acquired or contracted for
acquisition by the Group since the Last Reporting Date); and (iii) the proceeds of any
Indebtedness incurred since the Last Reporting Date (but only to the extent that such
proceeds were not used to acquire Real Estate Property or to reduce Indebtedness).
In most of the Company’s outstanding series of bonds (excluding Series 36), the Company undertakes
that the sum of: (i) the Unencumbered Assets (less Cash and Cash Equivalents) as of the Last Reporting
Date; and (ii) the Net Unencumbered Assets (less Cash and Cash Equivalents) newly recorded since the
Last Reporting Date will at no time be less than 125 per cent. of the sum of: (i) the Unsecured
Indebtedness (less Cash and Cash Equivalents) at the Last Reporting Date; and (ii) the Net Unsecured
Indebtedness (less Cash and Cash Equivalents) incurred since the Last Reporting Date.
The Company undertakes that, on each Reporting Date, the Interest Coverage Ratio will be at least 1.8
(excluding one series of standalone bonds, for which the Consolidated Coverage Ratio will be at least
2.0).
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
46
Note 1
1
.1. Non-convertible loans
(continued)
Save for two of the Company’s series of bonds, which contains similar provisions, the Company’s
outstanding series of bonds contain a customary negative pledge clause that prohibits the Company, so
long as any of the Senior Notes remain outstanding, from creating or having outstanding any Security
Interest (other than a Permitted Security Interest) upon any of its present or future business, undertaking,
assets or revenues (including any uncalled capital) to secure any Capital Markets Indebtedness, unless
the Company promptly takes any and all action necessary to ensure that:
(i) all amounts payable by it under the Senior Notes and the Trust Deed are secured by the
Security Interest equally and rateably with the Capital Markets Indebtedness to the
satisfaction of the Trustee; or
(ii) such other Security Interest or other arrangement is provided either (i) as the Trustee in its
absolute discretion deems not materially less beneficial to the interests of the Senior
Noteholders or (ii) as is approved by an Extraordinary Resolution of the Senior
Noteholders.
There have been no breaches in covenants during the year and up to the date of approval of these these
annual accounts.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
47
Note 11.1 Non-convertible loans
(continued)
b.
Perpetual notes:
Set out below is an overview of the Company’s perpetual notes as of December 31, 2025 and December 31, 2024:
ISIN
Note
Currency
Nominal
amount in
original
currency as of
31.12.2025
Nominal
amount in
original
currency as of
31.12.2024
Annual
coupon
rate until
next reset
date
First/Next
possible call
date
Next reset
margin
Carrying
amount in
EUR as of
31.12.2025
Carrying
amount in
EUR as of
31.12.2024
In thousands
In thousands
KEUR
KEUR
XS1752984440
11.1.1
EUR
93,700
93,700
4.542
01/2026
2.250%+5Y
Mid-Swap
93,700
93,700
XS2017788592
(a) (b) (c) 11.1.1
GBP
-
19,3
19
6.850
-
-
-
21,631
XS2055106210
(d) 11.1.1
EUR
-
155,300
6.193
-
-
-
155,300
XS2027946610
(d) 11.1.1
EUR
59,783
61,495
5.871
01/2026
3.710%+5Y
Mid-Swap
59,783
61,495
XS2287744721
EUR
578,800
578,800
1.625
04/2026
2.419%+5Y
Mid-Swap
578,800
578,800
Total
732,283
910,926
(a)
effective euro coupon rate using cross-currency swap the euro amount is based on the historical rate as of placement of the notes
(b)
the euro amount is based on the historical rate as of placement of the notes
(c)
in May 2024, a resolution was made for the Company’s £20.4 million outstanding nominal value (after the Perpetual Notes Offers described in note 11.1.1, nominal value of £19.3 million
was left outstanding) of its 4.75% perpetual notes with first call date on June 25, 2024 (the “GBP Notes”).
As stipulated in the terms and conditions of the GBP Notes, the coupon rate starting from June 2024 was set to be at 5-year Mid-Swap rate plus margin of 4.377% p.a. (total coupon rate of
8.521% p.a., subsequently swapped into 6.85% p.a. on a fixed euro notional amount) with the next coupon rate reset date in June 2029.
(d)
In November 2024, the Company announced the decision not to voluntarily redeem its €155.3 million and €61.5 million outstanding nominal value of its 3.375% and 2.875% perpetual notes
with first call date on December 23, 2024, and January 12, 2025, respectively (the “EUR Notes”). As stipulated in the terms and conditions of these EUR Notes, the coupon rate starting from
December 2024 and January 2025 was set to be at 5-year Mid-Swap rate plus margin of 3.98% p.a. (total coupon rate of 6.193%) and 5-year Mid-Swap rate plus margin of 3.46% p.a. (total
coupon rate of 5.871%), with the next coupon rate reset date in December 2029 and January 2030, respectively.
