FINANCIAL REPORT
20
feelestate.de
	
an
. tici.p a .tion * ANNUAL
REPORT
 
2020
CONTENTS
 KEY FIGURES 1
COMBINED ­
MANAGEMENT REPORT 2
Basic information about the Group 2
Economic review 4
Report on events after the reporting date 17
Outlook18
Risk report 19
Opportunity report 26
Remuneration report 27
Acquisition reporting 29
Declaration on ­
corporate governance  30
Reporting on the ­
separate financial statements 30
CONSOLIDATED FINANCIAL STATEMENTS 34
Consolidated balance sheet 34
Consolidated income statement 36
Statement of comprehensive income 37
Consolidated statement of changes in equity 37
Consolidated cash flow statement 38
Notes39
RESPONSIBILITY STATEMENT BY
THE EXECUTIVE BOARD  66
INDEPENDENT AUDITOR’S REPORT 67
EPRA REPORTING 74
REPORT OF THE SUPER­
VISORY BOARD 81
CORPORATE GOVERNANCE 86
 LEGAL 94
DISCLAIMER94
*
AN∙TICI∙PA∙TION
Anticipation, noun, a feeling of excitement about something
that is going to happen in the near future
 KEY FIGURES
in € millions 2020 2019 +/-
Revenue 4
224.1 231.5 -3%
EBIT 161.2 197.5 -18%
Net finance costs (excluding measurement gains/losses 1
) -33.6 -34.3 2%
EBT (excluding measurement gains/losses 1
) 127.6 163.1 -22%
Measurement gains/losses 1
-429.6 -120.0 -258%
Consolidated profit -251.7 112.1 -325%
FFO per share in € 2.00 2.42 -17%
Earnings per share in € -4.07 1.81 -325%
EPRA Earnings per share in € 2.02 2.56 -21%
Equity 2
2,314.8 2,601.5 -11%
Liabilities 1,922.6 1,957.1 -2%
Total assets 4,237.4 4,558.6 -7%
Equity ratio in % 2
54.6 57.1
Loan to value (LTV) in % 32.9 31.5
Cash and cash equivalents 266.0 148.1 80%
Net tangible assets (EPRA) 2,309.7 2,613.4 -12%
Net tangible assets per share in € (EPRA) 37.38 42.30 -12%
Dividend per share in € 0.04 3
0.00 ­–
1	
Including the share attributable to equity-accounted joint ventures and associates
2	
incl. non controlling interests
3	
proposal
4	
In 2020, there was a change in the disclosure of revenue with adjustment of the comparative figure for the previous year 2019.
2018 2019 2020
FFO per share
in €
2.43 2.42
2.00
2018 2019 2020
EBT *
in € million
*	 excluding measurement gains/losses
160.9 163.1
127.6
2018 2019 2020
EBIT
in € million
199.1 197.5
161.2
2018 2019 2020
REVENUE
in € million
225.0 231.5 224.1
COMBINED
­MANAGEMENT
REPORT
The information provided in the combined management report
applies to both the Group and Deutsche EuroShop AG, except where
otherwise stated. The separate financial statements of Deutsche
EuroShop AG are reported on in a separate section of the combined
management report.
BASIC INFORMATION ABOUT
THE GROUP
GROUP BUSINESS MODEL, TARGETS
AND STRATEGY
Deutsche EuroShop is an Aktiengesellschaft (public company)
under German law. The Company’s registered office is in Hamburg.
Deutsche EuroShop is the only public company in Germany to invest
solely in shopping centers in prime locations. A total of 21 shop-
ping centers in Germany, Austria, Poland, Hungary and the Czech
Republic are held in the real estate portfolio. The Group generates
its reported revenue from rental income on the space it lets in the
shopping centers.
The shopping centers are held by independent companies, with
Deutsche EuroShop holding stakes of 100% in twelve of them
and between 50% and 75% in the other nine. Further information
on the incorporation of these companies into the consolidated
annual results is provided in the notes to the consolidated financial
statement.
The Group managing company is Deutsche EuroShop AG. It is
responsible for corporate strategy, portfolio and risk management,
financing and communication. The Deutsche EuroShop Group has
a central structure and lean personnel organisation.
Objectives and strategy
The management focuses on investments in high-quality shopping
centers in city centers and established locations offering the poten-
tial for stable, long-term value growth. A key investment target is the
generation of high surplus liquidity from leases in shopping centers,
of which a significant part can be paid out to shareholders in the
form of an annual dividend. To this end, the Company invests its cap-
ital in shopping centers in different European regions in accordance
with the principle of risk diversification. Germany is the main focus
of investment. Indexed and turnover-linked commercial rents ensure
that high earnings targets are achieved.
The Company may invest up to 10% of equity in joint ventures in
shopping center projects in the early stages of development.
New investments should be financed from a balanced mix of sources,
and external financing may not account for more than 55% of financ-
ing across the Group over the long term. As a general rule, long-
term interest rates are fixed when loans are taken out or renewed,
with the goal of keeping the duration (average fixed interest period)
at over five years.
Combined ­
management report / Basic information about the Group
Financial Report 2020 / Deutsche EuroShop
2
Diversified shopping center portfolio
Deutsche EuroShop has a balanced and diversified portfolio of Ger-
man and European shopping centers. The management focuses on
investments in prime (1a) locations in cities with a catchment area
of at least 300,000 residents that bring a high level of investment
security.
Seizing opportunities and maximising value
In line with the buyhold strategy, the management is increasingly
concentrating on shopping center quality and returns rather than
rapid portfolio growth. We continuously monitor the market and
make portfolio adjustments through acquisitions and sales when
economically attractive opportunities arise.
Rapid decision-making chains as well as considerable flexibil-
ity regarding potential investments and financing structures allow
Deutsche EuroShop to react to very wide-ranging competitive situ-
ations. At the same time, the Group’s management focuses on opti-
mising the value of the existing portfolio of properties.
Tailored rent structure
One key component of the rental model is a tailored rent structure.
While city center property owners often focus on obtaining the high-
est possible rents for their properties – creating a monolithic retail
offering – Deutsche EuroShop’s management uses a calculation
combining a range of factors to create an attractive sector mix and
optimise long-term rental income. Rental partners pay rents that are
customary in this sector and regularly consist mainly of a minimum
rent linked to the consumer price index and a revenue-linked rent.
The shopping experience concept
Deutsche EuroShop has outsourced center management to an expe-
rienced external partner: ECE Marketplaces GmbHCo. KG (pre-
viously ECE Projektmanagement G.m.b.H.  Co. KG) (ECE), based in
Hamburg. ECE has been designing, planning, building, letting and
managing shopping centers since 1965. The Company is currently the
European market leader, with around 200 shopping centers under
management. Deutsche EuroShop views professional center man-
agement as the key to successful shopping centers. In addition to
guaranteeing standard opening hours and a consistently friendly,
bright, safe and clean shopping environment, the center manage-
ment can make use of unusual displays, promotions and exhibi-
tions to turn shopping into an experience. Before the outbreak of the
corona­
virus pandemic, each day an average of 500,000 to 600,000
shoppers visited the 21 Deutsche EuroShop centers, where they
were impressed not only by the range of sectors represented, but
also by promotional activities including car, talent and fashion shows
as well as a wide variety of attractions for children. As a result, the
shopping centers become market places where there is always
something new and spectacular on offer. We are confident that once
the pandemic has subsided we will once again be able to welcome a
comparable average number of visitors to our centers.
MANAGEMENT SYSTEM
The Executive Board of Deutsche EuroShop AG manages the Com-
pany in accordance with the provisions of German company law and
with its rules of procedure. The Executive Board’s duties, responsi-
bilities and business procedures are laid down in its rules of proce-
dure and in its schedule of responsibilities.
The management indicators (performance indicators) are based on
the targets of having shopping centers with sustainable and stable
value growth and generating a high liquidity surplus from their long-
term leases. These indicators are revenue, EBIT (earnings before
interest and taxes), EBT (earnings before taxes) excluding meas-
urement gains/losses and FFO (funds from operations). Due to the
higher rent defaults and arrears as a result of the coronavirus, these
management metrics currently have only limited information value
in some cases, so the collection ratio will be used for management
purposes as a supplement until further notice. The collection ratio
measures the ratio of incoming payments to rent and service charge
receivables from tenants.
Based on three-year medium-term planning for each shopping
center, aggregated Group planning is drawn up once a year and the
management indicator targets are established. Throughout the year,
current performances are periodically (quarterly) compared against
these targets and current projections. In addition, the value driv-
ers behind the management indicators, such as rental income, visi-
tor numbers, reletting statistics and collection ratios, are monitored
in monthly controlling reports. This allows any urgent measures
required to be taken immediately.
The Supervisory Board supervises and advises the Executive Board
in its management activities in accordance with the provisions of
German company law and its rules of procedure. It appoints the
members of the Executive Board, and significant transactions by the
Executive Board are subject to its approval. The Supervisory Board
comprises nine members, all of whom are elected by the Annual
General Meeting.
Members of the Executive Board are appointed and dismissed on
the basis of sections 84 and 85 of the Aktiengesetz (AktG – German
­
Public Companies Act). Changes to the Articles of Association are
made in accordance with sections 179 and 133 of the AktG, and the
Supervisory Board is also authorised, without a resolution of the
Annual General Meeting, to adapt the Articles of Association to new
legal provisions that become binding on the Company, as well as to
resolve changes to the Articles of Association that only relate to the
wording.
More information about the Executive Board and the Supervisory
Board can be found in the declaration on corporate governance.
Basic information about the Group / Combined ­
management report
Deutsche EuroShop / Financial Report 2020 3
ECONOMIC REVIEW
MACROECONOMIC AND SECTOR-SPECIFIC
CONDITIONS
Since March 2020, the world’s economies have been under the
shadow of the coronavirus pandemic. All prior-year compari-
sons should be viewed against this backdrop. Consequently, Ger-
many’s gross domestic product (GDP) shrank by 5.0% in the year
under review, according to the calculations by the German Federal
Statistical Office. After ten years of growth, the German economy
was stopped in its tracks by the first lockdown in spring 2020. The
marked downturn in the second quarter (-9.8%) was followed by a
growth and catch-up phase in summer, which was then brought to
a halt in the fourth quarter by climbing case numbers and a second
lockdown.
The government’s protective measures in response to the corona­
virus pandemic meant that consumers did not spend their disposable
income as usual during the year under review. The savings rate hit a
historic high of 16.3% (previous year: 10.9%), while private consumer
spending, which accounted for 51.3% of GDP and had boosted growth
in previous years, fell by 6.0% on a price-adjusted basis.
Expenditure on accommodation and restaurant services and on rec-
reational and cultural services recorded particularly sharp declines.
Government expenditure on consumption, by contrast, increased by
3.4% after adjustment for prices, fuelled by factors such as the pro-
curement of protective equipment and hospital services. Construc-
tion investments were still up by 1.5% in 2020.
In addition to private consumer spending, exports – and in particu-
lar the low level of travel – were the main factors behind the decline
in gross domestic product.
On the labour market as well, the positive trend seen in recent years
was interrupted by the coronavirus pandemic. On average, 2.7 million
people were registered as unemployed during the year, putting the
unemployment rate at 5.9% (previous year: 5.0%). Short-time work
prevented significantly higher unemployment, which reached a new
high of just under six million people in April.
Consumer prices in Germany rose by just 0.5% versus 2019, curbed
by the temporary reduction in VAT in the second half of 2020 and
lower prices for energy products (-4.8%).
Real employee pay decreased by 1.0% in the year under review,
according to the German Federal Statistical Office. These wage
losses especially impacted the lower wage groups, in which the pro-
portion of short-time working was significantly higher. The calcula-
tion of the change in real wages did not take into account the short-
time working allowance, which reduced the loss of income for many
employees.
According to provisional calculations by the German Federal Statis-
tical Office, German retail sales (including online sales) posted nom-
inal growth of 5.1% and real growth of 3.9% over 2019. Once again,
online sales were the main contributor to the positive sales trend in
retail, growing by around one fifth. Online retail, which has already
seen strong and steady growth in the past, has been given a signif-
icant boost by the coronavirus pandemic as consumers shift to this
alternate shopping channel. It is expected that bricks-and-mortar
retail will not be able to regain its full share of sales after the pan-
demic situation has returned to normal.
The centers’ competitive position in the Deutsche EuroShop port-
folio is determined with reference to both the shops in the rel-
evant city centers and other shopping centers in the catchment
area. The centers also have to compete with major regional city
centers. For example, the city centers of Dortmund, Mannheim and
Braunschweig are serious rivals to the Allee-Center in Hamm, the
Rhein-Neckar-Zentrum in Viernheim and the City-Galerie in Wolfs-
burg respectively.
There can be additional competition for city center retail in the
form of growing numbers of factory and designer outlets on green-
field sites outside the city limits and to a certain extent also within
them. In Remscheid, in the catchment area of our Wuppertal shop-
ping center, for example, a large-scale project development has been
planned for some time, but its completion has now been postponed
until 2024/25.
Retail sector
According to calculations by JLL, a consultancy firm in the real estate
sector, contract signings for retail space in Germany fell by 25% to
384,800m² in 2020 in the wake of the exceptional situation caused by
the coronavirus in the bricks-and-mortar retail sector. Of these, 57%
of all lettings were for spaces measuring less than 250m².
The German Retail Federation (HDE) reports that online sales
increased year on year to around €71.5 billion, an increase of
approximately 20.7%. This equates to roughly a 12.4% share of total
retail sales in 2020, which according to the HDE statistics came to
€577.4 billion. Bricks-and-mortar retail sales in Germany grew 3.9%
in nominal terms in 2020, though the key indicator for shopping
centers of bricks-and-mortar fashion retail sales collapsed by 30%
due to the coronavirus according to figures from the industry mag-
azine TextilWirtschaft.
Although food and drink retailers, drugstores and pharmacies were
not affected by the lockdown measures, this range of “daily needs”
products saw the strongest growth in online retail in percentage
terms (+40.9%). The largest segment “Entertainment” (incl. e. g. elec-
tronic goodstelecommunications, videomusic downloads) grew
by 10.5%, while the second-largest retail segment in terms of sales
“Clothing” (incl. shoes) grew by 13.2%.
Combined ­
management report / Economic review
Financial Report 2020 / Deutsche EuroShop
4
Real estate market
With a drop in transaction volumes of just 11% to €81.6 billion (previ-
ous year: €91.3 billion) according to JLL, the investment market for
real estate in Germany showed that real estate continues to be con-
sidered a stable investment, also in the special year just ended. Here,
the office and residential asset classes continued to dominate with
some 71% of the transaction volume. Retail real estate accounted for
13% of the volumes (previous year: 12%).
Investments in German shopping centers totalled just slightly below
€1.5 billion in full-year 2020 (previous year: €1.8 billion), representing
a decline of 18% compared with the previous year. Real estate broker
CBRE is of the opinion that the lockdown-related challenges faced by
shopping centers have only been partially reflected in the numbers
as there has been limited trading in this sub-segment of the retail
real estate market in recent years. The share of the total investment
volume was correspondingly low at 12%. On the buyer side of the
German retail investment market, asset and fund managers were
the most active group with a 27% share of investment volume, while
on the seller side it was real estate stock corporations and REITs that
accounted for the largest share of the total volume at 26%.
JLL is observing an increase in prime yields in the sectors hit hard-
est by the pandemic. At the top shopping centers in Germany, top
returns averaged 4.85% at the end of the year (previous year: 4.5%).
Share price performance
Following a year-end closing price for 2019 of €26.42, Deutsche
EuroShop shares were steady in the first few weeks of 2020. On
3 January 2020, the share closed at €26.50, its highest level of the
year. At the end of February, investor uncertainty rose sharply in
connection with the coronavirus pandemic. This led to considerable
price falls in the DES share, those of our peers and stock markets
worldwide. From mid-March to the end of October, the DES share
price trended sideways, exhibiting large fluctuations between €9.50
and €15.50. During this phase, on 25 September, the share price hit
its low for the year of €9.52. The price recovered from the begin-
ning of November onwards, and the DES share closed the reporting
period on 30 December 2020 at €18.45. This equates to performance
of -30.2% (previous year: +10.4%). Deutsche EuroShop’s market cap-
italisation stood at €1.14 billion at the end of 2020.
BUSINESS DEVELOPMENT AND ­
OVERALL
­
COMMENT ON THE GROUP’S FINANCIAL
SITUATION
Key consolidated figures
in € million
01.01.–
31.12.2020
01.01.–
31.12.2019 +/-
Revenue6
224.1 231.5 -3.2%
EBIT 161.2 197.5 -18.3%
EBT (excluding measurement
gains/losses1
) 127.6 163.1 -21.8%
EPRA 2, 5
earnings 124.5 158.3 -21.3%
FFO 123.3 149.6 -17.6%
Equity ratio in % 3
54.6 57.1
LTV ratio in % 4
32.9 31.5
in €	
01.01.–
31.12.2020
01.01.–
31.12.2019 +/-
EPRA 2, 5
earnings per share 2.02 2.56 -21.1%
FFO per share 2.00 2.42 -17.4%
EPRA 2
NTA per share 37.38 42.30 -11.6%
Weighted number of
no-par-value shares issued 61,783,594 61,783,594 0.0%
1
	 Including the share attributable to equity-accounted joint ventures and associates
2
	 European Public Real Estate Association
3
	 Including third-party interests in equity
4
	 Loan-to-value ratio (LTV ratio): ratio of net financial liabilities (financial liabilities
less cash and cash equivalents) to non-current assets (investment properties and
financial investments accounted for using the equity method)
5
	 EPRA earnings include a one-off tax refund in the period in the previous year,
including interest accrued for previous years. Without this tax refund, EPRA earnings
would have totalled €149.3 million or €2.41 per share.
6
	 The disclosure within NOI was changed in the year under review and the previous
year’s figures have been adjusted for easier comparability. Please refer to the
information in the notes to the consolidated financial statements under section
“4. New accounting standards and changes in presentation”.
The financial year 2020 started off as planned, but since March
2020 the coronavirus pandemic has been posing major challenges
to ­
society, the economy, and to Deutsche EuroShop too. The spread
of the virus caused extraordinary reductions in business activities
both for our rental partners and for us. After almost all shops in the
centers underwent a lockdown in March, this was followed by the
challenging phase of safe, successive reopenings and center opera-
tions subject to a variety of preventive measures. We saw a signifi-
cant recovery in business activity in the third quarter. Customer foot-
fall in our centers picked up again during this period to around 80%
and tenants’ revenues to around 90% of prior-year levels. The ratio
of rent paid to rent due, known as the collection ratio, also improved
significantly.
Economic review / Combined ­
management report
Deutsche EuroShop / Financial Report 2020 5
Towards the end of the financial year, coronavirus infection rates
rose again sharply in most European countries, accompanied by fur-
ther government-mandated store closures, which also affected the
important Christmas business of our tenants, especially in Germany.
These reimposed lockdowns are still continuing in some cases.
The store closures are having clear negative financial repercussions
for the bricks-and-mortar retail trade and thus also for us, which
must be taken into account with foresight when analysing the 2020
business figures and also when planning our further actions.
It is important to emphasise that despite the multitude of pan­
demic-
related challenges in the operational business, there were also some
very positive signs. After each bout of shop reopenings, customer
footfall increased quickly and significantly – despite ongoing operat-
ing restrictions and the need to wear masks – and therefore so did
the potential of our tenants to generate sales. This overall develop-
ment clearly demonstrated that consumers still highly value bricks-
and-mortar retail and shopping in our attractive shopping centers,
even though business activity in some segments remained well
below normal levels. The in-person shopping experience was and
still is extremely popular, even after the outbreak of the corona­
virus
pandemic.
At the beginning of the pandemic, we quickly and rigorously took all
the measures needed to cushion the effects of the crisis as best we
could. To further improve our liquidity and financial leeway, oper-
ating costs were reduced and non-essential investments halted or
postponed. The dividend payment for financial year 2019 has been
suspended. At the same time, we have been in detailed discussions
with our banks and have successfully secured the refinancing due
this current year.
In this difficult situation we have provided temporary relief for our
tenants even beyond the legal requirements, and have refrained
from taking legal enforcement action for rent arrears caused by
the coronavirus pandemic against the tenants concerned for the
time being. In the spirit of partnership, discussions have been held
with all tenants concerned to find fair solutions and share the bur-
den, depending in each case on the legal and individual situation,
and agreements have already been reached in the vast majority of
cases. For the period of the government-mandated store closures
from mid-December and possible further closures in 2021, we have
regularly offered the tenants affected in Germany a waiver of 50%
of their net rent, in the aim of concluding as quickly as possible a
definitive contractual arrangement regarding the economic effects of
the renewed lockdowns that is legally secure for both sides. We are
convinced that in this special situation, this is the best foundation for
shared and sustainable business success in the future.
Due to the continued high level of uncertainty in financial year 2020
regarding the magnitude and duration of the substantial impact of
the coronavirus pandemic on our tenants’ business and therefore on
our business outlook, it has not been possible to renew the expec-
tations regarding our key performance indicators for 2020 as pre-
sented in the 2019 combined management report in the form of spe-
cific target ranges. In April 2020, we expected revenue, EBIT, EBT
(excluding measurement gains/losses) and FFO to be below the
­
figures for the 2019 financial year. Business performance in 2020
confirmed this forecast.
Revenue fell by 3.2% year on year due to the coronavirus from
€231.5 million to €224.1 million. Earnings before interest and taxes
(EBIT) were €161.2 million, down a considerable €36.2 million or
-18.3% on the previous year. Accordingly, earnings before taxes and
measurement gains/losses (EBT before measurement) fell by 21.8%
to €127.6 million. Funds from operations (FFO) adjusted for measure-
ment gains/losses and non-recurring effects were below the prior-­
year level at €2.00 per share (-17.4%). The 2020 operating result was
extremely adversely impacted by the coronavirus pandemic and the
resulting revenue losses and write-downs, while the further reduc-
tion in interest expense had a positive effect on the operating result.
The coronavirus pandemic also had major repercussions on the val-
uation of our existing portfolio and led to a clearly negative measure-
ment loss of €-429.6 million (previous year: €-120.0 million) in view
of the higher average purchase yields for shopping centers, lower
tenant expectations, longer re-letting periods and increased invest-
ment requirements.
Combined ­
management report / Economic review
Financial Report 2020 / Deutsche EuroShop
6
RESULTS OF OPERATIONS OF THE GROUP
RESULTS OF OPERATIONS
in € thousand 01.01.–31.12.2020
01.01.–31.12.2019
(adjusted) 1
Change
+/- in %
Revenue 224,104 231,487 -7,383 -3.2
Operating and administrative costs for property -28,288 -28,301 13 0.0
Write-downs and derecognition of receivables -29,218 -1,674 -27,544 -1,645.4
NOI 166,598 201,512 -34,914 -17.3
Other operating income 2,400 1,915 485 25.3
Other operating expenses -7,759 -5,958 -1,801 -30.2
EBIT 161,239 197,469 -36,230 -18.3
At-equity profit/loss -51,482 4,345
Measurement gains/losses (at equity) 73,786 25,854
Deferred taxes (at equity) 717 417
At-equity (operating) profit/loss 23,021 30,616 -7,595 -24.8
Interest expense -43,716 -49,256 5,540 11.2
Profit/loss attributable to limited partners -13,501 -18,443 4,942 26.8
Other financial gains or losses 547 2,745 -2,198 -80.1
Financial gains or losses
(excl. measurement gains/losses) -33,649 -34,338 689 2.0
EBT (excl. measurement gains/losses) 127,590 163,131 -35,541 -21.8
Measurement gains/losses -355,845 -94,188
Measurement gains/losses (at equity) -73,786 -25,854
Measurement gains/losses
(including at-equity profit/loss) -429,631 -120,042 -309,589 -257.9
Taxes on income and earnings -4,267 -4,546 279 6.1
Deferred taxes 55,308 73,965
Deferred taxes (at equity) -717 -417
Deferred taxes (including at equity) 54,591 73,548 -18,957 -25.8
CONSOLIDATED PROFIT -251,717 112,091 -363,808 -324.6
1
	 The disclosure within NOI was changed in the year under review and the previous year’s figures have been adjusted for easier comparability.
Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”.
Economic review / Combined ­
management report
Deutsche EuroShop / Financial Report 2020 7
Revenue affected by the coronavirus pandemic
Consolidated revenue was down 3.2% for the financial year, from
€231.5 million to €224.1 million. This was due to the legal arrange-
ments adopted in our foreign markets from mid-March to cushion
the negative effects of the coronavirus pandemic, which included the
temporary suspension of payment obligations under lease arrange-
ments for tenants affected by the closures (-€3.2 million). To the
extent that the payment obligation on the part of tenants was not
suspended by law (applicable in particular to the Group’s German
centers), rents continued to be invoiced during the closure phases
on the basis of the applicable rental agreements. Concessions
granted and expected on the receivables thus created were taken
into account in write-downs and derecognition of receivables.
Furthermore, defaults by tenants who got into payment difficulties,
partial loss of turnover rent, longer re-letting periods and higher
vacancy rates owing to the coronavirus pandemic were all additional
factors that contributed to the decline in revenue and deterioration
in the results of operations.
REVENUE
in € thousand
01.01.–
31.12.2020
01.01.–
31.12.2019
(adjusted) 1
Change
+/- in %
Main-Taunus-
Zentrum, Sulzbach 35,714 36,521 -807 -2.2
Altmarkt-Galerie,
Dresden 25,995 26,451 -456 -1.7
A10 Center,
Wildau 21,984 22,051 -67 -0.3
Rhein-Neckar-
Zentrum,
Viernheim 17,757 18,241 -484 -2.7
Herold-Center,
Norderstedt 12,633 13,104 -471 -3.6
Allee-Center,
Hamm 11,482 11,013 469 4.3
Billstedt-Center,
Hamburg 11,366 11,412 -46 -0.4
City-Galerie,
Wolfsburg 9,796 9,931 -135 -1.4
Forum,
Wetzlar 9,786 10,225 -439 -4.3
City-Arkaden,
Wuppertal 9,419 9,577 -158 -1.6
City-Point,
Kassel 8,742 8,952 -210 -2.4
Rathaus-Center,
Dessau 7,990 8,241 -251 -3.0
Stadt-Galerie,
Hameln 6,520 6,621 -101 -1.5
DES Verwaltung
GmbH 1,153 1,455 -302 -20.8
Domestic 190,336 193,795 -3,459 -1.8
Galeria Bałtycka,
Gdansk 12,517 16,381 -3,864 -23.6
Olympia Center,
Brno 21,250 21,311 -61 -0.3
Abroad 33,767 37,692 -3,925 -10.4
TOTAL 224,104 231,487 -7,383 -3.2
1
	 The disclosure within NOI was changed in the year under review and the previous
year’s revenue figures have been adjusted for easier comparability. Please refer to
the information in the notes to the consolidated financial statements under section
“4. New accounting standards and changes in presentation”.
Center operating costs excluding write-downs
at prior-year level
Center operating costs of €28.3 million in the reporting period, which
mainly comprise center management fees, non-allocable ancillary
costs, property taxes, building insurance and maintenance, were on
a par with the previous year.
REVENUE*
in € million
 Domestic   International
* In 2020, there was a change in the disclosure of revenue with adjustment of the
­
comparative figures for the previous year 2019. A comparison with the years 2016
to 2018 is therefore only possible to a limited extent.
187.8
30.7
188.3 193.8 190.3
36.7
37.7
33.8
14.9
190.2
2017
218.5
2018
225.0
2019
231.5
2020
224.1
2016
205.1
–3.2%
Combined ­
management report / Economic review
Financial Report 2020 / Deutsche EuroShop
8
Sharp rise in write-downs due to coronavirus
Write-downs and derecognition of receivables increased significantly
on the previous year to €29.2 million (previous year: €1.7 million).
These take into account both the contractually agreed rental con-
cessions up to the balance sheet date (€8.6 million) and the expected
further waivers of receivables outstanding as at the balance sheet
date (€14.7 million). Furthermore, additional receivables had to be
derecognised or written down individually (€5.9 million), in particu-
lar due to insolvency.
Other operating income and expenses
Other operating income, stemming primarily from the reversal of
provisions, reimbursements and compensation payments, income
from rental receivables written down in previous years and addi-
tional payments in conjunction with ancillary costs, amounted to
€2.4 million (previous year: €1.9 million), an increase on the previ-
ous year.
At €7.8 million, other operating expenses, most of which related
to general administrative and personnel expenses, were up on the
same period last year, in particular as a result of one-off financing
costs in connection with the extension of our credit line (€0.5 million)
as well as higher consulting and appraisal costs (€0.6 million) (pre-
vious year: €6.0 million).
EBIT significantly lower than last year
Earnings before interest and taxes (EBIT) at €161.2 million were well
below the figure for the previous year (€197.5 million), largely due to
the derecognition write-down of accumulated rent arrears and the
coronavirus-driven decline in revenue.
Financial gains/losses excluding measurement effects
up slightly on previous year
At €-33.6 million, financial losses (excluding measurement gains/
losses) were up slightly year on year (previous year: €-34.3 mil-
lion) as a result of opposing, mutually offsetting effects. The at-­
equity (operating) loss fell by €7.6 million, due in particular to higher
write-downs on rent receivables and revenue shortfalls as a result
of the coronavirus. Furthermore, in the previous year other financial
gains/losses included a one-off interest refund of €2.7 million for a
trade tax refund, which this year was only offset by interest income
of €0.5 million. By contrast, the interest expense of the Group com-
panies was reduced by a further €5.5 million. In addition to sched-
uled repayments, the cheaper refinancing for the Rhein-Neckar-­
Zentrum Viernheim center and the A10 Center Wildau had a positive
effect here. The share of earnings attributable to limited partners
decreased by €4.9 million in line with the reduced EBIT.
INCOME STATEMENT OF THE JOINT VENTURES
in € thousand
01.01.–
31.12.2020
01.01.–
31.12.2019
(adjusted) 1
Change
+/- in %
Allee-Center,
Magdeburg 8,158 8,237 -79 -1.0
Phoenix-Center,
Harburg 7,084 7,410 -326 -4.4
Stadt-Galerie,
Passau 7,004 7,284 -280 -3.8
Saarpark-Center,
Neunkirchen 5,824 6,257 -433 -6.9
City-Arkaden,
Klagenfurt 5,790 6,762 -972 -14.4
Árkád, Pécs 4,209 4,174 35 0.8
Other 29 35 -6 -17.1
Revenue 38,098 40,159 -2,061 -5.1
Operating and
­administrative costs
for property -6,324 -5,635 -689 -12.2
Write-downs and
derecognition of
receivables -5,013 -226 -4,787 -2,118.1
NOI 26,761 34,298 -7,537 -22.0
Other operating
income 364 356 8 2.2
Other operating
expenses -384 -346 -38 -11.0
EBIT 26,741 34,308 -7,567 -22.1
Interest income 6 1 5 500.0
Interest expense -3,720 -3,902 182 4.7
Other financial
gains or losses 88 350 -262 -74.9
Financial gains
or losses -3,626 -3,551 -75 -2.1
Taxes on income
and earnings -94 -141 47 33.3
At-equity profit
(excluding measure-
ment gains/losses) 23,021 30,616 -7,595 -24.8
Measurement
gains/losses -73,786 -25,854 -47,932 -185.4
Deferred taxes -717 -417 -300 -71.9
SHARE OF
PROFIT/LOSS -51,482 4,345 -55,827 -1,284.9
1
	 The disclosure within NOI was changed in the year under review and the previous
year’s figures have been adjusted for easier comparability. Please refer to the
­
information in the notes to the consolidated financial statements under section
“4. New accounting standards and changes in presentation”.
Economic review / Combined ­
management report
Deutsche EuroShop / Financial Report 2020 9
EBIT (excluding measurement gains/losses) falls by
one fifth due to the coronavirus
The decline in EBIT and at-equity profit/loss plus the one-off interest
refund the previous year caused EBT (excluding measurement gains/
losses) to fall from €163.1 million to €127.6 million (-21.8%).
Significant measurement loss
The measurement loss of €-427.6 million (previous year: €120.0 mil-
lion) resulted from the valuation of the Group’s real estate assets
according to IAS 40, plus €2.0 million from the goodwill write-down
for Olympia Brno.
Measurement losses on real estate assets, after minority interests,
broke down into €-353.8 million (previous year: €-94.2 million) from
the measurement of the real estate assets reported by the Group
and €-73.8 million (previous year: €-25.8 million) from the measure-
ment of the real estate assets of the joint ventures recorded on the
balance sheet according to the at-equity method.
The average value of Group properties, after ongoing investments,
fell by -10.7% (previous year: -2.9%); individual measurement gains/
losses ranged between -14.4% and -7.4%. With a slightly lower occu-
pancy rate of 95.4% (-2.2%), the valuation of the property portfolio
was mainly influenced by an increase in average acquisition yields
for shopping centers in Germany, investments in lease renew-
als, modernising and positioning the existing portfolio, changes to
expected rental trends and longer post-rental terms.
The goodwill write-down for Olympia Brno was the result of the
reversal of deferred taxes to be recognised in connection with the
acquisition. The write-down was offset by corresponding income
from the reversal of deferred taxes.
Increase in taxes on income and earnings, deferred taxes
Taxes on income and earnings amounted to €4.3 million (previ-
ous year: €4.5 million). Taking into account the trade tax refund of
€7.1 million included in the previous year, the Group’s tax burden
was reduced on the back of the decline in profits and the corporate
restructuring carried out the year before.
Deferred tax provisions, including the share included in the at-­
equity
result, were reversed by €54.6 million in the year under review as
a result of the decline in the market value of real estate (previous
year: €73.5 million). The reversal last year was mainly the result of
the corporate restructuring within the Group completed at the end of
financial year 2019, which will allow the extended trade tax reduction
to be used to a greater extent than before.
EPRA earnings and consolidated profit significantly lower
EPRA earnings, which exclude measurement gains/losses, fell sig-
nificantly to €124.5 million or €2.02 per share, due mainly to impair-
ments of rent receivables and the decline in revenue. The decline
in earnings is also attributable to a one-off income from trade
tax refunds included in the previous year and the interest income
accrued on this totalling €9.0 million.
The large valuation loss resulted in a consolidated loss of
€-251.7 million, after a consolidated profit of €112.1 million in the pre-
vious year. Earnings per share amounted to €-4.07 (previous year:
€1.81).
EPRA EARNINGS
in € million/per share in €
2016
123.7
2017
141.3
2018
147.4
2020
124.5
2019
158.3
2.29
2.42
2.39
2.56
2.02
Combined ­
management report / Economic review
Financial Report 2020 / Deutsche EuroShop
10
EPRA EARNINGS
01.01.–31.12.2020 01.01.–31.12.2019
in € thousand per share in € in € thousand per share in €
Consolidated profit -251,717 -4.07 112,091 1.81
Measurement gains/losses investment properties1
427,623 6.92 120,042 1.94
Measurement gains/losses derivative financial
instruments1
-88 0.00 -350 0.00
Goodwill write-down 2,008 0.03 0 0.00
Deferred taxes in respect of EPRA adjustments2
-53,290 -0.86 -73,523 -1.19
EPRA EARNINGS3
124,536 2.02 158,260 2.56
Weighted number of no-par-value shares issued 61,783,594 61,783,594
1
	 Including the share attributable to equity-accounted joint ventures and associates
2
	 Relates to deferred taxes on investment properties and derivative financial instruments
3
	 EPRA earnings include a one-off tax refund in the period in the previous year, including interest accrued for previous years.
Without this tax refund, EPRA earnings would have totalled €149.3 million or €2.41 per share.
Development of funds from operations
Funds from operations (FFO) are used to finance our ongoing invest-
ments in portfolio properties, scheduled repayments on our long-
term bank loans and the distribution of dividends. Significant non-­
recurring effects that are not part of the Group’s operating activ-
ities are eliminated in the calculation of FFO. FFO declined from
€149.6 million to €123.3 million or by €0.42 per share to €2.00. As
an income-based figure, FFO do not reflect the current significant
increase in rent receivables, so the analysis of tenants’ payment
behaviour expressed in the collection ratio is also necessary. This
averaged 89.6% in 2020.
FUNDS FROM OPERATIONS
01.01.–31.12.2020 01.01.–31.12.2019
in € thousand per share in € in € thousand per share in €
Consolidated profit -251,717 -4.07 112,091 1.81
Measurement gains/losses investment properties1
427,623 6.92 120,042 1.94
Tax refund for previous years2
0 0.00 -8,994 -0.15
Goodwill write-down 2,008 0.03 0 0.00
Deferred taxes1
-54,591 -0.88 -73,548 -1.18
FFO 123,323 2.00 149,591 2.42
Weighted number of no-par-value shares issued 61,783,594 61,783,594
1
	 Including the share attributable to equity-accounted joint ventures and associates
2
	 Including the interest reimbursement and the tax expense attributable to this reimbursement
FUNDS FROM OPERATIONS (FFO)
in € million/per share in €
2016
129.9
2017
148.1
2018
150.4
2019 2020
149.6
123.3
2.41
2.54
2.43 2.42
2.00
Economic review / Combined ­
management report
Deutsche EuroShop / Financial Report 2020 11
Results of operations of the segments
The subsidiaries and equity-accounted joint ventures are included
in the Group’s segment reporting in proportion to the Group’s share
therein. A distinction is made between the shopping centers in Ger-
many (“domestic”) and elsewhere in Europe (“abroad”) (for further
details, please see our statements on segment reporting in the notes
to the consolidated financial statements):
in € thousand 01.01.–31.12.2020
01.01.–31.12.2019
(adjusted) 1
Change
+/- in %
Revenue 238,391 246,286 -7,895 -3.2
Domestic 197,880 201,917 -4,037 -2.0
Abroad 40,511 44,369 -3,858 -8.7
EBIT 175,330 213,330 -38,000 -17.8
Domestic 142,793 172,556 -29,763 -17.2
Abroad 32,537 40,774 -8,237 -20.2
EBT (excl. measurement gains/losses) 132,015 164,579 -32,564 -19.8
Domestic 106,530 130,932 -24,402 -18.6
Abroad 25,485 33,647 -8,162 -24.3
1
	 The disclosure within NOI was changed in the year under review and the previous year’s figures for segment sales have been adjusted for easier comparability.
Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”.
As the coronavirus pandemic spread worldwide, it had a massive
negative impact on all of our shopping centers. Differences arise
between the segments in the area of revenue as some of our for-
eign centers are subject to a statutory suspension of rental payment
obligations during the closures. This explains the higher percentage
decline in revenue in the International segment. The legal regulations
and requirements that need to be fulfilled vary widely from coun-
try to country; some of them, for example, provide for considera-
tion from the tenant in the form of an advance extension of the lease.
The suspension of rental payment obligations in individual foreign
countries additionally means that a higher proportion of the rental
concessions in the International segment will already have an effect
on income in 2020, while in the Domestic segment some will not have
an effect until 2021. Accordingly, the decline in EBIT and EBT (exclud-
ing measurement gains/losses) abroad was higher in percentage
terms.
FINANCIAL POSITION OF THE GROUP
Principles and objectives of financial management
For the purposes of financing its investments, Deutsche EuroShop
uses the stock exchange for procuring equity, as well as the credit
and capital markets for procuring loans. Within the Group, both the
individual property companies and Deutsche EuroShop AG act as
borrowers from banks or, where necessary, bond debtors. Loans and
bonds are taken out in euros for all Group companies. In general, the
use of equity and loans for investments should be equally weighted
and the equity ratio in the Group (including third-party interests)
should not fall significantly below 45%.
We finance our real estate projects on a long-term basis and also
use derivative financial instruments to hedge against rising capi-
tal market rates. Hedging transactions are used to hedge individual
loans. An available credit line enables Deutsche EuroShop to react
quickly to investment opportunities. Until used for investment, any
cash not needed is invested short-term to finance ongoing costs or
pay dividends.
Combined ­
management report / Economic review
Financial Report 2020 / Deutsche EuroShop
12
Financing analysis
As at 31 December 2020, the Deutsche EuroShop Group reported the
following key financial data:
in € million 31.12.2020 31.12.2019 Change
Total assets 4,237.4 4,558.6 -321.2
Equity (including third-
party shareholders) 2,314.8 2,601.5 -286.7
Equity ratio (%) 54.6 57.1 -2.4
Net financial liabilities 1,275.4 1,364.3 -88.9
Loan-to-value ratio
(LTV ratio) in % 32.9 31.5 1.4
At €2,314.8 million, the Group’s economic equity capital, which com-
prises the equity of the Group shareholders (€2,003.3 million) and the
equity attributable to third-party shareholders (€311.5 million), was
down on the previous year due to the negative Group result (previous
year: €2,601.5 million). Accompanied by a simultaneous reduction in
total assets, the equity ratio fell year on year to 54.6% (previous year:
57.1%) and was thus still at a high level and on a firm footing.
FINANCIAL LIABILITIES
in € thousand 31.12.2020 31.12.2019 Change
Non-current bank loans
and overdrafts 1,359,612 1,433,373 -73,761
Current bank loans
and overdrafts 181,816 78,974 102,842
TOTAL 1,541,428 1,512,347 29,081
Less cash and
cash equivalents 266,030 148,087 117,943
Net financial liabilities 1,275,398 1,364,260 -88,862
Current and non-current financial liabilities increased by €29.1 mil-
lion from €1,512.3 million to €1,541.4 million in the year under review
after scheduled repayments due to new loans and the short-term
draw-down of €30.0 million on the credit line. Together with the rise
in cash and cash equivalents by €117.9 million, net financial liabilities,
at €1,275.4 million, were on balance €88.9 million lower than at the
end of 2019 (€1,364.3 million).
The net financial liabilities existing at the end of the year are used
exclusively to finance non-current assets. This brings the percent-
age of non-current assets financed with debt capital (LTV) in the year
under review to 32.9% (previous year: 31.5%). Based on the segment
reporting approach, which takes into account the Group’s pro-rata
share in joint ventures and subsidiaries, the LTV ratio in the report-
ing year was 35.8% (previous year: 33.7%).
The financing terms for consolidated borrowing as at 31 Decem-
ber 2020 were fixed at 2.18% p.a. (previous year: 2.47% p.a.) with
an average residual maturity of 5.1 years (previous year: 5.3 years).
The loans to Deutsche EuroShop are maintained as credit facilities
with 23 banks and savings banks in Germany, Austria and the Czech
Republic.
LOAN STRUCTURE
as at 31 December 2020
Interest rate lock-in as % of loan in € million
Average residual
maturity (years)
Average interest
rate (in %)
Up to 1 year		 10.0 151.2 1.0 2.82
1 to 5 years		 35.2 532.5 2.7 2.85
5 to 10 years		 54.8 828.3 7.7 2.12
TOTAL 100.0 1,512.0 5.1 2.18
Economic review / Combined ­
management report
Deutsche EuroShop / Financial Report 2020 13
Of the 20 loans across the Group, 14 are subject to credit covenants
with the financing banks. There are a total of 25 different covenants
for debt service cover ratios (DSCRs), interest cover ratios (ICRs),
changes in rental income, the Group’s leverage ratio and its loan-to-
value ratio (LTV). All conditions were met. In the case of one loan of
€57.5 million, there is sufficient evidence that an individual loan con-
dition may not be met in 2021 which, depending on the extent of fail-
ure to meet the condition, may trigger an annual special repayment
of 0.5% to 1.0% of the loan amount or a prohibition on distribution for
the Group company (cash sweep). The Group company concerned
has sufficient cash and cash equivalents to meet this condition. For
the other loans, the loan conditions will also be met in 2021 accord-
ing to current planning. With regard to the uncertainties relating to
the planning period as a result of the coronavirus pandemic, please
refer to the report on events after the reporting date.
Scheduled repayments totalling €15.9 million will be made from cur-
rent cash flow during financial year 2021. Over the period from 2022
to 2025, repayments will average €10.3 million per annum.
Two loans totalling €135.3 million are due for refinancing in the mid-
dle of financial year 2021. Refinancing has already been concluded
for a loan in the amount of €65.2 million, including an increase to
€70.3 million. The second loan of €70.1 million is in the final stages
of negotiation. Loans totalling €226.0 million must then be extended
in 2022, €209.1 million in 2023 and €58.7 million in 2025.
Current and non-current financial liabilities totalling €1,541.4 mil-
lion were recognised in the balance sheet at the reporting date. The
difference between the total amount and the amounts stated here
relates to the short-term draw-down of the €30.0 million credit line,
the financing costs to be distributed by means of the effective inter-
est rate method as well as deferred interest and repayment obliga-
tions that were settled at the beginning of 2021.
Investment analysis
In financial year 2020, investments continued to be made in mod-
ernising and positioning the existing portfolio and amounted to
€15.1 million after €19.3 million in the previous year.
Liquidity analysis
in € thousand 01.01.–31.12.2020 01.01.–31.12.2019
Net cash flow from
operating activities 111,088 170,206
Cash flow from
investing activities -14,576 -19,332
Cash flow from
financing activities 21,431 -119,122
Net change in cash
and cash equivalents 117,943 31,752
Cash and cash equivalents
at beginning of period 148,087 116,335
CASH AND CASH
­EQUIVALENTS AT
END OF PERIOD 266,030 148,087
The Group’s operating net cash flow of €111.1 million (previous year:
€170.2 million) constituted the amount generated by the Company
through the leasing of shopping center space after deduction of all
costs. It is primarily used to finance the dividends of Deutsche Euro-
Shop AG and payments to third-party shareholders as well as ongo-
ing loan repayments and investments.
Cash flow from investing activities consisted of cash-effective
investment in portfolio properties (€15.1 million; previous year:
€19.3 million) and the proceeds from the sale of a leasehold prop-
erty (€0.5 million).
Cash flow of €117.9 million from financing activities comprised a cash
outflow from current repayments of financial liabilities of €16.7 mil-
lion (previous year: €27.1 million), cash inflow from the assump-
tion of financial liabilities of €45.7 million (including the short-term
draw-down of €30.0 million of the credit line repaid in January 2021)
and a pay-out to third-party shareholders of €7.5 million (previous
year: €15.8 million). In the previous year, cash flow from financing
activities also included the dividend payment of €92.7 million, which
was suspended in 2020 to further strengthen the Group’s liquidity
situation.
Cash and cash equivalents rose by €117.9 million in the year under
review to €266.0 million (previous year: €148.1 million). Cash and
cash equivalents at the balance sheet date included the funds from
the short-term draw-down of €30.0 million of the credit line.
Combined ­
management report / Economic review
Financial Report 2020 / Deutsche EuroShop
14
NET ASSETS OF THE GROUP
Total assets decline slightly
The Group’s total assets fell by €321.2 million from €4,558.6 million
to €4,237.4 million.
in € thousand 31.12.2020 31.12.2019 Change
Current assets 303,657 170,150 133,507
Non-current assets 3,933,724 4,388,455 -454,731
Current liabilities 211,169 111,136 100,033
Non-current liabilities 1,711,441 1,845,991 -134,550
Equity (including
third-party interests) 2,314,771 2,601,478 -286,707
TOTAL ASSETS 4,237,381 4,558,605 -321,224
 Current assets
 Non-current assets
 Current liabilities
 Non-current
liabilities
 Equity (includ-
ing third-party
interests)
BALANCE SHEET STRUCTURE
in € million
Assets Liabilities
2020
4,237.4
211.2
1,711.4
2,314.8
2020
303.7
3,933.7
4,237.4
2019
170.1
4,388.5
4,558.6
2019
4,558.6
111.1
1,846.0
2,601.5
Economic review / Combined ­
management report
Deutsche EuroShop / Financial Report 2020 15
Current assets rise due to increase in cash and
cash equivalents
At the end of the year, current assets amounted to €303.7 mil-
lion, representing a €133.6 million rise versus the previous year
(€170.1 million), which was mainly the result of a €117.9 million
increase in cash and cash equivalents as at the reporting date
(€266.0 million; previous year: €148.1 million).
The collection ratio, as the ratio of incoming payments to rent and
service charge receivables from tenants, developed as follows in
each individual month in 2020 up to the end of February 2021 due
to the coronavirus. Adjustments from agreed rent reductions have
already been taken into account in the figures.
Accordingly, the Group’s receivables (after write-downs) increased
sharply by €12.4 million to €19.8 million (previous year: €7.4 million).
Other assets rose by €3.2 million, from €14.6 million to €17.8 million.
Non-current assets down due to valuation losses
on real estate assets
Non-current assets fell from €4,388.5 million to €3,933.7 million in
the year under review, representing a reduction of €454.8 million. At
a share of 92.8% (previous year: 96.3%), they still make up the over-
whelming proportion of total assets.
Investment properties fell by €385.6 million to €3,437.1 million,
which corresponds to a decline of -10.1%. While additions and the
costs of investments in portfolio properties came to €15.1 million,
revaluation of the property portfolio resulted in valuation losses of
€400.2 million.
At-equity financial investments declined by €67.0 million from
€511.5 million to €444.5 million. This decrease is attributed to the
share of profit/loss (€-51.5 million) and the losses for the financial
year (€15.5 million).
Current and non-current liabilities declining on the whole
Current liabilities increased to €211.2 million due to the expira-
tion of two loans totalling €136.5 in mid-2021 – of which refinanc-
ing for €65.8 million of this amount had already been concluded and
€70.7 million was in the final stages of negotiation at the time the
consolidated financial statements were prepared – coupled with the
short-term draw-down of the credit line (€30 million).
Non-current liabilities fell from €1,846.0 million to €1,711.4 million,
which constitutes a decline of €134.6 million, owing to the reversal
of deferred tax liabilities (€-53.8 million), the reallocation of the loan
maturing in mid-2021 to current liabilities (€-136.5 million) as well as
the balance from scheduled repayments and the raising of new long-
term loans (€62.7 million).
Equity (including third-party interests)
At €2,314.8 million as at the end of the reporting year, equity (includ-
ing third-party shareholders) was down €286.7 million on the pre-
vious year (€2,601.5 million), mainly attributable to the consolidated
loss. Redemption entitlements for third-party shareholders fell by
€40.4 million, and the market values of swaps boosted equity by
€5.4 million.
Q1 2020
99%
Q2 2020
71%
Q3 2020
96%
Q4 2020
93%
2021
60%
COLLECTION RATIO
in %
98
Jan
63
Jan
100
Feb
58
Feb
98
Mar
64
Apr
72
May
76
Jun
96
Jul
96
Aug
95
Sep
97
Oct
92
Nov
90
Dec
Combined ­
management report / Economic review
Financial Report 2020 / Deutsche EuroShop
16
Net tangible assets1
according to EPRA
Net tangible asset (NTA) stood at €2,309.7 million or €37.38 per share
as at 31 December 2020, compared with €2,613.4 million or €42.30
per share in the previous year. The net tangible asset value was
therefore down by €4.92 (-11.6%) year on year.
1
	 October 2019 saw the publication of the EPRA’s current revised Best Practice Recom-
mendations, which introduces three new net asset value metrics as a key change. In
the case of Deutsche EuroShop, the EPRA net tangible asset (EPRA NTA) is compara-
ble to the EPRA NAV. The difference between the two metrics is the deduction of
intangible assets (excluding goodwill) for EPRA NTA. Since these were and are not
significant in terms of amount within the Deutsche EuroShop Group, neither today nor
in the past ( €0.1 million), the comparability of EPRA NTA with EPRA NAV used previ-
ously is ensured. The previous year’s figures have been adjusted to the new EPRA
NTA. Concerning reconciliation of the metric, please refer to “EPRA reporting” in our
financial report.
EPRA NTA
31.12.2020 31.12.2019
in € thousand per share in € in € thousand per share in €
Equity 2,003,246 32.42 2,249,573 36.41
Derivative financial instruments measured at fair value1
26,138 0.42 33,726 0.55
Equity excluding derivative financial instruments 2,029,384 32.84 2,283,299 36.96
Deferred taxes on investment properties and
derivative financial instruments1
332,059 5.38 383,818 6.21
Intangible assets -13 0.00 -25 0.00
Goodwill as a result of deferred taxes -51,719 -0.84 -53,727 -0.87
EPRA NTA 2,309,711 37.38 2,613,365 42.30
Number of no-par-value shares issued
as at the reporting date 61,783,594 61,783,594
1
	 Including the share attributable to equity-accounted joint ventures and associates
REPORT ON EVENTS AFTER
THE REPORTING DATE
In order to contain the coronavirus pandemic, the authorities contin-
ued to implement far-reaching safety and quarantine measures at
the beginning of 2021, including the closure of retail stores that do
not serve basic needs. There are only exceptions for food, drugstores,
pharmacies, banking services and a limited number of other everyday
products and services. The ongoing safety and quarantine measures in
the various countries during the period are as follows:
For Germany, the decision was taken on 3 March 2021 to continue the
extensive retail closures in place since 16 December 2020. The res-
olution further provides that retailers will only be allowed to reopen
nationwide or regionally if a stable seven-day incidence rate of less
than 50 new infections per 100,000 inhabitants has been achieved,
however no earlier than 8 March. Retail purchases are possible by
appointment with a three-day incidence rate of between 50 and 100.
If the incidence rates exceed the limit of 100 following any steps of the
re-opening strategy, an “emergency brake” will be applied, which calls
for the rules regarding business closures as at 16 December 2020 to
be reinstated. On 22 March 2021, it was decided that these rules should
apply until at least 18 April 2021.
EPRA NET TANGIBLE ASSETS *
in € million/per share in €
2016
2,332.6
2017
2,668.4
2018
2,667.5
2019 2020
2,613.4
2,309.7
43.24 43.19 43.17 42.30
37.38
*	 2016 – 2018 EPRA NAV
Deutsche EuroShop / Financial Report 2020 17
Economic review / Report on events after the reporting date / Combined ­
management report
In Poland, measures requiring the closure of shops in shopping
centers, which have been in force since 28 December 2020, were lifted
again on 1 February 2021, subject to conditions such as wearing a
mask and observing limits on the number of customers allowed per
square metre; they were then reimposed regionally from 13 March and
from 20 March 2021 nationwide. The closure measures will apply at
least until 9 April 2021.
Widespread retail closures in the Czech Republic since 27 December
2020 became even stricter effective 1 March 2021, and the list of shops
allowed to remain open has been shortened even further.
As of 8 February 2021 and subject to certain conditions, Austria has
cancelled shop closures that had been in force since 26 December
2020.
Hungary closed its retail shops for the first time from 8 March 2021.
Even prior to that, however, catering operations had only been possible
to a limited extent (take-away) and retailers had to observe the appli-
cable protective measures, such as restrictions on opening hours and
mask requirements.
The closures, which extend well into 2021, have further exacerbated
the economic situation of the tenants affected. For many tenants, the
Christmas season was heavily impacted by the closures in late autumn
and the renewed closures from mid-December 2020. The states’ sup-
port programmes were either unable to compensate for this or only to
a limited extent.
Deutsche EuroShop is in continued dialogue with tenants via its ser-
vice provider, ECE, in order to arrange support measures. Among other
things, at the beginning of 2021 the affected tenants of the German
shopping centers were made a regular offer under which half of the net
rent excluding ancillary costs would be waived for the duration of the
closure since mid-December 2020 and for all further closures in 2021.
While the federal government has suspended the requirement to
file for bankruptcy in the event of pandemic-related insolvency and
over-indebtedness in an effort to mitigate the effects of the corona-
virus pandemic and has now extended this exemption to the end of
April 2021, there is still a risk of further tenant insolvencies. More ten-
ants have already filed for insolvency or announced branch closures in
2021. This may necessitate additional write-downs on the receivables
reported as at the reporting date.
Tenants’ losses and continued shop closures in individual countries
may have an impact on the valuation of our shopping centers. Please
refer to the sensitivity analysis in section “8. Investment properties”.
No further significant events occurred between the reporting date and
the date of preparation of the financial statements.
OUTLOOK
General conditions
The success of Deutsche EuroShop’s business depends mainly on the
overall macroeconomic performance. This applies to both the global
economy, due to our core market of Germany’s huge dependency on
exports, and to the specific performance of the national economies
within our five European markets. A thriving economy, based on sta-
ble political conditions and good trade relations as well as on func-
tioning international value creation chains, is in this respect a factor
that has a significant influence on the growth of the respective popu-
lation’s income, consumer confidence and retail sales.
The German federal government, in its annual economic report pub-
lished at the end of January 2021, forecasts that gross domestic
product will grow by 3.0% in the current year. Growth is expected to
be supported, among other things, by the German exports industry,
which should benefit from a marked recovery in the global ­
economy
as the coronavirus pandemic is gradually brought under control.
The coronavirus pandemic put the temporary brakes on the 14-year
growth trend in employment in 2020. The German government
expects employment figures to pick up from the second quarter of
2021 onwards as the economic recovery gathers pace. Consumer
price levels should increase again in 2021 following the temporary
reduction in VAT and the low energy prices seen last year. Gross sal-
aries are projected to increase due to additional relief measures
(extensive abolition of solidarity surcharge, adjustment of income
tax scale). After deducting price increases, private consumption is
forecast to rise by 3.6% and thus make a significant contribution to
growth.
The projection is subject to a high degree of uncertainty due to ques-
tion marks concerning the further course of the pandemic. The fed-
eral government’s estimate is based on the assumption that the lock-
down measures, which have been in place since November and were
tightened in December 2020, will remain in force until February 2021
before they are gradually eased once more.
Financial Report 2020 / Deutsche EuroShop
18
Combined ­
management report / Report on events after the reporting date / Outlook
Expected results of operations
The uncertainties facing the business operations of our tenants in
our DES centers, for the economy and for the consumer climate are
still very high owing to the coronavirus pandemic. At the present
time, it is not possible to make an assessment of the negative effects
the continuing pandemic will have on our operating earnings, and
thus to provide a forecast for the 2021 financial year as a whole. The
repercussions depend, in particular, on the duration and extent of the
pandemic, the efficacy of vaccinations and the vaccination status of
the population, further official restrictions, legislation and support
measures. However, we expect that revenue, EBIT, EBT (excluding
measurement gains/losses) and FFO will be lower than the business
figures achieved in 2020 due to the stricter operating restrictions
and longer store closures overall compared with the first lockdown,
which have been in place since the fourth quarter of 2020 and have
lasted for almost the entire first quarter of 2021. We anticipate that
the situation will stabilise in the second quarter of 2021 and consol-
idate, particularly in the second half of the year. A new forecast will
be issued as soon as this is feasible.
Dividend policy
The impact of the ongoing coronavirus pandemic situation on finan-
cial year 2021 is not quantifiable at this time. Since our last Annual
General Meeting and the reopening of stores in summer 2020, we
have succeeded in keeping our liquidity stable overall in spite of the
highly adverse after-effects of the first lockdown and the impact of
the reimposed store closures since the end of 2020. Due to the ongo-
ing official closures of businesses in most of our markets, as well as
existing restrictions on operations that are expected to continue in
the medium term, the economic risks remain high. In order to ensure
the Company’s continued liquidity, the Executive Board has there-
fore decided to propose to the Annual General Meeting only to pay a
dividend amounting to 4% of share capital (equivalent to a total div-
idend of €2,471,343.76 or €0.04 per share) from the unappropriated
surplus remaining after allocation to other retained earnings and to
carry forward the remaining amount of the unappropriated surplus
of EUR 41,311,535.84 to the new accounts Notwithstanding the recent
suspension of or limits on dividend payments due to the coronavirus,
we intend to continue our dividend policy focused on continuity once
this exceptional situation has stabilised.
RISK REPORT
PRINCIPLES GOVERNING THE RISK
­
MANAGEMENT SYSTEM AND INTERNAL
­CONTROL SYSTEM
Deutsche EuroShop’s strategy is geared towards maintaining and
sustainably increasing shareholders’ assets and generating sustain-
ably high surplus liquidity from leasing real estate, thereby enabling
the distribution of an appropriate and sustainable dividend. The focus
of the risk management system is therefore on monitoring compli-
ance with this strategy and, building on this, on the identification and
assessment of risks and opportunities as well as the fundamental
decision on how to manage these risks. Risk management ensures
that risks are identified at an early stage and can then be evaluated,
communicated promptly and mitigated. Monitoring and manage-
ment of the risks identified form the focal point of the internal con-
trol ­
system, which at Group level is essentially the responsibility of
the Executive Board. The internal control system is an integral part
of the risk management system.
Within the framework of its legal mandate for auditing the annual
financial statements, the auditor checks whether the early warning
system for risks is suitable for detecting at an early stage any risks
or developments that might endanger the Company.
The risk analysis, as a continuous process, promptly identifies,
evaluates and communicates the factors that may jeopardise the
achievement of business targets. The process also includes man-
agement and control of the risks identified.
Risk analysis
Under existing service contracts, the Executive Board of Deutsche
EuroShop AG is continuously briefed about the business perfor-
mance of the shopping centers and the corresponding property
companies. Financial statements and financial control reports
are ­
submitted on a quarterly basis for each shopping center, with
medium-­
term corporate plans submitted annually. The Executive
Board regularly reviews and analyses these reports, using the fol-
lowing information in particular to assess the level of risk:
1.	Portfolio properties
•	 Trend in amounts outstanding
•	 Trend in occupancy rates
•	 Retail sales trend in the shopping centers
•	 Variance against projected income from the properties
•	 Observance of financial covenants in loan agreements
Deutsche EuroShop / Financial Report 2020 19
Outlook / Risk report / Combined ­
management report
2.	Centers under construction
•	 Pre-leasing levels
•	 Construction status
•	 Budget status
•	 Development of financial covenants in loan agreements
and observance of disbursement conditions
Risks are identified by observing issues and changes that deviate
from the original plans and budgets. The systematic analysis of eco-
nomic data such as consumer confidence and retail sales trends is
also incorporated into risk management. The activities of competi-
tors are also monitored continually.
Risk inventory
The risks identified in the course of the risk analysis are summa-
rised in a risk inventory and evaluated in terms of their potential loss
amounts and likelihood of their occurrence in consideration of com-
pensatory measures (from a net standpoint). The risk inventory is
regularly examined and updated when necessary.
Furthermore, the Executive Board uses scenario-based simulations,
in which the key planning parameters (including rent, cost, return
and interest rate trends) are changed, to assess the way in which
risk aggregation affects the Group’s continued existence. This anal-
ysis also allows for an evaluation to be carried out as regards which
risks the Group can sustain.
The Executive Board reports on significant new risks and the
scenario-­
based simulations in the Supervisory Board meetings.
In the event of risks that jeopardise the continued existence of the
Group, a report is issued immediately.
ACCOUNTING-RELATED INTERNAL
CONTROL SYSTEM
Preparation of the financial statements is a further important part
of the internal control system and is monitored and controlled at the
level of the Group holding company. Internal regulations and guide-
lines ensure the conformity of the annual financial statements and
the consolidated financial statements.
The decentralised preparation of Group-relevant reports by the ser-
vice provider is followed by the aggregation and consolidation of the
individual annual financial statements and the preparation of the
information for reporting in the notes and combined management
report in the accounting department of the holding company with
the aid of the consolidation software Conmezzo. This is accompa-
nied by manual process controls such as the principle of dual control
by the employees charged with ensuring the regularity of financial
reporting and by the Executive Board. In addition, within the scope
of its auditing activities, the auditor of the consolidated financial
­
statements performs process-independent auditing work, including
with respect to financial reporting.
Advice on limitations
By virtue of the organisational, control and monitoring measures laid
down in the Group, the internal control and risk management system
enables the full recording, processing and evaluation of Company-­
related facts as well as their proper presentation in Group finan-
cial reporting.
Decisions based on personal judgement, flawed controls, criminal
acts or other circumstances cannot be entirely ruled out, however,
and may limit the effectiveness and reliability of the internal control
and risk management system that is in use. Consequently, the appli-
cation of the systems used cannot guarantee absolute security as to
the correct, complete and timely recording of facts in Group finan-
cial reporting.
The statements made relate solely to those subsidiaries included
in the consolidated financial statements of Deutsche EuroShop for
which Deutsche EuroShop is in a position, directly or indirectly, to
dictate their financial and operating policies.
Combined ­
management report / Risk report
Financial Report 2020 / Deutsche EuroShop
20
EVALUATION OF THE OVERALL RISK POSITION
The overall risk situation is presented in the following matrix. The
potential extent of losses is calculated on the basis of the impact for
the financial year following the year under review. The coronavirus
pandemic is having an impact on the individual risks of the Deutsche
EuroShop Group. Compared to the presentation of the overall risk
position in the 2019 combined management report, there is a differ-
ing assessment for the following individual risks: market and sector
risks, rental risk, risk of default on leases, and management and cost
risk, increase in risk assessment.
On the basis of the monitoring system described, Deutsche Euro-
Shop AG has taken appropriate steps to identify developments that
could jeopardise its continued existence at an early stage and to
counteract them. The Executive Board has performed a wide range
of scenario-based simulations in order to evaluate the potential
effects of the coronavirus pandemic on the Company and Group’s
continued existence. In this context, the impact on the liquidity of
the Group and the compliance with credit covenants has also been
reviewed.
The Executive Board is accordingly not aware of any risks that could
jeopardise the continued existence of the Company and the Group.
PRESENTATION OF MATERIAL
INDIVIDUAL RISKS
Valuation risk
The value of a property is essentially determined by its capitalised
earnings value, which in turn depends on factors such as the level
of annual rental income, the management costs and the investment
needs, the underlying location risk, the general condition of the prop-
erty, the evolution of capital market interest rates and, in particu-
lar, the demand for shopping center properties. The appreciation
of property values is also impacted by various macroeconomic and
regional factors as well as by factors specific to those properties,
which are for the most part unforeseeable and beyond the control
of the Company. The factors described are taken into account in the
annual market valuations of our portfolio properties by independ-
ent appraisers. Changes in value are recognised in the income state-
ment of the consolidated financial statements in accordance with the
requirements of IAS 40 and may thus increase the volatility of con-
solidated profit. In addition, the market valuations of our portfolio
properties may also affect compliance with loan conditions on exist-
ing financing arrangements (e.g. compliance with debt ratios) as well
as the terms of new financing and refinancing agreements.
The assignment of external, independent appraisers with a great
deal of experience in the industry, along with our own critical assess-
ment of their appraisal, minimises the risk of measurement error. As
part of efforts aimed at controlling value-driving factors, the Com-
pany has adopted further measures towards minimising valuation
risk. The main focus here is on professional management of the
centers, costs and rentals at the shopping centers, which is ensured
through the selection of suitable asset managers. All of our shopping
centers are currently managed by ECE, the European market leader
in the area of shopping center management, with active maintenance
management ensuring that the properties are continuously kept in a
sound general condition.
The coronavirus pandemic is having a direct impact on the para­
meters used to value the real estate portfolio, such as derived inter-
est rates, market rents, management costs and re-letting periods.
The external appraiser pointed out that, in this exceptional situation,
comparable transactions had only taken place to a limited extent and
that the valuation was therefore subject to a higher degree of uncer-
tainty. Nor can it be ruled out that, in view of the dynamics of the
coronavirus crisis observed in 2020, the overall situation will have to
be reassessed in the short term and corresponding adjustments will
have to be made to the valuations. The probability and extent of loss
of the valuation risk must therefore continue to be regarded as high.
medium
25% – 50%
low
0% – 25%
high

€5
million
AMOUNT
OF
LOSSES
LIKELIHOOD OF OCCURRENCE
medium
1
–
€5
million
low
up
to
€1
million
high
50%
RISK MATRIX
Valuation and cost
risks
Interest rate change
and financing risks
Legal risk
Personnel risk
IT risk
Risk of damage
Currency risk
Valuation risk
Risk of rent loss
Market and sector
risks
Rental risk
Risk report / Combined ­
management report
Deutsche EuroShop / Financial Report 2020 21
Market and sector risks
The coronavirus pandemic and the hygiene and protective measures
taken by the authorities have had a massive impact on the bricks-
and-mortar retail trade in the form of lost sales. In addition to the
temporary store closures that are affecting the majority of our ten-
ants, many consumers also find it annoying to have to wear mouth
and nose protection while out shopping, meaning they are mostly
only buying the things they actually need. The shopping experience,
the marketplace concept as well as the role of the centers as a place
to meet and have fun have receded into the background during these
phases. In addition, lockdowns have a significant and in some cases
lasting influence on purchasing behaviour. The closures have led to
a significant increase in the proportion of purchases made online. In
Germany, this share rose to 12.4% in 2020.
Online retail will continue to grow in future and increase its share
of total retail sales. The segments of fashion, shoes and consumer
electronics, in particular, continue to dominate online commerce,
together making up around 45% of total online sales, and are also
especially heavily represented in shopping centers. Despite this gen-
eral trend, attractive retail spaces are still a strong pull for custom-
ers. After stores were reopened in the second quarter of 2020, and
again in Austria and Poland in the middle of the first quarter of 2021,
bricks-and-mortar retail underwent a rapid and significant recovery
in customer footfall. Although visitor numbers still lagged behind the
levels recorded prior to coronavirus, they show that attractive and
spacious retail facilities that are leaders in their respective catch-
ment areas and can offer customers a broad range of products, an
enjoyable time and a special shopping experience can continue to
hold their own.
Alongside the growth in online retail, additional retail commercial
space offered on the rental market, created for example through the
building, expansion or modernisation of shopping or factory outlet
centers both in city centers and on the outskirts, as well as through
the revitalisation of retail locations in city centers, may cause real-
isable revenues in bricks-and-mortar retail trade to be distributed
over more rental space overall and lead to lower space utilisation.
Larger or improved rental space offerings in the competitive environ­
ment of our shopping centers and a potentially permanent redistri-
bution of retail revenues to online channels and the accompanying
permanent drop in space utilisation for bricks-and-mortar retailers
harbour the risk that subsequent leases and/or renewals could be
concluded at lower rent prices and/or under less favourable con-
tractual terms.
To counter the rising share of online retail along with potential pres-
sure on space utilisation, bricks-and-mortar retail is embracing
floor-space restructuring and focusing on good retail locations, opti-
mising product ranges, improving the quality of service and placing
an emphasis on individual consultations when shopping. The inter-
connection between the offline and online worlds is also becom-
ing increasingly important. In this respect, retailers are at different
stages of progress and success, particularly as far as implementa-
tion of their omni-channel concepts is concerned, as the past year in
particular has shown. If bricks-and-mortar retailers do not have an
online presence or maintain only a very limited online offering, this
means that during pandemic-related store closures they have few
or even no distribution options. As a result, the corporate reserves
of the affected tenants are being stretched to breaking as the pan-
demic continues, and a number of retailers have already had to file
for bankruptcy. The small number and limited extent of state support
measures and landlord concessions have only been able to compen-
sate for a portion of these losses.
Since the start of the coronavirus pandemic, there has been an
increased trend among retailers to develop or expand their own
omni-channel strategies. Deutsche EuroShop AG is actively con-
fronting this trend with a variety of measures. A key focus here is
to optimise the integration of the offline and online shopping worlds
through the Digital Mall concept, which aims to enable customers
to see, prospectively reserve and order products that are immedi-
ately available in a shopping center conveniently and in just a few
clicks via their smartphone or over the Internet. The basic function-
ality (“product search”) of Digital Mall was rolled out in all of our Ger-
man shopping centers by the end of 2019. The offering remains lim-
ited during the market launch phase. However, over 2.2 million prod-
ucts were already available by the end of 2020, and the omni-channel
offering continues to grow through the successive integration of an
ever-increasing number of retailers and locations.
The leisure, customer experience and meeting point aspects of
our centers are also being enhanced. In addition to the creation of
attractive and new restaurant spaces, this includes our “At Your Ser-
vice” and “Mall Beautification” investment programmes which were
launched back in 2018, even if these have currently been adjusted
or partially postponed due to the coronavirus. The aim is to make
the centers a more pleasurable place to be and to raise the qual-
ity of service through targeted investments in, among other things,
improved service and lounge areas, modern entertainment zones
for kids, simplified in-house navigation when searching for shops or
parking using touch screens or smartphone solutions, and intelligent
parking guidance systems. The conclusion of leases with as long a
term as possible with tenants with high credit ratings across every
retail segment also reduces market and sector risks.
Combined ­
management report / Risk report
Financial Report 2020 / Deutsche EuroShop
22
Since the outbreak of the coronavirus and until the pandemic situ-
ation has stabilised to a significant degree, the huge impact of the
business closures and restrictions have dominated the business of
our tenants and thus also influenced our profitability. On the basis of
economic necessity and the legal framework and with a view to sus-
tainable and long-term cooperation with our tenants, we will con-
tinue to seek economic solutions (e. g. temporary rent reductions)
with our rental partners in a flexible manner that is in line with
the evolving course of the pandemic. We set the amount of losses
and likelihood of occurrence of the market and sector risks at high
(amount of loss and likelihood of occurrence according to combined
management report 2019: medium).
Rental risk
The long-term success of the Deutsche EuroShop AG business model
depends, in particular, on leases for retail space and the generation
of stable and/or growing rental income in addition to low vacancy
rates. Due to the medium-term and long-term renting of retail space,
Deutsche EuroShop AG is not as reliant on short-term economic
developments as companies in other sectors are. However, given
retail commerce’s greater dependency on the state of the economy,
we cannot rule out the possibility of a change in economic conditions
impacting Deutsche EuroShop AG’s business.
Economic fluctuations in addition to structural changes in the retail
market affect demand for floor space, rent prices and contractual
conditions. Thus, there is the risk that floor space is not rented or is
rented at inadequate prices or is rented under excessively unfavour-
able conditions, for example with respect to lease terms or service
charge apportionments. Low contributions to revenues from leasing
and/or rising vacancy rates are also possible.
As a result, income would turn out to be less than budgeted, and dis-
tributions to shareholders might have to be reduced. If the rental
income for a property company is no longer sufficient to meet its
interest and repayment obligations, this could lead to the loss of the
entire property.
Our reaction to this risk is to transfer leasing management to pro-
fessional market leaders in asset management as well as to closely
monitor the market with continuous and timely reporting on regular
or foreseeable unscheduled leasing. In addition, we enforce a pref-
erence for medium-term and long-term leases involving high mini­
mum rent price agreements, to the extent feasible from a market
perspective.
The economic consequences of the coronavirus pandemic are influ-
encing demand for floor space, rent rates and the contractual condi-
tions for new and renewed leases. The time it takes for a space to be
re-let may also increase, leading to higher vacancy rates.
Due to the massive impact of the store closures on our tenants and
the associated increased pandemic-related insolvency and re-let-
ting risks, we have set the risk of loss and likelihood of occurrence
posed by rental risk to high (loss estimate and likelihood of occur-
rence according to 2019 combined management report: medium).
Risk of rent loss
Deteriorating performance and credit ratings among tenants, which
may also be triggered by serious external political or economic
shocks as well as by nationwide store closures imposed by govern-
ments in response to the pandemic and accompanying legislative
measures, may lead to defaults on leases and other financial bur-
dens, with the risk of default on leases comprising the rent payments
in their entirety, allocable ancillary costs and potential legal and rein-
statement costs. Insolvency on the part of tenants, especially anchor
tenants or shop chains, can moreover lead to temporary increases
in vacancy rates.
Risk is minimised by carefully selecting tenants, regularly analys-
ing their sales growth and amounts outstanding as well as adopting
reletting measures early in the event of negative developments. As
a rule, tenants also put up commensurate security deposits, which
are able to offset some of the financial burden in the event of default.
The requisite writedowns are recognised on the balance sheet in
individual cases. In financial year 2020, these amounted to €29.2 mil-
lion, mainly due to the pandemic (previous year: €1.7 million). It is not
possible to rule out high write-downs in the current financial year in
view of the significant structural change in bricks-and-mortar retail
and depending on economic developments and, in particular, the
further course of the pandemic. We have set the amount of losses
and likelihood of occurrence at high (amount of loss and likelihood
of occurrence according to combined management report 2019: low
and medium).
Risk report / Combined ­
management report
Deutsche EuroShop / Financial Report 2020 23
Valuation and cost risks
The complexity of the applicable court decisions and changes thereto
could lead to corrections and objections in relation to ancillary costs,
which in turn could lead to limits being enforced on passing the bur-
den on to tenants and/or to subsequent reimbursements to same.
Besides financial losses, this could also affect tenant satisfaction.
Continuous examination of ancillary cost invoicing based on current
legislation minimises this risk. New changes in the law may also
mean that additional costs cannot legally and/or economically be
passed on entirely to tenants as ancillary costs in future.
Expenditure on maintenance and investment projects can turn out
higher than budgeted on the basis of our past experience. Differ-
ences may also materialise owing to external damage or loss, inac-
curate assessment of maintenance requirements or deficiencies that
are not identified or are identified too late.
We minimise risks from cost overruns in current investment projects
and maintenance measures by taking cost models for all identifia-
ble risks into account in our calculations as a precautionary meas-
ure at the planning stage. In addition, more large-scale construc-
tion contracts are normally only awarded on a fixed-price basis to
general contractors with strong credit ratings. During the building
phase, professional project management is assured by the compa-
nies we commission. However, it is impossible to completely avoid
cost overruns in individual cases.
The coronavirus pandemic has an indirect impact on management
and cost risk. Even if the coronavirus-related rent concessions
agreed with tenants regularly provide that ancillary costs will also
be paid by tenants during the closure phase, the loss of tenants could
result in longer vacancy periods and renovation measures, leading
to an increase in the proportion of non-allocable ancillary costs and
necessary investments. We rate the likelihood of budget overruns
and additional costs as higher than in the previous year and have set
this to medium (assessment of likelihood of occurrence according to
2019 combined management report: low).
Financing and interest rate risks
Interest rate levels are materially determined by underlying macro-
economic and political conditions and therefore cannot be predicted
by the Company. There is a risk that refinancing may only be availa-
ble at higher interest rates than before. This would negatively impact
EBT and FFO.
As at the reporting date, the Group’s financing arrangements for the
most part involved long-term interest rate hedging. There is cur-
rently no discernible risk to the Group in connection with changes
in interest rates based on upcoming new financing and refinanc-
ing agreements. On the basis of current interest rate levels and the
available loan offerings, it is expected that refinancing can be con-
cluded at lower interest rates than the original rates contracted and
that the planned interest rates are attainable with sufficient cer-
tainty. We are constantly monitoring the interest rate environment
so as to be able to react appropriately to interest rate changes. We
minimise the interest rate risk for new property financing as far as
possible by entering into long-term loans with fixed-interest periods
of up to 15 years.
Deutsche EuroShop AG occasionally uses derivatives that qualify for
hedge accounting to hedge interest rate risks. These interest rate
swap transactions transform variable interest rates into fixed inter-
est rates. An interest rate swap is an effective hedge if the princi-
pal amounts, maturities, repricing or repayment dates, interest pay-
ment and principal repayment dates, and the basis of calculation
used to determine the interest rates are identical for the hedge and
the underlying transaction and the party to the contract fulfils the
contract. The Company counters the risk of default by stringently
examining its contract partners which are also lenders. Interest rate
swaps and the underlying transaction are generally reported as one
item in the annual financial statements. Financial instruments are
not subject to liquidity or other risks. A test of effectiveness for the
hedges described is implemented regularly.
An economic or financial crisis, the substantial direct and ­
indirect
repercussions of the coronavirus pandemic on the operations and
cash flow of retail properties as well as a clear intensification of
online competition or a stricter regulation of the financial sector
could lead to a significant deterioration of banks’ lending policies
with respect to credit margins, financing terms and expiries as well
as loan conditions, which would negatively affect the earnings and
financial position of the Company. Under extreme circumstances, the
financing market could dry up altogether. The possibility cannot be
completely excluded that, due for example to a deterioration in the
results of operations of individual property companies or a change
in lending policy, banks may not be prepared to provide refinanc-
ing or to extend credit lines. Deutsche EuroShop AG responds to this
financing risk by concluding long-term loan agreements, avoiding the
accumulation over time of loan maturities and observing conserv-
ative debt ratios. Furthermore, the Company maintains long-term
business relationships with a large number of investment, commer-
cial and mortgage banks in its target markets in order to secure the
best possible access to the capital markets.
Combined ­
management report / Risk report
Financial Report 2020 / Deutsche EuroShop
24
The Group loans expiring in 2021 of €135.3 million were re-financed
(€65.2 million) or are in the final stage of negotiation with the financ-
ing banks (€70.1 million). A loan of €24.4 million of a joint venture is
scheduled for refinancing in 2021 on a pro-rata basis and the nego-
tiations with the financing banks are also in the final stages. Based
on the status of negotiations with the banks, there is no indication
that the refinancing cannot be concluded by the scheduled expiry
of the loans.
Currency risk
Deutsche EuroShop AG’s activities are limited exclusively to the
European economic area. Manageable currency risks arise in the
case of the eastern European investment companies. These risks
are not hedged because this is purely an issue of translation at the
reporting date and is therefore not associated with any cash flow
risks. The currency risk from operations is largely hedged by linking
rents and loan liabilities to the euro. There is a risk that if the Hun-
garian forint, the Polish zloty or the Czech koruna were to plummet
against the euro for a long period of time, tenants would no longer
be able to pay what would then be considerably higher rents denom-
inated in a foreign currency.
Risk of damage
Real estate properties are subject to the risk of total or partial ruin
on account of external factors (e. 
g. damage from fire or flooding,
vandalism, terror attacks), which can lead to repair costs and leasing
defaults. These types of damage are hedged to the greatest possible
extent by insurance policies with insurers with a high credit rating. It
is, however, conceivable that not all theoretically possible damage is
adequately covered by insurance policies, or that this insurance cov-
erage cannot be maintained on adequate terms in light of changing
conditions in the insurance market, or that sufficient insurance pro-
tection will not even be offered. In addition, insurers may deny their
services or a deterioration in the credit rating of an insurer may lead
to potential defaults on payments in connection with the enforcement
of insurance claims.
In order to avoid damage, our properties are also actively secured by
fire and burglary protection and anti-vandalism measures.
Legal risk
The concept for our business model is based on the current legal sit-
uation, administrative opinion and court decisions, all of which may,
however, change at any time. In the wake of the coronavirus pan-
demic, various legislators in Europe, including Germany and Poland,
were quick to enact new laws or amend existing laws that may pro-
vide temporary relief to tenants in terms of their rental payment obli-
gations during government-mandated, pandemic-related business
closures. The exact interpretation and impact of these laws is not yet
possible in many cases due to a lack of precedents and rulings. Given
the regular, consensus-oriented negotiations we have held with our
tenants during the pandemic situation with regard to the poten-
tial and appropriate limitation or division of losses for the affected
periods, we do not currently assume any increased legal risk in this
regard. The Company is not currently aware of any legal risks that
could have a major impact on its assets or results of operations.
Personnel risk
Given the small number of employees of Deutsche EuroShop AG, the
Company is dependent on individual persons in key positions. The
departure of these key staff would lead to a loss of expertise, and the
recruitment and induction of new replacement personnel could tem-
porarily impair day-to-day business. This kind of impairment is kept
to a minimum by means of representation policies and the documen-
tation of material work processes.
IT risk
Deutsche EuroShop AG’s information system is based on a cen-
trally managed network solution. Corrective and preventive mainte-
nance of the system is carried out by an external service provider. A
detailed access policy ensures that staff and external service provid-
ers are granted access exclusively to systems they require for their
work. A virus protection concept and permanent monitoring of data
traffic with respect to hidden and dangerous content are designed
to protect against external attacks. All data relevant to operations
is backed up daily by remote backup and also regularly on multiple
storage media. In the event of a hardware or software failure in our
system, all data can be reproduced at short notice.
Risk report / Combined ­
management report
Deutsche EuroShop / Financial Report 2020 25
OPPORTUNITY REPORT
Deutsche EuroShop AG forms part of a retail market undergoing
dynamic structural transformation. While bricks-and-mortar retail is
currently facing challenges from strong growth in online retail, and
many transformation processes are being initiated more actively,
the strict boundaries between the online and offline shopping world
continue to disappear. The coronavirus pandemic has significantly
increased the pressure to act and the required speed of implemen-
tation. Even before this, however, there was a clear trend towards
purely online retailers increasingly opening shops and branch net-
works or gaining access to bricks-and-mortar retail chains and their
branch network through acquisitions or joint ventures. This develop-
ment is based on the expectation from customers that they will be
able to buy all products online or offline depending on the ­
situation.
Lots of retailers had to accept that they were only able to gener-
ate revenue during the closure phase with an omnichannel sales
approach as this sales approach opens up new opportunities in the
areas of customer contact and service and provides revenue growth
potential. Attractive bricks-and-mortar retail spaces and thus also
shopping centers will continue to play an important role in the
transformation of the retail landscape to a largely integrated omni-­
channel distribution. This is supported by the rapid and relatively
significant recovery in customer footfall and tenant revenue in many
segments following the reopening of stores post-lockdown. In addi-
tion, bricks-and-mortar spaces are also increasingly lending them-
selves to being used as local logistics hubs for fast and cost-efficient
delivery services.
Given the prompt stabilisation of the pandemic situation and the
positioning of our shopping centers at first-rate locations, broad sec-
tor diversification within the centers, the increasing link-up between
the shopping centers and online retail via Digital Mall, and their con-
ceptional adaptation with an emphasis on leisure, customer experi-
ence and meeting point aspects, and the increasing complementary
importance of shop space to online retail, we see opportunities for
further success even during the current accelerated phase of struc-
tural change.
In the area of financing, the continued environment of low interest
rates affords fundamentally good opportunities for concluding refi-
nancing and new financing agreements on more favourable terms,
which would positively impact EBT and FFO.
In addition, once the special challenges posed by the coronavirus
pandemic have been overcome and the market situation has stabi-
lised, there will be growth opportunities for Deutsche EuroShop AG
through the acquisition of further shopping centers or stakes therein,
in keeping with its clearly defined, selective investment strategy.
This, in turn, would positively impact the results of operations. Fur-
ther external growth can also enhance the diversification effect in
the Company’s holdings portfolio. Due to the great degree of flexi-
bility in the implementation of our acquisition and holdings struc-
tures, our good reputation with banks and as a reliable partner in
the real estate market, the Company will be well positioned follow-
ing stabilisation of the pandemic situation to continue to operate in
the transactions market in such a way as to exploit opportunities
going forward.
Combined ­
management report / Opportunity report
Financial Report 2020 / Deutsche EuroShop
26
REMUNERATION REPORT
The remuneration model of Deutsche EuroShop AG was changed
in line with the German Act on the Appropriateness of Managing
Board Remuneration (VorstAG) and the requirements of the Corpo-
rate Governance Code and was last put before the General Meeting
for approval in June 2018. In the case of new or extended Executive
Board memberships, the requirements were examined and amended
by the Supervisory Board.
REMUNERATION SYSTEM FOR THE
EXECUTIVE BOARD
Remuneration for the Executive Board is set by the Super­
visory
Board. The remuneration system provides for a non-performance-­
related basic annual remuneration component based on the individ-
ual Executive Board member’s duties, a performance-related remu-
neration component, and non-cash benefits in the form of a company
car and contributions to a pension scheme.
As a performance-related remuneration component, the bonus is
dependent on the long-term performance of the Company. It is based
on the weighted average over the financial year and the two previous
financial years. Group EBT (excluding measurement gains/losses)
for the financial year is taken into account at a weighting of 60% in
the basis of calculation, that of the previous financial year at 30%
and that of the financial year before that at 10%. Mr Wellner receives
0.25% of the calculation basis as a bonus and Mr Borkers 0.2%. The
bonus for Mr Wellner is limited to 150% of his basic annual remu-
neration and the bonus for Mr Borkers is limited to €300 thousand.
The non-performance-related basic annual remuneration is €282
thousand for Mr Wellner and €199 thousand for Mr Borkers. In addi-
tion, Mr Wellner is expected to receive a bonus of €354 thousand
and Mr Borkers €283 thousand for 2020. The final amount of the
bonuses will only be available after approval of the consolidated
financial statements by the Supervisory Board, upon which they will
be payable.
Should the results of operations and net assets of the Company dete-
riorate during the term of the respective employment contracts to
such an extent that further payment of this remuneration becomes
unreasonable, the rules of section 87 (2) of the AktG will apply. The
Supervisory Board will decide at its own discretion on the extent to
which such remuneration will be reduced.
In the event that the employment contract is terminated prema-
turely by the Company without any good cause, the members of the
Executive Board will be entitled to a settlement in the amount of the
annual remuneration outstanding up to the end of the agreed con-
tractual term, but limited to an amount equivalent to a maximum of
two annual remunerations (basic annual remuneration plus bonus).
For the measurement of the annual remuneration amount, the aver-
age annual remuneration for the previous financial year and the
probable annual remuneration for the current financial year shall be
applicable.
A long-term incentive (LTI 2018) remuneration component was
agreed in financial year 2018. The amount of the LTI 2018 is
based on the positive change in market capitalisation of Deutsche
­EuroShop AG according to the data provided by Deutsche Börse over
the period from 1 July 2018 to 31 December 2021. Market capital-
isation is calculated by multiplying the volume-weighted average
price over the last 20 trading days by the number of Company shares
issued. According to the data provided by Deutsche Börse, the Com-
pany’s volume-weighted market capitalisation stood at €1,862.4 mil-
lion as at 1 July 2018.
Mr Wellner will receive 0.10% of any positive change in market capi-
talisation over the above period of up to €500 million, and Mr Borkers
0.05%. For any change over and above this amount, Mr Wellner will
receive 0.05% and Mr Borkers 0.025%. Payment under the LTI 2018
will be made in three equal annual instalments, the first being paya-
ble on 1 January 2022.
In the event that the employment contract is terminated prematurely
by the Company, any entitlements arising from the LTI 2018 until that
date will be paid out prematurely.
On 31 December 2020, the market capitalisation of the Company
stood at €1,106.7 million, which was €755.7 million lower than the
figure as at 1 July 2018. There was therefore no potential liability
under the LTI 2018 as at the reporting date.
Remuneration report / Combined ­
management report
Deutsche EuroShop / Financial Report 2020 27
REMUNERATION OF THE EXECUTIVE BOARD 2020
The remuneration of the Executive Board amounted to €1,323 thou-
sand, which broke down as follows:
in € thousand
Wilhelm Wellner Olaf Borkers
Total
CEO
Joined: 01.02.2015
Member of the Management Board
Joined: 01.10.2005
Contributions made 2020 2019
2020
(min.)
2020
(max.) 2020 2019
2020
(min.)
2020
(max.) 2020
Fixed remuneration 282 282 236 199
Ancillary benefits 22 25 0 12
Total 304 307 236 211 540
One-year variable remuneration 354 404 0 423 283 284 0 300
Multi-year variable Remuneration1
LTI 2018 0 0 0 ( 2
) 0 0 0 ( 2
)
Total 354 404 283 284 637
Pension expense 143 143 3 3 146
TOTAL REMUNERATION 801 854 522 498 1,323
1
	 Due to the preliminary nature of the remuneration calculations at the time the annual financial statements were drawn up,
the payments may vary slightly with respect to the remuneration figures for the previous year.