The issuer of the perpetual notes may, at its sole discretion, elect to defer the payment of coupons on the notes. These unpaid coupons arrears must be paid by the issuer upon
the occurrence of certain events, including but not limited to dividends, distributions or other payments made to instruments such as the Company’s ordinary shares, which rank
junior to the perpetual notes. Any such deferred amounts shall not be compounded. The principal value of the notes may be redeemed at the issuer’s sole discretion and on
certain dates as detailed above under “First call date”. If the Company decides not to redeem a perpetual note, the annual coupon rates for following periods are updated
according to the “Next reset margin” (updated on the First call date and every 5 years from that date when the perpetual note is not called by the Company). The next possible
call date shall be in each subsequent year of the Next call date.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
48
Note 11.1.1 Issuances, exchange, tender offers and redemptions
On October 30, 2025, the Company’s wholly owned affiliate, Aroundtown Finance S.à.r.l., issued
perpetual notes in an aggregate principal amount of EUR 500 million. On November 7, 2025,
Aroundtown Finance S.à.r.l. issued an additional EUR 200 million in aggregate principal amount of the
same series of perpetual notes (tap issuance). The notes were issued at 97.704% and 98.000% of their
principal amounts, respectively. The Company acts as the guarantor of these issued notes (see Note 21).
These Perpetual notes are of unlimited duration and can be called back at the Group’s discretion on
certain contractually fixed dates or occasions. Up until the first reset date on May 30, 2031, the perpetual
notes bear a coupon rate of 5.250% p.a. In case the Group does not exercise its call right at that point,
the coupon rate applied until the next reset date (May 2036) shall correspond to the five-year swap rate
plus a margin of 343.1 basis points p.a. The margin will increase by 25 basis points (to 368.1 basis
points p.a.) as of May 2036 and by another 75 basis points (to 443.1 basis points p.a.) as of May 2051.
The newly issued perpetual notes were admitted to trading on the Euro MTF Market operated by the
Luxembourg Stock Exchange.
The perpetual notes were issued as part of a comprehensive refinancing exercise, including concurrent
tender offer and subsequent exercise of redemption options (see below).
On October 31, 2025, following the issuance of EUR 700 million perpetual notes with a 5.250%, the
Company announced the results of a tender offer launched on October 23, 2025.
Set out below are the
Company’s 2025 perpetual notes tender offer results:
Perpetual notes series
tendered
Original
currency
Principal
amount
outstanding
prior to the
Perpetual
notes tender
Offer
Principal
amount
accepted
New principal
amount outstanding
Principal
amount
accepted
New
principal
amount
outstanding
(ISIN)
(in millions of original currency)
(in EUR millions)
XS2055106210
(2)
EUR
150.7
83.1
67.6
83.1
67.6
XS2017788592
(2)
GBP
19.3
4.9
14.4
5.8
(1)
17.1
(1)
Total principal amount accepted in the perpetual notes offers and of which redeemed (in EUR
millions):
88.9
84.7
(1) exchanged / redeemed nominal values at historical rate as of original placement of the notes
(2) following the tender offers, the Company exercised its option to fully redeem the new outstanding principal amount
Additionally, as part of the 2025 perpetual notes tender offer, an aggregate nominal value of
approximately EUR 922 million, relating to three outstanding perpetual notes issued by the Company’s
wholly owned subsidiaries (for which the Company acts as the guarantor of these notes) were redeemed.
See also note 25 for issuance, tender offer and redemptions of perpetual notes after the reporting period.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
49
Note 11.1.1 Issuances, exchange, tender offers and redemptions
(continued)
In April 2024, following resolutions taken by the Board of Directors of the Company, the Company,
executed voluntary exchange and tender offers (the “April Offers”) to the holders of a total of four
outstanding perpetual notes that were not called in 2023 and 2024, and for those with first call dates
approaching in the next 12 months.
Under the April Offers, holders of the relevant existing perpetual notes had the opportunity to exchange
existing eligible holdings to one of either:
(i) new perpetual notes at a relevant exchange ratio and a cash amount for participating in the exchange;
or
(ii) new perpetual notes at a relevant exchange ratio, a cash amount for participating in the exchange,
and 15-20% redemption of their exchanged notes for cash at discount forming a small premium over
the market prices prevailing prior to the April Offers.
In September 2024, another exchange and tender offer (the “September Offers”, and together with April
Offers – the “Perpetual Notes Offers”) was executed by the Company, under which the holders could
choose between:
(i)
new perpetual notes at a relevant exchange ratio; or
(ii) new perpetual notes at a relevant exchange ratio, and 20% redemption of their exchanged notes for
cash at discount forming a small premium over the market prices prevailing prior to the September
Offers.
Set out below are the Company’s 2024 Perpetual Notes Offers’ results:
Perpetual notes series
tendered
Original
currency
Principal
amount
outstanding
prior to the
Perpetual
Notes Offers
Principal
amount
accepted
Thereof principal
amount redeemed at
discount
Principal
amount
accepted
Thereof
principal
amount
redeemed at
discount
(ISIN)
(in millions of original currency)
(in EUR millions)
XS2055106210
EUR
600.0
443.7
24.8
443.7
24.8
XS1752984440
EUR
394.5
300.8
21.4
300.8
21.4
XS2027946610
EUR
500.0
438.2
44.0
438.2
44.0
XS2017788592
GBP
400.0
380.7
34.9
426.2
(*)
39.1
(*)
Total principal amount accepted in the Perpetual Notes Offers and of which redeemed at discount (in
EUR millions):
1,608.9
129.3
(*) exchanged / redeemed nominal values at historical rate as of original placement of the notes
The Perpetual Notes Offers resulted in a high average acceptance rate of c.a. 83% of the tendered
nominal values (being ca. EUR 1.6 billion aggregate nominal value of existing perpetual notes).
Consequently, the Company’s wholly owned affiliates issued EUR 2.1 billion of new perpetual notes
across 4 different series (for which the Company acts as guarantor; see also note 21) with extended
dates for reset of margins when not called by the Company
.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
50
Note 1
1
.2. Amounts due to credit institutions
On July 11, 2022, the Company entered into a Term Facility Agreement amounting to KEUR 140,000
from Industrial and Commercial Bank of China Ltd., Luxembourg Branch (“ICBC loan” or the “loan”).
Amounts due to credit institutions include mainly a loan with a principal amount of KEUR 140,000
(2024: KEUR 140,000). The loan bears interest rate of 2% (modified in October 2024 from a rate of
0.75% + Euribor 6M) and matures in 2028. The accumulated interest is payable within one year, and
amounts to KEUR 1,322 (2024: KEUR 1,331).
Moreover, the Company has revolving credit facilities (RCF) from various financial institutions in a
volume of KEUR 725,000 (2024: KEUR 775,000), none were drawn down as of December 31, 2025.
The main terms and conditions, including covenants, pledge, and negative pledge of the ICBC
loan and
the RCF, are similar to those of the bonds detailed in Note 11.1, with relevant adjustments.
Note 1
1
.3. Amounts owed to affiliated undertakings
Amounts owed to affiliated undertakings are detailed as follows:
Total
December 31,
2025
Total
December 31,
2024
KEUR
KEUR
Loans from affiliated undertakings and interest payable
related thereto
3,444,541
3,368,379
Other liabilities towards affiliated undertakings
5,326
5,328
Total
3,449,867
3,373,707
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
51
Note 1
1
.4 Derivative financial instruments
The Company uses derivative financial instruments to hedge its exposure to foreign exchange and
interest rate risk, associated with its straight bonds and has entered into swap and cross-currency swap
agreements (CCS) as detailed below. Moreover, the Company acquired forward and option derivatives
contracts to hedge its exposure to foreign currency across its subsidiaries. For derivatives used to hedge
the interest rate risk of the Company’s bonds (including cross-currency swaps), the carrying amount
reflects the cumulative unrealized effect recognized to reflect the effective interest rate contracted in
the hedge agreement. For other hedging derivatives, unrealized gains and losses are deferred until the
related hedged item is recognized. For derivatives not designated as hedges, only unrealized losses are
recognized; unrealized gains are recognized when realized.