2
	 no maximum
In 2020, the Executive Board was in receipt of payments totalling
€1,281 thousand:
in € thousand
Wilhelm Wellner Olaf Borkers
Total
CEO
Joined: 01.02.2015
Member of the Management Board
Joined: 01.10.2005
Income 2020 2019
2020
(min.)
2020
(max.) 2020 2019
2020
(min.)
2020
(max.) 2020
Fixed remuneration 282 282 236 199
Ancillary benefits 22 25 0 12
Total 304 307 236 211 540
One-year variable Remuneration1
404 390 0 423 284 279 0 300
Multi-year variable remuneration
LTI 2018 0 0 0 ( 2
) 0 0 0 ( 2
)
Total 404 390 284 279 688
Pension expense 50 50 3 3 53
TOTAL REMUNERATION 758 747 523 493 1,281
1
	 Due to the preliminary nature of the remuneration calculations at the time the annual financial statements were drawn up,
the payments may vary slightly with respect to the remuneration figures for the previous year.
2
	 no maximum
Combined ­
management report / Remuneration report
Financial Report 2020 / Deutsche EuroShop
28
Ancillary benefits include the provision of a car for business and pri-
vate use. Pension expenses for Mr Wellner comprise a defined con-
tribution pension plan amounting to €50 thousand p.a. which was
granted to him until the age of 62. The pension commitment will ter-
minate prematurely if Mr Wellner does not accept an extension to his
work on the Executive Board offered to him by the Company and in
the event of incapacity for work or death.
No advances or loans were granted to members of the Executive
Board. The Company has not entered into any commitments or con-
tingent liabilities in favour of these persons.
The outgoing CEO, Claus-Matthias Böge, is to receive a total of
€1,712 thousand under the Long-Term Incentive 2010, which covered
the period to 30 June 2015. From 2016, this amount was paid at the
start of each year in five equal instalments, finishing in 2020.
The Supervisory Board intends to present to the Annual General
Meeting on 18 June 2021 a new remuneration system for the Exec-
utive Board.
REMUNERATION OF THE SUPERVISORY BOARD
The remuneration of the Supervisory Board is based on section 8 (4)
of the Articles of Association of Deutsche EuroShop AG. In accord-
ance with the Articles of Association, the remuneration amounts
to €50,000 for the chairman, €37,500 for the deputy chairman and
€25,000 for each of the other members of the Supervisory Board.
Committee membership is not taken into account when determin-
ing the remuneration of the Supervisory Board. Moreover, the remu-
neration does not contain any performance-related elements. The
remuneration is determined on the basis of the business model and
size of the Company as well as the responsibility associated with the
role. The Company’s business and financial position is also taken into
consideration.
If any member of the Supervisory Board should leave the Super­
visory Board during the financial year, they shall receive their remu-
neration pro rata. In accordance with section 8 (5) of the Articles of
Association, expenses are also reimbursed.
The remuneration of the members of the Supervisory Board totalled
€262.5 thousand in the period under review, which breaks down as
follows:
in € thousand 2020 2019
Reiner Strecker 50.0 59.5
Karin Dohm 37.5 44.6
Dr Anja Disput 25.0 16.5
Henning Eggers 25.0 16.5
Dr Henning Kreke 25.0 29.8
Alexander Otto 25.0 29.8
Claudia Plath 25.0 16.5
Klaus Striebich 25.0 29.8
Roland Werner 25.0 29.8
Thomas Armbrust 0.0 13.2
Beate Bell 0.0 13.2
Manuela Better 0.0 13.2
262.5 312.4
No advances or loans were granted to the members of the Super­
visory Board.
No pensions are paid to former members of the Executive or Super-
visory Boards or to their dependants.
ACQUISITION REPORTING
Deutsche EuroShop shares are traded on the Frankfurt Stock
Exchange and other exchanges. As at 31 December 2020, 20.03% of
shares were owned by Alexander Otto (previous year: 19.47%).
The share capital is €61,783,594, comprised of 61,783,594 no-par-
value registered shares. The notional value of each share is €1.00.
According to Article  5 of the Articles of Association, the Execu-
tive Board is authorised, with the Supervisory Board’s approval, to
increase the share capital by up to a total of €11,680,999 through
individual or multiple issues of new no-par-value registered shares
against cash and/or non-cash contributions before 27 June 2022
(Authorised capital 2017). As at 31 December 2020, no use had been
made of this authorisation.
Deutsche EuroShop / Financial Report 2020 29
Remuneration report / Acquisition reporting / Combined ­
management report
In addition, the Executive Board was authorised by a resolution of
the Annual General Meeting held on 28 June 2018 to acquire treas-
ury shares in the Company constituting up to 10% of the share capital
available on the entry into force or – if this is lower – on exercise of
the authorisation by 27 June 2023. As at 31 December 2020, no use
had been made of this authorisation.
A change-of-control arrangement has been agreed with two employ-
ees. Under this arrangement, if and insofar as the Company informs
them that they will no longer be employed in their current positions,
these employees will have a special right of termination with a notice
period of one month up to the end of the quarter, which will be valid
for twelve months from the date the change of control takes effect.
A change of control arises if Deutsche EuroShop AG merges with
another company, if a public takeover bid has been made under the
German Wertpapiererwerbs- und Übernahmegesetz (WpÜG – Secu-
rities Acquisition and Takeover Act) and accepted by a majority of
shareholders, if the Company is integrated into a new group of com-
panies or if the Company goes private and is delisted.
In the event of such termination of the employment relationship,
these employees will receive a one-time payment amounting to
three months’ gross salary multiplied by the number of years that
they have worked for the Company, but limited to a maximum of
24 months’ gross salary.
Deutsche EuroShop Group does not currently have any other com-
pensation agreements with members of the Executive Board or other
employees for the event of a change of control.
The material provisions governing Deutsche EuroShop AG, which
include a change of control clause, primarily relate to bilateral credit
facilities and various loan agreements. In the event of a takeover,
the relevant lenders are entitled to terminate the facility and where
applicable demand immediate repayment. A takeover is defined as
a third party taking control of Deutsche EuroShop AG; the takeover
may also be made by a group acting jointly.
DECLARATION ON
­CORPORATE GOVERNANCE
(SECTION 289F, SECTION
315D HGB)
The declaration on corporate governance, in conformity with section
3.10 of the Deutscher Corporate Governance Kodex (German Corpo-
rate Governance Code) and section 289f, 315d of the Handelsgesetz-
buch (HGB – German Commercial Code) has been published on the
Deutsche EuroShop website at
www.deutsche-euroshop.com/EZU
REPORTING ON THE
­SEPARATE FINANCIAL
STATEMENTS OF
DEUTSCHE EUROSHOP AG
As the Group managing company, Deutsche EuroShop AG is respon-
sible for corporate strategy, portfolio and risk management, financ-
ing and communication. As the holding company, the economic
development of Deutsche EuroShop AG depends primarily on the
business development of the Group’s operating companies. Deutsche
EuroShop AG also directly participates in and shares the opportuni-
ties and risks of the Group companies. Therefore, please also refer
to the reporting on the Group in sections “Macroeconomic and Sec-
tor-Specific Conditions”, “Risk report” and “Opportunity report” in this
combined management report.
The annual financial statements of Deutsche EuroShop AG were pre-
pared in accordance with the rules of the German Commercial Code
(HGB), in compliance with the German Stock Corporation Act (AktG),
while those of the Group were drawn up according to IFRS rules.
Financial Report 2020 / Deutsche EuroShop
30
Combined ­
management report / Acquisition reporting / Declaration on ­
corporate governance /
Reporting on the ­
separate financial statements
RESULTS OF OPERATIONS OF DEUTSCHE EUROSHOP AG (HGB)
in € thousand 01.01.–31.12.2020 01.01.–31.12.2019
Change
+/- in %
Other operating income 317 150 167 111
Personnel expenses -2,030 -2,055 25 1
Depreciation/amortisation and other operating expenses -3,199 -2,185 -1,013 -46
Investment income 38,059 69,353 -31,294 -45
Financial gains or losses -13,511 -7,918 -5,593 -71
Taxes on income and earnings -1,382 11,784 -13,166 -112
Net profit 18,254 69,129 -50,875 -74
Profit brought forward 34,629 0 34,629
Transfer to retained earnings -9,100 -34,500 25,400
UNAPPROPRIATED SURPLUS 43,783 34,629 9,145
For Deutsche EuroShop AG, financial year 2020 was overshadowed
by the effects of the coronavirus pandemic. At €19.6 million, pre-tax
profit was €37.7 million lower than in the previous year (€57.3 mil-
lion). A principal component of the Company’s earnings is invest-
ment income, at €38.1 million (previous year: €69.4 million), which
was down €31.3 million year on year. This decline is essentially
explained by the coronavirus-related rent defaults and necessary
write-downs on receivables from the investments. In addition, in
order to strengthen the liquidity of individual investments, no divi-
dend payments were recognised in the income statement.
In the previous year, the financial result was boosted by the interest
refund as part of the trade tax reimbursement of €2.7 million. The
interest expenses fell by €0.1 million year on year due to the sched-
uled repayments. Conversely, the write-down of €10.1 million, which
was carried out on the basis of an external appraisal report on the
investment property, impacted the investment in Saarpark Center
Neunkirchen KG.
Taxes on income and earnings resulted in an expense of €1.4 million,
compared with tax income of €11.8 million in the previous year. Of
this amount, €0.1 million was attributable to the reversal of deferred
taxes (previous year: reversal of €12.9 million), €1.5 million to taxes
to be paid (previous year: €8.2 million) and a further €7.1 million to
a trade tax reimbursement. The reversal of deferred taxes in the
prior year was the result of the corporate restructuring of individ-
ual investments completed in 2019, which will enable the extended
trade tax reduction to be used to a greater extent than it has been.
The decline in taxes payable is due to the restructuring in the pre-
vious year as well as to the low share in earnings from investees
owing to the coronavirus.
NET ASSETS OF DEUTSCHE EUROSHOP AG (HGB)
in € thousand 31.12.2020 31.12.2019
Change
+/-
Financial investments 1,168,713 1,161,439 7,274
Other non-current
assets 145 184 -39
Receivables and
other assets 457 859 -402
Cash and bank balances 79,211 69,027 10,184
Assets 1,248,526 1,231,509 17,017
Equity 1,061,775 1,043,521 18,254
Provisions 1,899 3,066 -1,167
Liabilities 103,862 103,772 90
Deferred tax liabilities 80,990 81,150 -160
Liabilities 1,248,526 1,231,509 17,017
The increase in non-current financial investments was due mainly to
the proportional net profits of investees, as determined under com-
mercial law, reduced by the withdrawals made in financial year 2020.
The equity ratio of Deutsche EuroShop AG improved slightly from
84.7% to 85.0% and remained at a very healthy and high level.
Deutsche EuroShop / Financial Report 2020 31
Reporting on the ­
separate financial statements / Combined ­
management report
FINANCIAL POSITION OF DEUTSCHE EUROSHOP AG (HGB)
in € thousand
01.01.–
31.12.2020
01.01.–
31.12.2019
Net profit 18,254 69,129
Undistributed share in entitlement
to profits -14,109 0
Cash distributions on investees
recognised in equity 0 50,509
Measurement of investments
not affecting liquidity 10,084 6,618
Addition/reversal for deferred
income taxes -160 -12,846
1. 
Free cash flow from
operating activities 14,069 113,410
2. Outflows for new investments 0 -100
3. Inflows from equity 0 0
Inflows/outflows from bank loans -1,777 -1,753
4. Inflows/outflows from
financing activities -1,777 -1,753
5. 
Other cash changes in the
balance sheet -2,108 -258
6. Dividend for the previous year 0 -92,675
Liquidity at the start of the year 69,027 50,403
Cash changes in liquidity
(1st to 6th subtotal) 10,184 18,624
Liquidity at the end of the year 79,211 69,027
Due to the lower share in earnings of investments and the partial
waiver of distributions to strengthen liquidity in investments, free
cash flow from operating activities fell to €14.1 million in the year
under review, compared with €113.4 million in 2019 (-87,6%). For the
past financial year, there was a return on the equity paid in amount-
ing to €1,369.0 million of 1.0% compared with 8.3% in the previous
year. Free cash flow per share fell from €1.84 to €0.23.
The outflows for new investments in the previous year included the
newly founded DES Beteiligungs GmbHCo. KG as part of the corpo-
rate restructuring of the Group.
Outflows from financing activities were the result of scheduled
repayments of long-term bank loans.
Taking into account the cash changes in net working capital
(€-2.1 million), liquidity ended the year at €79.2 million.
FORECAST FOR DEUTSCHE EUROSHOP AG
(HGB)
At the present time, it is not possible to make an assessment of the
negative effects the continuing pandemic will have on the operating
profits of our investees, and thus to provide a forecast for the 2021
financial year as a whole. The repercussions depend, in particular, on
the duration and extent of the pandemic, the efficacy of vaccinations
and the vaccination status of the population, further official restric-
tions, legislation and support measures. However, we expect lower
investment income from our investees in 2021.
Hamburg, 25 March 2021
Forward-looking statements
This combined management report contains forward-looking state-
ments based on estimates of future developments by the Executive
Board. The statements and forecasts represent estimates based on
all of the information available at the current time. If the assumptions
on which these statements and forecasts are based do not material-
ise, the actual results may differ from those currently being forecast.
Rounding and rates of change
Percentages and figures stated in this report may be subject to
rounding differences. The rates of change are based on economic
considerations: improvements are indicated by a plus (+); deteriora-
tion by a minus (-).
Financial Report 2020 / Deutsche EuroShop
32
Combined ­
management report / Reporting on the ­
separate financial statements
Forum Wetzlar
Deutsche EuroShop / Financial Report 2020 33
CONSOLIDATED
FINANCIAL
STATEMENTS
CONSOLIDATED BALANCE SHEET
Assets
in € thousand Note 31.12.2020 31.12.2019
ASSETS
Non-current assets
Intangible assets 7. 51,732 53,752
Property, plant and equipment 7. 330 424
Investment properties 8. 3,437,145 3,822,786
Investments accounted for using the equity method 9. 444,517 511,493
Non-current assets 3,933,724 4,388,455
Current assets
Trade receivables 10. 19,822 7,417
Other current assets 11. 17,805 14,646
Cash and cash equivalents 12. 266,030 148,087
Current assets 303,657 170,150
TOTAL ASSETS 4,237,381 4,558,605
Consolidated Financial Statements / Consolidated balance sheet
Financial Report 2020 / Deutsche EuroShop
34
Liabilities
in € thousand Note 31.12.2020 31.12.2019
EQUITY AND LIABILITIES
Equity and reserves
Issued capital 61,784 61,784
Capital reserves 1,217,560 1,217,560
Retained earnings 723,902 970,229
Total equity 13. 2,003,246 2,249,573
Non-current liabilities
Financial liabilities 14. 1,359,612 1,433,373
Deferred tax liabilities 16. 324,978 378,755
Right to redeem of limited partners 17. 311,525 351,905
Other liabilities 15. 26,851 33,863
Non-current liabilities 2,022,966 2,197,896
Current liabilities
Financial liabilities 14. 181,816 78,974
Trade payables 15. 3,303 5,805
Tax liabilities 15. 456 1,401
Other provisions 18. 8,313 8,120
Other liabilities 15. 17,281 16,836
Current liabilities 211,169 111,136
TOTAL EQUITY AND LIABILITIES 4,237,381 4,558,605
Consolidated balance sheet / Consolidated Financial Statements
Deutsche EuroShop / Financial Report 2020 35
CONSOLIDATED INCOME STATEMENT
in € thousand Note 01.01.–31.12.2020
01.01.–31.12.2019
(adjusted) 1
Revenue 19. 224,104 231,487
Property operating costs 20. -18,581 -17,488
Property management costs 21. -9,707 -10,813
Write-downs and disposals of financial assets 10., 22. -29,218 -1,674
Net operating income (NOI) 166,598 201,512
Other operating income 23. 2,400 1,915
Other operating expenses 24. -7,759 -5,958
Earnings before interest and taxes (EBIT) 161,239 197,469
Share in the profit or loss of associated companies and
joint ­
ventures accounted for using the equity method 9., 25. -51,482 4,345
Interest expense -43,716 -49,256
Profit/loss attributable to limited partners 17. -13,501 -18,443
Interest income 547 2,745
Financial gains or losses -108,152 -60,609
Measurement gains/losses 26. -355,845 -94,188
Earnings before tax (EBT) -302,758 42,672
Taxes on income and earnings 27. 51,041 69,419
CONSOLIDATED PROFIT -251,717 112,091
Earnings per share (€), undiluted and diluted 28. -4.07 1.81
1	
The disclosure within net operating income was changed in the year under review and the previous year’s figures have been adjusted for easier comparability.
Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”.
Consolidated Financial Statements / Consolidated income statement
Financial Report 2020 / Deutsche EuroShop
36
STATEMENT OF COMPREHENSIVE INCOME
in € thousand Note 01.01.–31.12.2020 01.01.–31.12.2019
Consolidated profit -251,717 112,091
Items which under certain conditions in the future
will be ­
reclassified to the income statement:
Actual share of the profits and losses from
instruments used to hedge cash flows 13. 6,921 487
Deferred taxes on changes in value offset directly against equity 13. -1,531 -78
Total earnings recognised directly in equity 5,390 409
TOTAL PROFIT -246,327 112,500
Share of Group shareholders -246,327 112,500
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
in € thousand Note
Number of
shares
outstanding
Issued
capital
Capital
reserves
Other
retained
earnings
Statutory
reserve
Cash flow
hedge
reserve Total
01.01.2019 61,783,594 61,784 1,217,560 974,484 2,000 -26,080 2,229,748
Total profit 0 0 112,091 0 409 112,500
Dividend payments 13. 0 0 -92,675 0 0 -92,675
31.12.2019 61,783,594 61,784 1,217,560 993,900 2,000 -25,671 2,249,573
01.01.2020 61,783,594 61,784 1,217,560 993,900 2,000 -25,671 2,249,573
Total profit 0 0 -251,717 0 5,390 -246,327
Dividend payments 13. 0 0 0 0 0 0
31.12.2020 61,783,594 61,784 1,217,560 742,183 2,000 -20,281 2,003,246
Deutsche EuroShop / Financial Report 2020 37
Statement of comprehensive income / Consolidated statement of changes in equity / Consolidated Financial Statements
CONSOLIDATED CASH FLOW STATEMENT
in € thousand Note 01.01.–31.12.2020 01.01.–31.12.2019
Consolidated profit -251,717 112,091
Income taxes 26. -51,041 -69,419
Financial gains or losses 108,152 60,609
Amortisation/depreciation of intangible assets and
property, plant and equipment with a finite life 23. 144 169
Unrealised changes in fair value of investment
property and other measurement gains/losses 25. 355,845 94,188
Distributions and capital repayments received 9. 15,494 23,896
Changes in trade receivables and other assets 10., 11. -15,920 -4,894
Changes in current provisions 18. 193 707
Changes in liabilities 15. -2,084 4,419
Cash flow from operating activities 159,066 221,766
Interest paid -43,669 -48,776
Interest received 547 2,745
Income taxes paid 26. -4,856 -5,529
Net cash flow from operating activities 111,088 170,206
Investments in investment properties 8. -15,053 -19,324
Inflows from the disposal of investment properties 490 0
Investments in intangible assets and property, plant and equipment -13 -27
Inflows from the disposal of financial assets 0 19
Cash flow from investing activities -14,576 -19,332
Assumption of financial liabilities 14., 28. 45,721 16,575
Repayment of financial liabilities 14. -16,687 -27,101
Repayment of lease liabilities 15. -89 -107
Payments to limited partners 17. -7,514 -15,814
Payments to Group shareholders 13. 0 -92,675
Cash flow from financing activities 21,431 -119,122
Net change in cash and cash equivalents 117,943 31,752
Cash and cash equivalents at beginning of period 12. 148,087 116,335
CASH AND CASH EQUIVALENTS AT END OF PERIOD 12. 266,030 148,087
Consolidated Financial Statements / Consolidated cash flow statement
Financial Report 2020 / Deutsche EuroShop
38
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR FINANCIAL YEAR 2020
PRINCIPLES ­UNDERLYING
THE CONSOLIDATED
­FINANCIAL STATEMENTS
1.	 GENERAL DISCLOSURES
The Group parent company is Deutsche EuroShop AG, Hamburg,
Germany. The Company’s registered office is at Heegbarg 36,
22391 Hamburg, Germany. The Company is entered in the Hamburg
Commercial Register (HRB 91799).
Deutsche EuroShop AG focuses on acquiring, managing, using and
selling investments of all kinds, and in particular investments in
retail properties.
The consolidated financial statements of Deutsche EuroShop AG
have been prepared in accordance with the International Financial
Reporting Standards (IFRS) issued by the International Accounting
Standards Board (IASB), including the interpretations of the Inter-
national Financial Reporting Interpretations Committee (IFRIC) and
the supplementary provisions of German commercial law required
to be applied under section 315e (1) of the Handelsgesetzbuch
(HGB – German Commercial Code). All IFRS and IFRIC interpretations
endorsed by the European Commission and required to be applied as
at 31 December 2020 have been applied. The Executive Board pre-
pared the consolidated financial statements as at 31 December 2020
on 25 March 2021 and forwarded them to the Supervisory Board for
examination and approval.
In addition to the consolidated balance sheet, consolidated income
statement and consolidated statement of comprehensive income, the
consolidated financial statements comprise the consolidated state-
ment of changes in equity, the consolidated cash flow statement and
the notes to the consolidated financial statements.
Amounts are mainly presented in thousands of €.
The preparation of the consolidated financial statements necessitates
the use of estimates and assumptions. These affect the reported
amounts of assets, liabilities and contingent liabilities as at the
reporting date, as well as the recognition of income and expenses
during the reporting period. The actual amounts can differ from
these estimates. Expected cash flows and the discount factor in
particular are critical parameters for the measurement of invest-
ment properties (for more information, see the notes to section
“8. Investment properties”). When calculating write-downs on rent
receivables, rental concessions still expected to be granted, which
are included the write-down calculation, constitute a ­
significant
­
estimation parameter (for more information, see the notes to ­
section
“10. Trade receivables”).
A detailed list of the companies included in the consolidated financial
statements forms part of the notes.
The annual financial statements of the consolidated companies were
prepared on 31 December 2020, the reporting date of the consoli-
dated financial statements.
Deutsche EuroShop / Financial Report 2020
Notes / CONSOLIDATED FINANCIAL STATEMENTS
39
2.	 BASIS OF CONSOLIDATION
The scope of consolidation has not changed compared with the
­previous year.
As at 01.01. / 31.12.2020 Domestic 1
Abroad 1
Total
Fully consolidated
­subsidiaries 11 4 15
Associates included in
consolidated financial
statements in accordance
with the equity method
Joint ventures 4 3 7
Associates included in
consolidated financial
statements in accordance
with the equity method
Associates 0 1 1
1	
Companies are allocated in accordance with the segment allocation based on the loca-
tion of the respective shopping center. This may be different from the company domicile.
Subsidiaries
The consolidated financial statements include the financial state-
ments of the parent company and of the companies controlled by it.
Deutsche EuroShop AG gains control when it:
•	 is in a position to take decisions affecting another company,
•	 is exposed to fluctuating returns and reflows from this ­
holding,
and
•	 is able, by reason of its decision-making capacity, to influence
such returns.
At every reporting date, a new assessment is carried out to establish
whether or not an investee is controlled, by reference to whether cir-
cumstances indicate that one or more of these criteria have changed.
Financial information of subsidiaries with significant
non-controlling interests
The Group holds a stake of 52.01% in Main-Taunus-Zentrum KG, Ham­
burg and exercises a controlling influence over the ­
Company. The
other 47.99% of shares are in free float. The Company posted non-cur-
rent assets of €689,867 thousand (previous year: €759,972 thousand)
and current assets of €30,842 thousand (previous year: €19,710 thou-
sand) as at the reporting date. Non-current liability items amounted
to €211,814 thousand (previous year: €214,127 thousand) and current
­
liability items totalled €8,759 thousand (previous year: €7,895 thou-
sand). The Company generated revenue of €35,714 thousand ­(previous
year: €36,521 thousand) and net profit (after earnings due to limited
partners) of €-26,335 thousand (previous year: €21,949 thousand).
A dividend of €3,305 thousand (previous year: €10,242 thousand) was
paid to limited partners in the year under review.
Joint ventures
Joint ventures in which Deutsche EuroShop AG has a majority of
the voting rights together with third parties are classified as joint
­
operations and accounted for using the equity method. Deutsche
EuroShop AG has a 75% stake in Stadt-Galerie Passau KG, Hamburg.
On the basis of corporate agreements, Deutsche EuroShop AG does
not hold the majority of voting rights or exercise sole control of this
Company.
Associates
In accordance with IAS 28, where Deutsche EuroShop AG can exer-
cise a significant influence but not control over companies, these
investments are measured using the equity method.
Investees
Investments over which Deutsche EuroShop AG has neither signifi-
cant influence nor control are measured at fair value in principle.
In line with IFRS 9, for initial recognition of an investment the Group
has the irrevocable right to choose to record the fair value adjust-
ment in other income as well. As at 31 December 2020 the Group
had no investees.
Shareholdings
The list of shareholdings as required by section 313 (2) HGB forms
part of the notes to the consolidated financial statements. The list
of shareholdings also includes a conclusive list of all subsidiaries
that meet the conditions of section 264b HGB and have exercised the
option of exemption from specific provisions regarding the prepa-
ration, auditing and disclosure of the annual financial statements or
management report.
3.	 CONSOLIDATION METHODS
Under the purchase method, the cost is eliminated against the ­
parent
company’s interest in the re-valued equity of the ­
subsidiaries at the
date of acquisition or initial consolidation. Any remaining excess of
identified net assets acquired over cost of acquisition is ­
recognised
as goodwill in intangible assets. Any negative differences are
­
recognised in income following a reassessment.
Joint ventures and associates are measured using the equity
method. The cost of acquiring the investment is recognised here in
income at an amount increased or reduced by the changes in equity
corresponding to the equity interest of Deutsche EuroShop AG.
Intragroup transactions are eliminated as part of the consolidation of
intercompany balances, income and expenses.
Financial Report 2020 / Deutsche EuroShop
CONSOLIDATED FINANCIAL STATEMENTS / Notes
40
4.	 NEW ACCOUNTING STANDARDS
AND CHANGES IN PRESENTATION
New accounting standards
The following new or amended standards and interpretations rele­
vant for the business activities of the Group are required to be
applied for the first time to the financial years ending on 31 ­December
2020:
Amendments/standard
Date applied
(EU) Amendments
Impact on the net assets, financial
­
position and results of operations or
cash flow of Deutsche EuroShop AG
Definition of a business
(amendment to IFRS 3)
01.01.2020 Clarification of the definition of a business to distinguish
more clearly whether a business or a group of assets
was acquired.
The amendment has to be applied
­
prospectively to acquisitions after the
­
initial application date. There are there-
fore no effects from the changeover.
Interest Rate
Benchmark Reform
(amendment to IFRS 9,
IAS 39, IFRS 7)
01.01.2020 Relief for the continuation of hedge accounting under the
reform of the benchmark interest rate
No material impact
Definition of materiality
(amendment to IAS 1
and IAS 8)
01.01.2020 Standardisation and clarification of the definition of
­
materiality in IFRS
No material impact
Rental concessions in
connection with COVID-19
(amendment to IFRS 16)
01.06.2020 Amendment making it easier for lessees to apply the
­regulations of IFRS 16 if modifications are made to the
lease agreement as a result of rental concessions
As the Group only has a small number
of leases in which it, itself, is the lessee
and no rent concessions have been
agreed for these, the amendment had
no repercussions.
The following new or amended standards and interpretations rele-
vant for the business activities of the Group are not yet compulsory
and have not been applied prematurely:
Amendments/standard
Expected date
of application
(EU) Expected amendments
Impact on the net assets, financial
­
position and results of operations or
cash flow of Deutsche EuroShop AG
Onerous Contracts –
Cost of Fulfilling
a ­Contract
­(amendment to IAS 37)
01.01.2022 The amendment specifies which costs an entity should
­
consider when assessing whether a contract is onerous
or involves a loss.
The amendment will be applied prospec-
tively from the mandatory initial applica-
tion date to all contracts that have not yet
been fulfilled in full at that date.
Fees in the ‘10 per cent’
Test for Derecognition of
Financial Liabilities
(amendment to IFRS 9)
01.01.2022 The amendment clarifies which fees must be included
when assessing whether there is a modification to a
­financial liability.
No material impact
Classification of
­liabilities as current
and non-­current
­(amendment to IAS 1)
01.01.2023 Clarification of the classification of liabilities as Current
and non-current
No material impact
In addition, further standards and interpretations were adopted
which are not expected to have any impact on the Group.
Deutsche EuroShop / Financial Report 2020
Notes / CONSOLIDATED FINANCIAL STATEMENTS
41
Changes in presentation
In contrast to the previous year, the costs that are transferred for
building insurance and property tax are no longer shown netted as
these costs are part of the leasing component As a result, revenue
and property operating costs each increased by €5,704 thousand in
the financial year (previous year: €5,546 thousand).
Furthermore, in contrast to the previous year, write-downs and
­
disposals of financial assets are reported separately in the consoli-
dated income statement. In the previous year, these were included in
property operating costs in the amount of €1,674 thousand.
Both changes in presentation are made within net operating income
(NOI) in the consolidated income statement. The previous year’s
­
figures in the consolidated income statement have been adjusted
to  improve comparability of the current financial year with the
­previous year:
in € thousand 2020
2019
(adjusted)
Change in
presenta-
tion 2019
Revenue 224,104 231,487 5,546 225,941
Property operating costs -18,581 -17,488 -3,872 -13,616
Property
management costs -9,707 -10,813 0 -10,813
Write-downs and
­disposals of
financial assets -29,218 -1,674 -1,674 0
Net operating income
(NOI) 166,598 201,512 0 201,512
5.	 CURRENCY TRANSLATION
The Group currency is the euro (€).
The companies located outside the eurozone that are included in
the consolidated financial statements are treated as legally inde-
pendent, but economically dependent, integrated companies. The
reporting currency of these companies is therefore different from
the functional currency (€). Under IAS 21, annual financial state-
ments prepared in foreign currencies are translated using the func-
tional currency method, with the result that the balance sheet is to
be translated as if the transactions had arisen for the Group itself,
as the local currency of the integrated companies is deemed to be a
­
foreign currency for these companies themselves.
Monetary values are therefore translated at the closing rate and
non-monetary items at the rate that applied at the time of initial
­
recognition. Non-monetary items to be reported at fair value are
translated at the closing rate. Items in the consolidated income state-
ment are translated at average rates for the year or, in the event
of strong fluctuations, using the rate that applied on the date of the
transaction. Any translation differences arising if the translation
rates of the balance sheet and consolidated income statement differ
are recognised in profit or loss.
Translation was based on the following exchange rates:
€1 =
31.12.2020 31.12.2019
Closing
rate
Average
rate
Closing
rate
Average
rate
Hungarian forint (HUF) 365.13 351.17 330.52 325.35
Polish zloty (PLN) 4.61 4.44 4.26 4.30
Czech koruna (CZK) 26.24 25.41 25.41 25.73
In addition, Deutsche EuroShop AG has a bank account in US dollars
with a value of $446 thousand as at the balance sheet date, which
was translated at an exchange rate of 1.23.
6.	 SIGNIFICANT ACCOUNTING POLICIES
AND VALUATION METHODS
Revenue and expense recognition
As a general rule, revenue from leasing the investment properties is
recognised on a straight-line basis over the term of the lease. ­
Tenant
incentives granted are distributed on a straight-line basis over the
lease term. The portion of tenant incentives granted but not yet
­
distributed as at the reporting date is reported under current assets.
The rental concessions granted in connection with the coronavirus
pandemic, to the extent that they relate to receivables that arose
in the period up to the contractual agreement with the tenant, are
treated as a waiver of receivables and recognised as a disposal of
financial assets. Rental concessions that affect the period after the
contractual agreement with the tenant are treated as a modifica-
tion to the lease and are distributed on a straight-line basis over the
remaining lease term from the date the agreement was reached. This
approach is not applicable with respect to the cessation or reduction
of rental payments that have been made on the basis of an existing
lease agreement or by law. Those are treated as variable lease pay-
ments and recognised in revenue as they actually arise.
When passing on operating costs the Group acts as an agent for
the service. The income from recharging is therefore netted with
the corresponding expenses in the income statement. This does
not include operating costs that are passed on and for which the
tenants do not receive a separate service (property tax and build-
ing insurance). The proceeds received through the transfer of these
expenses, which are included in the property operating costs, are
recognised in revenue (unnetted recognition). For further explana-
tions on this topic, see section “4. New accounting standards and
changes in presentation”.
Financial Report 2020 / Deutsche EuroShop
CONSOLIDATED FINANCIAL STATEMENTS / Notes
42
Other revenue and other operating income are recognised once the
relevant service has been rendered or once the risk has passed to
the customer.
Operating expenses are recognised once the service has been
­
utilised or at the time when they are booked through profit and loss.
Interest income and expense are accrued.
Determination of fair values
The Group regularly reviews the determination of fair values for
financial and non-financial assets and liabilities. It also conducts
a regular assessment of significant, non-observable input factors
and carries out valuation adjustments. When determining the fair
value of an asset or liability, the Group uses observable market data
­wherever possible.
Based on the input factors used in the valuation techniques, the fair
values are categorised into different levels of the fair value hierarchy
in accordance with IFRS 13:
Level 1: Fair values determined using quoted prices in active
markets.
Level 2: Fair values determined using valuation methods for which
the input factors that are relevant for the fair value are based on
directly or indirectly observable market data.
Level 3: Fair values determined using valuation methods for which
the input factors that are relevant for the fair value are based on
unobservable market data.
In the case of assets or liabilities that are recognised at fair value
on a regular basis, it is determined based on a reassessment at
the end of the financial year whether reclassifications between the
­
hierarchical levels occurred. In 2020, as in the previous financial
year, no reclassifications were made between the hierarchical levels.
Intangible assets
Intangible assets include acquired software and software licenses of
Deutsche EuroShop AG and goodwill.
Software additions are measured at cost. These are amortised at
33% using the straight-line method over the expected useful life of
three years. The method of depreciation and the depreciation period
are reviewed annually at the end of each financial year.
Goodwill within the context of a company takeover arose as a posi-
tive difference between the fair value of the assets, liabilities and
­
contingent liabilities at the time of acquisition as well as the deferred
taxes of the acquired company and the consideration paid for it by
the Group. Goodwill is not subject to amortisation.
Property, plant and equipment
Property, plant and equipment is reported at cost, less depreciation
and, where applicable, impairment charges.
Operating and office equipment comprises office equipment, ten-
ant fixtures, fittings and technical equipment belonging to Deutsche
EuroShop AG, and is depreciated using the straight-line method over
three to 13 years. The method of depreciation and the depreciation
period are reviewed annually at the end of each financial year.
Property, plant and equipment also include right-of-use assets under
leases.
Impairment losses on intangible assets and property, plant
and equipment
The value of the goodwill is reviewed at least once a year (as at
31 December) at the level of the cash-generating units of the Group
to which goodwill was allocated at the time of acquisition. The
impairment loss test as at 31 December 2020 revealed a need for
write-downs in the amount of €2,008 thousand.
For intangible assets with finite useful lives as well as for property,
plant and equipment, the value is only reviewed if there are actual
indications of impairment. An impairment loss is recognised in
income in the measurement gains/losses provided that the recov-
erable amount of the assets is lower than the carrying amount. The
recoverable amount is the higher value from the fair value less costs
of disposal and value in use. In the financial year, there were no
­
indications of impairment for the intangible assets with finite useful
lives or for property, plant and equipment.
Deutsche EuroShop / Financial Report 2020
Notes / CONSOLIDATED FINANCIAL STATEMENTS
43
Investment properties
Under IAS 40, investment property must initially be measured at cost
at the date of acquisition. Property that is under construction and
intended to be used as investment property following its comple-
tion also falls under the scope of IAS 40. Property held as a financial
investment can be recognised either at amortised cost (cost model)
or using the fair-value model.
Subsequently, all properties must be measured at their fair value
and the annual net changes recognised in income under measure-
ment gains / losses (recurring fair value measurement). Investment
property is property held for the long term to earn rental income or
capital gains. Under IAS 40, investment property measured using the
fair value model is no longer depreciated.
Borrowing and initial rental costs that are directly attributable to
the acquisition, construction or production of a qualifying asset are
included in the cost of that asset until the time at which the asset
is largely ready for its intended use. Income realised from the
­
temporary investment of specifically borrowed funds up to the point
when these are used to obtain qualifying assets is deducted from the
capitalisable costs of these assets. General administrative costs are
not added to the costs of these assets.
All other borrowing costs are recognised in income in the period in
which they occur. Maintenance measures relating to property, plant
and equipment are recognised as an expense in the financial year in
which they occur.
Group as lessee
The Group assesses at inception whether an agreement is a lease or
not and for the term of provision recognises an asset for the right of
use granted and a lease liability. Initial measurement of the right of
use and lease liability is at the present value of the lease payments
to be made. Discounting is at the Group’s marginal borrowing rate.
Subsequently, the right of use is amortised on a straight-line basis
over the term of the lease, and the lease liability is reduced by the
lease payments made and increased by the interest accrued on the
portion not yet repaid.
Financial instruments
Financial assets and liabilities are recognised in the consolidated
balance sheet when the Group becomes a party to the contractual
provisions governing the financial instrument.
Financial instruments are allocated to an IFRS 9 measurement
­
category when they are recognised for the first time. With financial
assets, the measurement category is dependent on the cash flow
property of the financial instrument and the business model of the
Group which holds the financial asset.
Receivables and other current assets
Receivables and other current assets are recognised at amor-
tised cost less write-downs. As a general rule, the Group applies
the ­
simplified approach permitted under IFRS 9 and measures the
write-down on the basis of the credit losses expected over the life
of the asset. This does not include receivables due from tenants due
to the temporary cessation of rental payments as a result of the
­
coronavirus pandemic and for which no contractual agreement had
been reached with the tenant by the balance sheet date. The write-
down for this receivable was measured based on the expected rent
concessions to be granted.
Right to redeem of limited partners
The distinction between equity and liabilities under international
accounting standards is set out in IAS 32 Financial Instruments:
Presentation. In accordance with this standard, the equity ­
interests
of third-party shareholders in commercial partnerships are reclas-
sified as liabilities due to the shareholders’ potential right of
redemption. According to sections 131 et seq. HGB, shareholders in
­
commercial partnerships have an ordinary legal right of termination
of six months with effect from the end of the financial year, which the
shareholders’ agreement can define from a long-term perspective,
but cannot exclude. As a result of this stipulation, a liability rather
than equity was recognised in the balance sheet. This liability must
be measured at the repayment amount.
Financial Report 2020 / Deutsche EuroShop
CONSOLIDATED FINANCIAL STATEMENTS / Notes
44
Financial liabilities
Liabilities to banks 
/ 
bank loans and overdrafts are reported at
amortised cost. Discounts are deducted, which under IFRS 9 must
be amortised over the term of the loan agreement and recognised
annually as an expense.
Trade payables
Trade payables are recognised at their repayment amount.
Other liabilities
Other liabilities are recognised at amortised cost.
Cash and cash equivalents
Cash and cash equivalents include cash and bank balances (terms of
up to three months) at their principal amounts.
Derivative financial instruments
Derivatives that qualify for hedge accounting in accordance with
IFRS 9 are used to hedge interest rate risks. These are fixed-rate
swaps to limit the interest rate risk of variable interest rate loans,
which have terms extending to 2027. The interest rate hedges are
recognised at fair value (recurring fair value measurement) under
“Other assets” or “Other liabilities”. Changes are recognised directly
in equity, provided that the conditions of the underlying and hedge
transaction are identical. The effectiveness of the hedging ­
measures
is verified regularly using the degree of harmony between the
contract terms for the hedged item and the hedge (“critical term
match”). If the effectiveness between the hedged item and the hedge
does not exist, the hedge is measured as a derivative at fair value in
profit or loss. Present value is calculated based on discounted cash
flows using current market interest rates. The final maturities of the
­
interest rate hedges and loan agreements are identical.
Investments accounted for using the equity method
Investments in associates and joint ventures are initially recognised
at cost in the balance sheet and adjusted by changes in the Group’s
share of the equity of the associate / joint venture after the date of
acquisition. At every reporting date, the Group reviews whether there
are indications that the shares need to be impaired in relation to the
amortised carrying amounts.
Deferred taxes
In accordance with IAS 12, deferred taxes are recognised for all
­
differences between the tax accounts and the IFRS balance sheet,
using the currently enacted tax rate. At present, deferred taxes
are primarily formed on the differences between the IFRS carry-
ing amounts of the properties and their carrying amounts for tax
­
purposes. A uniform corporate tax rate of 15% plus the solidarity
surcharge of 5.5% was used for German companies, and in some
cases a rate of 16.45% for trade tax. For Hungarian taxes, a tax rate
of 9% was taken, while for Polish taxes the rate was 19%, for Czech
taxes it was 19% and for Austrian taxes it was 25%. In accordance
with IAS 12.74, deferred tax assets on existing loss carryforwards
are offset against deferred tax liabilities.
Other provisions
Under IFRS, other provisions may only be recognised if a present
obligation exists towards a third party and payment is more likely
than not. Non-current provisions are discounted.
Deutsche EuroShop / Financial Report 2020
Notes / CONSOLIDATED FINANCIAL STATEMENTS
45
NOTES TO THE CONSOLI­
DATED BALANCE SHEET
7.	 INTANGIBLE ASSETS AND PROPERTY,
PLANT AND EQUIPMENT
in € thousand
Goodwill
Software and
software licenses
Operating and
office equipment
2020 2019 2020 2019 2020 2019
Costs as at 1 January 53,867 53,867 105 72 799 440
Addition from right-of-use assets (IFRS 16) 0 0 0 0 25 369
Additions 0 0 0 33 13 4
Disposals 0 0 0 0 0 -14
as at 31 December 53,867 53,867 105 105 837 799
Depreciation as at 1 January -140 -140 -80 -63 -375 -227
Additions -2,008 0 -12 -17 -132 -152
Disposals 0 0 0 0 0 4
as at 31 December -2,148 -140 -92 -80 -507 -375
Carrying amount at 1 January 53,727 53,727 25 9 424 213
CARRYING AMOUNT AT 31 DECEMBER 51,719 53,727 13 25 330 424
The goodwill arose from deferred tax liabilities for the real estate
assets that had to be recognised at the time of the initial consolida­
tion (31 March 2017) of Olympia Brno. The depreciation of the
­
Olympia Brno property resulted in a reversal of the deferred tax lia-
bilities recognised for Olympia Brno to €51,719 thousand in the year
under review. Goodwill was adjusted to the amount of deferred tax
liabilities through depreciation of €2,008 thousand.
As at the reporting date, operating and office equipment included
right-of-use assets under leases amounting to €195 thousand. These
result mainly from the rental of office space and the leasing of cars.
8.	 INVESTMENT PROPERTIES
in € thousand 2020 2019
Carrying amount at 1 January 3,822,786 3,891,700
Addition from right-of-use assets
(IFRS 16) 0 322
Additions 0 0
Disposals -490 0
Recognised construction measures 15,053 19,324
Unrealised changes in fair value -400,204 -88,560
CARRYING AMOUNT AT 31 DECEMBER 3,437,145 3,822,786
The addition from right-of-use assets (IFRS 16) in the previous year
resulted from the capitalisation of a leasehold. The annual ground
rent of €10 thousand payable for this is charged to a tenant in the
same amount. As at the reporting date, the right of use is still
included in the amount of €322 thousand in investment properties.
The disposal in the financial year relates to a leasehold property for
Forum Wetzlar.
Unrealised changes in market value related to appreciation and
depreciation in accordance with IAS 40.
The fair values of the properties in the period under review as at
31 December 2020 were determined by appraisers from Jones Lang
LaSalle GmbH (JLL) in accordance with the guidelines of the Royal
Institution of Chartered Surveyors (RICS). As in previous years, the
discounted cashflow method (DCF) was used. The remuneration fixed
contractually for the appraisal reports prior to preparation of the
appraisals is independent of the measurement gain/loss.
This method entails the calculation of the present value of future
cash flows from the property in question as at the valuation date. In
addition, the net income from the property in question is determined
over a detailed planning period of (usually) ten years and a discount
rate applied. A residual value is forecast for the end of the ten-year
detailed planning phase by capitalising the stabilised cash flows of
the last budgeted year using an interest rate (the capitalisation inter-
est rate). In a second step, the residual value is discounted back to
the measurement date.
Financial Report 2020 / Deutsche EuroShop
CONSOLIDATED FINANCIAL STATEMENTS / Notes
46
JLL applied the equated yield model in order to arrive at the dis-
count and capitalisation interest rates. The capitalisation interest
rate was derived for each property individually from initial rates of
return from comparable transactions. At the same time, such deter-
minants of value as inflation and changes in rent and costs were
implicitly taken into account in the capitalisation interest rate. The
risk profile specific to each property was also adjusted by reference
to the relevant individual indicators. Examples of such indicators
include the quality of the property’s location and position, ­
market
trends and developments in the competitive environment. JLL like-
wise derived the discount interest rates from comparable transac-
tions, albeit making adjustments for projected increases in rent and
costs, since these had been explicitly shown in the relevant cash
flow. JLL applied the same methods in valuing domestic and foreign
real properties.