Risk(s) hedge
Hedging
instrument
Hedged item
Currency
Maturity
Carrying
amount as of
December 31,
2025
Carrying
amount as of
December 31,
2024
KEUR
KEUR
Foreign currency and interest rate
CCS
Bond series H
USD
2032
8,475
12,280
Foreign currency and interest rate
CCS
Bond series NOK
NOK
2027
705
449
Foreign currency and interest rate
CCS
Bond series J
GBP
2029
1,681
1,819
Foreign currency and interest rate
CCS
Bond series L
USD
2038
79
111
Foreign currency and interest rate
CCS
Bond series R
CAD
2025
-
176
Interest rate
Swap
Bond series T
EUR
2030
(32)
280
Foreign currency and interest rate
CCS
Bond series 28
USD
2029
(299)
3,330
Foreign currency and interest rate
CCS
Bond series 29
NOK
2029
855
3,611
Foreign currency and interest rate
CCS
Bond series 30
GBP
2031
1,438
1,132
Foreign currency and interest rate
CCS
Bond series 34
NOK
2025
-
434
Foreign currency and interest rate
CCS
Bond series 44
GBP
2032
439
-
Interest rate
Swap
Bond series 45
EUR
2026
7
-
Foreign currency and interest rate
Forwards, options, IRS and other CCS
202
5
-2029
(52,925)
(10,608)
Collateral for derivatives
21,615
(22,876)
(17,962)
(9,862)
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
52
Note 1
2
. Other external expenses
Other external expenses are detailed as follows:
2025
2024
KEUR
KEUR
Professional fees
(7,710)
(6,572)
Bank fees
(7,391)
(5,926)
Audit fees
(1,620)
(1,562)
Administrative expenses
(438)
(448)
Advertising and marketing expenses
(515)
(584)
Total
(17,674)
(15,092)
Professional fees include the cost of legal, insurance, consultancy and other similar professional
services. Professional fees include services rendered by related parties amounting to KEUR 1,635
(2024: KEUR 1,404).
Audit fees include the following services rendered by KPMG Audit S.à r.l. as the “réviseur d’entreprises
agréé” of the Company:
2025
2024
KEUR
KEUR
Audit services
(1,303)
(1,331)
Audit related services
(297)
(197)
Tax services
(20)
(34)
Total
(1,620)
(1,562)
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
53
Note 1
3
. Other operating expenses
As part of the share-to-share voluntary takeover offer the Company made to the shareholders of TLG
in February 2020, the Company and an existing shareholder of TLG (the “Investor”) entered into a lock-
up agreement (the “Agreement”). Under the Agreement, the Investor agreed to refrain from tendering
ca. 12 million TLG shares (the “TLG Shares”) into the voluntary takeover offer disposing of them
without the Company’s prior consent for a period of no less than 34 months after entering into the
Agreement (“Minimum Period"). As consideration for this undertaking, the Investor was entitled to
receive, for the period it holds the TLG Shares, a minimum gross return of 6% (including dividend
distributions) on the TLG Shares (the “Custody Fees”), and, in the event of a future disposal, a preset
share price for the TLG Shares. Following the Minimum Period, the Investor obtained the right to
dispose of the TLG Shares. In such case, the Company committed to indemnify the Investor for any
difference between the consideration the Investor receives upon disposal and the preset share price (the
“PPM Instrument”). To postpone such disposal for up to 10 years, the Company has the option to
provide an interest-bearing loan, secured by the TLG Shares, in an amount equal to the preset share
price multiplied by the number of the TLG Shares. In 2024, the Company made available ca. KEUR
200,000 in the form of a short-term collateralized credit default swap, indirectly backed by the TLG
Shares, which was presented in 2024 under Other debtors (note 6).
In 2025, following the conclusion of the Agreement, the Company entered into a new lock-up agreement
with a fund that acquired the TLG Shares (the “Minority Fund”). The Minority Fund committed not to
sell the TLG Shares without the Company’s prior consent for a lock-up period of five years. In return,
the Minority Fund is entitled to receive a minimum gross return of 6% (including dividend
distributions). Additionally, the Company provided a guarantee of up to KEUR 200,000 for the Minority
Fund`s financing, in form of a credit default swap secured by the TLG Shares.
Other operating expenses primarily arise from the initial recognition of the PPM Instrument and from
Custody Fees amounting to KEUR 161,041 (2024: KEUR 29,221).
Note 1
4
. Income from participating interests
Income from participating interests includes dividends received from affiliated undertakings,
amounting to KEUR 241,606 (2024: KEUR 471,972).
Dividend income was recorded mainly from the following subsidiaries:
-
Aroundtown Limited: KEUR 160,000 (2024: KEUR 200,000)
-
TLG Immobilien AG: KEUR 76,370 (2024: KEUR 93,270)
-
Aroundtown Holdings B.V.: KEUR 4,735 (2024: KEUR 4,200)
-
Bluestyle Limited: KEUR 200 (2024: KEUR 120,699)
-
Alfortia Limited: nil (2024: KEUR 29,894)
-
Edolaxia Limited: nil (2024: KEUR 23,893)
-
Aroundtown Holdings S.à.r.l.: KEUR 239 (2024: nil)
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
54
Note 15. Income from other investments and loans forming part of the fixed assets and Other
interest receivable and similar income
Income from other investments and loans forming part of the fixed assets and other interest receivable
and similar income are detailed as follows:
2025
2024
KEUR
KEUR
Financial income on loans granted to affiliated undertakings
418,459
292,621
Gain on buyback of bonds and perpetual notes
10,082
60,105
Interest income from deposits
11,817
12,
499
Realized gain on derivative financial instruments
94,262
23,947
Other financial income
13,328
27,106
Total
547,948
416,27
8
Note 16. Value adjustments in respect of financial assets and of investments held as current assets
Value adjustments in respect of financial assets and of investments held as current assets are detailed
as follows:
2025
2024
KEUR
KEUR
Reversal / (impairment) of investments in subsidiaries (note 5)
249,671
(50,458)
(Impairment) / reversal of impairment of own shares (note 7)
(8,815)
14,239
Total
240,856
(36,219)
Note 17. Interest payable and similar expenses
Other interest payable and similar expenses are detailed as follows:
2025
2024
KEUR
KEUR
Financial costs with bonds and perpetual notes
335,794
334,691
Loss on buyback of bonds and perpetual notes
70,868
21,004
Interest for loans received from affiliated undertakings
206,502
192,952
Interest on bank loans and current bank accounts
7,594
8,750
Realized loss on derivative financial instruments
34,179
9,878
Other financial expenses
63,989
47
,
687
Total
718,926
614
,
962
Financial costs with bonds and perpetual notes include the interest expense, as well as the amortization
of discounts and issuance costs of these instruments.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
55
Note 18. Related party transactions
Related party balances and transactions are presented in notes 5, 6, 7, 11, 12, 14, 15, 16, 17, 19, 20 and
21.
Note 19. Emoluments granted to the members of the management and supervisory bodies and
commitments in respect of retirement pensions for former members of these bodies
The Company has aligned the Board of Directors’ and Chief Officer’s remuneration package (consisting
of base salary, consultancy fees and allowances, as well as short-term bonuses and long-term incentive
remuneration) with the provisions of the Remuneration Policy of the Company. According to the
Remuneration Policy, the variable remuneration, in particular, (consisting of short-term remuneration
and long-term remuneration) is tied to the achievement of certain pre-defined performance measures.
As of December 31, 2025, the Board of Directors of the Company has the following structure: two
executive directors (2024: two), one non-executive director (2024: one), and four independent directors
(2024: four).
The total remuneration for the members of the Board of Directors amounted to KEUR 2,027 (2024:
KEUR 1,976).
Incentive share plan
The Annual General Meeting has approved the authorization of the Board of Directors to issue up to
9.5 million shares under an incentive plan for the Board of Directors, key management, and senior
employees. The plan includes a vesting period of up to four years, subject to specific milestones, aimed
at strengthening management’s long-term commitment to Aroundtown’s strategic objectives.
The key terms and conditions related to the program are as follows:
Grant date
Number of shares
(in thousands)
Contractual life of the
incentive
April 2022 – September 2028
4
,047
Up to 4 years
The number and weighted average of shares under the share incentive plan and replacement awards
were as follows:
2025
2024
Thousand shares
Outstanding on January 1
4,771
3,636
Granted during the year
553
1,471
Exercised during the year (*)
(1,277)
(336)
Outstanding on December 31
4,047
4,771
*In accordance with the terms and conditions of the incentive plan, 401 thousand shares (2024: 455
thousand) were delivered from the Company’s treasury (held by a subsidiary of the Company) to
employees across the Aroundtown Group, and the rest amounts were either settled in cash or cancelled.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
56
Note 20. Advances and loans granted to the members of the management and supervisory bodies
As of December 31, 2025, the Company’s wholly owned affiliates have outstanding loans of EUR
4
7.
million (2024: EUR 7.1 million) to the Executive Directors and Chief Officers. The loans are payable
from
202
6 until
2029
and bear an annual accrued interest rate of up to 3% plus Euribor.
Note 21. Off-balance sheet financial commitments
The Company granted unconditional and irrevocable guarantees on its wholly owned subsidiaries
Aroundtown Finance S.à.r.l. and AT Securities B.V.’s obligations and to others in an aggregate amount
of up to EUR 2.0 billion. The guarantee to the subsidiaries was granted as part of their issued perpetual
notes.
The Company provides a guarantee to a non-related party, as detailed in Note 13, of up to KEUR
200,000 as of December 31, 2025 (2024: EUR 130 million).
Note 22. Staff
The Company employed an average of 7 persons (2024: 6) during the financial year.
Note 23. Taxation
The Company is subject to the tax regulations applicable in Luxembourg.
The Company is incorporated and operates in Luxembourg, and its subsidiaries and affiliates operate in
various other countries. The Company is subject to the top-up tax in relation to some of its subsidiaries
and affiliates’ operations, where the statutory tax rate is below 15%. The impact of Pillar Two on the
2025 annual results is expected to be ca. EUR 10 million.