The following overview shows the key assumptions used by JLL to
determine the market values:
Valuation parameters
in % 31.12.2020 31.12.2019
Rate of rent increases 1.00 1.24
Cost ratio 12.00 10.42
Discount rate 6.07 5.92
Capitalisation interest rate 5.25 5.11
The government-imposed nationwide store closures and other
­
protective measures to contain the coronavirus pandemic are hav-
ing a massive impact on customer footfall in the shopping centers
as well as on tenants’ revenues and thus their economic perfor-
mance. There is still a high degree of uncertainty about the further
course of the pandemic and what impact it will have on bricks-and-­
mortar retailing. The repercussions of the pandemic are expected to
­
continue into financial year 2021.
The valuation as at 31 December 2020 takes future repercussions as
well as increased uncertainty into account by means of a risk sur-
charge on the discount rates derived from comparable transactions,
the extension of post-rental periods to a uniform 6 months (previ-
ously 6 months for anchor tenants and 3 months for all other leases),
lower rates of rent increases and the application of lower market
rents. Furthermore, the 2021 valuation did not include ­
revenue
from turnover rent, as well as lower market rents and longer lease
­
periods. In addition, JLL pointed out in its expert opinion that, in this
exceptional situation, comparable transactions had only taken place
to a limited extent and that the valuation was therefore­­
subject to
a higher degree of uncertainty. Nor can it be ruled out that, in view
of the dynamics of the coronavirus crisis observed in 2020, the
over­
all situation will have to be reassessed in the short term and
­
corresponding adjustments will have to be made to the valuations.
A 25 or 100 bp change in a material parameter (sensitivity analysis)
of real estate appraisals would have the following pre-tax impact
on measurement gains/losses (including the share attributable to
at-equity consolidated companies):
Sensitivity ­­
analysis – Valuation
parameters Basis Change in parameter
in €
million in %
+ 0.25 percentage points 161.9 4.5
Rate of rent
increases 1.00 – 0.25 percentage points -105.7 -3.0
+ 1.00 percentage points -40.7 -1.1
Cost ratio 12.00 – 1.00 percentage points 41.2 1.1
+ 0.25 percentage points -67.8 -1.9
Discount rate 6.07 – 0.25 percentage points 72.2 2.0
+ 0.25 percentage points -103.4 -2.9
Capitalisation
interest rate 5.25 – 0.25 percentage points 118.6 3.3
Over the forecast period, rents were assumed to increase on average
over the long term at 1.00% (previous year: 1.24%). On average, man-
agement and administrative costs at 12.00% (previous year: 10.42%)
were deducted from the forecast rents. This resulted in an average
net income of 88.00% (previous year: 89.58%). Actual management
and administrative costs (excluding write-downs) amounted to 12.6%
of rental income in the year under review (previous year: 12.2%). The
appraisal showed that, for financial year 2020, the real property
portfolio had an initial yield before deduction of transaction costs of
5.73% compared with the previous year’s 5.43%, and an initial rate of
return net of transaction costs (net initial yield) of 5.41%, the figure
for the previous year having been 5.12%.
Outstanding tenant incentives granted and still to be distributed over
the term of the rental agreements amounting to €5,277 thousand
(previous year: €3,935 thousand) were deducted from the appraisal
value. These are reported under other current assets.
Deutsche EuroShop / Financial Report 2020
Notes / CONSOLIDATED FINANCIAL STATEMENTS
47
The following shows details and disclosures in accordance with
IFRS 13 for the hierarchical levels of the fair values of the Group’s
investment properties as at 31 December 2020:
IFRS 13 hierarchy levels
in € thousand Level 1 Level 2 Level 3
Investment properties 0 0 3,437,145
The properties are secured by mortgages. There are land charges in
the amount of €1,541,428 thousand (previous year: €1,512,347 thou-
sand). The rental income of the properties valued in accordance with
IAS 40 was €224,104 thousand (previous year: €231,487 thousand).
Directly associated operating expenses (excluding write-downs)
amounted to €28,288 thousand (previous year: €28,301 thousand).
9.	 INVESTMENTS ACCOUNTED FOR USING
THE EQUITY METHOD
in € thousand 2020 2019
Carrying amount at 1 January 511,493 531,044
Distributions and capital
­repayments received -15,494 -23,896
Share of profit/loss -51,482 4,345
CARRYING AMOUNT AT
31 DECEMBER 444,517 511,493
Joint ventures in which Deutsche EuroShop AG has a majority of the
voting rights together with third parties are included in the consoli­
dated financial statements in accordance with the equity method.
They are important for the Group as a whole and operate shopping
centers.
The joint ventures material to the overall Group posted the follow-
ing asset and liability items and income items for the reporting year.
The values do not correspond to the share attributable to the Group,
but the total amounts:
in € thousand
Allee-Center Magdeburg KG,
Hamburg
Immobilienkommandit­
gesellschaft FEZ Harburg,
Hamburg
Stadt-Galerie Passau KG,
Hamburg
31.12.2020 31.12.2019 31.12.2020 31.12.2019 31.12.2020 31.12.2019
Non-current assets 219,760 245,871 227,266 263,888 159,340 173,350
Current assets 5,204 3,698 8,749 5,279 4,842 4,598
thereof cash and cash equivalents 3,319 2,721 4,939 4,502 2,654 3,319
Non-current liabilities 0 0 67,279 117,356 0 0
thereof financial liabilities 0 0 67,279 117,356 0 0
Current liabilities 1,230 1,081 53,780 4,355 965 544
thereof financial liabilities 0 0 50,709 2,581 0 0
Revenue 1
16,315 16,473 14,166 14,821 9,390 9,766
Net interest income 0 0 -3,611 -3,663 7 0
EBT (excl. measurement gains/losses) 11,960 13,684 5,746 8,949 6,450 8,589
Measurement gains/losses -27,025 -7,636 -37,534 -10,581 -15,362 -9,971
Taxes on income and earnings 0 0 0 0 0 0
Net loss/profit for the year -15,065 6,048 -31,788 -1,632 -8,912 -1,382
Other income 0 0 0 0 0 0
TOTAL PROFIT -15,065 6,048 -31,788 -1,632 -8,912 -1,382
1	
The disclosure within NOI was changed in the year under review and the previous year’s figures have been adjusted for easier comparability. The previous year’s figures for
­
revenue were adjusted accordingly. Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes
in presentation”.
Financial Report 2020 / Deutsche EuroShop
CONSOLIDATED FINANCIAL STATEMENTS / Notes
48
in € thousand
Saarpark Center
Neunkirchen KG, Hamburg
EKZ Eins Errichtungs- und
Betriebs Ges. m.b.H.  Co OG,
Vienna 2
Einkaufs-Center Arkaden Pécs
KG, Hamburg
31.12.2020 31.12.2019 31.12.2020 31.12.2019 31.12.2020 31.12.2019
Non-current assets 177,270 199,760 207,880 228,891 98,000 110,000
Current assets 6,989 3,021 3,538 4,328 5,854 3,833
thereof cash and cash equivalents 4,405 2,064 1,957 3,520 3,614 2,639
Non-current liabilities 58,813 52,875 90,433 91,553 36,146 35,312
thereof financial liabilities 58,812 51,625 47,129 47,684 26,850 27,450
Current liabilities 2,703 4,485 3,255 2,464 2,666 2,210
thereof financial liabilities -25 3,423 516 504 600 600
Revenue 1
11,649 12,427 11,580 13,522 8,418 8,349
Net interest income -741 -517 -1,992 -1,998 -897 -890
EBT (excl. measurement gains/losses) 6,652 9,968 7,066 10,226 5,129 5,801
Measurement gains/losses -26,776 -20,945 -21,063 -1,218 -12,131 3,628
Taxes on income and earnings 0 0 0 0 -1,620 -1,114
Net loss/profit for the year -20,124 -10,977 -13,997 9,008 -8,622 8,315
Other income 0 0 0 0 0 0
TOTAL PROFIT -20,124 -10,977 -13,997 9,008 -8,622 8,315
1	
The disclosure within NOI was changed in the year under review and the previous year’s figures have been adjusted for easier comparability. The previous year’s figures for
­
revenue were adjusted accordingly. Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes
in presentation”.
2	
Includes the figures for the immaterial joint venture CAK City Arkaden Klagenfurt KG, Hamburg. The equity method valuation amounted to €924 thousand
(previous year: €965 thousand) and the net loss for the year €21 thousand (previous year: €35 thousand).
Under the equity method, the joint ventures changed as follows in the
period under review:
in € thousand
Allee-Center
Magdeburg KG,
Hamburg
Immobilien-
kommandit­
gesellschaft
FEZ Harburg,
Hamburg
Stadt-Galerie
Passau KG,
Hamburg
Saarpark
­Center
­Neunkirchen
KG, Hamburg
EKZ Eins
Errichtungs-
und Betriebs
Ges. m.b.H. 
Co OG, Vienna
Einkaufs-­
Center Arkaden
Pécs KG,
Hamburg
Equity method valuation as at 01.01.2020 124,244 73,728 133,053 72,711 69,601 38,156
Share of profit/loss -7,533 -15,894 -6,684 -10,062 -6,999 -4,310
of which EBT
(excl. measurement gains/losses) 5,980 2,873 4,838 3,326 3,533 2,565
of which measurement gains/losses -13,513 -18,767 -11,522 -13,388 -10,532 -6,066
Deposits/withdrawals -4,844 -356 -3,956 -1,277 -3,737 -1,324
EQUITY METHOD VALUATION
AS AT 31.12.2020 111,867 57,478 122,413 61,372 58,865 32,522
Deutsche EuroShop / Financial Report 2020
Notes / CONSOLIDATED FINANCIAL STATEMENTS
49
10.	 TRADE RECEIVABLES
in € thousand 2020 2019
Trade receivables as at 31.12. 40,957 9,901
Write-downs as at 01.01. -2,484 -1,721
Utilisation 908 455
Change in write-downs for
expected losses -19,559 -1,218
Write-downs as at 31.12. -21,135 -2,484
19,822 7,417
Receivables result primarily from rental invoices and services for
which charges are passed on. The trade receivables recognised at
the reporting date are partially protected by means of guarantees,
cash security deposits and letters of comfort.
As a result of the coronavirus pandemic, some tenants did not make
their payments in full in the year under review, which led to a signifi-
cant increase in receivables. The measurement of receivables as of
31 December 2020 and the derecognition of receivables during the
year resulted in total expenses of €29,218 thousand (previous year:
€1,674 thousand).
This expense includes the derecognition of €8,564 thousand in
receivables from tenants with whom the Group reached written
agreements in 2020 by means of addenda on rental concessions to
be granted. In addition, further receivables of €886 thousand were
derecognised with an effect on income.
If no written agreement had been reached with the tenants by the
reporting date regarding the receivables that are outstanding due
to the coronavirus, these receivables were written down to the
expected settlement amount. The settlement amount was estimated
based on insights from discussions with the tenant concerned,
experience gained through comparable negotiations already con-
cluded and industry expectations. Although we consider this esti-
mator to be a reliable measure of value, it cannot be ruled out that
the actual ­
settlement amount will deviate from it. Based on this esti-
mate, write-downs of €14,714 thousand were recognised in financial
year 2020. In addition, individual write-downs of €5,054 thousand
were recognised for receivables at risk of default, taking into account
recoverable collateral.
At the time the consolidated financial statements were prepared,
only around 50% of the receivables had been settled due to ongo-
ing negotiations with tenants and uncertainty at the beginning of
the year as to how long the renewed lockdown would last in the
­
individual countries. Taking into account the collateral provided and
the current status of negotiations with tenants, we continue to con-
sider the valuation of the receivables to be appropriate, but also refer
to section “38. Events after the reporting date”.
11.	 OTHER CURRENT ASSETS
in € thousand 31.12.2020 31.12.2019
Other receivables from tenants 2,180 3,453
Other current assets 15,625 11,193
17,805 14,646
Other receivables from tenants mainly comprise receivables for
heating and ancillary costs. Other current assets primarily consist
of cash security deposits received as collateral, prepaid marketing
costs for centers, accrued rental incentives and tax receivables.
Receivables
in € thousand Total Up to 1 year Over 1 year
Trade receivables 19,822
(7,417)
19,822
(7,417)
0
(0)
Other assets 17,805
(14,646)
17,805
(14,646)
0
(0)
(PREVIOUS YEAR’S
FIGURES)
37,627
(22,063)
37,627
(22,063)
0
(0)
Trade receivables (after write-downs) were mainly overdue as of the
reporting date due to the coronavirus pandemic. As in the previous
year, other assets were not overdue as of the reporting date.
Financial Report 2020 / Deutsche EuroShop
CONSOLIDATED FINANCIAL STATEMENTS / Notes
50
12.	 CASH AND CASH EQUIVALENTS
in € thousand 31.12.2020 31.12.2019
Short-term deposits/time deposits 0 470
Current accounts 266,029 147,616
Cash 1 1
266,030 148,087
Cash and cash equivalents include funds from the short-term credit
line of €30,000 thousand used beyond the reporting date. This was
repaid at the beginning of January 2021.
13.	 EQUITY AND RESERVES
Changes in equity are presented in the statement of changes in
equity.
The share capital is €61,783,594, comprised of 61,783,594 no-par-
value registered shares. All shares have been issued in full and have
been fully paid up.
The notional value of each share is €1.00.
According to Article 5 of the Articles of Association, the Execu-
tive Board is authorised, with the Supervisory Board’s approval, to
increase the share capital by up to a total of €11,680,999 through
individual or multiple issues of new no-par-value registered shares
against cash and/or non-cash contributions before 27 June 2022
(Authorised capital 2017). As at 31 December 2020, no use had been
made of this authorisation.
In addition, the Executive Board was authorised by a resolution of
the Annual General Meeting held on 28 June 2018 to acquire treasury
shares in the Company constituting up to 10% of the share capital
available on the entry into force or – if this is lower – on exercise of
the authorisation by 27 June 2023. As at 31 December 2020, no use
had been made of this authorisation.
The Executive Board and Supervisory Board will propose to the
Annual General Meeting on 18 June 2021 that a dividend of 4% of the
share capital, corresponding to a total dividend of €2.471.343,76 or
€0.04 per share, be distributed from the unappropriated surplus for
2020 in accordance with section 254 (1) of the German Stock Corpo-
ration Act (AktG) and that the remaining amount of €41,312 thousand
be carried forward to the new accounts.
The previous year’s unappropriated surplus of €34,629 thousand
was carried forward in full in accordance with the resolution of the
Annual General Meeting on 16 June 2020.
The capital reserves contain amounts in accordance with section
272 (2) nos. 1, 2 and 4 of the Handelsgesetzbuch (HGB – German
Commercial Code). In addition, the capital reserves include costs of
­
capital increases and their corresponding deferred tax assets.
Retained earnings consist of the remeasurement reserves, ­
currency
items and accumulated profits carried forward at the time of
­
transition to IFRS.
Other total profit is divided into the following components:
2020 
in € thousand Before taxes Taxes Net
Cash flow hedges 6,921 -1,531 5,390
2019 
in € thousand Before taxes Taxes Net
Cash flow hedges 487 -78 409
14.	 NON-CURRENT AND CURRENT
FINANCIAL LIABILITIES
in € thousand
31.12.2020 31.12.2019
Non-­
current Current
Non-­
current Current
Bank loans and
overdrafts 1,359,612 181,816 1,433,373 78,974
Bank loans and overdrafts relate to loans raised to finance prop-
erty acquisitions and investment projects. Land charges on Com-
pany properties totalling €1,541,428 thousand (previous year:
€1,512,347 thousand) serve as collateral.
Short-term bank loans and liabilities also include two loans
of €136,535 thousand in total that will mature in mid-2021, the
­
refinancing of which has already been concluded in the amount of
€65,837 thousand and the second of €70,698 thousand was in the
final stages of negotiations at the time the consolidated financial
statements were being prepared. Furthermore, the current portion
includes the short-term draw-down of the credit line (€30,000 thou-
sand) and the scheduled repayment portion of the long-term loans
for 2021 as well as accrued interest and repayments that were
­
settled at the beginning of 2021.
Deutsche EuroShop / Financial Report 2020
Notes / CONSOLIDATED FINANCIAL STATEMENTS
51
Discounts are amortised over the term of the loan. In the year under
review, €28 thousand (previous year: €29 thousand) was recognised
as an expense in the income statement. A total of €43,716 thousand
(previous year: €49,256 thousand) was recognised in financial gains/
losses as interest expense for bank loans and overdrafts.
14 of the 20 loan agreements currently contain arrangements
regarding covenants. There are a total of 25 different conditions on
different debt service cover ratios (DSCR), interest cover ratios (ICR),
changes in rental income, the equity ratio and loan-to-value ratios
(LTV). The loan conditions were met in the 2020 financial year. In the
case of one loan of €57.5 million, there is sufficient evidence that an
individual loan condition may not be met in 2021 which, depending
on the extent of failure to meet the condition, may trigger an annual
­
special repayment of 0.5% to 1.0% of the loan amount or a prohibi-
tion on distribution for the Group company (cash sweep). The Group
­
company concerned has sufficient cash and cash equivalents to meet
this condition. For the other loans, the loan conditions will also be
met in 2021 according to current planning. With regard to planning
uncertainties related to the coronavirus pandemic, please refer to
section “38. Events after the reporting date”.
Non-current and current financial liabilities arose from the following
changes affecting liquidity and not affecting liquidity:
in € thousand 2020 2019
Carrying amount at 1 January 1,512,347 1,522,393
Changes affecting liquidity 29,034 -10,526
Changes not affecting liquidity
Change in carrying amount under
the effective interest rate method 47 480
CARRYING AMOUNT AT 31 DECEMBER 1,541,428 1,512,347
15.	 OTHER NON-CURRENT AND CURRENT
FINANCIAL LIABILITIES
in € thousand
31.12.2020 31.12.2019
Non-­
current Current
Non-­
current Current
Interest rate swaps 26,138 0 33,059 0
Rental deposits 0 3,608 0 3,286
Other liabilities
to tenants 0 7,491 0 8,979
Value added tax 0 2,364 0 1,870
Debtors with
credit balances 0 3,047 0 1,334
Lease liabilities 475 44 502 82
Other 238 727 302 1,285
26,851 17,281 33,863 16,836
In connection with borrowing, interest rate hedges (interest rate
swaps) were concluded to hedge against higher capital market inter-
est rates. Their present value totalled €26,138 thousand as at the
reporting date (previous year: €33,059 thousand).
Other liabilities to tenants mainly comprise liabilities for heating and
ancillary costs as well as prepaid rent.
Liabilities
in € thousand Total Current Non-current
Financial liabilities 1,541,428
(1,512,347)
181,816
(78,974)
1,359,612
(1,433,373)
Trade payables 3,303
(5,805)
3,303
(5,805)
0
(0)
Tax liabilities 456
(1,401)
456
(1,401)
0
(0)
Other liabilities 44,132
(50,699)
17,281
(16,836)
26,851
(33,863)
(PREVIOUS YEAR’S
FIGURES)
1,589,319
(1,570,252)
202,856
(103,016)
1,386,463
(1,467,236)
Financial Report 2020 / Deutsche EuroShop
CONSOLIDATED FINANCIAL STATEMENTS / Notes
52
16.	 DEFERRED TAX LIABILITIES
Deferred tax assets and liabilities are the result of tax effects of
­
temporary differences and tax loss carryforwards:
in € thousand
31.12.2020 31.12.2019
Deferred
tax assets
Deferred
tax
liabilities
Deferred
tax assets
Deferred
tax
liabilities
Investment properties 0 284,469 0 328,564
Investments
accounted for using
the equity method 0 48,799 0 58,711
Other liabilities
Interest swaps
(not recognised in
profit or loss) 5,857 0 7,388 0
Trade tax loss
carryforwards 1,301 0 0 0
Other 1,132 0 1,132 0
Deferred taxes
before netting 8,290 333,268 8,520 387,275
Balance -8,290 -8,290 -8,520 -8,520
DEFERRED TAXES
AFTER NETTING 0 324,978 0 378,755
In measuring deferred taxes, the tax rates applicable in accordance
with IAS 12 are those valid under current legislation at the date at
which the temporary differences will probably reverse.
In the year under review, a corporate tax rate of 15% was used for
the companies in Germany. In addition, a solidarity surcharge of 5.5%
on the calculated corporate tax and, in part, 16.45% in trade tax were
recognised.
As at the reporting date, there were taxable temporary differences
of €5,752 thousand (previous year: €7,301 thousand) between the net
assets of Group companies recognised in the consolidated financial
statements and the tax basis of the shares in these Group companies
(outside basis differences) for which no deferred taxes were recog-
nised since the differences are not expected to be reversed in the
foreseeable future.
17.	 RIGHT TO REDEEM OF LIMITED PARTNERS
in € thousand 2020 2019
Settlement claim as at 01.01. 351,905 343,648
Earnings contributions 13,501 18,443
Share of measurement gains/losses -46,367 5,628
Outflows -7,514 -15,814
SETTLEMENT CLAIM AS AT 31.12. 311,525 351,905
The right to redeem of limited partners includes the equity interests
of third-party providers in the companies Main-Taunus-Zentrum KG,
Forum Wetzlar KG and Einkaufs-Center Galeria Baltycka G.m.b.H. 
Co. KG, which are to be reported in accordance with IAS 32 as debt
capital.
18.	 OTHER PROVISIONS
in € thousand
As at
01.01.2020 Utilisation Reversal Addition
As at
31.12.2020
Maintenance and construction work
already performed but not yet invoiced 2,433 1,309 567 1,107 1,664
Fees 134 124 10 109 109
Other 5,553 3,799 347 5,133 6,540
8,120 5,232 924 6,349 8,313
As in the previous year, all provisions have a term of up to one year.
Deutsche EuroShop / Financial Report 2020
Notes / CONSOLIDATED FINANCIAL STATEMENTS
53
NOTES TO THE CONSOLIDATED
INCOME STATEMENT
19.	 REVENUE
in € thousand 2020 2019
Minimum rental income 215,582 223,305
Allocable property tax and insurance 5,704 5,546
Turnover rent 950 2,157
Other 1,868 479
224,104 231,487
of which directly attributable rental
income in accordance with IAS 40
Investment Properties 224,104 231,487
In contrast to the previous year, the costs of building insurance and
property tax passed on are no longer shown netted against property
operating costs and are included in the minimum rental income. The
previous year’s figure has been adjusted. Please refer to the infor-
mation in the notes to the consolidated financial statements under
section “4. New accounting standards and changes in presentation”.
Other revenue relates primarily to settlement payments made by
former tenants as well as compensation for use.
The rental income reported here derives from operating leases and
relates to rental income from investment properties with long-term
leases. The future minimum leasing payments from non-­
terminable
rental agreements classified as investment properties have the
­following maturities:
in € thousand 2020 2019
Maturity within 1 year 196,624 214,984
Maturity from 1 year to 5 years 499,681 534,810
Maturity after 5 years 180,965 161,189
877,270 910,983
20.	 PROPERTY OPERATING COSTS
in € thousand 2020 2019
Operating costs that cannot
be passed on 6,419 4,792
Real property tax 5,366 5,324
Center marketing 2,755 3,137
Building insurance 1,437 1,602
Maintenance and repairs 1,382 1,658
Other 1,222 975
18,581 17,488
of which directly attributable operating
expenditure in accordance with IAS 40
Investment Properties 18,581 17,488
In contrast to the previous year, the costs that are transferred for
building insurance and property tax are no longer shown netted
against the property operating costs. In addition, expenses from the
disposal of financial assets and write-downs are reported separately
in the consolidated income statement. The previous year’s figure has
been adjusted. Please refer to the information in the notes to the
consolidated financial statements under section “4. New accounting
standards and changes in presentation”.
Ancillary costs which cannot be fully allocated are essentially operat-
ing costs which cannot be completely passed on to tenants as well as
heating and ancillary costs in arrears for preceding years.
21.	 PROPERTY MANAGEMENT COSTS
in € thousand 2020 2019
Center management/
agency agreement costs 9,707 10,813
of which directly attributable operating
expenditure in accordance with IAS 40
Investment Properties 9,707 10,813
Center management/agency agreement costs depend to a large
extent on the rental income generated.
Financial Report 2020 / Deutsche EuroShop
CONSOLIDATED FINANCIAL STATEMENTS / Notes
54
22.	 WRITE-DOWNS AND DISPOSALS OF
­FINANCIAL ASSETS
in € thousand 2020 2019
Write-downs 19,768 1,423
Disposals of financial assets 9,450 251
29,218 1,674
of which directly attributable operating
expenditure in accordance with IAS 40
Investment Properties 29,218 1,674
Please refer to the information in the notes to the consolidated finan-
cial statements under section “10. Trade receivables”).
23.	 OTHER OPERATING INCOME
in € thousand 2020 2019
Income from the reversal of provisions 924 529
Exchange rate gains 0 66
Other 1,476 1,320
2,400 1,915
Other operating income primarily consists of income from damages
and receivables already value-adjusted in previous years.
24.	 OTHER OPERATING EXPENSES
in € thousand 2020 2019
Personnel expenses 2,032 2,055
Legal, consulting and audit expenses 1,561 1,177
Exchange rate losses 851 228
Financing costs 557 146
Appraisal costs 476 287
Marketing costs 470 552
Supervisory Board compensation 263 312
Fees and contributions 220 187
Write-downs 144 169
Other 1,185 845
7,759 5,958
Legal, consulting and audit expenses include €392 thousand in
expenses for the auditing of Group companies (previous year:
€312 thousand). Personnel expenses include social security con-
tributions and expenses for pensions and other benefits amount-
ing to €222 thousand (previous year: €227 thousand), of which
€146 thousand (previous year: €143 thousand) is attributable to pen-
sion expenses.
25.	 SHARE OF THE PROFIT OR LOSS OF
­
ASSOCIATES AND JOINT VENTURES
ACCOUNTED FOR USING THE EQUITY
METHOD
in € thousand 2020 2019
Profit/loss from joint ventures -51,493 4,328
Profit/loss from associates 11 17
PROFIT/LOSS FROM EQUITY-­
ACCOUNTED ASSOCIATES -51,482 4,345
The profit/loss of equity-accounted companies includes a measure­
ment loss before deferred taxes of €-73,786 thousand (previous
year: €-25,854 thousand). EBT (excl. measurement gains/losses)
for ­
equity-accounted companies amounted to €22,304 thousand
­
(previous year €30,757 thousand).
26.	 MEASUREMENT GAINS/LOSSES
in € thousand 2020 2019
Unrealised changes in fair value -400,204 -88,560
Profit/loss attributable to
limited partners 46,367 -5,628
Goodwill write-down -2,008 0
-355,845 -94,188
Deutsche EuroShop / Financial Report 2020
Notes / CONSOLIDATED FINANCIAL STATEMENTS
55
27.	 TAXES ON INCOME AND EARNINGS
in € thousand 2020 2019
Current tax expense -4,267 -4,546
Domestic deferred tax income 46,545 75,596
International deferred tax
income/expense 8,763 -1,631
51,041 69,419
The deferred tax income mainly results from the depreciation of
the real estate assets in the year under review. In the previous year,
deferred tax expense included income from the reversal of deferred
trade tax of €73,410 thousand. This reversal was the result of a
­
corporate restructuring of individual investments completed during
the previous year, which will enable the extended trade tax reduction
to be used to a greater extent than before.
Tax reconciliation
Income taxes in the amount of €51,041 thousand in the year under
review are derived as follows from an expected income tax expense
that would have resulted from the application of the parent company’s
statutory income tax rate to the profit before tax. This was ­
calculated
using a tax rate of 32.28%.
in € thousand 2020 2019
Consolidated profit before income tax -302,758 42,672
Theoretical income tax 32.28% 97,730 -13,775
Tax rate differences for foreign
Group companies -6,498 3,999
Tax rate differences for domestic
Group companies -38,658 -1,988
Tax-free income/non-deductible
expenses -140 -408
Tax effect from investments accounted
for under the equity-accounted method -1,391 1,342
Aperiodic tax expense/income -2 6,839
Reversal of deferred trade tax 0 73,410
CURRENT INCOME TAX 51,041 69,419
Ignoring tax expenses/income for other periods and the reversal of
deferred trade tax, the effective income tax rate in financial year 2020
was 16.8%.
28.	 EARNINGS PER SHARE
in € thousand 2020 2019
Group shareholders’ portion
of profits/losses (€ thousand) -251,717 112,091
Weighted number of no-par-value
shares issued 61,783,594 61,783,594
UNDILUTED AND DILUTED EARNINGS
PER SHARE (€) -4.07 1.81
Basic earnings per share are determined by dividing the net income
for the period to which shareholders of Deutsche EuroShop AG are
entitled by the weighted average number of shares outstanding
within the reporting period. There is no potential dilution as at the
reporting date, e.g. through convertible bonds or share options, with
the result that diluted earnings correspond to undiluted earnings.
Financial Report 2020 / Deutsche EuroShop
CONSOLIDATED FINANCIAL STATEMENTS / Notes
56
SEGMENT REPORTING
Segment reporting by Deutsche EuroShop AG is carried out on
the basis of internal reports that are used by the Executive Board
to manage the Group. Internal reports distinguish between shop-
ping centers in Germany (“domestic”) and other European countries
(“abroad”).
As the Group’s main decision-making body, the Deutsche Euro-
Shop AG Executive Board first and foremost assesses the perfor-
mance of the segments based on revenue, EBIT and EBT excluding
measurement gains/losses. The measurement principles for seg-
ment reporting correspond to those of the Group.
In order to assess the contribution of the segments to the individ-
ual performance indicators as well as to the Group’s success, the
income, expenditure, assets and liabilities of the joint ventures are
included in internal reporting in proportion to the Group’s share
therein. Similarly, for subsidiaries in which the Group is not the sole
shareholder, income, expenditure, assets and liabilities are likewise
only consolidated proportionately according to the corresponding
Group share. This results in the segments being divided as follows:
Breakdown by geographical segment
in € thousand Domestic Abroad Total Reconciliation 01.01–31.12.2020
Revenue 197,880 40,511 238,391 -14,287 224,104
EBIT 142,793 32,537 175,330 -14,091 161,239
Profit/losses of joint ventures and associates 0 0 0 -51,482 -51,482
Interest income 13 2 15 532 547
Interest expense -36,364 -7,054 -43,418 -298 -43,716
EBT (EXCL. MEASUREMENT GAINS/LOSSES) 106,530 25,485 132,015 -4,425 127,590
31.12.2020
Investment properties 2,900,461 680,092 3,580,553 -143,408 3,437,145
Additions and recognised construction
­
measures for investment properties 16,860 1,223 18,083 -3,030 15,053
Goodwill 0 0 0 51,719 51,719
Investments accounted for using the equity method 0 0 0 444,517 444,517
Other segment assets 182,872 34,746 217,618 86,382 304,000
SEGMENT ASSETS 3,083,333 714,838 3,798,171 439,210 4,237,381
SEGMENT LIABILITIES 1,271,512 329,576 1,601,088 633,047 2,234,135
Deutsche EuroShop / Financial Report 2020
Notes / CONSOLIDATED FINANCIAL STATEMENTS
57
in € thousand Domestic Abroad Total Reconciliation 01.01.–31.12.2019
Revenue 1
201,917 44,369 246,286 -14,799 231,487
EBIT 172,556 40,774 213,330 -15,861 197,469
Profit/losses of joint ventures and associates 0 0 0 4,345 4,345
Interest income 9 7 16 2,729 2,745
Interest expense -41,983 -7,133 -49,116 -140 -49,256
EBT (EXCL. MEASUREMENT GAINS/LOSSES) 130,932 33,647 164,579 -1,448 163,131
31.12.2019
Investment properties 3,246,262 743,828 3,990,090 -167,304 3,822,786
Additions and recognised construction
­
measures for investment properties 19,659 2,228 21,887 -2,563 19,324
Goodwill 0 0 0 53,727 53,727
Investments accounted for using the equity method 0 0 0 511,493 511,493
Other segment assets 69,690 29,872 99,562 71,037 170,599
SEGMENT ASSETS 3,315,952 773,700 4,089,652 468,953 4,558,605
SEGMENT LIABILITIES 1,242,809 334,008 1,576,817 732,215 2,309,032
1	
The disclosure within NOI was changed in the year under review and the previous year’s figures for segment sales have been adjusted for easier comparability.
Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”.
The adjustment of the proportionate consolidation of the joint ven-
tures and subsidiaries in which the Group does not own a 100% stake
is carried out in the reconciliation column. Deferred tax liabilities are
considered by the Executive Board of Deutsche EuroShop AG in a
cross-segment manner and are therefore included in the reconcilia-
tion column of the segment liabilities. Accordingly, the goodwill from
the acquisition of Olympia Brno was allocated to the reconciliation
column of the segment assets. The reconciliation column also con-
tains the companies that are not allocated to either of the two seg-
ments (Deutsche EuroShop AG, DES Management GmbH, DES Beteili-
gungs GmbH  Co. KG). These do not generate any revenue and are
included in the reconciliation column after intra-Group eliminations
with their EBIT of €-4,882 thousand (previous year: €-4,046 thou-
sand) and EBT (excl. measurement gains/losses) of €-5,193 thou-
sand (previous year: €-1,319 thousand) as well as in the segment
assets with €86,260 thousand (previous year: €70,435 thousand)
and in the segment liabilities with €2,178 thousand (previous year:
€3,971 thousand).
In view of the geographical segmentation, no further information
pursuant to IFRS 8.33 is given.
Financial Report 2020 / Deutsche EuroShop
CONSOLIDATED FINANCIAL STATEMENTS / Notes
58
OTHER DISCLOSURES
29.	 FINANCIAL INSTRUMENTS
AND RISK MANAGEMENT
in € thousand
Measurement
category in
accordance
with IFRS 9
Amount stated in line with IFRS 9
Carrying
amounts
31.12.2020
Amortised
cost
Fair value
­recognised
in income
Fair value
­recognised
in equity
Fair value
31.12.2020
Financial assets
Trade receivables AC 19,822 19,822 19,822
Other assets AC 6,036 6,036 6,036
Cash and cash equivalents AC 266,030 266,030 266,030
Financial liabilities
Financial liabilities2
FLAC 1,541,428 1,541,428 1,566,203
Right to redeem of limited partners FLAC 311,525 311,525 311,525
Trade payables FLAC 3,303 3,303 3,303
Other liabilities FLAC 13,671 13,671 13,671
Interest rate hedges not
recognised in profit or loss2
n. a. 26,138 26,138 26,138
in € thousand
Measurement
category in
accordance
with IFRS 9
Amount stated in line with IFRS 9
Carrying
amounts
31.12.2019
Amortised
cost
Fair value
­recognised
in income
Fair value
­recognised
in equity
Fair value
31.12.2019
Financial assets
Trade receivables AC 7,417 7,417 7,417
Other assets AC 7,080 7,080 7,080
Cash and cash equivalents AC 148,087 148,087 148,087
Financial liabilities
Financial liabilities2
FLAC 1,512,347 1,512,347 1,584,376
Right to redeem of limited partners FLAC 351,905 351,905 351,905
Trade payables FLAC 5,805 5,805 5,805
Other liabilities FLAC 12,813 12,813 12,813
Interest rate hedges not
recognised in profit or loss2
n. a. 33,059 33,059 33,059
1	
Corresponds to level 1 of the IFRS 7 fair value hierarchy
2	
Corresponds to level 2 of the IFRS 7 fair value hierarchy
3	
Corresponds to level 3 of the IFRS 7 fair value hierarchy
Measurement categories in accordance with IFRS 9: Financial assets measured at amortised cost (AC), at fair value through other comprehensive income (FVOCI),
Financial liabilities measured at amortised cost (FLAC)
Deutsche EuroShop / Financial Report 2020
Notes / CONSOLIDATED FINANCIAL STATEMENTS
59
Carrying amounts, valuations and fair values according to
­measurement category
With the exception of derivative financial instruments and other
financial investments measured at fair value, financial assets and
liabilities are measured at amortised cost. Due to the predominantly
short-term nature of trade receivables, other assets and liabili-
ties and cash and cash equivalents, the carrying amounts as at the
reporting date do not deviate significantly from the fair values.
The fair values of financial liabilities measured at amortised cost
correspond to the cash values of debt-related payments based
on current interest rate yield curves (Level 2 in accordance with
IFRS 13).
The derivative financial instruments measured at fair value are inter-
est rate hedges. Here the fair value is equivalent to the cash value
of future net payments expected to be received from hedging trans-
actions (Level 2 in accordance with IFRS 13) based on current yield
curves.
Risk management
In risk management, the emphasis is on ensuring compliance with
the strategy and, building on this, on identifying and assessing risks
and opportunities, as well as on the fundamental decision to man-
age these risks. Risk management ensures that risks are identified
at an early stage and can then be evaluated, communicated promptly
and mitigated. Risk analysis involves the identification and analysis
of factors that may jeopardise the achievement of goals.
Market risks
Liquidity risk
The liquidity of the Deutsche EuroShop Group is continuously moni-
tored and planned. The subsidiaries regularly have sufficient cash to
be able to pay for their current commitments.
A short-term credit line of €150,000 thousand may be used if
required. As at 31 December 2020, €30,000 of the credit line had
been used. The credit line is partially secured.
The contractually agreed future interest and principle repayments of
the original financial liabilities and derivative financial instruments
are as follows as at 31 December 2020:
In € thousand
Carrying
amount
31.12.2020
Cash flows
2021
Cash flows
2022 to 2025
Cash flows
from 2026
Bank loans and
overdrafts 1,541,428 219,953 625,259 872,270
The amounts relate to all contractual commitments existing as at
the reporting date. The variable interest payments from interest rate
hedges were determined on the basis of the most recently defined
interest rates prior to 31 December 2020. The majority of the trade
payables and other financial liabilities reported at the end of the
financial year will fall due in 2021.
Credit and default risk
The Group is exposed to significant default risks in respect of trade
receivables that, for reasons related to the coronavirus pandemic,
had not been settled in full by the time the financial statements were
prepared (please also refer to section “10. Trade receivables”).
Write-downs on trade receivables are determined on the basis of the
credit losses expected over the term. Unless the reasons for doing
so can be refuted in individual cases, receivables that are more than
90 days overdue, taking into account the collateral provided by the
tenant and valuable collateral, are written down fully. In addition,
if information exists that points to an increased risk of default for
a tenant, checks are made to decide whether receivables that are
less than 90 days overdue should also be written down. In addition,
receivables for which it is expected that a written agreement regard-
ing rent concessions will still be reached, the write-down was meas-
ured on the basis of the expected amount of the assistance. During
the year under review, write-downs of rent receivables in the amount
of €29,218 thousand (previous year: €1,674 thousand) were recog-
nised under expenditure.
The maximum default risk in relation to trade receivables and other
assets totalled €37,627 thousand as at the reporting date (previous
year: €22,063 thousand).
Financial Report 2020 / Deutsche EuroShop
CONSOLIDATED FINANCIAL STATEMENTS / Notes
60
Currency and measurement risk
The Group companies operate exclusively in the European Economic
Area and conduct the greater part of their business in euro. This
does not entail currency risks.
With respect to the measurement risk of investment properties, please
refer to the sensitivity analysis in section “8. Investment properties”.
Interest rate risk
A sensitivity analysis was implemented to determine the effect of
potential interest rate changes. Based on the financial assets and
liabilities subject to interest rate risk as at the reporting date, this
shows the effect of a change on the Group’s equity. As at the report-
ing date, interest rate risks existed only for credit borrowed and the
associated interest rate hedges. An increase in the market inter-
est rate of 100 basis points would lead to an increase in equity
(before taxes) of €6,340 thousand (previous year: €9,483 thou-
sand). The vast majority of loan liabilities have fixed interest terms.
As at the reporting date, loans totalling €107,400 thousand (previ-
ous year: €109,400 thousand) were hedged using derivative finan-
cial instruments.
Capital management
The Group’s capital management is designed to maintain a strong
equity base with the aim of ensuring that its ability to repay its debts
and financial well-being are maintained in the future. The Group’s
financial policies are also based on the annual payment of a dividend.
In € thousand 31.12.2020 31.12.2019
Equity 2,314,771 2,601,478
Equity ratio (%) 54.6% 57.1%
Net financial debt 1,275,398 1,364,260
Equity is reported here including the compensation claims by ­
limited
partners.
Net financial debt is determined from the financial liabilities as at the
reporting date less cash and cash equivalents.
30.	 NOTES TO THE CONSOLIDATED
CASH FLOW STATEMENT
The cash flow statement has been prepared in accordance with IAS 7
and is broken down into operating cash flow, cash flow from operat-
ing activities, cash flow from investing activities, and cash flow from
financing activities.
Cash flow from operating activities is derived from consolidated
profit using the indirect method. Net cash flow from operating activi-
ties, cash flow from investment activities and cash flow from financ-
ing activities are calculated using the direct method.
Cash and cash equivalents comprise cash and cash equivalents
that may be converted into cash at any time. As in the previous year,
the financial resources fund as at the reporting date corresponded
to the cash and cash equivalents (see section “12. Cash and cash
equivalents”).
31.	 OTHER FINANCIAL OBLIGATIONS
There are other financial obligations of €79.6 million arising from
service contracts.
There are financial obligations of €17.6 million which will arise in
2021 in connection with investment measures in our shopping
centers.
32.	 NUMBER OF EMPLOYEES
An average of five (previous year: five) staff members were employed
in the Group during the financial year.
33.	 AUDITOR’S FEES
The total fees invoiced by the auditor for the consolidated financial
statements for financial year 2020 amounted to €392 thousand (pre-
vious year: €312 thousand). Of this amount, €388 thousand (previous
year: €307 thousand) related to auditing services. Other audit-related
and consultancy services were also provided by the auditor in the
amount of €4 thousand (previous year: €5 thousand).
Deutsche EuroShop / Financial Report 2020
Notes / CONSOLIDATED FINANCIAL STATEMENTS
61
34.	 DECLARATION OF CONFORMITY WITH THE
GERMAN CORPORATE GOVERNANCE CODE
The Declaration of Conformity with the German Corporate Gov-
ernance Code required by section 161 of the Aktiengesetz (AktG –
­
German Public Companies Act) has been issued jointly by the Super-
visory Board and the Executive Board, and has been made available
to shareholders on the Deutsche Euroshop website under Investor
Relations  Corporate Governance  Declaration of Conformity:
https://www.deutsche-euroshop.de/Investor-Relations/
Corporate-Governance/Declaration-of-Conformity
35.	 RELATED PARTIES FOR THE
PURPOSES OF IAS 24
Deutsche EuroShop’s subsidiaries, joint ventures and associates as
well as the members of its Executive Board and Supervisory Board
and their close family members are regarded as related parties for
the purposes of IAS 24. The remuneration of the Supervisory Board
and the Executive Board is described in section “37. Supervisory
Board and Executive Board” and also in the remuneration report
­
portion of the combined management report.
In his position as a member of the Supervisory Board of Deutsche
EuroShop, Mr Alexander Otto is considered a related party within
the meaning of IAS 24. Thus, the ECE Group and Curatax, both of
which are controlled by Mr Alexander Otto, are also considered
related parties. Fees for service contracts with these two companies
totalled €19,209 thousand (previous year: €17,716 thousand). This
amount was partially offset by income from leases and mall market-
ing with the ECE Group in the amount of €8,214 thousand ­(previous
year: €7,627 thousand). Receivables from the ECE Group came to
€4,456 thousand, while liabilities were €965 thousand.
Transactions with related parties involving the provision of goods
and services were at standard market rates.
36.	 VOTING RIGHTS NOTICES
In line with section 160 (1) no. 8 AktG, we give notice that the follow-
ing investments and changes to voting rights have been registered
to Deutsche EuroShop AG in conformity with the duty of disclosure in
accordance with section 33 of the Wertpapierhandelsgesetz (WpHG –
Securities Trading Act). The disclosures were taken from the latest
notice by those subject to reporting requirements. It should be noted
that the number of voting rights might have since changed within the
respective thresholds, with no reporting obligation arising:
Shareholder
Shareholding
report as at
Event …
(in %)
New voting
share
(in %)
of which held as
treasury shares
(in %)
of which indirectly
attributable
(in %)
Johannes Schorr 08.02.2016 … exceeds threshold (3) 3.37 1.12 2.25
AROSA Vermögensverwaltungs­
gesellschaft m.b.H., Hamburg 15.12.2017 … exceeds threshold (15) 15.05 0.00 15.05
State Street Corporation, Boston,
MA, United States of America 11.03.2019 … exceeds threshold (5) 5.02 0.00 5.02
DWS Investment GmbH, Frankfurt 29.04.2020 … falls below threshold (3) 2.60 0.00 2.60
Alexander Otto 01.10.2020 … exceeds threshold (20) 20.02 0.57 19.45
AXA S.A., Paris, France 24.11.2020 … exceeds threshold (3) 3.03 0.00 3.03
BlackRock, Inc., Wilmington,
DE, United States of America 22.12.2020 … falls below threshold (3) 2.64 0.00 2.64 1
PGGM Coöperatie U.A.,
Zeist, Netherlands 11.01.2021 … exceeds threshold (5) 5.14 0.00 5.14
The Goldman Sachs Group, Inc.,
­
Wilmington, DE, United States of America 01.02.2021 ... falls below threshold (3) 0.01 0.00 0.01 2
1	
We were also notified by BlackRock, Inc. of a securities lending transaction (0.62%) and contracts for differences (0.0001%).