The total corporate tax rate for the Company is 23.87% (aggregated rate also including solidarity surtax
and municipal business tax) (2024: 24.94%).
57
Aroundtown SA
Notes to the annual accounts
for the
financial
year ended
December
31,
2025
Note
24.
Financial risk management
Financial risk factors
The
Company
is exposed to
market risk, credit risk
and liquidity risk.
The
Board
of
Directors
has
overall
responsibility
for
the
establishment
and
oversight
of
the
Company's risk management framework.
The
Board of
Directors is supported by a risk committee that advises on financial risks and the
appropriate financial risk governance framework for the Group. The Group’s risk management
policies are established to identify and analyze the risks faced by the Group, to set appropriate risk
limits
and
controls,
and
monitor
risks
and
adherence
to
limits.
Risk
management
policies
and
systems
are
reviewed
regularly
to
reflect
changes
in
market
conditions
and
in
the
Group’s
activities.
a.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market prices. Market risk comprises
three types of risk:
interest rate risk, currency risk and other price risk, such as equity price risk.
b.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial
instrument or customer contract, leading to a financial loss. The Group is exposed to credit
risk
from
its
operating
activities
(primarily
trade
and
other
receivables)
and
from
its
financing
activities,
including
cash
and
cash
equivalents
held
in
banks,
derivatives
and
other financial instruments.
c.
Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not
match. An unmatched position potentially enhances profitability but can also increase the
risk of loss. The Company has procedures with the objective of minimizing
such losses
such as maintaining sufficient cash and other highly liquid current assets and by having
available an adequate amount of committed credit facilities.
Operating risk
Operational risk is the risk that derives from the deficiencies relating to the Company's information
technology
and
control
systems
as
well
as
the
risk
of
human
error
and
natural
disasters.
The
Company's systems are evaluated, maintained and upgraded continuously.
Other risks
The Group operates in a dynamic macroeconomic and geopolitical environment characterized by
heightened
uncertainty,
shifting
policy
responses,
and
periodic
capital
market
volatility.
These
factors are interrelated and can reinforce one another (e.g., geopolitical developments influencing
energy prices and inflation, which in turn affect interest rates, financing conditions, asset valuations
and tenant affordability). While the Group has no direct operational or portfolio exposure to the
regions most affected by current conflicts or political tensions, it remains exposed to the indirect
economic
consequences
of
these
developments.
The
risks
described
below,
individually
or
collectively, could have a material adverse effect on the Group’s business, net assets,
financial
condition, cash flows and results of operations.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
58
Note 24. Financial risk management
(continued)
Geopolitical Uncertainty
Global geopolitical uncertainty has increased in recent years, driven by tensions among
major powers, regional conflicts, evolving trade and industrial policies, sanctions and other
restrictive measures. Although the Group does not have direct exposure to the regions most
affected by current conflicts, it is exposed to indirect consequences such as energy market
volatility, supply chain disruptions, shifts in migration patterns within Europe, and changes
in regulatory priorities.
These dynamics have contributed to elevated operating costs (particularly energy and
heating), may affect tenants’ ability to meet rent and recoverable operating costs, and can
increase broader inflationary pressure. Volatility in capital markets linked to geopolitical
events can also reduce the Group’s ability to raise capital on attractive terms, increasing its
cost of capital and potentially limiting growth opportunities. Geopolitical developments
have additionally influenced migration across Europe, which can intensify demand pressure
in residential real estate markets, exacerbate supply-demand imbalances, and increase
political focus on housing availability, regulatory intervention and construction. The
timing, scope and impact of further escalation or new conflicts are inherently uncertain; the
Group continues to monitor developments.
Inflationary Environment
A sequence of global events, including the pandemic, supply chain disruptions, evolving
geopolitical tensions across multiple regions, and expansive monetary and fiscal
interventions, has contributed to a period of elevated inflation. Price pressures have been
particularly notable in energy (oil, gas and electricity) and in construction and maintenance
materials. While inflationary pressures have continued to ease, the risk of renewed
increases remains, given continued sensitivity of energy markets to geopolitical events and
the vulnerability of supply chains to disruption.
Higher price levels may affect tenants’ ability to bear operating costs passed through under
lease agreements. As a result, future rent losses or delays in the recovery of operating
expenses cannot be ruled out. To mitigate these risks, the Group provides guidance to
tenants on reducing energy consumption and managing utility usage efficiently.