2	
In addition, we were notified of a securities lending transaction (1.57%), a SWAP (0.13%) and contracts for differences (2.31%) by The Goldman Sachs Group, Inc.
All voting rights notices received by Deutsche EuroShop AG can be
found on the website of Deutsche EuroShop AG under Investor Rela-
tions  Share  Significant voting interests.
Financial Report 2020 / Deutsche EuroShop
CONSOLIDATED FINANCIAL STATEMENTS / Notes
62
37.	 THE SUPERVISORY BOARD
AND EXECUTIVE BOARD
Supervisory Board
The Supervisory Board of Deutsche EuroShop AG is composed of
nine members. As at 31 December 2020, the following members with
membership of other statutory supervisory boards and ­
membership
of comparable supervisory bodies of business enterprises in Ger-
many or other countries made up the Supervisory Board:
Reiner Strecker, Wuppertal, Chairman
Personally liable partner, VorwerkCo. KG, Wuppertal
•	 akf Bank GmbHCo. KG, Wuppertal
•	 Carl Kühne KG (GmbHCo.), Hamburg (Chair, since 01.12.2020)
Karin Dohm, Kronberg im Taunus, Deputy Chairwoman
Member of the Executive Board, Hornbach AG and ­
Hornbach
­
Management AG, Bornheim near Landau/Palatinate
­(since 01.01.2021)
•	 Deutsche Bank Europe GmbH, Frankfurt am Main
(Chair, until 30.04.2020)
•	 Deutsche Bank Luxembourg S.A., Luxembourg (until 27.04.2020)
•	 CECONOMY AG, Düsseldorf
Dr. Anja Disput, Frankfurt am Main
Partner at Disput Hübner Partnerschaft von Rechtsanwälten mbB,
Frankfurt am Main (since 13.03.2020)
Henning Eggers, Halstenbek
Mitglied der Geschäftsführung,
CURA Vermögensverwaltung G.m.b.H., Hamburg
•	 Platinum AG, Hamburg (until 21 September 2020)
•	 ECE Group GmbHCo. KG, Hamburg
Dr. Henning Kreke, Hagen/ Westphalia
Managing partner, Jörn Kreke Holding KG,
und Kreke Immobilien KG, Hagen/ Westphalia
•	 Douglas GmbH, Düsseldorf (Chair)
•	 Thalia Bücher GmbH, Hagen/ Westphalia
•	 Encavis AG, Hamburg
•	 Axxum Holding GmbH, Wuppertal
•	 Noventic GmbH, Hamburg
•	 Perma-tec GmbHCo. KG, Euerdorf
•	 Ferdinand Bilstein GmbHCo. KG, Ennepetal
•	 Püschmann GmbHCo. KG, Wuppertal
•	 Con-Pro Industrie-Service GmbHCo. KG, Peine
Alexander Otto, Hamburg
CEO, ECE Group Verwaltung GmbH, Hamburg
•	 SITE Centers Corp. Inc., Beechwood, USA
•	 PeekCloppenburg KG, Düsseldorf
•	 Verwaltungsgesellschaft Otto mbH, Hamburg
Claudia Plath, Hamburg
CFO, ECE Group Verwaltung GmbH, Hamburg
•	 CECONOMY AG, Düsseldorf
•	 MEC Metro-ECE Centermanagement GmbHCo. KG, Düsseldorf
Klaus Striebich, Besigheim
Managing Director, RaRE Advise, Besigheim
•	 Unternehmensgruppe Dr. Eckert GmbH, Berlin
•	 Klier Hairgroup GmbH, Wolfsburg
•	 Sinn GmbH, Hagen
•	 The Food Chain Investor Holding SE, Hamburg (until 31.08.2020)
Roland Werner, Hamburg
Chairman of the Board of Management, Bijou Brigitte modische
Accessoires AG, Hamburg
The remuneration of the members of the Supervisory Board
totalled €263 thousand in the period under review (previous year:
€312 thousand).
Executive Board
Wilhelm Wellner, Hamburg, CEO
Olaf Borkers, Hamburg, Member of the Executive Board
The remuneration of the Executive Board totalled €1,323 thousand
(previous year: €1,352 thousand), which includes performance-­
related compensation in the amount of €637 thousand (previous
year: €688 thousand).
The outgoing CEO, Claus-Matthias Böge, is to receive a total of
€1,712 thousand under the Long-Term Incentive 2010, which covered
the period to 30 June 2015. From 2016, this amount was paid at the
start of each year in five equal instalments, finishing in 2020.
On 1 July 2018, the term of a new Long-Term Incentive (LTI 2018)
commenced which did not result in a liability as at the reporting date.
For further details, please see the supplementary disclosures on
remuneration in the combined management report.
Deutsche EuroShop / Financial Report 2020
Notes / CONSOLIDATED FINANCIAL STATEMENTS
63
38.	 EVENTS AFTER THE REPORTING DATE
In order to contain the coronavirus pandemic, the authorities con-
tinued to implement far-reaching safety and quarantine measures
at the beginning of 2021, including the closure of retail stores that
do not serve basic needs. There are only exceptions for food, drug-
stores, pharmacies, banking services and a limited number of other
everyday products and services. The ongoing safety and quarantine
measures in the various countries during the period are as follows:
For Germany, the decision was taken on 3 March 2021 to continue
the extensive retail closures in place since 16 December 2020.
The ­
resolution further provides that retailers will only be allowed
to re­
open nationwide or regionally if a stable seven-day incidence
rate of less than 50 new infections per 100,000 inhabitants has been
achieved, however no earlier than 8 March. Retail purchases are
possible by appointment with a three-day incidence rate of between
50 and 100. If the incidence rates exceed the limit of 100 following
any steps of the re-opening strategy, an “emergency brake” will be
applied, which calls for the rules regarding business closures as
at 16 December 2020 to be reinstated. On 22 March 2021, it was
decided that these rules should apply until at least 18 April 2021.
In Poland, measures requiring the closure of shops in shopping
centers, which have been in force since 28 December 2020, were
lifted again on 1 February 2021, subject to conditions such as
wearing a mask and observing limits on the number of customers
allowed per square metre; they were then reimposed regionally from
13 March and from 20 March 2021 nationwide. The closure measures
will apply at least until 9 April 2021.
Widespread retail closures in the Czech Republic since 27 Decem-
ber 2020 became even stricter effective 1 March 2021, and the list
of shops allowed to remain open has been shortened even further.
As of 8 February 2021 and subject to certain conditions, Austria has
cancelled shop closures that had been in force since 26 December
2020.
Hungary closed its retail shops for the first time from 8 March
2021. Even prior to that, however, catering operations had only been
­
possible to a limited extent (take-away) and retailers had to observe
the applicable protective measures, such as restrictions on opening
hours and mask requirements.
The closures, which extend well into 2021, have further exacerbated
the economic situation of the tenants affected. For many tenants,
the Christmas season was heavily impacted by the closures in late
autumn and the renewed closures from mid-December 2020. The
states’ support programmes were either unable to compensate for
this or only to a limited extent.
Deutsche EuroShop is in continued dialogue with tenants via its
­
service provider, ECE, in order to arrange support measures. Among
other things, at the beginning of 2021 the affected tenants of the
German shopping centers were made a regular offer under which
half of the net rent excluding ancillary costs would be waived for the
duration of the closure since mid-December 2020 and for all further
­
closures in 2021.
While the federal government has suspended the requirement to
file for bankruptcy in the event of pandemic-related insolvency and
over-indebtedness in an effort to mitigate the effects of the corona-
virus pandemic and has now extended this exemption to the end of
April 2021, there is still a risk of further tenant insolvencies. More
tenants have already filed for insolvency or announced branch
­
closures in 2021. This may necessitate additional write-downs on the
receivables reported as at the reporting date. Tenants’ losses and
continued shop closures in individual countries may have an impact
on the valuation of our shopping centers. Please refer to the sensi-
tivity analysis in section “8. Investment properties”.
No further significant events occurred between the reporting date
and the date of preparation of the financial statements.
Hamburg, 25 March 2021
Deutsche ­EuroShop AG
The Executive Board
Wilhelm Wellner		 Olaf Borkers
Financial Report 2020 / Deutsche EuroShop
CONSOLIDATED FINANCIAL STATEMENTS / Notes
64
SHAREHOLDINGS
List of shareholdings in accordance with section 313 (2) of the
­Handelsgesetzbuch (HGB – German Commercial Code) as at 31 Decem-
ber 2020:
Company name and domicile Interest in equity
Fully consolidated companies:
DES Verwaltung GmbH, Hamburg 100%
DES Management GmbH, Hamburg 100%
DES Shoppingcenter GmbHCo. KG, Hamburg 1
100%
DES Beteiligungs GmbHCo. KG, Hamburg 1
100%
A10 Center Wildau GmbH, Hamburg 100%
Main-Taunus-Zentrum KG, Hamburg 52.01%
Forum Wetzlar KG, Hamburg 65%
Objekt City-Point Kassel GmbHCo. KG, Hamburg 1
100%
Stadtgalerie Hameln GmbHCo. KG, Hamburg 1
100%
Altmarkt-Galerie Dresden GmbHCo. KG, Hamburg 1
100%
Einkaufs-Center Galeria Baltycka G.m.b.H.  Co. KG, Hamburg 74%
Einkaufs-Center Galeria Baltycka G.m.b.H.  Co. KG, Sp. kom., Warsaw, Poland 99.99%
CASPIA Investments Sp. z o.o., Warsaw, Poland 100%
City-Point Beteiligungs GmbH, Hamburg 100%
Olympia Brno s.r.o., Prague, Czech Republic 100%
Joint ventures:
Allee-Center Magdeburg KG, Hamburg 50%
Stadt-Galerie Passau KG, Hamburg 75%
CAK City Arkaden Klagenfurt KG, Hamburg 50%
Saarpark Center Neunkirchen KG, Hamburg 50%
EKZ Eins Errichtungs- und Betriebs Ges.m.b.H.  Co OG, Vienna, Austria 50%
Immobilienkommanditgesellschaft FEZ Harburg, Hamburg 50%
Einkaufs-Center Arkaden Pécs KG, Hamburg 50%
Associates:
EKZ Vier Errichtungs- und Betriebs Ges.m.b.H., Vienna, Austria 50%
1	
For these companies, exemption from the disclosure obligation in accordance with section 264b HGB was made use of.
Deutsche EuroShop / Financial Report 2020
Notes / CONSOLIDATED FINANCIAL STATEMENTS
65
RESPONSIBILITY STATEMENT
BY THE EXECUTIVE BOARD
We declare that to the best of our knowledge, in line with the
accounting policies to be applied, the consolidated financial state-
ments present a true and fair view of the net assets, financial
position and results of operations of the Group and the combined
­
management report presents the situation of the Group and the
course of business including business performance which is a fair
and ­
accurate view, and describes the essential opportunities and
risks of the likely development of the Group.
Hamburg, 25 March 2021
Wilhelm Wellner	 Olaf Borkers
Financial Report 2020 / Deutsche EuroShop
66
RESPONSIBILITY STATEMENT BY THE EXECUTIVE BOARD
INDEPENDENT AUDITOR’S
REPORT
To Deutsche EuroShop AG, Hamburg
REPORT ON THE AUDIT OF THE
­CONSOLIDATED FINANCIAL STATEMENTS
AND COMBINED MANAGEMENT REPORT
Audit opinion
We have audited the consolidated financial statements of Deutsche
EuroShop AG, Hamburg and its subsidiaries (the Group), comprising
the consolidated balance sheet as at 31 December 2020, the consol-
idated income statement, the statement of comprehensive income,
the statement of changes in equity, the consolidated cash flow state-
ment for the financial year from 1 January 2020 to 31 December
2020 as well as the notes to the consolidated financial statements,
including a summary of relevant accounting methods.
We have also audited the combined management report (Com-
pany management report and Group management report) of
Deutsche EuroShop AG for the financial year from 1 January 2020
to 31 December 2020.
In accordance with the provisions of German law, we have not
audited the content of the statements listed under “OTHER INFOR-
MATION” in the combined management report.
In our opinion, based on the findings of our audit:
•	 the enclosed consolidated financial statements comply in all
material respects with IFRS as adopted by the EU and the supple-
mentary provisions of German law required to be applied under
section 315e (1) of the Handelsgesetzbuch (HGB – German Com-
mercial Code) and give a true and fair view of the net assets and
financial position of the Group as at 31 December 2020 as well as
its results of operations for the financial year from 1 January 2020
to 31 December 2020 in accordance with these requirements; and
•	 the enclosed combined management report as a whole provides
a suitable understanding of the Group’s position. This combined
management report is consistent with the consolidated finan-
cial statements in all material respects, complies with the provi-
sions of German law and suitably presents the opportunities and
risks of future development. Our opinion on the combined man-
agement report does not extend to the content of the statements
listed under “OTHER INFORMATION” in the combined management
report.
In accordance with section 322 (3) sentence 1 HGB, we hereby
declare that our audit has not led to any reservations with respect to
the regularity of the consolidated financial statements or combined
management report.
BASIS FOR OPINION
We conducted our audit of the consolidated financial statements and
combined management report in accordance with section 317 HGB
and the EU Audit Regulation (No 537/2014; hereinafter “EU AR”), tak-
ing into account the German generally accepted standards for the
auditing of financial statements promulgated by the Institut der
Wirtschaftsprüfer (IDW – Institute of Public Auditors). Our respon-
sibility pursuant to these provisions and principles is described in
more detail in the section “RESPONSIBILITY OF THE AUDITOR FOR
THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND
COMBINED MANAGEMENT REPORT” of our auditor’s report.
We are independent from the Group companies in line with the provi-
sions of European and German commercial and professional law and
have fulfilled our other professional duties under German law in line
with these requirements.
Furthermore, in accordance with article 10 (2) point f) EU AR, we
hereby declare that we have not provided any prohibited non-audit
services pursuant to article 5 (1) EU AR.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion on the consolidated
financial statements and combined management report.
KEY AUDIT MATTERS IN THE AUDIT OF THE
CONSOLIDATED FINANCIAL STATEMENTS
Key audit matters are those matters that, in our professional judge-
ment, were of most significant impact in our audit of the consolidated
financial statements for the financial year from 1 January 2020 to
31 December 2020. These matters were addressed in the context of
our audit of the consolidated financial statements as a whole and in
forming our opinion thereon, but we do not provide a separate opin-
ion on these matters.
Deutsche EuroShop / Financial Report 2020 67
INDEPENDENT AUDITOR’S REPORT
We identified the following as key audit matters:
1.	 Measurement of investment properties
2.	
Accounting of rental concessions granted in connection with the
coronavirus pandemic and their effect on revenue recognition
3.	 Recognition and measurement of deferred taxes
1.	
MEASUREMENT OF INVESTMENT
PROPERTIES
Matter
Deutsche EuroShop AG reported investment properties ­
totalling
€3,437.1 million in its consolidated financial statements as at 31 De­­
cember 2020 and holds a participating interest in further material
investment properties through its stakes in joint ventures and asso-
ciates (€584.1 million). The shopping center properties held as
investment property are measured at fair value in accordance with
IAS 40. In financial year 2020, expenses from this measurement of
€400.2 million were recognised in the income statement. In addi-
tion, the profit/loss of equity-accounted joint ventures and associ-
ates included a measurement loss of €73.8 million.
The respective fair value measurements of investment proper-
ties in accordance with IFRS 13 are determined on the basis of
the discounted cash flow method by one of the external apprais-
ers appointed by Deutsche EuroShop AG. They are level 3 measure-
ments pursuant to IFRS 13 that are based on input factors not mate-
rially observable on the market. Forecasts about future cash flows
from rental income and management, maintenance and adminis-
trative costs as well as the derivation of the capitalisation interest
rate involve significant decisions based on personal judgement and
estimates.
Due to the coronavirus pandemic, forecasting future cash flows is
subject to elevated uncertainty. In particular, the medium to long-
term effects of the pandemic on consumer shopping behaviour and
the future growth of shopping centers are difficult to assess from
today’s perspective.
Due to the significance of the investment properties for the consoli­
dated financial statements of Deutsche EuroShop AG in terms of
their amount and the significant uncertainties associated with their
measurement, this is a key audit matter of particular importance.
The disclosures provided by Deutsche EuroShop AG on the measure-
ment of investment properties are included in sections “6. Signifi­
cant accounting policies and valuation methods/Investment proper-
ties” and “8. Investment properties” of the notes to the consolidated
financial statements.
Auditor’s review
As part of our audit, we obtained evidence of the externally appointed
appraiser’s competence and independence.
We obtained an understanding of the selection and application of the
methods, significant assumptions and data upon which the apprais-
er’s valuation was based and tested the appraisals on a sample basis
as to the appropriateness, consistency and proper implementation
of the valuation methodology and the accuracy of the inputs (leased
space and rental income). In addition, we conducted three center vis-
its in financial year 2020. We furthermore acknowledged the pro-
jected values and parameters (rental income, future vacancy rates,
management, maintenance and administrative costs and interest
rates) used in the valuation and are satisfied with the suitability of
the decisions based on personal judgement and estimates. We had
the assumptions contained in the forecasts regarding the effects
of the coronavirus pandemic on the future growth of the shopping
centers explained to us by the Executive Board and the appraiser,
compared them with published industry expectations and analyses,
and verified their inclusion in the measurement.
In performing the audit, we consulted internal specialists in the field
of real estate valuation.
2.	
ACCOUNTING OF RENTAL CONCESSIONS
GRANTED IN CONNECTION WITH THE
CORONAVIRUS PANDEMIC AND THEIR
EFFECT ON REVENUE RECOGNITION
Matter
In accordance with IFRS 16.81, the Group recognises revenue from
operating leases for shopping centers on a straight-line basis over
the contractually agreed lease term. A prerequisite for the recog-
nition of revenue is that the Group has a civil law claim to the rent
under the lease.
In financial year 2020, due to the lockdown measures many tenants
nationally and internationally did not meet their obligation to pay
rents as contractually agreed. In some countries there are legal pro-
visions, or legal provisions have been enacted, that provide for tem-
porary deferral, suspension or reduction of rental payments.
Financial Report 2020 / Deutsche EuroShop
68
INDEPENDENT AUDITOR’S REPORT
In the preceding financial year, the Group conducted negotiations
with tenants on debt waivers for the past, temporary rent deferrals
and temporary rent reductions for the future, and in many cases
accordingly concluded supplementary agreements to the lease.
Subsequent agreements result in the contract being accounted for as
a new lease from the date of modification of the lease (IFRS 16.87);
for revenue recognition purposes, the future adjusted lease pay-
ments are distributed on a straight-line basis over the lease term.
This approach is not applicable with respect to the cessation or
reduction of rental payments that have been made on the basis
of an existing lease agreement or by law. In contrast, specific loss
allowances for expected concessions yet to be granted in respect of
rent receivables and debt waivers already incurred are recognised
as an expense for the period in accordance with the impairment
and derecognition rules of IFRS 9 (IFRS 9.2.1 b)i)). In financial year
2020, specific valuation losses of €14.7 million were recognised for
expected rent concessions, and expenses of €8.6 million were rec-
ognised as a result of debt waivers in connection with corona­
virus-
related rent concessions.
Assessing whether the Group’s civil law claim to the contractual
rental payments continues to exist even in the officially ordered
lockdown is fraught with complexity. In addition, the IFRS rules on
accounting for debt waivers and lease concessions accord lessors
discretion on the timing and amount of revenue. We believe this is a
key audit matter of particular importance for these reasons.
Deutsche EuroShop AG’s disclosures on accounting for the rental
concessions granted in connection with the coronavirus pandemic
and on revenue recognition are presented in sections “6. Significant
accounting policies and valuation methods, receivables and other
current assets”, “10. Trade receivables” and “29. Financial instru-
ments and risk management, credit and default risk” in the notes
to the consolidated financial statements and in the combined man-
agement report in the section “Economic report/Results of opera-
tions of the Group”.
Auditor’s review
As part of our audit, we reviewed the Executive Board’s assessment
that the Group always had a civil law claim to rental payments, even
during the lockdown periods in Germany, and evaluated whether
revenue should be recognised in the amount of the contractually
agreed rent. For the review, we held discussions with the Executive
Board and consulted internal specialists. For a risk-oriented selec-
tion of contracts and for the current standard lease and for the pre-
vious standard lease versions, we also reviewed the contractual
provisions, inter alia with regard to the existence of force majeure
clauses.
We also looked at the process of negotiating supplements to the
leases. As a first step, we obtained an overview of the supplemen-
tary agreements concluded and an understanding of what kind of
agreements were concluded for the past and for the future. We also
reviewed the resulting accounting effects and verified the complete
and correct recognition of the supplementary agreements in the
consolidated financial statements. In respect of the estimate of the
specific loss allowances required for future expected rent conces-
sions by the Company to its tenants, we obtained an understand-
ing of the methodology underlying the estimate and the assumptions
and data used in the estimate, and reviewed the reasonableness of
the estimate.
In the case of the shopping centers located abroad, we worked
together with the subdivision auditors to determine the different civil
law bases for claims to rental payments during the lockdown peri-
ods and derived the accounting effects on the consolidated financial
statements from this.
3.	
RECOGNITION AND MEASUREMENT
OF DEFERRED TAXES
Matter
Deutsche EuroShop AG reported deferred tax liabilities ­
totalling
€325.0 million in its consolidated financial statements as at 31 De­­
cember 2020. The recognition and measurement of deferred taxes in
the consolidated financial statements of Deutsche EuroShop AG take
account of complex tax matters in connection with property compa-
nies under the legal form of commercial partnerships.
The disclosures provided by Deutsche EuroShop AG on the deter­
mination and measurement of deferred taxes are included in sec-
tions “6. Significant accounting policies and valuation methods/
Investment properties” and “16. Deferred tax liabilities” of the notes
to the consolidated financial statements.
Deutsche EuroShop / Financial Report 2020 69
INDEPENDENT AUDITOR’S REPORT
Auditor’s review
We acknowledged the calculation of deferred taxes with respect to
their compliance with IAS 12. We also analysed the confirmation let-
ter of the tax consultant. We are satisfied with the competence and
independence of the tax consultant assisting Deutsche EuroShop AG
in the determination of deferred taxes. We also examined the deter-
mination method used to measure and report deferred taxes,
whereby we compared the values used with the tax calculations of
the company and the tax consultant by means of samples and ver-
ified the validity of the tax bases utilised. In auditing the deferred
taxes, we consulted internal specialists in the field of deferred taxes.
OTHER INFORMATION
The Executive Board and Supervisory Board are responsible for
other information. This includes:
•	 the separately published declaration on corporate governance
referred to in the section “Declaration on corporate governance”
of the combined management report,
•	 the Corporate Governance Report referred to in the “Declaration
on corporate governance” section of the combined management
report pursuant to No. 3.10 of the Deutscher Corporate Govern-
ance Kodex (DCGK – German Corporate Governance Code),
•	 the other sections of the annual report, with the exception of
the audited consolidated financial statements and combined
management report as well as our auditor’s report,
•	 the responsibility statement in accordance with section 297 (2)
sentence 4 HGB for the consolidated financial statements and
responsibility statement in accordance with section 315 (1)
­
sentence 5 HGB for the combined management report.
Our opinion on the consolidated financial statements and combined
management report does not extend to the other information and we
do not provide an opinion or any other form of audit conclusion in
this regard.
In connection with our audit of the consolidated financial statements,
we have a responsibility to read the other information and determine
whether the other information
•	 contains material discrepancies with the consolidated financial
statements, combined management report or the knowledge
acquired through our own audit, or
•	 appears to be misstated in any other way.
If, on the basis of the work we have carried out, we conclude that this
other information contains a material misstatement, we are obliged
to report this. We have nothing to report in this regard.
RESPONSIBILITY OF THE LEGAL REPRESENT-
ATIVES AND SUPERVISORY BOARD FOR THE
CONSOLIDATED FINANCIAL STATEMENTS AND
COMBINED MANAGEMENT REPORT
The legal representatives are responsible for preparing the consoli-
dated financial statements in compliance with IFRS as adopted by the
EU and the supplementary provisions of German law required to be
applied under section 315e (1) HGB, and for ensuring that the consol-
idated financial statements give a true and fair view of the net assets,
financial position and results of operations of the Group in accord-
ance with these requirements. Further, the legal representatives are
responsible for any internal control they deem relevant to prepara-
tion of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the legal repre-
sentatives are responsible for assessing the Group’s ability to con-
tinue as a going concern, disclosing, as applicable, matters related
to going concern. In addition, they are responsible for recognising
the ability to continue as a going concern on the going concern basis
of accounting, unless there is an intent to liquidate the Group or dis-
continue business operations or there is no realistic alternative to
these options.
Furthermore, the legal representatives are responsible for prepar-
ing a combined management report that as a whole provides a suita-
ble understanding of the Group’s position, is consistent with the con-
solidated financial statements in all material respects, complies with
the provisions of German law and suitably presents the opportunities
and risks of future development. The legal representatives are also
responsible for any precautions and measures (systems) they deem
necessary to enable the combined management report to be pre-
pared in accordance with the applicable provisions of German law,
and to enable sufficient and appropriate evidence to be provided for
the statements in the combined management report.
The supervisory board is responsible for monitoring the Group’s
accounting process for the preparation of the consolidated financial
statements and combined management report.
Financial Report 2020 / Deutsche EuroShop
70
INDEPENDENT AUDITOR’S REPORT
RESPONSIBILITY OF THE AUDITOR FOR
THE AUDIT OF THE CONSOLIDATED
­
FINANCIAL STATEMENTS AND COMBINED
­MANAGEMENT REPORT
Our objective is to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from mate-
rial misstatements, whether due to fraud or error, and whether
the combined management report as a whole provides a suitable
understanding of the Group’s position, is consistent with the consol-
idated financial statements and the findings of the audit in all mate-
rial respects, complies with the provisions of German law, and suita-
bly presents the opportunities and risks of future development; and
to provide an auditor’s report containing our opinion on the consoli-
dated financial statements and combined management report.
Reasonable assurance is a high level of assurance, but is not a guar-
antee that an audit performed in accordance with section 317 HGB
and the EU AR, taking into account the German generally accepted
standards for the auditing of financial statements promulgated by
the Institut der Wirtschaftsprüfer (IDW), will always detect a material
misstatement. These can arise from fraud or error and are consid-
ered material if, individually or in the aggregate, they could reason-
ably be expected to influence the economic decisions of users taken
on the basis of these consolidated financial statements and com-
bined management report.
As part of our audit, we exercise professional judgement and main-
tain professional scepticism. We also:
•	 identify and assess the risks of material misstatement of the con-
solidated financial statements and combined management report
(whether due to fraud or error), design and perform audit proce-
dures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The
risk of failing to detect a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresenta-
tions, or the override of internal control;
•	 obtain an understanding of internal control relevant to the audit of
the consolidated financial statements and precautions and meas-
ures relevant to the audit of the combined management report
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 these systems;
•	 evaluate the appropriateness of accounting policies used and the
reasonableness of estimates and related disclosures made by the
legal representatives;
•	 conclude on the appropriateness of the legal representatives’
use of the going concern basis of accounting and, based on the
audit evidence obtained, conclude whether a material uncertainty
exists related to events or conditions that may cast significant
doubt on the Group’s ability to continue as a going concern. If we
determine that a material uncertainty exists, we are required to
draw attention in the auditor’s report to the related disclosures
in the consolidated financial statements and combined manage-
ment report or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events or
conditions may cause the Group to cease to continue as a going
concern;
•	 evaluate the overall presentation, structure and content of the
consolidated financial statements, including the disclosures, and
evaluate whether the consolidated financial statements represent
the underlying transactions and events in a manner that gives a
true and fair view of the net assets, financial position and results
of operations of the Group in compliance with IFRS as adopted by
the EU and the supplementary provisions of German law required
to be applied under section 315e (1) HGB;
•	 obtain sufficient and appropriate audit evidence for the account-
ing information of the companies or business activities within the
Group in order to express an opinion on the consolidated financial
statements and combined management report. We are respon-
sible for providing guidance on, monitoring and performing the
audit of the consolidated financial statements. We bear sole
responsibility for our opinion;
•	 evaluate the consistency of the combined management report
with the consolidated financial statements, its legal counterpart
and the understanding it provides of the Group’s position;
•	 perform audit procedures for the forward-looking statements
made by the legal representatives in the combined manage-
ment report. On the basis of sufficient and appropriate audit evi-
dence, we acknowledge in particular the significant underlying
assumptions of the forward-looking statements made by the
legal ­
representatives and evaluate the appropriate derivation of
the forward-looking statements based on these assumptions. We
do not express a separate opinion on the forward-looking state-
ments or the underlying assumptions. There is a significant una-
voidable risk that future events will differ materially from the for-
ward-looking statements.
Deutsche EuroShop / Financial Report 2020 71
INDEPENDENT AUDITOR’S REPORT
We communicate with those responsible for monitoring regarding,
among other matters, the planned scope and timing of the audit and
significant audit findings, including any deficiencies in internal con-
trol that we identify during our audit.
We provide those responsible for monitoring with a statement that
we have fulfilled the relevant independence requirements and com-
municate with them regarding all relationships and other matters
which might reasonably be considered to have an effect on our inde-
pendence as well as the associated precautions taken.
From the matters communicated with those responsible for moni-
toring, we determine those matters that were of most significance
in the audit of the consolidated financial statements for the cur-
rent reporting period and are therefore the key audit matters. We
describe these matters in the auditor’s report unless law or regula-
tion ­
precludes public disclosure about the matter.
OTHER APPLICABLE LEGAL REQUIREMENTS
Note on the audit of the electronic reproductions of
the ­
consolidated financial statements and the combined
­
management report prepared for disclosure purposes
in accordance with section 317 (3b) HGB
Audit opinion
In accordance with section 317 (3b) HGB, we have performed a rea-
sonable assurance audit to determine whether the reproductions
of the consolidated financial statements and the combined man-
agement report (hereinafter also referred to as “ESEF documents”)
­
contained in the attached file [DESAG_KA20_ESEF.zip: 62965c0308
ca5c579ff79fcc152f13844b3ed7d325c5e66f522a9f199­395cdb4] and
prepared for disclosure purposes comply in all material respects
with the electronic reporting format (“ESEF format”) requirements
of section 328 (1) HGB. In accordance with German legal require-
ments, this audit extends only to the conversion of the information
contained in the consolidated financial statements and the combined
management report into ESEF format and therefore neither to the
information contained in these reproductions nor to any other infor-
mation contained in the aforementioned file.
In our opinion, the reproductions of the consolidated financial state-
ments and the combined management report contained in the afore-
mentioned attached file and prepared for the purpose of disclosure
comply in all material respects with the electronic reporting format
requirements of section 328 (1) HGB. Other than this opinion and our
opinions on the accompanying consolidated financial statements
and the accompanying combined management report for the finan-
cial year from 1 January 2020 to 31 December 2020 included in the
“Report on the audit for the consolidated financial statements and
combined management report” above, we do not express any opinion
on the information included in these reproductions or on the other
information included in the aforementioned file.
Basis for the audit opinion
We conducted our audit of the reproductions of the consolidated
financial statements and the combined management report con-
tained in the aforementioned attached file in accordance with sec-
tion 317 (3b) HGB, taking into account the draft IDW Auditing Stand-
ard: Audit of electronic reproductions of financial statements and
management reports prepared for disclosure purposes in accord-
ance with section 317 (3b) HGB (IDW EPS 410). Our responsibility
thereunder is further described in the section “Auditor’s responsibil-
ity for the audit of the ESEF documents”. Our auditing practice meets
the requirements of the quality assurance system of the IDW quality
assurance standard: Requirements for quality assurance in auditing
practice (IDW QS 1) were applied.
Responsibility of the Executive Board and Supervisory Board
for the ESEF documents
The Executive Board is responsible for the preparation of the ESEF
documents containing the electronic reproductions of the consoli-
dated financial statements and the combined management report
in accordance with section 328 (1) sentence 4 no. 1 HGB and for the
marking up of the consolidated financial statements in accordance
with section 328 (1) sentence 4 no. 2 HGB.
Furthermore, the Company’s management is responsible for such
internal controls as management determines is necessary to ena-
ble the preparation of ESEF documents that are free from material
non-compliance, whether due to fraud or error, with the electronic
reporting format requirements of section 328 (1) HGB.
The Executive Board of the Company is also responsible for submit-
ting the ESEF documents together with the auditor’s report and the
attached audited consolidated financial statements and audited com-
bined management report and other documents to be disclosed to
the operator of the German Federal Official Gazette.
The Supervisory Board is responsible for overseeing the preparation
of the ESEF documents as part of the financial reporting process.
Financial Report 2020 / Deutsche EuroShop
72
INDEPENDENT AUDITOR’S REPORT
Auditor’s responsibility for the audit of the ESEF documents
Our objective is to obtain reasonable assurance about whether the
ESEF documents are free from material non-compliance, whether
due to fraud or error, with the requirements of section 328 (1) HGB.
As part of our audit, we exercise professional judgement and main-
tain professional scepticism. We also:
•	 identify and assess the risks of material non-compliance with
the requirements of section 328 (1) HGB, 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.
•	 obtain an understanding of internal controls relevant to the audit
of the ESEF documents 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 these systems.
•	 assess the technical validity of the ESEF documents, i. e. whether
the file containing the ESEF documents complies with the require-
ments of Delegated Regulation (EU) 2019/815, as amended as at
the reporting date, on the technical specifications for that file.
•	 assess whether the ESEF documents provide a consistent XHTML
representation of the audited consolidated financial statements
and the audited combined management report.
•	 assess whether the marking up of ESEF documents with inline
XBRL technology (iXBRL) provides an adequate and complete
machine-readable XBRL copy of the XHTML representation.
Other disclosures according to article 10 EU AR
We were elected as auditor by the Annual General Meeting on
16 June 2020. We were appointed by the Chair of the Audit Commit-
tee on 16 August 2020. We have audited the consolidated financial
statements of Deutsche EuroShop AG on a continuous basis since
the 2005 financial year.
We hereby declare that the opinion in this auditor’s report is consist-
ent with the supplementary report issued to the Audit Committee in
accordance with article 11 EU AR (audit report).
RESPONSIBLE AUDITOR
The auditor responsible for the audit is Christoph Hyckel.
Hamburg, 7 April 2021
BDO AG
Wirtschaftsprüfungsgesellschaft
(signed) Oleski		 (signed) Hyckel
Auditor		Auditor
Deutsche EuroShop / Financial Report 2020 73
INDEPENDENT AUDITOR’S REPORT
The Brussels-based European Public Real Estate Association (EPRA)
has set itself the goal of improving the transparency and compara-
bility of reports published by listed companies in Europe. To this end,
EPRA has defined key figures in its Best Practice Recommendations.
Deutsche EuroShop supports this goal as a member of EPRA.
The currently valid version1
of the EPRA Best Practice Recommenda-
tions (hereinafter “BPR”) was used to determine the key figures. The
current revised version of the BPR was published in October 2019.
A key change is the introduction of three net asset value metrics,
replacing the previous key figures EPRA NAV and EPRA NNNAV.
OVERVIEW OF EPRA KEY FIGURES
31.12.2020 31.12.2019 Change
in € thousand per share in € in € thousand per share in €
+/-
in € thousand in %
EPRA earnings 124,536 2.02 158,260 2.56 -33,724 -21.3
EPRA NRV 2,540,009 41.11 2,868,630 46.43 -328,621 -11.5
EPRA NTA 2,309,711 37.38 2,613,365 42.30 -303,654 -11.6
EPRA NDV 1,934,235 31.31 2,139,458 34.63 -205,223 -9.6
EPRA NAV 2,309,724 37.38 2,613,390 42.30 -303,666 -11.6
EPRA NNNAV 1,934,235 31.31 2,139,458 34.63 -205,223 -9.6
31.12.2020 31.12.2019 Change
in % in % in % points
EPRA net initial yield (EPRA NIY) 5.3 5.1 0.2
EPRA “topped-up” net initial yield 5.4 5.1 0.3
EPRA cost ratio
(incl. direct vacancy costs) 27.3 13.4 13.9
EPRA cost ratio
(excl. direct vacancy costs) 26.6 13.0 13.6
EPRA vacancy rate 4.6 2.4 2.2
1	
The currently valid version of the EPRA Best Practice Recommendations can be found at
http://www.epra.com/finance/financial-reporting/guidelines
EPRA
REPORTING
EPRA REPORTING
Financial Report 2020 / Deutsche EuroShop
74
EPRA EARNINGS
EPRA earnings represent sustained operating earnings and thus lay
the foundation for a real estate company’s ability to pay a dividend.
To calculate this, the profit/loss for the year is adjusted to reflect
any income components that have no sustained, recurring impact on
operational performance. EPRA earnings are therefore essentially
comparable with the “funds from operations” (FFO) parameter that
we employ. In contrast to EPRA earnings, however, FFO are adjusted
for all non-cash deferred taxes and, in this financial year, the income
from a tax refund.
EPRA EARNINGS
31.12.2020 31.12.2019 Change
in € thousand in € thousand per share in € in € thousand in € thousand per share in € per share in € in %
Consolidated profit -251,717 -4.07 112,091 1.81 -5.88 -324.9
Measurement gains/
losses investment
properties 353,837 94,188
Measurement gains/
losses investment
properties (at equity) 73,786 25,854
Measurement gains/losses
investment properties1
427,623 6.92 120,042 1.94 4.98 256.7
Measurement gains/
losses derivative
financial instruments 0 0
Measurement gains/
losses derivative
­financial instruments
(at equity) -88 -350
Measurement gains/
losses derivative financial
instruments1
-88 0.00 -350 0.00 0.00 –
Goodwill write-down 2,008 0.03 0 0.00 0.03 –
Deferred taxes on
adjustments1
-53,290 -0.86 -73,523 -1.19 0.33 -27.7
EPRA EARNINGS2
124,536 2.02 158,260 2.56 -0.54 -21.1
Weighted number of
no-par-value shares issued 61,783,594 61,783,594
1	
Including the share attributable to equity-accounted joint ventures and associates
2	
EPRA earnings include a one-off tax refund in the prior-year period, including interest accrued for previous years.
Without this tax refund, EPRA earnings would have totalled €149.3 million or €2.41 per share.
EPRA EARNINGS
in € million / in € per share
58.2 61.8
61.8
Weighted number of shares in million
61.8
53.9
2017
141.3
2.42
2019
158.3
2.56
2018
147.4
2.39
2020
124.6
2.02
2016
123.7
2.29
EPRA REPORTING
Deutsche EuroShop / Financial Report 2020 75
NET ASSET VALUE – CHANGES IN
EPRA KEY FIGURES
The revised BPR introduced the following three new net asset value
metrics to replace the previous key figures EPRA NAV and EPRA
NNNAV:
EPRA net reinstatement value (EPRA NRV):
The EPRA NRV determines the long-term net asset value that would
be required to rebuild the entity in this form. This approach excludes
sales of assets and consequently does not include deferred taxes.
The ancillary acquisition costs needed to rebuild the entity are added
back at their appraisal value.
EPRA net tangible assets (EPRA NTA):
In the case of Deutsche EuroShop, the EPRA NTA is comparable to
the EPRA NAV used previously and represents the net asset value
based on a long-term business model. To do so, Group equity is
adjusted for assets and liabilities that are unlikely to be realised if
held over the long term. In contrast to the EPRA NAV, the EPRA NTA
does not take account of intangible assets and provides three options
for the recognition or non-recognition of deferred taxes. As with the
EPRA NAV, Deutsche EuroShop does not include deferred taxes when
calculating the EPRA NTA because Deutsche EuroShop’s business
model is geared towards generating long-term rental income rather
than selling shopping centres for short-term profit.
EPRA net disposal value (EPRA NDV):
The EPRA NDV indicates the net asset value that would result if the
assets and liabilities were not held to maturity. The EPRA NDV thus
also factors in assets and liabilities measured at fair value as at
the reporting date, which are unlikely to be realised taking a long-
term view. In addition, it is assumed that the deferred taxes from the
­
balance sheet and from the fair value measurement of the ­
financial
liabilities will be realised and will therefore have to be deducted.
For comparison purposes, the three new EPRA key figures are com-
pared with the key figures used previously.
EPRA NET ASSET VALUE METRIC AS AT 31.12.2020
in € thousand
new EPRA key figures previous EPRA key figures
EPRA NTA EPRA NRV EPRA NDV EPRA NAV EPRA NNNAV
Equity 2,003,246 2,003,246 2,003,246 2,003,246 2,003,246
Derivative financial instruments measured at fair value1
26,138 26,138 26,138
Deferred taxes on investment properties and derivative
financial instruments1
332,059 332,059 332,059
Goodwill as a result of deferred taxes -51,719 -51,719 -51,719 -51,719 -51,719
Intangible assets -13
Difference between non-accounted financial liabilities
measured at fair value and their carrying amount1
-21,677 -21,677
Deferred taxes on difference between non-accounted financial
liabilities measured at fair value and their carrying amount1
4,385 4,385
Less ancillary acquisition costs1
230,285
2,309,711 2,540,009 1,934,235 2,309,724 1,934,235
Number of no-par-value shares issued as at the reporting date 61,783,594 61,783,594 61,783,594 61,783,594 61,783,594
per share in € 37.38 41.11 31.31 37.38 31.31
1	
Including the share attributable to equity-accounted joint ventures and associates
EPRA REPORTING
Financial Report 2020 / Deutsche EuroShop
76
EPRA NET ASSET VALUE METRIC AS AT 31.12.2019
in € thousand
new EPRA key figures previous EPRA key figures
EPRA NTA EPRA NRV EPRA NDV EPRA NAV EPRA NNNAV
Equity 2,249,573 2,249,573 2,249,573 2,249,573 2,249,573
Derivative financial instruments measured at fair value1
33,726 33,726 33,726
Deferred taxes on investment properties and derivative
financial instruments1
383,818 383,818 383,818
Goodwill as a result of deferred taxes -53,727 -53,727 -53,727 -53,727 -53,727
Intangible assets -25
Difference between non-accounted financial liabilities
measured at fair value and their carrying amount1
-70,834 -70,834
Deferred taxes on difference between non-accounted financial
liabilities measured at fair value and their carrying amount1
14,446 14,446
Less ancillary acquisition costs1
255,240
2,613,365 2,868,630 2,139,458 2,613,390 2,139,458
Number of no-par-value shares issued as at the reporting date 61,783,594 61,783,594 61,783,594 61,783,594 61,783,594
per share in € 42.30 46.43 34.63 42.30 34.63
1	
Including the share attributable to equity-accounted joint ventures and associates
EPRA NRV
EPRA NTA
EPRA NDV
in € million
EPRA NRV / NTA / NDV
per share in € / in € million
2017
61.8
2,932.8
2,668.4
2,119.5
47.47
34.30
43.19
2,929.8
2,667.5
2,114.4
2018
61.8
47.42
34.22
43.17
2,868.6
2,613.4
2,139.5
2019
61.8
46.43
34.63
42.30
2,540.0
2,309.7
1,934.2
2020
61.8
41.11
31.31
37.38
2016
53.9
2,578.2
2,332.6
1,833.9
47.79
34.00
43.24
Number of shares as at the reporting date in million
EPRA REPORTING
Deutsche EuroShop / Financial Report 2020 77
EPRA NET INITIAL YIELD AND EPRA
“TOPPED-UP” NET INITIAL YIELD
EPRA net initial yield is calculated on the basis of annualised rental
income as at the reporting date less the costs that are not alloc­
able to tenants, calculated in proportion to the market value of the
property including ancillary acquisition costs. EPRA “topped-up” net
initial yield also takes into account granted rental incentives in the
determination of annualised rental income.
EPRA NET INITIAL YIELD (EPRA NIY) AND
EPRA “TOPPED-UP” NET INITIAL YIELD
31.12.2020 31.12.2019
in € thousand in € thousand in € thousand in € thousand
Market value investment properties 3,437,145 3,822,786
Market value investment properties
(at equity) 584,591 654,206
Market value investment properties 4,021,736 4,476,992
Less expanded space1
-5,560 -5,560
Less ancillary acquisition costs1
230,285 255,240
Market value investment properties
(gross) 4,246,461 4,726,672
Annualised rental income1
254,342 263,249
Non-allocable property expenses1
-27,452 -22,041
Annualised net rental income 226,890 241,208
Rental incentives and other rental
adjustments1
631 742
Annualised “topped-up”
net rental income 227,521 241,950
EPRA net initial yield (EPRA NIY) 5.3% 5.1%
EPRA “topped-up” net initial yield 5.4% 5.1%
1	
Including the share attributable to equity-accounted joint ventures and associates
EPRA REPORTING
Financial Report 2020 / Deutsche EuroShop
78
EPRA VACANCY RATE
The EPRA vacancy rate is the ratio of the market value of vacant
space to the market rent of the entire portfolio as at the reporting
date.
EPRA VACANCY RATE
31.12.2020 31.12.2019
in € thousand in € thousand
Market rent for vacancy1
11,169 6,143
Total market rent1
243,640 253,419
EPRA vacancy rate 4.6% 2.4%
1	
Including the share attributable to equity-accounted joint ventures and associates
EPRA COST RATIO
The EPRA cost ratio compares the sum of operating and adminis-
trative costs with rental income, allowing for an estimation of cost
efficiency across comparable real estate companies. Operating and
administrative costs comprise all expenses that cannot be allocated
or passed on from the management of the property portfolio (exclud-
ing depreciation, interest and taxes) as well as Group management
costs.
EPRA COST RATIO
31.12.2020 31.12.2019
in € thousand in € thousand
Operating and administrative costs for property 1, 2
34,612 33,936
Write-downs and derecognition of receivables1
34,231 1,900
Other operating expenses1
excluding financing costs 7,586 6,158
Other revenue from cost allocations and reimbursement1, 2
-6,737 -6,573
EPRA costs (incl. direct vacancy costs) 69,692 35,421
Direct vacancy costs1
-1,691 -904
EPRA costs (excl. direct vacancy costs) 68,001 34,517
Rental revenue (excluding cost allocations and
reimbursements) 1, 2
255,465 265,073
EPRA cost ratio (incl. direct vacancy costs) 3
27.3% 13.4%
EPRA cost ratio (excl. direct vacancy costs) 4
26.6% 13.0%
1	
Including the share attributable to equity-accounted joint ventures and associates
2	
The disclosure of non-allocable real property tax and insurance was changed in the reporting year and the prior-year figures have been adjusted for easier comparability.
Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”.
3	
The EPRA cost ratio (incl. direct vacancy costs) excluding write-downs and derecognition of receivables would be 13.9% (previous year: 12.6%).
4	
The EPRA cost ratio (excl. direct vacancy costs) excluding write-downs and derecognition of receivables would be 13.2% (previous year: 12.3%).
EPRA REPORTING
Deutsche EuroShop / Financial Report 2020 79
INVESTMENTS IN REAL ESTATE ASSETS
Investments in the Group’s real estate assets amounted to:
EPRA INVESTMENTS IN REAL ESTATE ASSETS
in € thousand
31.12.2020 31.12.2019
Group at equity Total Group at equity Total
Acquisitions 0 0 0 0 0 0
Developments,
new construction 0 0 0 0 0 0
Portfolio properties
(like-for-like portfolio) 15,053 4,170 19,223 19,324 3,099 22,423
Other 0 0 0 0 0 0
EPRA investments in
real estate assets 15,053 4,170 19,223 19,324 3,099 22,423
The increase in investments in portfolio properties was the result
of investments in the center infrastructure and in new rental areas,
as well as in the “At-your-service” and “Mail Beautification” invest-
ment programmes started in financial year 2018 and continued dur-
ing this financial year, which will further boost the attractiveness of
the shopping centers.
EPRA REPORTING
Financial Report 2020 / Deutsche EuroShop
80
REPORT OF
THE SUPER­
VISORY BOARD
DEAR SHAREHOLDERS,
Below I would like to report to you on the work of the Supervisory
Board in the past financial year.
COLLABORATION BETWEEN THE SUPERVISORY
BOARD AND THE EXECUTIVE BOARD
During financial year 2020, the Supervisory Board performed the
duties incumbent on it according to the law and the Articles of Asso-
ciation and closely oversaw the performance of Deutsche Euro-
Shop AG. The Executive Board coordinated the strategic orientation
of the Company with the Supervisory Board, and discussed the sta-
tus of implementing the strategy with us at regular intervals. The
Supervisory Board monitored and advised the Executive Board on its
management of the business, and the Executive Board informed us
regularly, promptly and in detail of business developments.
As the Chairman of the Supervisory Board, I was kept up to date in
timely fashion by the Executive Board on all important events of sig-
nificance for assessing the Company’s situation, development and its
management. I was also given ongoing, detailed briefings between
meetings of the Supervisory Board and its committees in regular
conference calls with the Executive Board. In 2020, the Executive
Committee was kept continuously informed about current develop-
ments and notified in advance about intended, more far-reaching
decisions of the Executive Board.
FOCUS OF ADVISORY ACTIVITIES
We conducted detailed examinations of our Company’s net assets,
financial position, results of operations and risk management at our
regular meetings. In this context, we also checked that the formal
conditions for implementing an efficient system of monitoring our
Company were met and that the means of supervision at our dis-
posal were effective.
We were informed on an ongoing basis of all significant factors
affecting the business. We considered the development of the
portfolio properties, specifically their sales and frequency trends,
the accounts receivable and occupancy rates, and the Company’s
liquidity position. Last year, we were also provided with prompt
and continuous information about the payment patterns of our ten-
ants. There were extensive and ongoing discussions at the meet-
ings held last year concerning the review and adjustment of Com-
pany strategy and the impact of the coronavirus pandemic and the
Report of the Super­visory Board
Deutsche EuroShop / Financial Report 2020 81
government-mandated protective measures on our tenants and on
our Company. Within this context, we also held regular consultations
focussing on liquidity planning for different scenarios. The corona­
virus pandemic has accelerated the growth of online retail due to the
imposed lockdown measures. The ongoing integration of online and
offline retail thus constituted a central component of consultations,
and the further integration of our shopping centers into the rap-
idly developing omni-channel distribution network was once again
assessed as strategically important for the positioning of our center
portfolio. The development status of the corresponding digitalisation
programme (“Digital Mall”) was discussed.
Regular discussions were conducted with the Executive Board
regarding trends on the capital, credit, real estate and retail markets
and the impact of these on the Company’s current and medium-term
situation. The Executive Board and Supervisory Board examined
various refinancing options. We received regular reports detailing
the turnover trends of our tenants and banks’ lending policies. The
Executive Board and Supervisory Board also held regular discus-
sions on how the Company was valued by the stock market and its
participants and made peer group comparisons. We also devoted a
lot of attention last year to the expected and implemented legisla-
tive changes that affect our Company. These included, in particular,
those changes to mitigate the impact of the pandemic. In accordance
with the requirements of the new Corporate Governance Code and
ARUG II (Act Implementing the Second Shareholders’ Rights Direc-
tive), we examined the creation of a new system of Executive Board
remuneration.
The Chairman of the Supervisory Board and the Executive Commit-
tee of the Supervisory Board also discussed other topical issues
with the Executive Board as required. Transactions requiring the
approval of the Supervisory Board or a committee were discussed
and decided on at the scheduled meetings. Where required, circu-
lar resolutions were passed in writing by the Supervisory Board
or the responsible committee for transactions of the Executive
Board requiring approval. All resolutions in the reporting period
were passed unanimously. To avoid conflicts of interest, any parties
affected abstained from voting. Some meetings were held without
the Executive Board present.
MEETINGS/TELEPHONE AND VIDEO
CONFERENCES
Financial year 2020 saw four regular meetings plus one special
meeting due to the special challenges posed by the Covid-19 pan-
demic. Although it was possible to hold the September meeting in
person, the other meetings took place as telephone or video con-
ferences. The Executive Committee met for one regular and four
extraordinary meetings by conference call. The Audit Committee
held four regular and two extraordinary meetings by conference call.
No member of the Supervisory Board attended only half or fewer
than half of the meetings of the Supervisory Board and the commit-
tees on which they serve during the reporting year. You can find the
individual attendance record of members of the Supervisory Board
in meetings of the Supervisory Board and its committees in the fol-
lowing overview:
Supervisory Board Member since Appointment ends Plenary
Executive
Committee Audit Committee Total
Reiner Strecker
(Chairman) 2012 2022 Annual General Meeting 5/5 5/5 6/6 100%
Karin Dohm
(Deputy Chairwoman) 2012 2022 Annual General Meeting 5/5 5/5 6/6 100%
Dr Anja Disput 2019 2024 Annual General Meeting 5/5 – – 100%
Henning Eggers 2019 2024 Annual General Meeting 5/5 5/5 6/6 100%
Dr Henning Kreke 2013 2023 Annual General Meeting 5/5 – – 100%
Alexander Otto 2002 2023 Annual General Meeting 5/5 – 1/1 100%
Claudia Plath 2019 2024 Annual General Meeting 5/5 – – 100%
Klaus Striebich 2012 2022 Annual General Meeting 5/5 – – 100%
Roland Werner 2015 2025 Annual General Meeting 5/5 – – 100%
Report of the Super­visory Board
Financial Report 2020 / Deutsche EuroShop
82
April conference calls
We held an extraordinary conference call on 3 April 2020 to address
the new circumstances during the first lockdown and the govern-
ment-mandated closure of stores in our shopping centers begin-
ning from mid-March 2020. The Executive Board explained the sit-
uation and outlined its assessment of the impact on our Company.
The focus here was on the expected loss of rent due to the threat
of tenant insolvencies, possible new legal regulations and the pay-
ment patterns of tenants. We discussed the liquidity situation and
liquidity planning in various risk scenarios. Given the very dynamic
developments in March 2020, we took advantage of this conference
call to approve and adopt the 2019 annual financial statements in
accordance with section 172 of the German Stock Corporation Act
and approve the 2019 consolidated financial statements, which had
originally been scheduled for 24 April 2020. The Executive Board pro-
vided us with the financial, accounting and tax aspects of the 2019
annual financial statements for this purpose. In addition, the auditors
explained the results of their audit of the annual financial statements
and referred to their supplementary audit in view of the significant
change in circumstances in recent weeks.
In the first regular conference call on 24 April 2020, the Executive
Board reported on current developments, including in particular on
the lockdown measures taken by governments in the various coun-
tries, the interim insolvencies, visitor number trends, retail sales of
our tenants and scope of rental payments. The Executive Board addi-
tionally provided information on the loans maturing over the next few
years and the refinancing that had been arranged in the meantime.
We devoted a lot of attention to updated liquidity planning on the
part of the Executive Board as well as its scenario assumptions. The
Executive Board reported in this context on postponing a substantial
portion of the planned investments for the current financial year. We
unanimously approved the proposed investment in the A10 Center to
accommodate a major tenant. We discussed and approved the pro-
posal by the Executive Committee to nominate Roland Werner for
re-election as a member of the Supervisory Board at the Annual
General Meeting. Finally, the agenda for the Annual General Meeting
was unanimously adopted. To avoid risks, we decided – also unan-
imously – to hold a virtual Annual General Meeting as proposed by
the Executive Board.
June conference call
After the virtual Annual General Meeting on 16 June 2020 had
re-elected Roland Werner to the Supervisory Board, as proposed by
the management, the Supervisory Board constituted itself in the sub-
sequent conference call on the same day. As a result, the distribu-
tion of responsibilities on the Supervisory Board and in the commit-
tees remained unchanged. The Executive Board reported to us on
current developments with regard to official pandemic-related regu-
lations, visitor frequencies, retail sales and rental payments, as well
as amounts outstanding. With the Executive Board we discussed the
liquidity situation and a current projection, which was prepared on
the basis of very simplified assumptions due to the high degree of
uncertainty about how the pandemic will unfold. It was not possible
to make a reliable forecast regarding the 2020 financial figures given
the inability to estimate how the coronavirus pandemic will evolve or
its impact on rental income and impairments in particular.
September meeting
Our 25 September 2020 meeting was held at the Rhein-Neckar-­
Zentrum. We dealt in depth with the Company’s strategy and the
measures derived from this. One of the mail focal points was the
measures intended by the Executive Board to mitigate risks from
events such as the coronavirus pandemic and to safeguard liquid-
ity. It was again not possible to make a reliable forecast regarding
the 2020 financial figures given the inability to estimate how the
corona­
virus pandemic will unfold and its impact on rental income
and impairments in particular. The Executive Board reported to us on
current developments in our portfolio and anticipated legal changes
in the environment of our business activities. The Executive Commit-
tee – in the absence of the Executive Board – notified the Supervisory
Board of the status of the measures to amend the Executive Board
remuneration structure in accordance with ARUG II and the German
Corporate Governance Code.
November video conference
In a video conference on 27 November 2020, the Executive Board
again reported to us on the current situation at the Company’s shop-
ping centers. The Executive Board explained its projections for finan-
cial year 2020 and also presented its assumptions and planning for
the years 2021 through to 2025. Both the projection and planning
for subsequent years were subject to considerable uncertainties
given the inability to estimate how the coronavirus pandemic will
unfold. This outlook was exacerbated by the significant increase in
the number of infections since the autumn and the associated lock-
down measures in all of the Company’s markets. It was still not pos-
sible to make a reliable forecast regarding the 2020 financial fig-
ures. Together we discussed the current analysis of the financial
covenants in the loan agreements and authorised the Capital ­
Market
Committee to vote on refinancing for the Phoenix-Center in Ham-
burg-Harburg. Finally, the Executive Board reported on the status
of plans to extend portfolio financing for City-Arkaden in Wuppertal,
City-Galerie in Wolfsburg and the Billstedt-Center in Hamburg. With-
out the Executive Board being present, the Executive Committee noti-
fied us of the interim results regarding the change to the Executive
Board remuneration system.
Report of the Super­visory Board
Deutsche EuroShop / Financial Report 2020 83
COMMITTEES
The Supervisory Board has established three committees: the Exec-
utive Committee, the Audit Committee and the Capital Market Com-
mittee. Each of the committees is made up of three members. The
Executive Committee of the Supervisory Board functions simultane-
ously as a nomination committee. Given the size of the Company and
the number of Supervisory Board members, we still consider the
number of committees and committee members to be appropriate.
During the reporting period, the Executive Committee convened via
a conference call in response to the pandemic on 17 March (extraor-
dinary), 23 March (extraordinary), 30 March, 11 May (extraordinary)
and 21 December 2020 (extraordinary). The Audit Committee met via
a conference call in response to the pandemic on 19 March (extra­
ordinary), 30 March and 3 April 2020 (extraordinary). In the extra­
ordinary telephone conferences on 17 March (Executive Committee)
and 19 March 2020 (Audit Committee), we held an intensive dialogue
with the Executive Board on the possible ramifications of the corona­
virus pandemic and the related uncertainties for the further devel-
opment of our Company. The discussion also addressed the planned
dividend for the 2019 financial year and thus the Executive Board’s
proposal for the appropriation of profits for the 2019 annual finan-
cial statements. We reached the decision with the Executive Board
to suspend the dividend payment due to the high level of uncertainty
regarding the scope and duration of the pandemic. In the presence
of the auditors and the Executive Board, the Audit Committee dis-
cussed the financial statements and the combined management
report for Deutsche EuroShop AG and the Group in conference calls
on 30 March and again on 3 April 2020 due to the rapidly changing
coronavirus situation.
The Audit Committee also discussed the quarterly statements and
the half-year financial report with the Executive Board in conference
calls on 11 May, 12 August and 11 November 2020; at all of these
calls the Executive Board reported on the current situation in our
shopping centers and the associated operational and financial impli-
cations in these conferences as well.
The Audit Committee issued the audit mandate to the auditor elected
by the Annual General Meeting, monitored the services provided by
the auditor and discussed the controls on the quality of the audit.
CORPORATE GOVERNANCE
In February 2020 and February 2021, together with the Executive
Board, we issued updated declarations of conformity in relation
to the recommendations of the Government Commission pursu-
ant to section 161 of the Aktiengesetz (German Public Companies
Act – AktG) and made this permanently available on the Deutsche
EuroShop AG website. A separate report on the implementation of
the German Corporate Governance Code (DCGK) is included in this
Annual Report. The members of the Supervisory Board and the Exec-
utive Board declared in writing at the beginning of 2021 that no con-
flicts of interest had arisen during financial year 2020.
We have published a matrix of the powers of the members of the
Supervisory Board in the “Declaration on Corporate Governance” in
order to demonstrate transparency in this area as well. We regu-
larly review the composition profile of the Supervisory Board and
will adjust it if necessary.
The Supervisory Board decided in 2017 that the Chairman of the
Supervisory Board can conduct talks with investors on topics of
relevance to the Supervisory Board in accordance with the recom-
mendations of the DCGK and the “Principles for Dialogue between
Investor and Supervisory Board”. No investor requested a meeting
in 2020.
Since the new election of the Supervisory Board on 12 June 2019,
five of the total of nine members of the Supervisory Board have been
independent.
Report of the Super­visory Board
Financial Report 2020 / Deutsche EuroShop
84
FINANCIAL STATEMENTS OF DEUTSCHE
­EUROSHOP AG AND THE GROUP FOR THE
PERIOD ENDING 31 DECEMBER 2020
At the Audit Committee meeting on 1 April 2021 and the regu-
lar Supervisory Board meeting on 9 April 2021, the Audit Commit-
tee and the Supervisory Board respectively examined in detail the
annual financial statements of Deutsche EuroShop AG in accordance
with German commercial law, and the consolidated financial state-
ments in accordance with International Financial Reporting Stand-
ards (IFRS), each as at 31 December 2020, as well as the combined
management report and Group management report for financial year
2020. The impact of the coronavirus pandemic on the future perfor-
mance of Deutsche EuroShop AG, as explained in the supplementary
report in the combined management report, were also discussed
with the Executive Board. The auditor explained to us all matters
which he regarded as being of particular significance for his audit of
the consolidated financial statements, doing so in a manner that was
easy to follow. The Supervisory Board shares the auditor’s assess-
ment of the importance of these matters for the consolidated finan-
cial statements. You can find details of these matters in the audi-
tor’s report.
The documents relating to the financial statements, the auditor’s
reports and the Executive Board’s proposal for the utilisation of the
unappropriated surplus were presented to us in good time. The audi-
tor appointed by the Annual General Meeting on 16 June 2020 – BDO
AG Wirtschaftsprüfungsgesellschaft, Hamburg – had already audited
the financial statements and issued an unqualified audit opinion in
each case. The auditor also confirmed that the accounting policies,
measurement methods and methods of consolidation in the con-
solidated financial statements complied with the relevant account-
ing provisions. In addition, the auditor determined in the course of
its assessment of the risk management system that the Execu-
tive Board had undertaken all required measures pursuant to sec-
tion 91 (2) AktG to promptly identify risks that could jeopardise the
continued existence of the Company.
The auditor’s representatives took part in the discussion of the
annual financial statements and the consolidated financial state-
ments on the occasions of the Audit Committee meeting on 1 April
2021 and the regular Supervisory Board meeting on 9 April 2021 and
explained the main findings.
The Supervisory Board has come to the conclusion that there are
no objections to be raised against the annual financial statements
or the audit conducted by the auditor. The combined management
report meets statutory requirements in the opinion of the Super­
visory Board. The Supervisory Board agrees with the statements in
the management report on the further growth of the Company. The
Supervisory Board has issued its agreement with the result of the
audit of the annual financial statements and approved the annual
financial statements of Deutsche EuroShop AG and the consolidated
financial statements of the Deutsche EuroShop Group; the annual
financial statements are therefore approved. In addition, the Super-
visory Board endorsed the Executive Board’s proposal for the appro-
priation of profits only to pay a dividend amounting to 4% of share
capital (equivalent to a total dividend of €2,471,343.76 or €0.04 per
share) from the unappropriated surplus remaining after allocation to
other retained earnings in accordance with section 254 (1) of the Ger-
man Stock Corporation Act (AktG) and to carry forward the remain-
ing amount of the unappropriated surplus of €41,311,535.80 to the
new accounts. Notwithstanding the recent suspension of or limits
on dividend payments due to the coronavirus, we intend to continue
our dividend policy focused on continuity once this exceptional situ-
ation has stabilised.
The impact of the coronavirus poses a particular challenge in day-
to-day work. At the beginning of the pandemic, the hygiene and dis-
tancing regulations were new to all of us. However, we managed very
quickly to develop and implement secure operating concepts for the
shopping centers and company administration. Together with the
Executive Board, we are making intensive efforts in this extraordi-
nary and ongoing pandemic situation to find the best possible solu-
tions for all stakeholders of Deutsche EuroShop AG to address the
challenges within our sphere of influence so together we can over-
come the difficulties posed by the crisis and put ourselves on the
right track.
The Supervisory Board would like to thank the Executive Board and
all employees of Deutsche EuroShop AG for their reliability, hard
work, dedication and commitment in light of these exceptional cir-
cumstances for all of us.
Hamburg, 9 April 2021
Reiner Strecker, Chairman
Report of the Super­visory Board
Deutsche EuroShop / Financial Report 2020 85
CORPORATE
GOVERNANCE
2020
AND DECLARATION ON
­CORPORATE GOVERNANCE
Deutsche EuroShop is a transparent company that operates in
accordance with a strategy geared towards long-term success. This
focus on constancy is a key aspect of our corporate culture. Based
on the legal and company-specific conditions governing manage-
ment of a listed company, we strive to promote the trust of inves-
tors, creditors, employees, business partners and the public in the
management and supervision of our Company. This goal is consistent
with the requirements of a demanding corporate governance sys-
tem. In conformity with principle 22 of the Deutscher Corporate Gov-
ernance Kodex (German Corporate Governance Code) as well as sec-
tion 289f (1) of the Handelsgesetzbuch (HGB – German Commercial
Code), this declaration contains a report by the Executive Board, also
on behalf of the Supervisory Board, on corporate governance.
OBJECTIVES AND STRATEGY
The management focuses on investments in high-quality shopping
centers in city centers and established locations offering the poten-
tial for stable, long-term value growth. A key investment target is the
generation of high surplus liquidity from leases in shopping centers,
which is paid out to shareholders in the form of an annual dividend.
To this end, the Company invests its capital in shopping centers in
different European regions in accordance with the principle of risk
diversification. Germany is the main focus of investment. Indexed and
turnover-linked commercial rents form the basis to achieve the high
earnings targets.
The Company may invest up to 10% of equity in joint ventures in
shopping center projects in the early stages of development.
New investments must be financed from a balanced mix of sources,
and borrowing may not account for more than 55% of financing
across the Group over the long term. As a general rule, long-term
interest rates are fixed when loans are taken out or renewed, with
the goal of keeping the duration (average fixed interest period) at
over five years.
DIVERSIFIED SHOPPING CENTER PORTFOLIO
Deutsche EuroShop AG holds a balanced, diversified portfolio of
shopping centers in Germany and other parts of Europe. We focus
our investment activities on prime (1a) locations in cities with a
catchment area of at least 300,000 residents in order to guarantee a
sustained high level of investment security.
Corporate Governance
Financial Report 2020 / Deutsche EuroShop
86
SEIZING OPPORTUNITIES AND
MAXIMISING VALUE
In line with our fundamental buy and hold strategy, we consistently
place greater importance on the quality and yield of our shopping
centers than on our portfolio’s rate of growth. We continuously mon-
itor the market and make portfolio adjustments through acquisitions
and sales when economically attractive opportunities arise. Rapid
decision-making chains as well as considerable flexibility regard-
ing potential investments and financing structures allow Deutsche
EuroShop to react to very wide-ranging competitive situations. At the
same time, the Group’s management focuses on optimising the value
of the existing portfolio of properties.
TAILORED RENT STRUCTURE
One key component of the rental model is a tailored rent struc-
ture. While individual owners in city centers are often concerned
with achieving the highest possible rents for their property (which
results in a monostructured retail offering), we ensure an attractive
sector mix and long-term optimisation of our rental income through
combined costing. Rental partners pay sector-specific and turn­
over-
linked rent that is regularly hedged through indexed minimum rents
during the rental period.
THE SHOPPING EXPERIENCE CONCEPT
We have outsourced center management to an experienced exter-
nal partner, Hamburg-based ECE Marketplaces GmbHCo. KG (for-
merly ECE Projektmanagement GmbHCo. KG) (ECE). ECE has been
designing, planning, building, letting and managing shopping centers
since 1965. The Company is currently the European market leader,
with around 200 shopping centers under management. We consider
professional center management to be the key to the success of a
shopping center. In addition to guaranteeing standard opening hours
and a consistently friendly, bright, safe and clean shopping environ-
ment, the center management can make use of unusual displays,
promotions and exhibitions to turn shopping into an experience. As
a long-term average, between 500,000 and 600,000 people visit our
21 centers on average every day and are captivated by not only the
variety of sectors represented but also by our wide range of thematic
exhibitions, casting shows, fashion shows and attractions for chil-
dren. As a result, the shopping centers become lively marketplaces
where there is always something new and spectacular on offer. In
addition, we are constantly adding new products and services that
are being developed as part of the ongoing integration of bricks-and-
mortar retailing and online shopping sites, for example Digital Mall,
and that further enhance the shopping experience and level of ser-
vice for our customers. Some of these include ClickCollect and
shop delivery services.
WORKING METHODS OF THE EXECUTIVE
AND SUPERVISORY BOARDS
The strategic orientation of the Company is coordinated between
the Executive Board and the Supervisory Board, and the progress
of strategy implementation is discussed at regular intervals. The
Executive Board is required to inform the Supervisory Board regu-
larly, promptly and in detail of business developments. The Executive
and Supervisory Boards examine the Company’s net assets, finan-
cial position and results of operations, as well as its risk manage-
ment, regularly and in detail. In this context, the formal conditions
for implementing an efficient system of managing and monitoring
the Company are checked, as is whether the means of super­
vision
are effective. The significant factors affecting the business are
determined by the Executive Board, which notifies the Supervisory
Board. The committees advise on the development of the portfolio
properties, their turnover trends, accounts receivable, occupancy
rates, construction measures and liquidity, as well as investment
cost trends for our new development projects. The sales trends
and payment patterns of tenants are observed in detail so that con-
sequences can be drawn from these at an early stage wherever
required.
New investment opportunities are examined by the Executive Board
and, if necessary, presented to the Supervisory Board at regular
Supervisory Board meetings. Investment decisions are made by the
Executive Board and then submitted to the Supervisory Board for
approval within the framework of a decision paper.
Moreover, the Executive and Supervisory Boards discuss develop-
ments on the capital and credit markets as well as the effects of
these not only on the Company’s strategy but also in terms of raising
equity and obtaining borrowed capital.
The Supervisory Board and its committees also discuss other topical
issues with the Executive Board as required. Transactions requiring
the approval of the Supervisory Board are discussed and resolved
upon at the scheduled meetings. Online retailing, its impact on foot-
fall and sales in centers and the countermeasures taken to combine
the strategic advantages of our shopping centers with the opportu-
nities afforded by e-commerce are becoming increasingly important
in reporting to the Executive Board. In financial year 2020, discus-
sions and decisions were focused on the short-term and expected
medium-term impacts of the COVID-19 pandemic. In addition, legal
changes within our Company are discussed between the Execu­
tive Board and the Supervisory Board at an early stage and any
changes that are potentially required to meet legal requirements are
prepared.
For transactions requiring approval, conference calls are also con-
ducted with the Supervisory Board or its committees and circular
resolutions are passed in writing.
Corporate Governance
Deutsche EuroShop / Financial Report 2020 87
CORPORATE GOVERNANCE
2020
The Government Commission for the German Corporate Governance
Code adopted a fundamentally amended German Corporate Govern-
ance Code on 16 December 2019, which came into force on 20 March
2020.
THE EXECUTIVE BOARD AND THE
­SUPERVISORY BOARD
The Supervisory and Executive Boards performed their statutory
duties in financial year 2020 in accordance with the applicable laws
and the Articles of Association. The strategic orientation of the Com-
pany was coordinated between the Executive Board and the Super-
visory Board, and the progress of strategy implementation was dis-
cussed at regular intervals. The Supervisory Board was informed
regularly, promptly and in detail of business developments and
the risk situation by the Executive Board. Detailed information on
the main areas of focus of its activities in financial year 2020 can
be found in its report in the Annual Report 2020 of Deutsche Euro-
Shop AG.
In financial year 2020, there were no advisory or other contracts for
work or services in existence between members of the Supervisory
Board and the Company.
COMPOSITION AND DIVERSITY
Supervisory Board
In 2015, the Supervisory Board added a diversity concept to the goals
specified in 2012 for its composition, both of which were confirmed
in 2017 and last updated in 2019. The Supervisory Board gears itself
towards the needs of a listed company with a small staff base which
makes long-term investments with high capital requirements. In
view of this, the intention is for the Supervisory Board to be primarily
composed of independent members of both genders who have spe-
cial knowledge and experience of the retail trade, the letting of retail
space, the management of shopping centers, the equity and debt
financing of listed real estate companies, of accounting principles
and internal control processes in accordance with German and/or
international regulations, and of corporate governance, law and busi-
ness management. It is intended that the proportion of women on the
Supervisory Board is at least 30%. The upper age limit for members
of the Supervisory Board is 70. The Supervisory Board also takes
the view that professional qualifications and skills should be the key
criteria for its members. For that reason, no rule has been adopted
as to the length of time for which members may serve on the board.
Since 2015 the Company has disclosed the skills provided by the indi-
vidual members of the Supervisory Board in the nomination process
for the elections to the Supervisory Board.
The current competence matrix is as follows:
Reiner
Strecker
Karin
Dohm
Dr Anja
Disput
Henning
Eggers
Dr Henning
Kreke
Alexander
Otto
Claudia
Plath
Klaus
Striebich
Roland
Werner
Retail sector x x x x x
Real estate x x x x
Business management x x x x x x x
Accounting x x x x x x
Funding x x x
Capital market x x x x x x
Law x x
Corporate governance x x x x x x x
Corporate Governance
Financial Report 2020 / Deutsche EuroShop
88
The German Corporate Governance Code states that a member of
the Supervisory Board “is not deemed independent if they have a
personal or business relationship with the Company, its govern-
ing ­
bodies, a controlling shareholder or an associate thereof that
could give rise to a material conflict of interest which is more than
temporary.” In 2015, the Supervisory Board of Deutsche Euroshop
AG stipulated that the materiality criterion does not apply to ten-
ants accounting for less than 1% of Group rental income. This is the
case for Roland Werner, Chair of the Management Board of Bijou
­
Brigitte Modische Accessoires AG, a tenant operating a total of some
1,000 shops. 21 of these are in shopping centers of Deutsche Euro-
shop AG.
Roland Werner’s mandate period ended at the virtual Annual
General  Meeting on 16 June 2020. The Annual General Meeting
re-elected Roland Werner as a member of the Supervisory Board at
the proposal of the Board of Directors.
Based on its own assessment, the Supervisory Board continues to
have an adequate number of independent members. Five of the nine
Supervisory Board members are independent. These are Reiner
Strecker, Karin Dohm, Dr. Anja Disput, Roland Werner and Klaus
Striebich.
The length of service on the Supervisory Board ranges from 1.5 to
18.5 years, the average being almost 7 years (as of 31 December
2020).
Last name Function Since
Until the AGM, which
will decide on … AGM in
Membership (years)
on the Supervisory Board
as of December 2020
Reiner Strecker Chairman 13.07.2012 2021 2022 8.5
Karin Dohm Deputy Chairwoman
and Financial Expert 13.07.2012 2021 2022 8.5
Klaus Striebich 13.07.2012 2021 2022 8.5
Alexander Otto 18.06.2002 2022 2023 18.5
Dr Henning Kreke 20.06.2013 2022 2023 7.5
Henning Eggers 12.06.2019 2023 2024 1.5
Dr Anja Disput 12.06.2019 2023 2024 1.5
Claudia Plath 12.06.2019 2023 2024 1.5
Roland Werner 18.06.2015 2024 2025 5.5
Durchschnitt: 6.8
The Supervisory Board assesses its effectiveness and that of its
committees (self-assessment) every two years on the basis of a
questionnaire. The members of the Supervisory Board have the
opportunity to express criticism, make suggestions and propose
improvements. The efficiency review has potential implications,
which are discussed on the Supervisory Board and, where neces-
sary, implemented in the Supervisory Board’s work. The last self-­
assessment took place in January 2021.
No deductible is provided for the DO insurance policy of the Super-
visory Board. In the Executive Board and Supervisory Board’s view,
a deductible has no effect on the sense of responsibility and loy-
alty with which the members of these bodies perform the duties and
functions assigned to them.
The Supervisory Board supervises and advises the Executive Board
in its management activities in accordance with the provisions of
German company law and its rules of procedure. It appoints mem-
bers of the Executive Board, and significant business transacted
by the Executive Board is subject to its approval. The Supervisory
Board is composed of nine members, who are elected by the Annual
­General Meeting.
The Supervisory Board has established the notification and reporting
duties to be met by the Executive Board. In addition to a three-mem-
ber Supervisory Board Executive Committee (which also func-
tions as a nomination committee), an Audit Committee and a Capital
Market Committee were established (each also consisting of three
members).
Corporate Governance
Deutsche EuroShop / Financial Report 2020 89
The members of the Supervisory Board are:
•	 Reiner Strecker, Chairman
•	 Karin Dohm, Deputy Chairwoman
•	 Dr Anja Disput
•	 Henning Eggers
•	 Dr Henning Kreke
•	 Alexander Otto
•	 Claudia Plath
•	 Klaus Striebich
•	 Roland Werner
Mr Strecker, Ms Dohm and Mr Eggers are members of the Super-
visory Board Executive Committee. The Executive Committee is
chaired by the Chairman of the Supervisory Board. The Committee
discusses urgent business matters and passes relevant resolutions.
Moreover, it is responsible for human resources issues concern-
ing the Executive Board and for reviewing the Company’s corporate
governance principles. The Executive Committee of the Supervisory
Board also fulfils the role of a nomination committee.
The Audit Committee consists of Ms Dohm as Financial Expert and
Chairwoman as well as Mr Strecker and Mr Eggers. It is responsible
for issues relating to financial reporting, auditing and the preparation
of the annual and consolidated financial statements. It supervises the
audit and assesses the quality of the auditor’s work as well as the
effectiveness of the internal control and risk management systems.
Former members of the Company’s Executive Board and the Chair-
man of the Supervisory Board generally do not chair the Audit Com-
mittee, to avoid conflicts of interest.
Mr Eggers, Dr Kreke and Mr Strecker are members of the Capital
Market Committee. The Capital Market Committee is chaired by Mr
Eggers. The position of Deputy Chairman is held by Mr Strecker. The
Supervisory Board’s powers relating to the utilisation of approved
capital and conditional capital were transferred to the committee
for decision-making and processing. In addition, decisions on the
approval of the Supervisory Board for loan agreements are also
dele­
gated to this committee in individual cases if these meet the cri-
teria of a transaction requiring approval.
Executive Board
The Executive Board of Deutsche EuroShop AG manages the Com-
pany in accordance with the provisions of German company law and
with its rules of procedure. The Executive Board’s duties, responsi-
bilities and business procedures are laid down in its rules of proce-
dure and in its schedule of responsibilities. The chief management
duties of the Executive Board are the management of the Group and
the determination of its strategic orientation and planning, and the
establishment, implementation and monitoring of risk management.
The diversity concept of the Supervisory Board for the ­
Executive
Board which originated in 2015 was given concrete shape and
expanded in April 2017. It proposes that the Executive Board should
consist of members of both sexes with a proportion of women of at
least 30%. The composition of the Executive Board should be geared
towards the needs of a listed company with a small staff base. This
should take into account the requirements of accounting with high
capital investment as well as the largely national activities in long-
term investment in retail properties. The members of the Execu-
tive Board are expected to have knowledge and experience in the
application of accounting principles and internal control procedures
according to German and/or international accounting standards, in
the retail trade as well as in the management of shopping centers,
in equity and debt financing, capital market, corporate governance,
corporate and personnel management, corporate acquisitions and
mergers, and in the purchase and sale of real estate. The focal points
of knowledge and experience should complement each other.
The upper age limit for members of the Executive Board is 60.
As of 31 December 2020, the Executive Board of Deutsche Euro-
Shop AG comprised two members.
Wilhelm Wellner
Born 8 March 1967
First appointed: 2015
Appointed until: 30 June 2025
Wilhelm Wellner joined Deutsche EuroShop in 2015, initially as a
member of the Executive Board, and assumed his present position
as CEO on 1 July 2015. He is also a managing director and director at
various companies in the Deutsche EuroShop Group.
Olaf Borkers
Born on 10 December 1964
First appointed: 2005
Appointed until: 30 September 2022
Olaf Borkers joined Deutsche EuroShop AG in 2005 as a member of
the Executive Board. He is also a Managing Director and Director at
various companies in the Deutsche EuroShop Group, and is respon-
sible for ESG issues (environmental, social and governance) on the
Executive Board.
Together with the Executive Board, the Supervisory Board ensures
long-term succession planning. The Supervisory Board devotes
particular attention to the deferred end of the terms of office of the
two Executive Board members in combination with their respective
experience and areas of expertise. Discussions and negotiations for
potentially extending terms of office begin at least one year before
the end of the current term of office, so that internal and external
successors can be appointed.
Corporate Governance
Financial Report 2020 / Deutsche EuroShop
90
Quota of women
The Supervisory Board and the Executive Board took into consider-
ation the Act on the Equal Participation of Women and Men in Execu-
tive Positions in the Private and Public Sector that entered into force
in 2015, and defined corresponding quotas. A quota of women of
at least 30% was set for the Supervisory Board and the Executive
Board. The Executive Board also set the same target for the man-
agement levels below the Executive Board. Given that there are five
employees in total, there is only one management level.
Since the quota was established in 2015, the target for the
nine-member Supervisory Board has been met with three female
members.
The quota of women on the two-member Executive Board as of
31 December 2020 was 0%.
In March 2021, Mr Wellner’s term in office on the Executive Board,
which ends on 31 December 2021, was extended until 30 June 2025
in view of his performance and qualifications. Continuity and experi-
ence gained with the business model are also important to the Com-
pany’s success, in particular during difficult periods. The expansion
of the Executive Board to three members is neither appropriate nor
reasonable due to the low number of employees and to the specifics
of a holding company.
The quota of women in the first management level below the Exec-
utive Board, which consists of two people, also stood at 0% on
31 December 2020.
SHAREHOLDINGS
Executive Board
As of 31 December 2020, the Executive Board held a total of 8,500
shares, less than 1% of Deutsche EuroShop AG’s share capital.
Supervisory Board
As of 31 December 2020, the Supervisory Board held a total of
12,421,462 shares, and hence more than 1% of Deutsche EuroShop’s
share capital.
In addition to the general statutory provisions requiring public disclo-
sure, the rules of procedure of the Executive Board and of the Super-
visory Board govern the reporting duties of Executive and Super-
visory Board members in the event of dealings involving shares in
the Company or related rights of purchase or sale, as well as rights
directly dependent on the Company’s share price.
Directors’ dealings
The following securities transactions by members of the Executive
Board and of the Supervisory Board or by certain persons related
to members of the executive bodies were notified to Deutsche Euro-
Shop AG during financial year 2020 in accordance with section 15a
of the Wertpapierhandelsgesetz (WpHG – German Securities Trad-
ing Act):
Name/Firma
Name of financial
instrument
Type of
transaction Date Price (€) Number
Total
volume (€) Place
Klaus Striebich Share* Purchase 25.09.2020 9.537 3,000 28,611.00 Tradegate
Claudia Plath Share* Purchase 28.09.2020 10.04 1,000 10,040.00 Xetra
Kommanditgesellschaft CURA
­Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 10.00 2,031 20,310.00
CBOE EUROPE – BXE
DARK ORDER BOOK
Kommanditgesellschaft CURA
­Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 9.9681 11,325 112,889.22
CBOE EUROPE –
BXE PERIODIC
Kommanditgesellschaft CURA
Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 10.00 9,703 97,030.00 Posit Dark
Kommanditgesellschaft CURA
Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 9.9973 3,388 33,871.00 UBS MTF
Kommanditgesellschaft CURA
Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 10.00 50,000 500,000.00
CBOE Europe –
LIS Service
Kommanditgesellschaft CURA
Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 10.00 1,474 14,740.00 Xetra
Kommanditgesellschaft CURA
Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 9.9325 50,000 496,625.00 Liquidnet Systems
Kommanditgesellschaft CURA
Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 9.9906 6,416 64,099.70 CXE DARK
*	 ISIN: DE0007480204
Corporate Governance
Deutsche EuroShop / Financial Report 2020 91
Name/Firma
Name of financial
instrument
Type of
transaction Date Price (€) Number
Total
volume (€) Place
Kommanditgesellschaft CURA
Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 9.9427 37,266 370,524.67 Turquoise Plato
Claudia Plath Share* Purchase 29.09.2020 10.01 3,000 30,030.00 Xetra
Kommanditgesellschaft CURA
Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 30.09.2020 10.4923573 55,000 577,079.65
Outside a
trading venue
Kommanditgesellschaft CURA
Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 01.10.2020 10.786717 108,047 1,165,472.39
Outside a
trading venue
Kommanditgesellschaft CURA
Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 02.10.2020 10.850239 6,561 71,188.42
Outside a
trading venue
Claudia Plath Share* Sell 23.10.2020 12.07 2,000 24,140.00 Xetra
*	 ISIN: DE0007480204
RELATIONSHIPS WITH SHAREHOLDERS
Shareholders exercise their rights in matters concerning the Com-
pany at the Annual General Meeting. The Annual General Meet-
ing elects the members of the Supervisory Board and passes res-
olutions approving the actions of the Executive and Supervisory
Boards. It decides on the utilisation of the unappropriated surplus
and amendments to the Company’s Articles of Association. The
Annual General Meeting, at which the Executive and Supervisory
Boards give an account of the past financial year, takes place once a
year. When resolutions are adopted at the Annual General Meeting,
each share confers entitlement to one vote in line with the principle
of “one share, one vote”. All shareholders are entitled to attend the
Annual General Meeting and to speak and submit questions about
items on the agenda. The COVID-19 Mitigation Act allowed com­
panies
to hold a virtual Annual General Meeting in financial year 2020 to
avoid the risk of infections. In this context, the rights of share­
holders
were partially restricted. Our Company also held a virtual Annual
General Meeting in June 2020. In doing so, the management endeav-
oured to ensure maximum transparency: In the run-up to the Annual
General Meeting, the speech of the Executive Board was published
on the Internet three days before the end of the period for submit-
ting questions, and at the Annual General Meeting all questions were
answered in detail by the management.
Deutsche EuroShop reports to its shareholders and to the public on
the Company’s business performance, financial position and results
of operations four times a year in line with a financial calendar. Press
releases also inform the public and the media of Company activities.
Information that may materially influence the Company’s share price
is published in the form of ad hoc disclosures in accordance with the
statutory requirements.
The Executive Board gives regular presentations to analysts at
­
physical and virtual conferences and at investor events as part of
the Company’s investor relations activities. Analyst conferences
on the release of the annual and quarterly financial statements are
streamed on the Internet, where they are available to anyone inter-
ested in the Company. In addition, Deutsche EuroShop AG provides
financial information and other information about the Deutsche
­
EuroShop Group on its website.
COMPLIANCE MANAGEMENT
The Executive Board has set up a compliance management system
suitable for a holding company and gives appropriate consideration
to legal and corporate governance requirements at a key affiliated
service provider. In financial year 2019, the compliance management
system and the internal control system (ICS) were adapted in par-
ticular to the requirements of ARUG II (Act on the Implementation of
the Shareholders’ Rights Directive), which came into force on 1 Jan-
uary 2020. The Company set up a whistleblower system for the col-
lection of anonymous internal and external information in the first
quarter of 2018.
ACCOUNTING AND AUDITS
The Deutsche EuroShop Group prepares its financial statements
according to International Financial Reporting Standards (IFRS) on
the basis of section 315a of the Handelsgesetzbuch (HGB – German
Commercial Code). The annual financial statements of Deutsche
EuroShop AG will continue to be prepared in line with the accounting
provisions of the HGB. The Executive Board is responsible for prepa-
ration of the financial statements. The Chairwoman of the Audit Com-
mittee commissions the auditor of the annual financial statements,
as elected by the Annual General Meeting. The stricter requirements
for auditor independence are met in this process.
Corporate Governance
Financial Report 2020 / Deutsche EuroShop
92
At the Annual General Meeting on 16 June 2020, BDO AG Wirtschaft-
sprüfungsgesellschaft was elected as the statutory auditor for the
consolidated financial statements for financial year 2020. BDO AG
Wirtschaftsprüfungsgesellschaft audited the annual and consoli-
dated financial statements of Deutsche EuroShop AG from 2005 to
2020 without interruption. The responsible auditors within the audit
company changed several times during the above-mentioned period.
The current auditor, Christoph Hyckel, audited the annual financial
statements of our Company for the seventh time in this function in
2020. For the auditor and co-signatory Olaf Oleski, this is the first
audit of our Company’s annual financial statements. BDO also pro-
vided other consultancy services for our Company in financial year
2020 in the amount of €4 thousand.
OUTLOOK
The composition of the Supervisory Board changed significantly with
the election of three new members in June 2019. Its adequate com-
position is assured, and it is also ensured that the specifications of
the German Corporate Governance Code will be complied with in a
balanced manner.
DECLARATION OF CONFORMITY
In February 2021, the Executive and Supervisory Boards of the Com-
pany jointly submitted their updated declaration of conformity with
the recommendations of the Government Commission on the Ger-
man Corporate Governance Code for financial year 2021 in accord-
ance with section 161 of the Aktiengesetz (AktG – German Public
Companies Act). The declaration was made permanently available to
the public on the Company’s website at www.deutsche-euroshop.de.
Joint declaration by the Executive and Supervisory Boards of
Deutsche EuroShop AG relating to the recommendations of the
Government Commission on the German Corporate Governance
Code in accordance with section 161 AktG
The Executive Board and the Supervisory Board of Deutsche Euro-
Shop AG declare that the Company has complied with, and will con-
tinue to comply with, the recommendations of the Government Com-
mission on the German Corporate Governance Code (as published by
the German Federal Ministry of Justice in the official section of the
electronic German Federal Gazette (Bundesanzeiger) on 4 July 2003,
and as amended on 16 December 2019), subject to a limited number
of exceptions as indicated below.
The consolidated financial statements are published within
120 days of the end of the financial year (Code section F.2).