Persistently high energy and materials inflation could also raise the cost of supplies for
capital expenditure projects, increase ongoing utility expenses, or cause delays in
operational execution. Broader inflationary trends may increase personnel and external
service costs, negatively affecting profitability. In addition, elevated inflation has been
associated with rapid increases in interest rates and heightened capital market volatility,
adversely impacting the cost and availability of new financing and putting upward pressure
on discount and capitalization rates used in real estate valuations.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
59
Note 24. Financial risk management
(continued)
Uncertain interest rate environment
In response to elevated inflation across the Eurozone, the European Central Bank (“ECB”)
raised policy rates rapidly. This tightening led to higher interest rates in Germany and
across the Eurozone, which reduced real estate valuations and transaction volumes and
dampened investment activity. Starting in mid-2024, the ECB began gradually easing rates,
which alleviated some pressure; however, rates remain above levels seen in prior years, and
the risk of renewed increases cannot be excluded. Adverse impacts on the Group may
include:
- Valuation effects: Discount and capitalization rates used to determine the fair value of
investment properties under IAS 40 typically increase in rising rate environments, which
would reduce the fair value of the Group’s assets recorded on the balance sheet.
- Financing and refinancing risk: While the Group’s current debt structure primarily
involves fixed rate instruments or, where variable rates apply, is largely hedged, higher
market rates may negatively affect the Group’s ability to refinance upcoming maturities or
raise additional financing on favourable terms. Lenders may reduce exposure to real estate
or face stricter capital and regulatory requirements, limiting debt availability and increasing
borrowing costs. Rising rates, or expectations of further increases, could make funding for
refinancing, acquisitions, capital expenditure and other activities more expensive, reducing
profitability.
- Negotiation constraints and hedging: In elevated rate environments, it may be more
challenging to secure financing terms that align with profit targets. Hedging instruments
may not be available on acceptable terms or may entail higher costs. A prolonged period of
high rates would likely increase overall financing and hedging costs, with corresponding
negative effects on profitability.
- Perpetual notes: The Group’s consolidated equity includes perpetual notes that reset their
interest rate every five years based on a margin plus the prevailing 5-year swap rate. If a
reset date occurs during a period of high rates, future coupons may rise materially, reducing
profits available to shareholders. The Company generally aims to replace such notes at the
first call date; however, if new issuance costs exceed reset rates, calling the notes may be
uneconomical.
- Market liquidity and transactions: Higher rates can reduce buyer appetite for real estate,
particularly where acquisitions rely on mortgage financing or similar instruments, thereby
constraining the Group’s ability to dispose of properties on favourable terms when desired.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
60
Note 24. Financial risk management
(continued)
Climate related risks
The significant impact of human activity on ecosystems and the climate has become
apparent in recent years. Climate change mitigation but also adaptation have become
challenges for governments, society and businesses. The Company does not only face
increasing physical climate risks but also transitional climate risks resulting from
international pressure to move to a decarbonized world. This pressure is linked to changes
in investor and consumer demand, from regulatory changes as well as from other societal
factors.
To better understand its physical climate risk exposure, the Company uses a renowned
third-party tool for asset-level physical risk assessment taking into account multiple climate
scenarios and time horizons. This analysis serves the identification of assets at higher risk
exposure and to subsequently analyze their sensitivity and vulnerability. Based on their
outcome, any remaining risks will trigger develop asset-specific adaptation plans. Besides
gradually developing adequate adaptation plans, the Company is considering other
measures to mitigate the impact of such physical climate risks, for example through
insurance coverage. However, the increased occurrence of severe weather events will likely
result in high insurance premiums.
The Building Resilience Task Force, an interdepartmental team set up to further
cooperation in the Company on climate adaptation, continues to further develop control
mechanisms and risk mitigation measures for physical climate risks.
In addition to physical climate risks, the Company also faces transitional risks. As a result
of the more apparent impact of climate change in recent years, regulators have increased
their efforts to mitigate current, as well as potential future impacts of climate change,
through a wide range of regulations. Emerging regulations in the Group's regions pursuing
a phase-out of fossil fuels and improved energy efficiency in the real estate sector present
technological risks to the Company. These require careful attention when planning
maintenance and capex measures. At the EU level, the Energy Performance of Buildings
Directive (EPBD) includes new minimum energy performance requirements for buildings
that progressively increase over time, although the specific requirements can only be known
once national level implementation commences among member states. EU Member States
have until May 2026 to transpose the EPBD into national law. Noncompliance with these
new energy requirements would result in an inability to let the assets and requires increased
capital expenditures to become compliant. The Company continuously monitors changes
in regulations and aims to minimize the financial risk through pro-active carbon reduction
and energy efficiency policies and programmes. Furthermore, the Group’s sustainability
strategy incorporates self-set targets for material environmental, social and corporate
governance matters (ESG). If any of these self-set ESG goals are not met, this could damage
the Group’s reputation. Considering the increasing focus of market participants and lenders
on sustainability and "green financing", this could have a negative impact on the Group’s
refinancing and access to further financing, for example, via the capital market or by taking
out loans, at all or on attractive terms. If the Group fails to meet expectations and trends
related to sustainability aspects in a timely manner or at all, there could be a decline in
demand from tenants.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
61
Note 24. Financial risk management
(continued)
Climate related risks (continued)
Furthermore, this could also lead to investors divesting from the Group’s bonds or shares,
as they also expect ESG goals to be met. From a regulatory perspective, failure to achieve
sustainability goals may also have a negative impact on the Group. To take on a proactive
approach towards mitigating transitional climate risks and meeting its environmental
targets, the Group has developed a Climate Transition Plan to guide the investment in on-
site renewable energy and building energy efficiency improvements needed to achieve its
2030 emission reduction target while enabling further emission reductions down the line.