It is important to the Company to publish audited financial state-
ments that have been approved by the Supervisory Board. An earlier
publication date is not feasible due to the schedules for the prepa-
ration, auditing and adoption of the financial statements. Unaudited
data of relevance to the capital market is published in advance.
The required adjustment to the remuneration system of
the ­
Executive Board on the basis of ARUG II has not yet been
completed (Code sections G.1 to G.5).
The recommendations contained in sections G.1 to G.5 of the Ger-
man Corporate Governance Code relate to a remuneration system
of the Executive Board as defined by the Act Implementing the Sec-
ond Shareholder Rights Directive (ARUG II). The current remunera-
tion system of the Company’s Executive Board does not meet these
recommendations in full.
The Supervisory Board intends to present a remuneration system
for the Executive Board to the Annual General Meeting on 18 June
2021, thus within the implementation deadline specified by ARUG II.
Hamburg, 16 February 2021
The Executive Board and the Supervisory Board
Deutsche EuroShop AG
Corporate Governance
Deutsche EuroShop / Financial Report 2020 93
 LEGAL
Published by
Deutsche EuroShop AG, Heegbarg 36, 22391 Hamburg
Phone.: +49 (0)40 - 41 35 79 0, Fax: +49 (0)40 - 41 35 79 29
www.deutsche-euroshop.com, ir@deutsche-euroshop.com
Art Direction  Design
Silvester Group, Hamburg
DISCLAIMER
Information on wording: Wherever any terms indicating the male
gender only (he, him, etc.) have, in the interests of simplicity, been
used in this Annual Report, such references should be construed as
referring equally to the female gender. Trademarks: All trademarks
and brand or product names mentioned in this Annual Report are
the property of their respective owners. This applies in particular
to DAX, MDAX, SDAX and Xetra, which are registered trademarks
and the property of Deutsche Börse AG. Rounding and rates of
change: Percentages and figures stated in this report may be sub-
ject to rounding differences. The prefixes before rates of change
are based on economic considerations: improvements are indicated
by a plus (+); deteriorations by a minus (–). Forward-looking state-
ments: This Annual Report contains forward- looking statements
based on estimates of future developments by the Executive Board.
The statements and forecasts represent estimates based on all of
the information available at the current time. If the assumptions on
which these statements and forecasts are based do not materialise,
the actual results may differ from those currently being forecast.
Publications for our shareholder: Annual Report (in English and
German), Quarterly Statement 3M 2020, Quarterly Statement 9M
2020 and Interim Report H1 2020 (in English and German). Online
Annual Report: The Deutsche EuroShop Annual Report can be
downloaded in PDF format or accessed as an interactive online
report at deutsche-­
euroshop.com. This Annual Report is also
available in German. In the event of conflicts the German-language
version shall prevail.
Convenience Translation – the German version is the only binding version
 Legal / Disclaimer
Financial Report 2020 / Deutsche EuroShop
94
 Legal
Altmarkt-Galerie Dresden
2001 2004
2003
2002
2014
2013
2012
2011 2015
2009
2008
2007
2006 2010
2005
2019
2018
2017
2016 2020
20 YEARS

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Deutsche EuroShop | Financial Report 2020

  • 1. FINANCIAL REPORT 20 feelestate.de an . tici.p a .tion * ANNUAL REPORT   2020
  • 2. CONTENTS  KEY FIGURES 1 COMBINED ­ MANAGEMENT REPORT 2 Basic information about the Group 2 Economic review 4 Report on events after the reporting date 17 Outlook18 Risk report 19 Opportunity report 26 Remuneration report 27 Acquisition reporting 29 Declaration on ­ corporate governance 30 Reporting on the ­ separate financial statements 30 CONSOLIDATED FINANCIAL STATEMENTS 34 Consolidated balance sheet 34 Consolidated income statement 36 Statement of comprehensive income 37 Consolidated statement of changes in equity 37 Consolidated cash flow statement 38 Notes39 RESPONSIBILITY STATEMENT BY THE EXECUTIVE BOARD 66 INDEPENDENT AUDITOR’S REPORT 67 EPRA REPORTING 74 REPORT OF THE SUPER­ VISORY BOARD 81 CORPORATE GOVERNANCE 86  LEGAL 94 DISCLAIMER94 * AN∙TICI∙PA∙TION Anticipation, noun, a feeling of excitement about something that is going to happen in the near future
  • 3.  KEY FIGURES in € millions 2020 2019 +/- Revenue 4 224.1 231.5 -3% EBIT 161.2 197.5 -18% Net finance costs (excluding measurement gains/losses 1 ) -33.6 -34.3 2% EBT (excluding measurement gains/losses 1 ) 127.6 163.1 -22% Measurement gains/losses 1 -429.6 -120.0 -258% Consolidated profit -251.7 112.1 -325% FFO per share in € 2.00 2.42 -17% Earnings per share in € -4.07 1.81 -325% EPRA Earnings per share in € 2.02 2.56 -21% Equity 2 2,314.8 2,601.5 -11% Liabilities 1,922.6 1,957.1 -2% Total assets 4,237.4 4,558.6 -7% Equity ratio in % 2 54.6 57.1 Loan to value (LTV) in % 32.9 31.5 Cash and cash equivalents 266.0 148.1 80% Net tangible assets (EPRA) 2,309.7 2,613.4 -12% Net tangible assets per share in € (EPRA) 37.38 42.30 -12% Dividend per share in € 0.04 3 0.00 ­– 1 Including the share attributable to equity-accounted joint ventures and associates 2 incl. non controlling interests 3 proposal 4 In 2020, there was a change in the disclosure of revenue with adjustment of the comparative figure for the previous year 2019. 2018 2019 2020 FFO per share in € 2.43 2.42 2.00 2018 2019 2020 EBT * in € million * excluding measurement gains/losses 160.9 163.1 127.6 2018 2019 2020 EBIT in € million 199.1 197.5 161.2 2018 2019 2020 REVENUE in € million 225.0 231.5 224.1
  • 4. COMBINED ­MANAGEMENT REPORT The information provided in the combined management report applies to both the Group and Deutsche EuroShop AG, except where otherwise stated. The separate financial statements of Deutsche EuroShop AG are reported on in a separate section of the combined management report. BASIC INFORMATION ABOUT THE GROUP GROUP BUSINESS MODEL, TARGETS AND STRATEGY Deutsche EuroShop is an Aktiengesellschaft (public company) under German law. The Company’s registered office is in Hamburg. Deutsche EuroShop is the only public company in Germany to invest solely in shopping centers in prime locations. A total of 21 shop- ping centers in Germany, Austria, Poland, Hungary and the Czech Republic are held in the real estate portfolio. The Group generates its reported revenue from rental income on the space it lets in the shopping centers. The shopping centers are held by independent companies, with Deutsche EuroShop holding stakes of 100% in twelve of them and between 50% and 75% in the other nine. Further information on the incorporation of these companies into the consolidated annual results is provided in the notes to the consolidated financial statement. The Group managing company is Deutsche EuroShop AG. It is responsible for corporate strategy, portfolio and risk management, financing and communication. The Deutsche EuroShop Group has a central structure and lean personnel organisation. Objectives and strategy The management focuses on investments in high-quality shopping centers in city centers and established locations offering the poten- tial for stable, long-term value growth. A key investment target is the generation of high surplus liquidity from leases in shopping centers, of which a significant part can be paid out to shareholders in the form of an annual dividend. To this end, the Company invests its cap- ital in shopping centers in different European regions in accordance with the principle of risk diversification. Germany is the main focus of investment. Indexed and turnover-linked commercial rents ensure that high earnings targets are achieved. The Company may invest up to 10% of equity in joint ventures in shopping center projects in the early stages of development. New investments should be financed from a balanced mix of sources, and external financing may not account for more than 55% of financ- ing across the Group over the long term. As a general rule, long- term interest rates are fixed when loans are taken out or renewed, with the goal of keeping the duration (average fixed interest period) at over five years. Combined ­ management report / Basic information about the Group Financial Report 2020 / Deutsche EuroShop 2
  • 5. Diversified shopping center portfolio Deutsche EuroShop has a balanced and diversified portfolio of Ger- man and European shopping centers. The management focuses on investments in prime (1a) locations in cities with a catchment area of at least 300,000 residents that bring a high level of investment security. Seizing opportunities and maximising value In line with the buyhold strategy, the management is increasingly concentrating on shopping center quality and returns rather than rapid portfolio growth. We continuously monitor the market and make portfolio adjustments through acquisitions and sales when economically attractive opportunities arise. Rapid decision-making chains as well as considerable flexibil- ity regarding potential investments and financing structures allow Deutsche EuroShop to react to very wide-ranging competitive situ- ations. At the same time, the Group’s management focuses on opti- mising the value of the existing portfolio of properties. Tailored rent structure One key component of the rental model is a tailored rent structure. While city center property owners often focus on obtaining the high- est possible rents for their properties – creating a monolithic retail offering – Deutsche EuroShop’s management uses a calculation combining a range of factors to create an attractive sector mix and optimise long-term rental income. Rental partners pay rents that are customary in this sector and regularly consist mainly of a minimum rent linked to the consumer price index and a revenue-linked rent. The shopping experience concept Deutsche EuroShop has outsourced center management to an expe- rienced external partner: ECE Marketplaces GmbHCo. KG (pre- viously ECE Projektmanagement G.m.b.H.  Co. KG) (ECE), based in Hamburg. ECE has been designing, planning, building, letting and managing shopping centers since 1965. The Company is currently the European market leader, with around 200 shopping centers under management. Deutsche EuroShop views professional center man- agement as the key to successful shopping centers. In addition to guaranteeing standard opening hours and a consistently friendly, bright, safe and clean shopping environment, the center manage- ment can make use of unusual displays, promotions and exhibi- tions to turn shopping into an experience. Before the outbreak of the corona­ virus pandemic, each day an average of 500,000 to 600,000 shoppers visited the 21 Deutsche EuroShop centers, where they were impressed not only by the range of sectors represented, but also by promotional activities including car, talent and fashion shows as well as a wide variety of attractions for children. As a result, the shopping centers become market places where there is always something new and spectacular on offer. We are confident that once the pandemic has subsided we will once again be able to welcome a comparable average number of visitors to our centers. MANAGEMENT SYSTEM The Executive Board of Deutsche EuroShop AG manages the Com- pany in accordance with the provisions of German company law and with its rules of procedure. The Executive Board’s duties, responsi- bilities and business procedures are laid down in its rules of proce- dure and in its schedule of responsibilities. The management indicators (performance indicators) are based on the targets of having shopping centers with sustainable and stable value growth and generating a high liquidity surplus from their long- term leases. These indicators are revenue, EBIT (earnings before interest and taxes), EBT (earnings before taxes) excluding meas- urement gains/losses and FFO (funds from operations). Due to the higher rent defaults and arrears as a result of the coronavirus, these management metrics currently have only limited information value in some cases, so the collection ratio will be used for management purposes as a supplement until further notice. The collection ratio measures the ratio of incoming payments to rent and service charge receivables from tenants. Based on three-year medium-term planning for each shopping center, aggregated Group planning is drawn up once a year and the management indicator targets are established. Throughout the year, current performances are periodically (quarterly) compared against these targets and current projections. In addition, the value driv- ers behind the management indicators, such as rental income, visi- tor numbers, reletting statistics and collection ratios, are monitored in monthly controlling reports. This allows any urgent measures required to be taken immediately. The Supervisory Board supervises and advises the Executive Board in its management activities in accordance with the provisions of German company law and its rules of procedure. It appoints the members of the Executive Board, and significant transactions by the Executive Board are subject to its approval. The Supervisory Board comprises nine members, all of whom are elected by the Annual General Meeting. Members of the Executive Board are appointed and dismissed on the basis of sections 84 and 85 of the Aktiengesetz (AktG – German ­ Public Companies Act). Changes to the Articles of Association are made in accordance with sections 179 and 133 of the AktG, and the Supervisory Board is also authorised, without a resolution of the Annual General Meeting, to adapt the Articles of Association to new legal provisions that become binding on the Company, as well as to resolve changes to the Articles of Association that only relate to the wording. More information about the Executive Board and the Supervisory Board can be found in the declaration on corporate governance. Basic information about the Group / Combined ­ management report Deutsche EuroShop / Financial Report 2020 3
  • 6. ECONOMIC REVIEW MACROECONOMIC AND SECTOR-SPECIFIC CONDITIONS Since March 2020, the world’s economies have been under the shadow of the coronavirus pandemic. All prior-year compari- sons should be viewed against this backdrop. Consequently, Ger- many’s gross domestic product (GDP) shrank by 5.0% in the year under review, according to the calculations by the German Federal Statistical Office. After ten years of growth, the German economy was stopped in its tracks by the first lockdown in spring 2020. The marked downturn in the second quarter (-9.8%) was followed by a growth and catch-up phase in summer, which was then brought to a halt in the fourth quarter by climbing case numbers and a second lockdown. The government’s protective measures in response to the corona­ virus pandemic meant that consumers did not spend their disposable income as usual during the year under review. The savings rate hit a historic high of 16.3% (previous year: 10.9%), while private consumer spending, which accounted for 51.3% of GDP and had boosted growth in previous years, fell by 6.0% on a price-adjusted basis. Expenditure on accommodation and restaurant services and on rec- reational and cultural services recorded particularly sharp declines. Government expenditure on consumption, by contrast, increased by 3.4% after adjustment for prices, fuelled by factors such as the pro- curement of protective equipment and hospital services. Construc- tion investments were still up by 1.5% in 2020. In addition to private consumer spending, exports – and in particu- lar the low level of travel – were the main factors behind the decline in gross domestic product. On the labour market as well, the positive trend seen in recent years was interrupted by the coronavirus pandemic. On average, 2.7 million people were registered as unemployed during the year, putting the unemployment rate at 5.9% (previous year: 5.0%). Short-time work prevented significantly higher unemployment, which reached a new high of just under six million people in April. Consumer prices in Germany rose by just 0.5% versus 2019, curbed by the temporary reduction in VAT in the second half of 2020 and lower prices for energy products (-4.8%). Real employee pay decreased by 1.0% in the year under review, according to the German Federal Statistical Office. These wage losses especially impacted the lower wage groups, in which the pro- portion of short-time working was significantly higher. The calcula- tion of the change in real wages did not take into account the short- time working allowance, which reduced the loss of income for many employees. According to provisional calculations by the German Federal Statis- tical Office, German retail sales (including online sales) posted nom- inal growth of 5.1% and real growth of 3.9% over 2019. Once again, online sales were the main contributor to the positive sales trend in retail, growing by around one fifth. Online retail, which has already seen strong and steady growth in the past, has been given a signif- icant boost by the coronavirus pandemic as consumers shift to this alternate shopping channel. It is expected that bricks-and-mortar retail will not be able to regain its full share of sales after the pan- demic situation has returned to normal. The centers’ competitive position in the Deutsche EuroShop port- folio is determined with reference to both the shops in the rel- evant city centers and other shopping centers in the catchment area. The centers also have to compete with major regional city centers. For example, the city centers of Dortmund, Mannheim and Braunschweig are serious rivals to the Allee-Center in Hamm, the Rhein-Neckar-Zentrum in Viernheim and the City-Galerie in Wolfs- burg respectively. There can be additional competition for city center retail in the form of growing numbers of factory and designer outlets on green- field sites outside the city limits and to a certain extent also within them. In Remscheid, in the catchment area of our Wuppertal shop- ping center, for example, a large-scale project development has been planned for some time, but its completion has now been postponed until 2024/25. Retail sector According to calculations by JLL, a consultancy firm in the real estate sector, contract signings for retail space in Germany fell by 25% to 384,800m² in 2020 in the wake of the exceptional situation caused by the coronavirus in the bricks-and-mortar retail sector. Of these, 57% of all lettings were for spaces measuring less than 250m². The German Retail Federation (HDE) reports that online sales increased year on year to around €71.5 billion, an increase of approximately 20.7%. This equates to roughly a 12.4% share of total retail sales in 2020, which according to the HDE statistics came to €577.4 billion. Bricks-and-mortar retail sales in Germany grew 3.9% in nominal terms in 2020, though the key indicator for shopping centers of bricks-and-mortar fashion retail sales collapsed by 30% due to the coronavirus according to figures from the industry mag- azine TextilWirtschaft. Although food and drink retailers, drugstores and pharmacies were not affected by the lockdown measures, this range of “daily needs” products saw the strongest growth in online retail in percentage terms (+40.9%). The largest segment “Entertainment” (incl. e. g. elec- tronic goodstelecommunications, videomusic downloads) grew by 10.5%, while the second-largest retail segment in terms of sales “Clothing” (incl. shoes) grew by 13.2%. Combined ­ management report / Economic review Financial Report 2020 / Deutsche EuroShop 4
  • 7. Real estate market With a drop in transaction volumes of just 11% to €81.6 billion (previ- ous year: €91.3 billion) according to JLL, the investment market for real estate in Germany showed that real estate continues to be con- sidered a stable investment, also in the special year just ended. Here, the office and residential asset classes continued to dominate with some 71% of the transaction volume. Retail real estate accounted for 13% of the volumes (previous year: 12%). Investments in German shopping centers totalled just slightly below €1.5 billion in full-year 2020 (previous year: €1.8 billion), representing a decline of 18% compared with the previous year. Real estate broker CBRE is of the opinion that the lockdown-related challenges faced by shopping centers have only been partially reflected in the numbers as there has been limited trading in this sub-segment of the retail real estate market in recent years. The share of the total investment volume was correspondingly low at 12%. On the buyer side of the German retail investment market, asset and fund managers were the most active group with a 27% share of investment volume, while on the seller side it was real estate stock corporations and REITs that accounted for the largest share of the total volume at 26%. JLL is observing an increase in prime yields in the sectors hit hard- est by the pandemic. At the top shopping centers in Germany, top returns averaged 4.85% at the end of the year (previous year: 4.5%). Share price performance Following a year-end closing price for 2019 of €26.42, Deutsche EuroShop shares were steady in the first few weeks of 2020. On 3 January 2020, the share closed at €26.50, its highest level of the year. At the end of February, investor uncertainty rose sharply in connection with the coronavirus pandemic. This led to considerable price falls in the DES share, those of our peers and stock markets worldwide. From mid-March to the end of October, the DES share price trended sideways, exhibiting large fluctuations between €9.50 and €15.50. During this phase, on 25 September, the share price hit its low for the year of €9.52. The price recovered from the begin- ning of November onwards, and the DES share closed the reporting period on 30 December 2020 at €18.45. This equates to performance of -30.2% (previous year: +10.4%). Deutsche EuroShop’s market cap- italisation stood at €1.14 billion at the end of 2020. BUSINESS DEVELOPMENT AND ­ OVERALL ­ COMMENT ON THE GROUP’S FINANCIAL SITUATION Key consolidated figures in € million 01.01.– 31.12.2020 01.01.– 31.12.2019 +/- Revenue6 224.1 231.5 -3.2% EBIT 161.2 197.5 -18.3% EBT (excluding measurement gains/losses1 ) 127.6 163.1 -21.8% EPRA 2, 5 earnings 124.5 158.3 -21.3% FFO 123.3 149.6 -17.6% Equity ratio in % 3 54.6 57.1 LTV ratio in % 4 32.9 31.5 in € 01.01.– 31.12.2020 01.01.– 31.12.2019 +/- EPRA 2, 5 earnings per share 2.02 2.56 -21.1% FFO per share 2.00 2.42 -17.4% EPRA 2 NTA per share 37.38 42.30 -11.6% Weighted number of no-par-value shares issued 61,783,594 61,783,594 0.0% 1 Including the share attributable to equity-accounted joint ventures and associates 2 European Public Real Estate Association 3 Including third-party interests in equity 4 Loan-to-value ratio (LTV ratio): ratio of net financial liabilities (financial liabilities less cash and cash equivalents) to non-current assets (investment properties and financial investments accounted for using the equity method) 5 EPRA earnings include a one-off tax refund in the period in the previous year, including interest accrued for previous years. Without this tax refund, EPRA earnings would have totalled €149.3 million or €2.41 per share. 6 The disclosure within NOI was changed in the year under review and the previous year’s figures have been adjusted for easier comparability. Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”. The financial year 2020 started off as planned, but since March 2020 the coronavirus pandemic has been posing major challenges to ­ society, the economy, and to Deutsche EuroShop too. The spread of the virus caused extraordinary reductions in business activities both for our rental partners and for us. After almost all shops in the centers underwent a lockdown in March, this was followed by the challenging phase of safe, successive reopenings and center opera- tions subject to a variety of preventive measures. We saw a signifi- cant recovery in business activity in the third quarter. Customer foot- fall in our centers picked up again during this period to around 80% and tenants’ revenues to around 90% of prior-year levels. The ratio of rent paid to rent due, known as the collection ratio, also improved significantly. Economic review / Combined ­ management report Deutsche EuroShop / Financial Report 2020 5
  • 8. Towards the end of the financial year, coronavirus infection rates rose again sharply in most European countries, accompanied by fur- ther government-mandated store closures, which also affected the important Christmas business of our tenants, especially in Germany. These reimposed lockdowns are still continuing in some cases. The store closures are having clear negative financial repercussions for the bricks-and-mortar retail trade and thus also for us, which must be taken into account with foresight when analysing the 2020 business figures and also when planning our further actions. It is important to emphasise that despite the multitude of pan­ demic- related challenges in the operational business, there were also some very positive signs. After each bout of shop reopenings, customer footfall increased quickly and significantly – despite ongoing operat- ing restrictions and the need to wear masks – and therefore so did the potential of our tenants to generate sales. This overall develop- ment clearly demonstrated that consumers still highly value bricks- and-mortar retail and shopping in our attractive shopping centers, even though business activity in some segments remained well below normal levels. The in-person shopping experience was and still is extremely popular, even after the outbreak of the corona­ virus pandemic. At the beginning of the pandemic, we quickly and rigorously took all the measures needed to cushion the effects of the crisis as best we could. To further improve our liquidity and financial leeway, oper- ating costs were reduced and non-essential investments halted or postponed. The dividend payment for financial year 2019 has been suspended. At the same time, we have been in detailed discussions with our banks and have successfully secured the refinancing due this current year. In this difficult situation we have provided temporary relief for our tenants even beyond the legal requirements, and have refrained from taking legal enforcement action for rent arrears caused by the coronavirus pandemic against the tenants concerned for the time being. In the spirit of partnership, discussions have been held with all tenants concerned to find fair solutions and share the bur- den, depending in each case on the legal and individual situation, and agreements have already been reached in the vast majority of cases. For the period of the government-mandated store closures from mid-December and possible further closures in 2021, we have regularly offered the tenants affected in Germany a waiver of 50% of their net rent, in the aim of concluding as quickly as possible a definitive contractual arrangement regarding the economic effects of the renewed lockdowns that is legally secure for both sides. We are convinced that in this special situation, this is the best foundation for shared and sustainable business success in the future. Due to the continued high level of uncertainty in financial year 2020 regarding the magnitude and duration of the substantial impact of the coronavirus pandemic on our tenants’ business and therefore on our business outlook, it has not been possible to renew the expec- tations regarding our key performance indicators for 2020 as pre- sented in the 2019 combined management report in the form of spe- cific target ranges. In April 2020, we expected revenue, EBIT, EBT (excluding measurement gains/losses) and FFO to be below the ­ figures for the 2019 financial year. Business performance in 2020 confirmed this forecast. Revenue fell by 3.2% year on year due to the coronavirus from €231.5 million to €224.1 million. Earnings before interest and taxes (EBIT) were €161.2 million, down a considerable €36.2 million or -18.3% on the previous year. Accordingly, earnings before taxes and measurement gains/losses (EBT before measurement) fell by 21.8% to €127.6 million. Funds from operations (FFO) adjusted for measure- ment gains/losses and non-recurring effects were below the prior-­ year level at €2.00 per share (-17.4%). The 2020 operating result was extremely adversely impacted by the coronavirus pandemic and the resulting revenue losses and write-downs, while the further reduc- tion in interest expense had a positive effect on the operating result. The coronavirus pandemic also had major repercussions on the val- uation of our existing portfolio and led to a clearly negative measure- ment loss of €-429.6 million (previous year: €-120.0 million) in view of the higher average purchase yields for shopping centers, lower tenant expectations, longer re-letting periods and increased invest- ment requirements. Combined ­ management report / Economic review Financial Report 2020 / Deutsche EuroShop 6
  • 9. RESULTS OF OPERATIONS OF THE GROUP RESULTS OF OPERATIONS in € thousand 01.01.–31.12.2020 01.01.–31.12.2019 (adjusted) 1 Change +/- in % Revenue 224,104 231,487 -7,383 -3.2 Operating and administrative costs for property -28,288 -28,301 13 0.0 Write-downs and derecognition of receivables -29,218 -1,674 -27,544 -1,645.4 NOI 166,598 201,512 -34,914 -17.3 Other operating income 2,400 1,915 485 25.3 Other operating expenses -7,759 -5,958 -1,801 -30.2 EBIT 161,239 197,469 -36,230 -18.3 At-equity profit/loss -51,482 4,345 Measurement gains/losses (at equity) 73,786 25,854 Deferred taxes (at equity) 717 417 At-equity (operating) profit/loss 23,021 30,616 -7,595 -24.8 Interest expense -43,716 -49,256 5,540 11.2 Profit/loss attributable to limited partners -13,501 -18,443 4,942 26.8 Other financial gains or losses 547 2,745 -2,198 -80.1 Financial gains or losses (excl. measurement gains/losses) -33,649 -34,338 689 2.0 EBT (excl. measurement gains/losses) 127,590 163,131 -35,541 -21.8 Measurement gains/losses -355,845 -94,188 Measurement gains/losses (at equity) -73,786 -25,854 Measurement gains/losses (including at-equity profit/loss) -429,631 -120,042 -309,589 -257.9 Taxes on income and earnings -4,267 -4,546 279 6.1 Deferred taxes 55,308 73,965 Deferred taxes (at equity) -717 -417 Deferred taxes (including at equity) 54,591 73,548 -18,957 -25.8 CONSOLIDATED PROFIT -251,717 112,091 -363,808 -324.6 1 The disclosure within NOI was changed in the year under review and the previous year’s figures have been adjusted for easier comparability. Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”. Economic review / Combined ­ management report Deutsche EuroShop / Financial Report 2020 7
  • 10. Revenue affected by the coronavirus pandemic Consolidated revenue was down 3.2% for the financial year, from €231.5 million to €224.1 million. This was due to the legal arrange- ments adopted in our foreign markets from mid-March to cushion the negative effects of the coronavirus pandemic, which included the temporary suspension of payment obligations under lease arrange- ments for tenants affected by the closures (-€3.2 million). To the extent that the payment obligation on the part of tenants was not suspended by law (applicable in particular to the Group’s German centers), rents continued to be invoiced during the closure phases on the basis of the applicable rental agreements. Concessions granted and expected on the receivables thus created were taken into account in write-downs and derecognition of receivables. Furthermore, defaults by tenants who got into payment difficulties, partial loss of turnover rent, longer re-letting periods and higher vacancy rates owing to the coronavirus pandemic were all additional factors that contributed to the decline in revenue and deterioration in the results of operations. REVENUE in € thousand 01.01.– 31.12.2020 01.01.– 31.12.2019 (adjusted) 1 Change +/- in % Main-Taunus- Zentrum, Sulzbach 35,714 36,521 -807 -2.2 Altmarkt-Galerie, Dresden 25,995 26,451 -456 -1.7 A10 Center, Wildau 21,984 22,051 -67 -0.3 Rhein-Neckar- Zentrum, Viernheim 17,757 18,241 -484 -2.7 Herold-Center, Norderstedt 12,633 13,104 -471 -3.6 Allee-Center, Hamm 11,482 11,013 469 4.3 Billstedt-Center, Hamburg 11,366 11,412 -46 -0.4 City-Galerie, Wolfsburg 9,796 9,931 -135 -1.4 Forum, Wetzlar 9,786 10,225 -439 -4.3 City-Arkaden, Wuppertal 9,419 9,577 -158 -1.6 City-Point, Kassel 8,742 8,952 -210 -2.4 Rathaus-Center, Dessau 7,990 8,241 -251 -3.0 Stadt-Galerie, Hameln 6,520 6,621 -101 -1.5 DES Verwaltung GmbH 1,153 1,455 -302 -20.8 Domestic 190,336 193,795 -3,459 -1.8 Galeria Bałtycka, Gdansk 12,517 16,381 -3,864 -23.6 Olympia Center, Brno 21,250 21,311 -61 -0.3 Abroad 33,767 37,692 -3,925 -10.4 TOTAL 224,104 231,487 -7,383 -3.2 1 The disclosure within NOI was changed in the year under review and the previous year’s revenue figures have been adjusted for easier comparability. Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”. Center operating costs excluding write-downs at prior-year level Center operating costs of €28.3 million in the reporting period, which mainly comprise center management fees, non-allocable ancillary costs, property taxes, building insurance and maintenance, were on a par with the previous year. REVENUE* in € million  Domestic   International * In 2020, there was a change in the disclosure of revenue with adjustment of the ­ comparative figures for the previous year 2019. A comparison with the years 2016 to 2018 is therefore only possible to a limited extent. 187.8 30.7 188.3 193.8 190.3 36.7 37.7 33.8 14.9 190.2 2017 218.5 2018 225.0 2019 231.5 2020 224.1 2016 205.1 –3.2% Combined ­ management report / Economic review Financial Report 2020 / Deutsche EuroShop 8
  • 11. Sharp rise in write-downs due to coronavirus Write-downs and derecognition of receivables increased significantly on the previous year to €29.2 million (previous year: €1.7 million). These take into account both the contractually agreed rental con- cessions up to the balance sheet date (€8.6 million) and the expected further waivers of receivables outstanding as at the balance sheet date (€14.7 million). Furthermore, additional receivables had to be derecognised or written down individually (€5.9 million), in particu- lar due to insolvency. Other operating income and expenses Other operating income, stemming primarily from the reversal of provisions, reimbursements and compensation payments, income from rental receivables written down in previous years and addi- tional payments in conjunction with ancillary costs, amounted to €2.4 million (previous year: €1.9 million), an increase on the previ- ous year. At €7.8 million, other operating expenses, most of which related to general administrative and personnel expenses, were up on the same period last year, in particular as a result of one-off financing costs in connection with the extension of our credit line (€0.5 million) as well as higher consulting and appraisal costs (€0.6 million) (pre- vious year: €6.0 million). EBIT significantly lower than last year Earnings before interest and taxes (EBIT) at €161.2 million were well below the figure for the previous year (€197.5 million), largely due to the derecognition write-down of accumulated rent arrears and the coronavirus-driven decline in revenue. Financial gains/losses excluding measurement effects up slightly on previous year At €-33.6 million, financial losses (excluding measurement gains/ losses) were up slightly year on year (previous year: €-34.3 mil- lion) as a result of opposing, mutually offsetting effects. The at-­ equity (operating) loss fell by €7.6 million, due in particular to higher write-downs on rent receivables and revenue shortfalls as a result of the coronavirus. Furthermore, in the previous year other financial gains/losses included a one-off interest refund of €2.7 million for a trade tax refund, which this year was only offset by interest income of €0.5 million. By contrast, the interest expense of the Group com- panies was reduced by a further €5.5 million. In addition to sched- uled repayments, the cheaper refinancing for the Rhein-Neckar-­ Zentrum Viernheim center and the A10 Center Wildau had a positive effect here. The share of earnings attributable to limited partners decreased by €4.9 million in line with the reduced EBIT. INCOME STATEMENT OF THE JOINT VENTURES in € thousand 01.01.– 31.12.2020 01.01.– 31.12.2019 (adjusted) 1 Change +/- in % Allee-Center, Magdeburg 8,158 8,237 -79 -1.0 Phoenix-Center, Harburg 7,084 7,410 -326 -4.4 Stadt-Galerie, Passau 7,004 7,284 -280 -3.8 Saarpark-Center, Neunkirchen 5,824 6,257 -433 -6.9 City-Arkaden, Klagenfurt 5,790 6,762 -972 -14.4 Árkád, Pécs 4,209 4,174 35 0.8 Other 29 35 -6 -17.1 Revenue 38,098 40,159 -2,061 -5.1 Operating and ­administrative costs for property -6,324 -5,635 -689 -12.2 Write-downs and derecognition of receivables -5,013 -226 -4,787 -2,118.1 NOI 26,761 34,298 -7,537 -22.0 Other operating income 364 356 8 2.2 Other operating expenses -384 -346 -38 -11.0 EBIT 26,741 34,308 -7,567 -22.1 Interest income 6 1 5 500.0 Interest expense -3,720 -3,902 182 4.7 Other financial gains or losses 88 350 -262 -74.9 Financial gains or losses -3,626 -3,551 -75 -2.1 Taxes on income and earnings -94 -141 47 33.3 At-equity profit (excluding measure- ment gains/losses) 23,021 30,616 -7,595 -24.8 Measurement gains/losses -73,786 -25,854 -47,932 -185.4 Deferred taxes -717 -417 -300 -71.9 SHARE OF PROFIT/LOSS -51,482 4,345 -55,827 -1,284.9 1 The disclosure within NOI was changed in the year under review and the previous year’s figures have been adjusted for easier comparability. Please refer to the ­ information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”. Economic review / Combined ­ management report Deutsche EuroShop / Financial Report 2020 9
  • 12. EBIT (excluding measurement gains/losses) falls by one fifth due to the coronavirus The decline in EBIT and at-equity profit/loss plus the one-off interest refund the previous year caused EBT (excluding measurement gains/ losses) to fall from €163.1 million to €127.6 million (-21.8%). Significant measurement loss The measurement loss of €-427.6 million (previous year: €120.0 mil- lion) resulted from the valuation of the Group’s real estate assets according to IAS 40, plus €2.0 million from the goodwill write-down for Olympia Brno. Measurement losses on real estate assets, after minority interests, broke down into €-353.8 million (previous year: €-94.2 million) from the measurement of the real estate assets reported by the Group and €-73.8 million (previous year: €-25.8 million) from the measure- ment of the real estate assets of the joint ventures recorded on the balance sheet according to the at-equity method. The average value of Group properties, after ongoing investments, fell by -10.7% (previous year: -2.9%); individual measurement gains/ losses ranged between -14.4% and -7.4%. With a slightly lower occu- pancy rate of 95.4% (-2.2%), the valuation of the property portfolio was mainly influenced by an increase in average acquisition yields for shopping centers in Germany, investments in lease renew- als, modernising and positioning the existing portfolio, changes to expected rental trends and longer post-rental terms. The goodwill write-down for Olympia Brno was the result of the reversal of deferred taxes to be recognised in connection with the acquisition. The write-down was offset by corresponding income from the reversal of deferred taxes. Increase in taxes on income and earnings, deferred taxes Taxes on income and earnings amounted to €4.3 million (previ- ous year: €4.5 million). Taking into account the trade tax refund of €7.1 million included in the previous year, the Group’s tax burden was reduced on the back of the decline in profits and the corporate restructuring carried out the year before. Deferred tax provisions, including the share included in the at-­ equity result, were reversed by €54.6 million in the year under review as a result of the decline in the market value of real estate (previous year: €73.5 million). The reversal last year was mainly the result of the corporate restructuring within the Group completed at the end of financial year 2019, which will allow the extended trade tax reduction to be used to a greater extent than before. EPRA earnings and consolidated profit significantly lower EPRA earnings, which exclude measurement gains/losses, fell sig- nificantly to €124.5 million or €2.02 per share, due mainly to impair- ments of rent receivables and the decline in revenue. The decline in earnings is also attributable to a one-off income from trade tax refunds included in the previous year and the interest income accrued on this totalling €9.0 million. The large valuation loss resulted in a consolidated loss of €-251.7 million, after a consolidated profit of €112.1 million in the pre- vious year. Earnings per share amounted to €-4.07 (previous year: €1.81). EPRA EARNINGS in € million/per share in € 2016 123.7 2017 141.3 2018 147.4 2020 124.5 2019 158.3 2.29 2.42 2.39 2.56 2.02 Combined ­ management report / Economic review Financial Report 2020 / Deutsche EuroShop 10
  • 13. EPRA EARNINGS 01.01.–31.12.2020 01.01.–31.12.2019 in € thousand per share in € in € thousand per share in € Consolidated profit -251,717 -4.07 112,091 1.81 Measurement gains/losses investment properties1 427,623 6.92 120,042 1.94 Measurement gains/losses derivative financial instruments1 -88 0.00 -350 0.00 Goodwill write-down 2,008 0.03 0 0.00 Deferred taxes in respect of EPRA adjustments2 -53,290 -0.86 -73,523 -1.19 EPRA EARNINGS3 124,536 2.02 158,260 2.56 Weighted number of no-par-value shares issued 61,783,594 61,783,594 1 Including the share attributable to equity-accounted joint ventures and associates 2 Relates to deferred taxes on investment properties and derivative financial instruments 3 EPRA earnings include a one-off tax refund in the period in the previous year, including interest accrued for previous years. Without this tax refund, EPRA earnings would have totalled €149.3 million or €2.41 per share. Development of funds from operations Funds from operations (FFO) are used to finance our ongoing invest- ments in portfolio properties, scheduled repayments on our long- term bank loans and the distribution of dividends. Significant non-­ recurring effects that are not part of the Group’s operating activ- ities are eliminated in the calculation of FFO. FFO declined from €149.6 million to €123.3 million or by €0.42 per share to €2.00. As an income-based figure, FFO do not reflect the current significant increase in rent receivables, so the analysis of tenants’ payment behaviour expressed in the collection ratio is also necessary. This averaged 89.6% in 2020. FUNDS FROM OPERATIONS 01.01.–31.12.2020 01.01.–31.12.2019 in € thousand per share in € in € thousand per share in € Consolidated profit -251,717 -4.07 112,091 1.81 Measurement gains/losses investment properties1 427,623 6.92 120,042 1.94 Tax refund for previous years2 0 0.00 -8,994 -0.15 Goodwill write-down 2,008 0.03 0 0.00 Deferred taxes1 -54,591 -0.88 -73,548 -1.18 FFO 123,323 2.00 149,591 2.42 Weighted number of no-par-value shares issued 61,783,594 61,783,594 1 Including the share attributable to equity-accounted joint ventures and associates 2 Including the interest reimbursement and the tax expense attributable to this reimbursement FUNDS FROM OPERATIONS (FFO) in € million/per share in € 2016 129.9 2017 148.1 2018 150.4 2019 2020 149.6 123.3 2.41 2.54 2.43 2.42 2.00 Economic review / Combined ­ management report Deutsche EuroShop / Financial Report 2020 11
  • 14. Results of operations of the segments The subsidiaries and equity-accounted joint ventures are included in the Group’s segment reporting in proportion to the Group’s share therein. A distinction is made between the shopping centers in Ger- many (“domestic”) and elsewhere in Europe (“abroad”) (for further details, please see our statements on segment reporting in the notes to the consolidated financial statements): in € thousand 01.01.–31.12.2020 01.01.–31.12.2019 (adjusted) 1 Change +/- in % Revenue 238,391 246,286 -7,895 -3.2 Domestic 197,880 201,917 -4,037 -2.0 Abroad 40,511 44,369 -3,858 -8.7 EBIT 175,330 213,330 -38,000 -17.8 Domestic 142,793 172,556 -29,763 -17.2 Abroad 32,537 40,774 -8,237 -20.2 EBT (excl. measurement gains/losses) 132,015 164,579 -32,564 -19.8 Domestic 106,530 130,932 -24,402 -18.6 Abroad 25,485 33,647 -8,162 -24.3 1 The disclosure within NOI was changed in the year under review and the previous year’s figures for segment sales have been adjusted for easier comparability. Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”. As the coronavirus pandemic spread worldwide, it had a massive negative impact on all of our shopping centers. Differences arise between the segments in the area of revenue as some of our for- eign centers are subject to a statutory suspension of rental payment obligations during the closures. This explains the higher percentage decline in revenue in the International segment. The legal regulations and requirements that need to be fulfilled vary widely from coun- try to country; some of them, for example, provide for considera- tion from the tenant in the form of an advance extension of the lease. The suspension of rental payment obligations in individual foreign countries additionally means that a higher proportion of the rental concessions in the International segment will already have an effect on income in 2020, while in the Domestic segment some will not have an effect until 2021. Accordingly, the decline in EBIT and EBT (exclud- ing measurement gains/losses) abroad was higher in percentage terms. FINANCIAL POSITION OF THE GROUP Principles and objectives of financial management For the purposes of financing its investments, Deutsche EuroShop uses the stock exchange for procuring equity, as well as the credit and capital markets for procuring loans. Within the Group, both the individual property companies and Deutsche EuroShop AG act as borrowers from banks or, where necessary, bond debtors. Loans and bonds are taken out in euros for all Group companies. In general, the use of equity and loans for investments should be equally weighted and the equity ratio in the Group (including third-party interests) should not fall significantly below 45%. We finance our real estate projects on a long-term basis and also use derivative financial instruments to hedge against rising capi- tal market rates. Hedging transactions are used to hedge individual loans. An available credit line enables Deutsche EuroShop to react quickly to investment opportunities. Until used for investment, any cash not needed is invested short-term to finance ongoing costs or pay dividends. Combined ­ management report / Economic review Financial Report 2020 / Deutsche EuroShop 12
  • 15. Financing analysis As at 31 December 2020, the Deutsche EuroShop Group reported the following key financial data: in € million 31.12.2020 31.12.2019 Change Total assets 4,237.4 4,558.6 -321.2 Equity (including third- party shareholders) 2,314.8 2,601.5 -286.7 Equity ratio (%) 54.6 57.1 -2.4 Net financial liabilities 1,275.4 1,364.3 -88.9 Loan-to-value ratio (LTV ratio) in % 32.9 31.5 1.4 At €2,314.8 million, the Group’s economic equity capital, which com- prises the equity of the Group shareholders (€2,003.3 million) and the equity attributable to third-party shareholders (€311.5 million), was down on the previous year due to the negative Group result (previous year: €2,601.5 million). Accompanied by a simultaneous reduction in total assets, the equity ratio fell year on year to 54.6% (previous year: 57.1%) and was thus still at a high level and on a firm footing. FINANCIAL LIABILITIES in € thousand 31.12.2020 31.12.2019 Change Non-current bank loans and overdrafts 1,359,612 1,433,373 -73,761 Current bank loans and overdrafts 181,816 78,974 102,842 TOTAL 1,541,428 1,512,347 29,081 Less cash and cash equivalents 266,030 148,087 117,943 Net financial liabilities 1,275,398 1,364,260 -88,862 Current and non-current financial liabilities increased by €29.1 mil- lion from €1,512.3 million to €1,541.4 million in the year under review after scheduled repayments due to new loans and the short-term draw-down of €30.0 million on the credit line. Together with the rise in cash and cash equivalents by €117.9 million, net financial liabilities, at €1,275.4 million, were on balance €88.9 million lower than at the end of 2019 (€1,364.3 million). The net financial liabilities existing at the end of the year are used exclusively to finance non-current assets. This brings the percent- age of non-current assets financed with debt capital (LTV) in the year under review to 32.9% (previous year: 31.5%). Based on the segment reporting approach, which takes into account the Group’s pro-rata share in joint ventures and subsidiaries, the LTV ratio in the report- ing year was 35.8% (previous year: 33.7%). The financing terms for consolidated borrowing as at 31 Decem- ber 2020 were fixed at 2.18% p.a. (previous year: 2.47% p.a.) with an average residual maturity of 5.1 years (previous year: 5.3 years). The loans to Deutsche EuroShop are maintained as credit facilities with 23 banks and savings banks in Germany, Austria and the Czech Republic. LOAN STRUCTURE as at 31 December 2020 Interest rate lock-in as % of loan in € million Average residual maturity (years) Average interest rate (in %) Up to 1 year 10.0 151.2 1.0 2.82 1 to 5 years 35.2 532.5 2.7 2.85 5 to 10 years 54.8 828.3 7.7 2.12 TOTAL 100.0 1,512.0 5.1 2.18 Economic review / Combined ­ management report Deutsche EuroShop / Financial Report 2020 13
  • 16. Of the 20 loans across the Group, 14 are subject to credit covenants with the financing banks. There are a total of 25 different covenants for debt service cover ratios (DSCRs), interest cover ratios (ICRs), changes in rental income, the Group’s leverage ratio and its loan-to- value ratio (LTV). All conditions were met. In the case of one loan of €57.5 million, there is sufficient evidence that an individual loan con- dition may not be met in 2021 which, depending on the extent of fail- ure to meet the condition, may trigger an annual special repayment of 0.5% to 1.0% of the loan amount or a prohibition on distribution for the Group company (cash sweep). The Group company concerned has sufficient cash and cash equivalents to meet this condition. For the other loans, the loan conditions will also be met in 2021 accord- ing to current planning. With regard to the uncertainties relating to the planning period as a result of the coronavirus pandemic, please refer to the report on events after the reporting date. Scheduled repayments totalling €15.9 million will be made from cur- rent cash flow during financial year 2021. Over the period from 2022 to 2025, repayments will average €10.3 million per annum. Two loans totalling €135.3 million are due for refinancing in the mid- dle of financial year 2021. Refinancing has already been concluded for a loan in the amount of €65.2 million, including an increase to €70.3 million. The second loan of €70.1 million is in the final stages of negotiation. Loans totalling €226.0 million must then be extended in 2022, €209.1 million in 2023 and €58.7 million in 2025. Current and non-current financial liabilities totalling €1,541.4 mil- lion were recognised in the balance sheet at the reporting date. The difference between the total amount and the amounts stated here relates to the short-term draw-down of the €30.0 million credit line, the financing costs to be distributed by means of the effective inter- est rate method as well as deferred interest and repayment obliga- tions that were settled at the beginning of 2021. Investment analysis In financial year 2020, investments continued to be made in mod- ernising and positioning the existing portfolio and amounted to €15.1 million after €19.3 million in the previous year. Liquidity analysis in € thousand 01.01.–31.12.2020 01.01.–31.12.2019 Net cash flow from operating activities 111,088 170,206 Cash flow from investing activities -14,576 -19,332 Cash flow from financing activities 21,431 -119,122 Net change in cash and cash equivalents 117,943 31,752 Cash and cash equivalents at beginning of period 148,087 116,335 CASH AND CASH ­EQUIVALENTS AT END OF PERIOD 266,030 148,087 The Group’s operating net cash flow of €111.1 million (previous year: €170.2 million) constituted the amount generated by the Company through the leasing of shopping center space after deduction of all costs. It is primarily used to finance the dividends of Deutsche Euro- Shop AG and payments to third-party shareholders as well as ongo- ing loan repayments and investments. Cash flow from investing activities consisted of cash-effective investment in portfolio properties (€15.1 million; previous year: €19.3 million) and the proceeds from the sale of a leasehold prop- erty (€0.5 million). Cash flow of €117.9 million from financing activities comprised a cash outflow from current repayments of financial liabilities of €16.7 mil- lion (previous year: €27.1 million), cash inflow from the assump- tion of financial liabilities of €45.7 million (including the short-term draw-down of €30.0 million of the credit line repaid in January 2021) and a pay-out to third-party shareholders of €7.5 million (previous year: €15.8 million). In the previous year, cash flow from financing activities also included the dividend payment of €92.7 million, which was suspended in 2020 to further strengthen the Group’s liquidity situation. Cash and cash equivalents rose by €117.9 million in the year under review to €266.0 million (previous year: €148.1 million). Cash and cash equivalents at the balance sheet date included the funds from the short-term draw-down of €30.0 million of the credit line. Combined ­ management report / Economic review Financial Report 2020 / Deutsche EuroShop 14
  • 17. NET ASSETS OF THE GROUP Total assets decline slightly The Group’s total assets fell by €321.2 million from €4,558.6 million to €4,237.4 million. in € thousand 31.12.2020 31.12.2019 Change Current assets 303,657 170,150 133,507 Non-current assets 3,933,724 4,388,455 -454,731 Current liabilities 211,169 111,136 100,033 Non-current liabilities 1,711,441 1,845,991 -134,550 Equity (including third-party interests) 2,314,771 2,601,478 -286,707 TOTAL ASSETS 4,237,381 4,558,605 -321,224  Current assets  Non-current assets  Current liabilities  Non-current liabilities  Equity (includ- ing third-party interests) BALANCE SHEET STRUCTURE in € million Assets Liabilities 2020 4,237.4 211.2 1,711.4 2,314.8 2020 303.7 3,933.7 4,237.4 2019 170.1 4,388.5 4,558.6 2019 4,558.6 111.1 1,846.0 2,601.5 Economic review / Combined ­ management report Deutsche EuroShop / Financial Report 2020 15