The size and scope of the investment program depend on the availability of governmental
subsidies and grants, as is also subject to increasing cost of material. Furthermore, potential
new requirements set by the regulators or set as a market standard, could increase the
amount the Company would need to invest and potentially accelerate the execution time of
the investment program.
In 2022, the Company began the process of aligning to the Task Force on Climate-Related
Financial Disclosures (TCFD) Recommendations framework. Although the TCFD has
been disbanded and integrated into the International Sustainability Standards Board (ISSB),
the framework’s core principles for corporate climate-related risk disclosures have also
been adopted by the European Sustainability Reporting Standards (ESRS) E1 Standard.
The early decision to align to best practices on climate-related risk disclosures leaves the
Company in a good position for ensuring compliance, although it is a process requiring
continuous effort. As part of this process, the Company updates its climate-related risk
assessment each year.
Aroundtown SA
Notes to the annual accounts for the financial year ended December 31, 2025
62
Note 25. Subsequent events
1.
In January 2026, the Company’s wholly owned affiliate, Aroundtown Finance S.à.r.l., issued a
EUR 750 million nominal value perpetual note, and simultaneously the Company launched a
tender offer for certain outstanding perpetual notes. Notes with an aggregate nominal amount
of ca. EUR 428 million (comprising EUR 264 million 1.625% notes and EUR 164 million
issued by Aroundtown Finance S.à.r.l.) were accepted under the tender offer. In addition,
Aroundtown Finance S.à.r.l., issued a redemption notice in respect of ca. GBP 16 million of
perpetual notes that remained outstanding.
2.
In January 2026, the Company launched share buyback program of up to EUR 250 million, of
which ca. EUR
222
million has been executed to date.
3.
In February 2026, the Company issued AUD 600 million (ca. EUR 360 million) nominal value
bonds in two tranches with maturities of 5 and 10 years. The bonds bear fixed AUD coupon
rates hedged into EUR.
4.
In February 2026, the Company issued a CHF 160 million (ca. EUR 175 million) nominal value
bond with maturity of 7 years.
5.
In March 2026, the Company issued notices of early redemption in respect of two bond series
with an aggregate nominal value of ca. EUR 270 million, scheduled to mature later in the year.
In addition, the Company redeemed one bond series with a nominal value of ca. EUR 60 million
at its maturity date.
6.
On March 6, 2026, the Company published an offer to the Grand City Properties S.A. (“GCP”)
shareholders to exchange up to 47,451,773 GCP shares, representing up to approximately
26.9% of GCP’s total share capital, into Company’s shares in a ratio of 4 company shares for
1 GCP share. The acceptance period started on March 6, 2026, and expired on April 9, 2026.
Following the completion of the offer, 33,359,326 GCP shares, representing approximately
19% of GCP’s total share capital, were tendered. As a result, the Company’s indirect ownership
in GCP increased to approximately 81.5% upon settlement, which took place on April 23, 2026.
7.
After the reporting period, the company bought back three bond series and one series of
perpetual notes in the secondary market, with a total nominal value of ca. EUR 5
8
.4 million
and EUR 2.5 million, respectively.
8.
Subsequent to the balance sheet date, geopolitical developments in the Middle East have
continued to evolve, resulting in a military conflict between the US and regional allies,
notably Israel on one side, and Iran and regional allies and proxies on the other side,
contributing to increased regional and global economic uncertainty, particularly impacting
energy prices. Management has assessed the potential impact of these developments on the
Company’s financial position and operations, including the identification of any material
uncertainties as part of the Company’s going risk assessment, and has not identified any direct
material impact as of the date of approval of these annual accounts. Management continues to
monitor the situation.