  • 18. Current assets rise due to increase in cash and cash equivalents At the end of the year, current assets amounted to €303.7 mil- lion, representing a €133.6 million rise versus the previous year (€170.1 million), which was mainly the result of a €117.9 million increase in cash and cash equivalents as at the reporting date (€266.0 million; previous year: €148.1 million). The collection ratio, as the ratio of incoming payments to rent and service charge receivables from tenants, developed as follows in each individual month in 2020 up to the end of February 2021 due to the coronavirus. Adjustments from agreed rent reductions have already been taken into account in the figures. Accordingly, the Group’s receivables (after write-downs) increased sharply by €12.4 million to €19.8 million (previous year: €7.4 million). Other assets rose by €3.2 million, from €14.6 million to €17.8 million. Non-current assets down due to valuation losses on real estate assets Non-current assets fell from €4,388.5 million to €3,933.7 million in the year under review, representing a reduction of €454.8 million. At a share of 92.8% (previous year: 96.3%), they still make up the over- whelming proportion of total assets. Investment properties fell by €385.6 million to €3,437.1 million, which corresponds to a decline of -10.1%. While additions and the costs of investments in portfolio properties came to €15.1 million, revaluation of the property portfolio resulted in valuation losses of €400.2 million. At-equity financial investments declined by €67.0 million from €511.5 million to €444.5 million. This decrease is attributed to the share of profit/loss (€-51.5 million) and the losses for the financial year (€15.5 million). Current and non-current liabilities declining on the whole Current liabilities increased to €211.2 million due to the expira- tion of two loans totalling €136.5 in mid-2021 – of which refinanc- ing for €65.8 million of this amount had already been concluded and €70.7 million was in the final stages of negotiation at the time the consolidated financial statements were prepared – coupled with the short-term draw-down of the credit line (€30 million). Non-current liabilities fell from €1,846.0 million to €1,711.4 million, which constitutes a decline of €134.6 million, owing to the reversal of deferred tax liabilities (€-53.8 million), the reallocation of the loan maturing in mid-2021 to current liabilities (€-136.5 million) as well as the balance from scheduled repayments and the raising of new long- term loans (€62.7 million). Equity (including third-party interests) At €2,314.8 million as at the end of the reporting year, equity (includ- ing third-party shareholders) was down €286.7 million on the pre- vious year (€2,601.5 million), mainly attributable to the consolidated loss. Redemption entitlements for third-party shareholders fell by €40.4 million, and the market values of swaps boosted equity by €5.4 million. Q1 2020 99% Q2 2020 71% Q3 2020 96% Q4 2020 93% 2021 60% COLLECTION RATIO in % 98 Jan 63 Jan 100 Feb 58 Feb 98 Mar 64 Apr 72 May 76 Jun 96 Jul 96 Aug 95 Sep 97 Oct 92 Nov 90 Dec Combined ­ management report / Economic review Financial Report 2020 / Deutsche EuroShop 16
  • 19. Net tangible assets1 according to EPRA Net tangible asset (NTA) stood at €2,309.7 million or €37.38 per share as at 31 December 2020, compared with €2,613.4 million or €42.30 per share in the previous year. The net tangible asset value was therefore down by €4.92 (-11.6%) year on year. 1 October 2019 saw the publication of the EPRA’s current revised Best Practice Recom- mendations, which introduces three new net asset value metrics as a key change. In the case of Deutsche EuroShop, the EPRA net tangible asset (EPRA NTA) is compara- ble to the EPRA NAV. The difference between the two metrics is the deduction of intangible assets (excluding goodwill) for EPRA NTA. Since these were and are not significant in terms of amount within the Deutsche EuroShop Group, neither today nor in the past ( €0.1 million), the comparability of EPRA NTA with EPRA NAV used previ- ously is ensured. The previous year’s figures have been adjusted to the new EPRA NTA. Concerning reconciliation of the metric, please refer to “EPRA reporting” in our financial report. EPRA NTA 31.12.2020 31.12.2019 in € thousand per share in € in € thousand per share in € Equity 2,003,246 32.42 2,249,573 36.41 Derivative financial instruments measured at fair value1 26,138 0.42 33,726 0.55 Equity excluding derivative financial instruments 2,029,384 32.84 2,283,299 36.96 Deferred taxes on investment properties and derivative financial instruments1 332,059 5.38 383,818 6.21 Intangible assets -13 0.00 -25 0.00 Goodwill as a result of deferred taxes -51,719 -0.84 -53,727 -0.87 EPRA NTA 2,309,711 37.38 2,613,365 42.30 Number of no-par-value shares issued as at the reporting date 61,783,594 61,783,594 1 Including the share attributable to equity-accounted joint ventures and associates REPORT ON EVENTS AFTER THE REPORTING DATE In order to contain the coronavirus pandemic, the authorities contin- ued to implement far-reaching safety and quarantine measures at the beginning of 2021, including the closure of retail stores that do not serve basic needs. There are only exceptions for food, drugstores, pharmacies, banking services and a limited number of other everyday products and services. The ongoing safety and quarantine measures in the various countries during the period are as follows: For Germany, the decision was taken on 3 March 2021 to continue the extensive retail closures in place since 16 December 2020. The res- olution further provides that retailers will only be allowed to reopen nationwide or regionally if a stable seven-day incidence rate of less than 50 new infections per 100,000 inhabitants has been achieved, however no earlier than 8 March. Retail purchases are possible by appointment with a three-day incidence rate of between 50 and 100. If the incidence rates exceed the limit of 100 following any steps of the re-opening strategy, an “emergency brake” will be applied, which calls for the rules regarding business closures as at 16 December 2020 to be reinstated. On 22 March 2021, it was decided that these rules should apply until at least 18 April 2021. EPRA NET TANGIBLE ASSETS * in € million/per share in € 2016 2,332.6 2017 2,668.4 2018 2,667.5 2019 2020 2,613.4 2,309.7 43.24 43.19 43.17 42.30 37.38 * 2016 – 2018 EPRA NAV Deutsche EuroShop / Financial Report 2020 17 Economic review / Report on events after the reporting date / Combined ­ management report
  • 20. In Poland, measures requiring the closure of shops in shopping centers, which have been in force since 28 December 2020, were lifted again on 1 February 2021, subject to conditions such as wearing a mask and observing limits on the number of customers allowed per square metre; they were then reimposed regionally from 13 March and from 20 March 2021 nationwide. The closure measures will apply at least until 9 April 2021. Widespread retail closures in the Czech Republic since 27 December 2020 became even stricter effective 1 March 2021, and the list of shops allowed to remain open has been shortened even further. As of 8 February 2021 and subject to certain conditions, Austria has cancelled shop closures that had been in force since 26 December 2020. Hungary closed its retail shops for the first time from 8 March 2021. Even prior to that, however, catering operations had only been possible to a limited extent (take-away) and retailers had to observe the appli- cable protective measures, such as restrictions on opening hours and mask requirements. The closures, which extend well into 2021, have further exacerbated the economic situation of the tenants affected. For many tenants, the Christmas season was heavily impacted by the closures in late autumn and the renewed closures from mid-December 2020. The states’ sup- port programmes were either unable to compensate for this or only to a limited extent. Deutsche EuroShop is in continued dialogue with tenants via its ser- vice provider, ECE, in order to arrange support measures. Among other things, at the beginning of 2021 the affected tenants of the German shopping centers were made a regular offer under which half of the net rent excluding ancillary costs would be waived for the duration of the closure since mid-December 2020 and for all further closures in 2021. While the federal government has suspended the requirement to file for bankruptcy in the event of pandemic-related insolvency and over-indebtedness in an effort to mitigate the effects of the corona- virus pandemic and has now extended this exemption to the end of April 2021, there is still a risk of further tenant insolvencies. More ten- ants have already filed for insolvency or announced branch closures in 2021. This may necessitate additional write-downs on the receivables reported as at the reporting date. Tenants’ losses and continued shop closures in individual countries may have an impact on the valuation of our shopping centers. Please refer to the sensitivity analysis in section “8. Investment properties”. No further significant events occurred between the reporting date and the date of preparation of the financial statements. OUTLOOK General conditions The success of Deutsche EuroShop’s business depends mainly on the overall macroeconomic performance. This applies to both the global economy, due to our core market of Germany’s huge dependency on exports, and to the specific performance of the national economies within our five European markets. A thriving economy, based on sta- ble political conditions and good trade relations as well as on func- tioning international value creation chains, is in this respect a factor that has a significant influence on the growth of the respective popu- lation’s income, consumer confidence and retail sales. The German federal government, in its annual economic report pub- lished at the end of January 2021, forecasts that gross domestic product will grow by 3.0% in the current year. Growth is expected to be supported, among other things, by the German exports industry, which should benefit from a marked recovery in the global ­ economy as the coronavirus pandemic is gradually brought under control. The coronavirus pandemic put the temporary brakes on the 14-year growth trend in employment in 2020. The German government expects employment figures to pick up from the second quarter of 2021 onwards as the economic recovery gathers pace. Consumer price levels should increase again in 2021 following the temporary reduction in VAT and the low energy prices seen last year. Gross sal- aries are projected to increase due to additional relief measures (extensive abolition of solidarity surcharge, adjustment of income tax scale). After deducting price increases, private consumption is forecast to rise by 3.6% and thus make a significant contribution to growth. The projection is subject to a high degree of uncertainty due to ques- tion marks concerning the further course of the pandemic. The fed- eral government’s estimate is based on the assumption that the lock- down measures, which have been in place since November and were tightened in December 2020, will remain in force until February 2021 before they are gradually eased once more. Financial Report 2020 / Deutsche EuroShop 18 Combined ­ management report / Report on events after the reporting date / Outlook
  • 21. Expected results of operations The uncertainties facing the business operations of our tenants in our DES centers, for the economy and for the consumer climate are still very high owing to the coronavirus pandemic. At the present time, it is not possible to make an assessment of the negative effects the continuing pandemic will have on our operating earnings, and thus to provide a forecast for the 2021 financial year as a whole. The repercussions depend, in particular, on the duration and extent of the pandemic, the efficacy of vaccinations and the vaccination status of the population, further official restrictions, legislation and support measures. However, we expect that revenue, EBIT, EBT (excluding measurement gains/losses) and FFO will be lower than the business figures achieved in 2020 due to the stricter operating restrictions and longer store closures overall compared with the first lockdown, which have been in place since the fourth quarter of 2020 and have lasted for almost the entire first quarter of 2021. We anticipate that the situation will stabilise in the second quarter of 2021 and consol- idate, particularly in the second half of the year. A new forecast will be issued as soon as this is feasible. Dividend policy The impact of the ongoing coronavirus pandemic situation on finan- cial year 2021 is not quantifiable at this time. Since our last Annual General Meeting and the reopening of stores in summer 2020, we have succeeded in keeping our liquidity stable overall in spite of the highly adverse after-effects of the first lockdown and the impact of the reimposed store closures since the end of 2020. Due to the ongo- ing official closures of businesses in most of our markets, as well as existing restrictions on operations that are expected to continue in the medium term, the economic risks remain high. In order to ensure the Company’s continued liquidity, the Executive Board has there- fore decided to propose to the Annual General Meeting only to pay a dividend amounting to 4% of share capital (equivalent to a total div- idend of €2,471,343.76 or €0.04 per share) from the unappropriated surplus remaining after allocation to other retained earnings and to carry forward the remaining amount of the unappropriated surplus of EUR 41,311,535.84 to the new accounts Notwithstanding the recent suspension of or limits on dividend payments due to the coronavirus, we intend to continue our dividend policy focused on continuity once this exceptional situation has stabilised. RISK REPORT PRINCIPLES GOVERNING THE RISK ­ MANAGEMENT SYSTEM AND INTERNAL ­CONTROL SYSTEM Deutsche EuroShop’s strategy is geared towards maintaining and sustainably increasing shareholders’ assets and generating sustain- ably high surplus liquidity from leasing real estate, thereby enabling the distribution of an appropriate and sustainable dividend. The focus of the risk management system is therefore on monitoring compli- ance with this strategy and, building on this, on the identification and assessment of risks and opportunities as well as the fundamental decision on how to manage these risks. Risk management ensures that risks are identified at an early stage and can then be evaluated, communicated promptly and mitigated. Monitoring and manage- ment of the risks identified form the focal point of the internal con- trol ­ system, which at Group level is essentially the responsibility of the Executive Board. The internal control system is an integral part of the risk management system. Within the framework of its legal mandate for auditing the annual financial statements, the auditor checks whether the early warning system for risks is suitable for detecting at an early stage any risks or developments that might endanger the Company. The risk analysis, as a continuous process, promptly identifies, evaluates and communicates the factors that may jeopardise the achievement of business targets. The process also includes man- agement and control of the risks identified. Risk analysis Under existing service contracts, the Executive Board of Deutsche EuroShop AG is continuously briefed about the business perfor- mance of the shopping centers and the corresponding property companies. Financial statements and financial control reports are ­ submitted on a quarterly basis for each shopping center, with medium-­ term corporate plans submitted annually. The Executive Board regularly reviews and analyses these reports, using the fol- lowing information in particular to assess the level of risk: 1. Portfolio properties • Trend in amounts outstanding • Trend in occupancy rates • Retail sales trend in the shopping centers • Variance against projected income from the properties • Observance of financial covenants in loan agreements Deutsche EuroShop / Financial Report 2020 19 Outlook / Risk report / Combined ­ management report
  • 22. 2. Centers under construction • Pre-leasing levels • Construction status • Budget status • Development of financial covenants in loan agreements and observance of disbursement conditions Risks are identified by observing issues and changes that deviate from the original plans and budgets. The systematic analysis of eco- nomic data such as consumer confidence and retail sales trends is also incorporated into risk management. The activities of competi- tors are also monitored continually. Risk inventory The risks identified in the course of the risk analysis are summa- rised in a risk inventory and evaluated in terms of their potential loss amounts and likelihood of their occurrence in consideration of com- pensatory measures (from a net standpoint). The risk inventory is regularly examined and updated when necessary. Furthermore, the Executive Board uses scenario-based simulations, in which the key planning parameters (including rent, cost, return and interest rate trends) are changed, to assess the way in which risk aggregation affects the Group’s continued existence. This anal- ysis also allows for an evaluation to be carried out as regards which risks the Group can sustain. The Executive Board reports on significant new risks and the scenario-­ based simulations in the Supervisory Board meetings. In the event of risks that jeopardise the continued existence of the Group, a report is issued immediately. ACCOUNTING-RELATED INTERNAL CONTROL SYSTEM Preparation of the financial statements is a further important part of the internal control system and is monitored and controlled at the level of the Group holding company. Internal regulations and guide- lines ensure the conformity of the annual financial statements and the consolidated financial statements. The decentralised preparation of Group-relevant reports by the ser- vice provider is followed by the aggregation and consolidation of the individual annual financial statements and the preparation of the information for reporting in the notes and combined management report in the accounting department of the holding company with the aid of the consolidation software Conmezzo. This is accompa- nied by manual process controls such as the principle of dual control by the employees charged with ensuring the regularity of financial reporting and by the Executive Board. In addition, within the scope of its auditing activities, the auditor of the consolidated financial ­ statements performs process-independent auditing work, including with respect to financial reporting. Advice on limitations By virtue of the organisational, control and monitoring measures laid down in the Group, the internal control and risk management system enables the full recording, processing and evaluation of Company-­ related facts as well as their proper presentation in Group finan- cial reporting. Decisions based on personal judgement, flawed controls, criminal acts or other circumstances cannot be entirely ruled out, however, and may limit the effectiveness and reliability of the internal control and risk management system that is in use. Consequently, the appli- cation of the systems used cannot guarantee absolute security as to the correct, complete and timely recording of facts in Group finan- cial reporting. The statements made relate solely to those subsidiaries included in the consolidated financial statements of Deutsche EuroShop for which Deutsche EuroShop is in a position, directly or indirectly, to dictate their financial and operating policies. Combined ­ management report / Risk report Financial Report 2020 / Deutsche EuroShop 20
  • 23. EVALUATION OF THE OVERALL RISK POSITION The overall risk situation is presented in the following matrix. The potential extent of losses is calculated on the basis of the impact for the financial year following the year under review. The coronavirus pandemic is having an impact on the individual risks of the Deutsche EuroShop Group. Compared to the presentation of the overall risk position in the 2019 combined management report, there is a differ- ing assessment for the following individual risks: market and sector risks, rental risk, risk of default on leases, and management and cost risk, increase in risk assessment. On the basis of the monitoring system described, Deutsche Euro- Shop AG has taken appropriate steps to identify developments that could jeopardise its continued existence at an early stage and to counteract them. The Executive Board has performed a wide range of scenario-based simulations in order to evaluate the potential effects of the coronavirus pandemic on the Company and Group’s continued existence. In this context, the impact on the liquidity of the Group and the compliance with credit covenants has also been reviewed. The Executive Board is accordingly not aware of any risks that could jeopardise the continued existence of the Company and the Group. PRESENTATION OF MATERIAL INDIVIDUAL RISKS Valuation risk The value of a property is essentially determined by its capitalised earnings value, which in turn depends on factors such as the level of annual rental income, the management costs and the investment needs, the underlying location risk, the general condition of the prop- erty, the evolution of capital market interest rates and, in particu- lar, the demand for shopping center properties. The appreciation of property values is also impacted by various macroeconomic and regional factors as well as by factors specific to those properties, which are for the most part unforeseeable and beyond the control of the Company. The factors described are taken into account in the annual market valuations of our portfolio properties by independ- ent appraisers. Changes in value are recognised in the income state- ment of the consolidated financial statements in accordance with the requirements of IAS 40 and may thus increase the volatility of con- solidated profit. In addition, the market valuations of our portfolio properties may also affect compliance with loan conditions on exist- ing financing arrangements (e.g. compliance with debt ratios) as well as the terms of new financing and refinancing agreements. The assignment of external, independent appraisers with a great deal of experience in the industry, along with our own critical assess- ment of their appraisal, minimises the risk of measurement error. As part of efforts aimed at controlling value-driving factors, the Com- pany has adopted further measures towards minimising valuation risk. The main focus here is on professional management of the centers, costs and rentals at the shopping centers, which is ensured through the selection of suitable asset managers. All of our shopping centers are currently managed by ECE, the European market leader in the area of shopping center management, with active maintenance management ensuring that the properties are continuously kept in a sound general condition. The coronavirus pandemic is having a direct impact on the para­ meters used to value the real estate portfolio, such as derived inter- est rates, market rents, management costs and re-letting periods. The external appraiser pointed out that, in this exceptional situation, comparable transactions had only taken place to a limited extent and that the valuation was therefore subject to a higher degree of uncer- tainty. Nor can it be ruled out that, in view of the dynamics of the coronavirus crisis observed in 2020, the overall situation will have to be reassessed in the short term and corresponding adjustments will have to be made to the valuations. The probability and extent of loss of the valuation risk must therefore continue to be regarded as high. medium 25% – 50% low 0% – 25% high €5 million AMOUNT OF LOSSES LIKELIHOOD OF OCCURRENCE medium 1 – €5 million low up to €1 million high 50% RISK MATRIX Valuation and cost risks Interest rate change and financing risks Legal risk Personnel risk IT risk Risk of damage Currency risk Valuation risk Risk of rent loss Market and sector risks Rental risk Risk report / Combined ­ management report Deutsche EuroShop / Financial Report 2020 21
  • 24. Market and sector risks The coronavirus pandemic and the hygiene and protective measures taken by the authorities have had a massive impact on the bricks- and-mortar retail trade in the form of lost sales. In addition to the temporary store closures that are affecting the majority of our ten- ants, many consumers also find it annoying to have to wear mouth and nose protection while out shopping, meaning they are mostly only buying the things they actually need. The shopping experience, the marketplace concept as well as the role of the centers as a place to meet and have fun have receded into the background during these phases. In addition, lockdowns have a significant and in some cases lasting influence on purchasing behaviour. The closures have led to a significant increase in the proportion of purchases made online. In Germany, this share rose to 12.4% in 2020. Online retail will continue to grow in future and increase its share of total retail sales. The segments of fashion, shoes and consumer electronics, in particular, continue to dominate online commerce, together making up around 45% of total online sales, and are also especially heavily represented in shopping centers. Despite this gen- eral trend, attractive retail spaces are still a strong pull for custom- ers. After stores were reopened in the second quarter of 2020, and again in Austria and Poland in the middle of the first quarter of 2021, bricks-and-mortar retail underwent a rapid and significant recovery in customer footfall. Although visitor numbers still lagged behind the levels recorded prior to coronavirus, they show that attractive and spacious retail facilities that are leaders in their respective catch- ment areas and can offer customers a broad range of products, an enjoyable time and a special shopping experience can continue to hold their own. Alongside the growth in online retail, additional retail commercial space offered on the rental market, created for example through the building, expansion or modernisation of shopping or factory outlet centers both in city centers and on the outskirts, as well as through the revitalisation of retail locations in city centers, may cause real- isable revenues in bricks-and-mortar retail trade to be distributed over more rental space overall and lead to lower space utilisation. Larger or improved rental space offerings in the competitive environ­ ment of our shopping centers and a potentially permanent redistri- bution of retail revenues to online channels and the accompanying permanent drop in space utilisation for bricks-and-mortar retailers harbour the risk that subsequent leases and/or renewals could be concluded at lower rent prices and/or under less favourable con- tractual terms. To counter the rising share of online retail along with potential pres- sure on space utilisation, bricks-and-mortar retail is embracing floor-space restructuring and focusing on good retail locations, opti- mising product ranges, improving the quality of service and placing an emphasis on individual consultations when shopping. The inter- connection between the offline and online worlds is also becom- ing increasingly important. In this respect, retailers are at different stages of progress and success, particularly as far as implementa- tion of their omni-channel concepts is concerned, as the past year in particular has shown. If bricks-and-mortar retailers do not have an online presence or maintain only a very limited online offering, this means that during pandemic-related store closures they have few or even no distribution options. As a result, the corporate reserves of the affected tenants are being stretched to breaking as the pan- demic continues, and a number of retailers have already had to file for bankruptcy. The small number and limited extent of state support measures and landlord concessions have only been able to compen- sate for a portion of these losses. Since the start of the coronavirus pandemic, there has been an increased trend among retailers to develop or expand their own omni-channel strategies. Deutsche EuroShop AG is actively con- fronting this trend with a variety of measures. A key focus here is to optimise the integration of the offline and online shopping worlds through the Digital Mall concept, which aims to enable customers to see, prospectively reserve and order products that are immedi- ately available in a shopping center conveniently and in just a few clicks via their smartphone or over the Internet. The basic function- ality (“product search”) of Digital Mall was rolled out in all of our Ger- man shopping centers by the end of 2019. The offering remains lim- ited during the market launch phase. However, over 2.2 million prod- ucts were already available by the end of 2020, and the omni-channel offering continues to grow through the successive integration of an ever-increasing number of retailers and locations. The leisure, customer experience and meeting point aspects of our centers are also being enhanced. In addition to the creation of attractive and new restaurant spaces, this includes our “At Your Ser- vice” and “Mall Beautification” investment programmes which were launched back in 2018, even if these have currently been adjusted or partially postponed due to the coronavirus. The aim is to make the centers a more pleasurable place to be and to raise the qual- ity of service through targeted investments in, among other things, improved service and lounge areas, modern entertainment zones for kids, simplified in-house navigation when searching for shops or parking using touch screens or smartphone solutions, and intelligent parking guidance systems. The conclusion of leases with as long a term as possible with tenants with high credit ratings across every retail segment also reduces market and sector risks. Combined ­ management report / Risk report Financial Report 2020 / Deutsche EuroShop 22
  • 25. Since the outbreak of the coronavirus and until the pandemic situ- ation has stabilised to a significant degree, the huge impact of the business closures and restrictions have dominated the business of our tenants and thus also influenced our profitability. On the basis of economic necessity and the legal framework and with a view to sus- tainable and long-term cooperation with our tenants, we will con- tinue to seek economic solutions (e. g. temporary rent reductions) with our rental partners in a flexible manner that is in line with the evolving course of the pandemic. We set the amount of losses and likelihood of occurrence of the market and sector risks at high (amount of loss and likelihood of occurrence according to combined management report 2019: medium). Rental risk The long-term success of the Deutsche EuroShop AG business model depends, in particular, on leases for retail space and the generation of stable and/or growing rental income in addition to low vacancy rates. Due to the medium-term and long-term renting of retail space, Deutsche EuroShop AG is not as reliant on short-term economic developments as companies in other sectors are. However, given retail commerce’s greater dependency on the state of the economy, we cannot rule out the possibility of a change in economic conditions impacting Deutsche EuroShop AG’s business. Economic fluctuations in addition to structural changes in the retail market affect demand for floor space, rent prices and contractual conditions. Thus, there is the risk that floor space is not rented or is rented at inadequate prices or is rented under excessively unfavour- able conditions, for example with respect to lease terms or service charge apportionments. Low contributions to revenues from leasing and/or rising vacancy rates are also possible. As a result, income would turn out to be less than budgeted, and dis- tributions to shareholders might have to be reduced. If the rental income for a property company is no longer sufficient to meet its interest and repayment obligations, this could lead to the loss of the entire property. Our reaction to this risk is to transfer leasing management to pro- fessional market leaders in asset management as well as to closely monitor the market with continuous and timely reporting on regular or foreseeable unscheduled leasing. In addition, we enforce a pref- erence for medium-term and long-term leases involving high mini­ mum rent price agreements, to the extent feasible from a market perspective. The economic consequences of the coronavirus pandemic are influ- encing demand for floor space, rent rates and the contractual condi- tions for new and renewed leases. The time it takes for a space to be re-let may also increase, leading to higher vacancy rates. Due to the massive impact of the store closures on our tenants and the associated increased pandemic-related insolvency and re-let- ting risks, we have set the risk of loss and likelihood of occurrence posed by rental risk to high (loss estimate and likelihood of occur- rence according to 2019 combined management report: medium). Risk of rent loss Deteriorating performance and credit ratings among tenants, which may also be triggered by serious external political or economic shocks as well as by nationwide store closures imposed by govern- ments in response to the pandemic and accompanying legislative measures, may lead to defaults on leases and other financial bur- dens, with the risk of default on leases comprising the rent payments in their entirety, allocable ancillary costs and potential legal and rein- statement costs. Insolvency on the part of tenants, especially anchor tenants or shop chains, can moreover lead to temporary increases in vacancy rates. Risk is minimised by carefully selecting tenants, regularly analys- ing their sales growth and amounts outstanding as well as adopting reletting measures early in the event of negative developments. As a rule, tenants also put up commensurate security deposits, which are able to offset some of the financial burden in the event of default. The requisite writedowns are recognised on the balance sheet in individual cases. In financial year 2020, these amounted to €29.2 mil- lion, mainly due to the pandemic (previous year: €1.7 million). It is not possible to rule out high write-downs in the current financial year in view of the significant structural change in bricks-and-mortar retail and depending on economic developments and, in particular, the further course of the pandemic. We have set the amount of losses and likelihood of occurrence at high (amount of loss and likelihood of occurrence according to combined management report 2019: low and medium). Risk report / Combined ­ management report Deutsche EuroShop / Financial Report 2020 23
  • 26. Valuation and cost risks The complexity of the applicable court decisions and changes thereto could lead to corrections and objections in relation to ancillary costs, which in turn could lead to limits being enforced on passing the bur- den on to tenants and/or to subsequent reimbursements to same. Besides financial losses, this could also affect tenant satisfaction. Continuous examination of ancillary cost invoicing based on current legislation minimises this risk. New changes in the law may also mean that additional costs cannot legally and/or economically be passed on entirely to tenants as ancillary costs in future. Expenditure on maintenance and investment projects can turn out higher than budgeted on the basis of our past experience. Differ- ences may also materialise owing to external damage or loss, inac- curate assessment of maintenance requirements or deficiencies that are not identified or are identified too late. We minimise risks from cost overruns in current investment projects and maintenance measures by taking cost models for all identifia- ble risks into account in our calculations as a precautionary meas- ure at the planning stage. In addition, more large-scale construc- tion contracts are normally only awarded on a fixed-price basis to general contractors with strong credit ratings. During the building phase, professional project management is assured by the compa- nies we commission. However, it is impossible to completely avoid cost overruns in individual cases. The coronavirus pandemic has an indirect impact on management and cost risk. Even if the coronavirus-related rent concessions agreed with tenants regularly provide that ancillary costs will also be paid by tenants during the closure phase, the loss of tenants could result in longer vacancy periods and renovation measures, leading to an increase in the proportion of non-allocable ancillary costs and necessary investments. We rate the likelihood of budget overruns and additional costs as higher than in the previous year and have set this to medium (assessment of likelihood of occurrence according to 2019 combined management report: low). Financing and interest rate risks Interest rate levels are materially determined by underlying macro- economic and political conditions and therefore cannot be predicted by the Company. There is a risk that refinancing may only be availa- ble at higher interest rates than before. This would negatively impact EBT and FFO. As at the reporting date, the Group’s financing arrangements for the most part involved long-term interest rate hedging. There is cur- rently no discernible risk to the Group in connection with changes in interest rates based on upcoming new financing and refinanc- ing agreements. On the basis of current interest rate levels and the available loan offerings, it is expected that refinancing can be con- cluded at lower interest rates than the original rates contracted and that the planned interest rates are attainable with sufficient cer- tainty. We are constantly monitoring the interest rate environment so as to be able to react appropriately to interest rate changes. We minimise the interest rate risk for new property financing as far as possible by entering into long-term loans with fixed-interest periods of up to 15 years. Deutsche EuroShop AG occasionally uses derivatives that qualify for hedge accounting to hedge interest rate risks. These interest rate swap transactions transform variable interest rates into fixed inter- est rates. An interest rate swap is an effective hedge if the princi- pal amounts, maturities, repricing or repayment dates, interest pay- ment and principal repayment dates, and the basis of calculation used to determine the interest rates are identical for the hedge and the underlying transaction and the party to the contract fulfils the contract. The Company counters the risk of default by stringently examining its contract partners which are also lenders. Interest rate swaps and the underlying transaction are generally reported as one item in the annual financial statements. Financial instruments are not subject to liquidity or other risks. A test of effectiveness for the hedges described is implemented regularly. An economic or financial crisis, the substantial direct and ­ indirect repercussions of the coronavirus pandemic on the operations and cash flow of retail properties as well as a clear intensification of online competition or a stricter regulation of the financial sector could lead to a significant deterioration of banks’ lending policies with respect to credit margins, financing terms and expiries as well as loan conditions, which would negatively affect the earnings and financial position of the Company. Under extreme circumstances, the financing market could dry up altogether. The possibility cannot be completely excluded that, due for example to a deterioration in the results of operations of individual property companies or a change in lending policy, banks may not be prepared to provide refinanc- ing or to extend credit lines. Deutsche EuroShop AG responds to this financing risk by concluding long-term loan agreements, avoiding the accumulation over time of loan maturities and observing conserv- ative debt ratios. Furthermore, the Company maintains long-term business relationships with a large number of investment, commer- cial and mortgage banks in its target markets in order to secure the best possible access to the capital markets. Combined ­ management report / Risk report Financial Report 2020 / Deutsche EuroShop 24
  • 27. The Group loans expiring in 2021 of €135.3 million were re-financed (€65.2 million) or are in the final stage of negotiation with the financ- ing banks (€70.1 million). A loan of €24.4 million of a joint venture is scheduled for refinancing in 2021 on a pro-rata basis and the nego- tiations with the financing banks are also in the final stages. Based on the status of negotiations with the banks, there is no indication that the refinancing cannot be concluded by the scheduled expiry of the loans. Currency risk Deutsche EuroShop AG’s activities are limited exclusively to the European economic area. Manageable currency risks arise in the case of the eastern European investment companies. These risks are not hedged because this is purely an issue of translation at the reporting date and is therefore not associated with any cash flow risks. The currency risk from operations is largely hedged by linking rents and loan liabilities to the euro. There is a risk that if the Hun- garian forint, the Polish zloty or the Czech koruna were to plummet against the euro for a long period of time, tenants would no longer be able to pay what would then be considerably higher rents denom- inated in a foreign currency. Risk of damage Real estate properties are subject to the risk of total or partial ruin on account of external factors (e.  g. damage from fire or flooding, vandalism, terror attacks), which can lead to repair costs and leasing defaults. These types of damage are hedged to the greatest possible extent by insurance policies with insurers with a high credit rating. It is, however, conceivable that not all theoretically possible damage is adequately covered by insurance policies, or that this insurance cov- erage cannot be maintained on adequate terms in light of changing conditions in the insurance market, or that sufficient insurance pro- tection will not even be offered. In addition, insurers may deny their services or a deterioration in the credit rating of an insurer may lead to potential defaults on payments in connection with the enforcement of insurance claims. In order to avoid damage, our properties are also actively secured by fire and burglary protection and anti-vandalism measures. Legal risk The concept for our business model is based on the current legal sit- uation, administrative opinion and court decisions, all of which may, however, change at any time. In the wake of the coronavirus pan- demic, various legislators in Europe, including Germany and Poland, were quick to enact new laws or amend existing laws that may pro- vide temporary relief to tenants in terms of their rental payment obli- gations during government-mandated, pandemic-related business closures. The exact interpretation and impact of these laws is not yet possible in many cases due to a lack of precedents and rulings. Given the regular, consensus-oriented negotiations we have held with our tenants during the pandemic situation with regard to the poten- tial and appropriate limitation or division of losses for the affected periods, we do not currently assume any increased legal risk in this regard. The Company is not currently aware of any legal risks that could have a major impact on its assets or results of operations. Personnel risk Given the small number of employees of Deutsche EuroShop AG, the Company is dependent on individual persons in key positions. The departure of these key staff would lead to a loss of expertise, and the recruitment and induction of new replacement personnel could tem- porarily impair day-to-day business. This kind of impairment is kept to a minimum by means of representation policies and the documen- tation of material work processes. IT risk Deutsche EuroShop AG’s information system is based on a cen- trally managed network solution. Corrective and preventive mainte- nance of the system is carried out by an external service provider. A detailed access policy ensures that staff and external service provid- ers are granted access exclusively to systems they require for their work. A virus protection concept and permanent monitoring of data traffic with respect to hidden and dangerous content are designed to protect against external attacks. All data relevant to operations is backed up daily by remote backup and also regularly on multiple storage media. In the event of a hardware or software failure in our system, all data can be reproduced at short notice. Risk report / Combined ­ management report Deutsche EuroShop / Financial Report 2020 25
  • 28. OPPORTUNITY REPORT Deutsche EuroShop AG forms part of a retail market undergoing dynamic structural transformation. While bricks-and-mortar retail is currently facing challenges from strong growth in online retail, and many transformation processes are being initiated more actively, the strict boundaries between the online and offline shopping world continue to disappear. The coronavirus pandemic has significantly increased the pressure to act and the required speed of implemen- tation. Even before this, however, there was a clear trend towards purely online retailers increasingly opening shops and branch net- works or gaining access to bricks-and-mortar retail chains and their branch network through acquisitions or joint ventures. This develop- ment is based on the expectation from customers that they will be able to buy all products online or offline depending on the ­ situation. Lots of retailers had to accept that they were only able to gener- ate revenue during the closure phase with an omnichannel sales approach as this sales approach opens up new opportunities in the areas of customer contact and service and provides revenue growth potential. Attractive bricks-and-mortar retail spaces and thus also shopping centers will continue to play an important role in the transformation of the retail landscape to a largely integrated omni-­ channel distribution. This is supported by the rapid and relatively significant recovery in customer footfall and tenant revenue in many segments following the reopening of stores post-lockdown. In addi- tion, bricks-and-mortar spaces are also increasingly lending them- selves to being used as local logistics hubs for fast and cost-efficient delivery services. Given the prompt stabilisation of the pandemic situation and the positioning of our shopping centers at first-rate locations, broad sec- tor diversification within the centers, the increasing link-up between the shopping centers and online retail via Digital Mall, and their con- ceptional adaptation with an emphasis on leisure, customer experi- ence and meeting point aspects, and the increasing complementary importance of shop space to online retail, we see opportunities for further success even during the current accelerated phase of struc- tural change. In the area of financing, the continued environment of low interest rates affords fundamentally good opportunities for concluding refi- nancing and new financing agreements on more favourable terms, which would positively impact EBT and FFO. In addition, once the special challenges posed by the coronavirus pandemic have been overcome and the market situation has stabi- lised, there will be growth opportunities for Deutsche EuroShop AG through the acquisition of further shopping centers or stakes therein, in keeping with its clearly defined, selective investment strategy. This, in turn, would positively impact the results of operations. Fur- ther external growth can also enhance the diversification effect in the Company’s holdings portfolio. Due to the great degree of flexi- bility in the implementation of our acquisition and holdings struc- tures, our good reputation with banks and as a reliable partner in the real estate market, the Company will be well positioned follow- ing stabilisation of the pandemic situation to continue to operate in the transactions market in such a way as to exploit opportunities going forward. Combined ­ management report / Opportunity report Financial Report 2020 / Deutsche EuroShop 26
  • 29. REMUNERATION REPORT The remuneration model of Deutsche EuroShop AG was changed in line with the German Act on the Appropriateness of Managing Board Remuneration (VorstAG) and the requirements of the Corpo- rate Governance Code and was last put before the General Meeting for approval in June 2018. In the case of new or extended Executive Board memberships, the requirements were examined and amended by the Supervisory Board. REMUNERATION SYSTEM FOR THE EXECUTIVE BOARD Remuneration for the Executive Board is set by the Super­ visory Board. The remuneration system provides for a non-performance-­ related basic annual remuneration component based on the individ- ual Executive Board member’s duties, a performance-related remu- neration component, and non-cash benefits in the form of a company car and contributions to a pension scheme. As a performance-related remuneration component, the bonus is dependent on the long-term performance of the Company. It is based on the weighted average over the financial year and the two previous financial years. Group EBT (excluding measurement gains/losses) for the financial year is taken into account at a weighting of 60% in the basis of calculation, that of the previous financial year at 30% and that of the financial year before that at 10%. Mr Wellner receives 0.25% of the calculation basis as a bonus and Mr Borkers 0.2%. The bonus for Mr Wellner is limited to 150% of his basic annual remu- neration and the bonus for Mr Borkers is limited to €300 thousand. The non-performance-related basic annual remuneration is €282 thousand for Mr Wellner and €199 thousand for Mr Borkers. In addi- tion, Mr Wellner is expected to receive a bonus of €354 thousand and Mr Borkers €283 thousand for 2020. The final amount of the bonuses will only be available after approval of the consolidated financial statements by the Supervisory Board, upon which they will be payable. Should the results of operations and net assets of the Company dete- riorate during the term of the respective employment contracts to such an extent that further payment of this remuneration becomes unreasonable, the rules of section 87 (2) of the AktG will apply. The Supervisory Board will decide at its own discretion on the extent to which such remuneration will be reduced. In the event that the employment contract is terminated prema- turely by the Company without any good cause, the members of the Executive Board will be entitled to a settlement in the amount of the annual remuneration outstanding up to the end of the agreed con- tractual term, but limited to an amount equivalent to a maximum of two annual remunerations (basic annual remuneration plus bonus). For the measurement of the annual remuneration amount, the aver- age annual remuneration for the previous financial year and the probable annual remuneration for the current financial year shall be applicable. A long-term incentive (LTI 2018) remuneration component was agreed in financial year 2018. The amount of the LTI 2018 is based on the positive change in market capitalisation of Deutsche ­EuroShop AG according to the data provided by Deutsche Börse over the period from 1 July 2018 to 31 December 2021. Market capital- isation is calculated by multiplying the volume-weighted average price over the last 20 trading days by the number of Company shares issued. According to the data provided by Deutsche Börse, the Com- pany’s volume-weighted market capitalisation stood at €1,862.4 mil- lion as at 1 July 2018. Mr Wellner will receive 0.10% of any positive change in market capi- talisation over the above period of up to €500 million, and Mr Borkers 0.05%. For any change over and above this amount, Mr Wellner will receive 0.05% and Mr Borkers 0.025%. Payment under the LTI 2018 will be made in three equal annual instalments, the first being paya- ble on 1 January 2022. In the event that the employment contract is terminated prematurely by the Company, any entitlements arising from the LTI 2018 until that date will be paid out prematurely. On 31 December 2020, the market capitalisation of the Company stood at €1,106.7 million, which was €755.7 million lower than the figure as at 1 July 2018. There was therefore no potential liability under the LTI 2018 as at the reporting date. Remuneration report / Combined ­ management report Deutsche EuroShop / Financial Report 2020 27
  • 30. REMUNERATION OF THE EXECUTIVE BOARD 2020 The remuneration of the Executive Board amounted to €1,323 thou- sand, which broke down as follows: in € thousand Wilhelm Wellner Olaf Borkers Total CEO Joined: 01.02.2015 Member of the Management Board Joined: 01.10.2005 Contributions made 2020 2019 2020 (min.) 2020 (max.) 2020 2019 2020 (min.) 2020 (max.) 2020 Fixed remuneration 282 282 236 199 Ancillary benefits 22 25 0 12 Total 304 307 236 211 540 One-year variable remuneration 354 404 0 423 283 284 0 300 Multi-year variable Remuneration1 LTI 2018 0 0 0 ( 2 ) 0 0 0 ( 2 ) Total 354 404 283 284 637 Pension expense 143 143 3 3 146 TOTAL REMUNERATION 801 854 522 498 1,323 1 Due to the preliminary nature of the remuneration calculations at the time the annual financial statements were drawn up, the payments may vary slightly with respect to the remuneration figures for the previous year. 2 no maximum In 2020, the Executive Board was in receipt of payments totalling €1,281 thousand: in € thousand Wilhelm Wellner Olaf Borkers Total CEO Joined: 01.02.2015 Member of the Management Board Joined: 01.10.2005 Income 2020 2019 2020 (min.) 2020 (max.) 2020 2019 2020 (min.) 2020 (max.) 2020 Fixed remuneration 282 282 236 199 Ancillary benefits 22 25 0 12 Total 304 307 236 211 540 One-year variable Remuneration1 404 390 0 423 284 279 0 300 Multi-year variable remuneration LTI 2018 0 0 0 ( 2 ) 0 0 0 ( 2 ) Total 404 390 284 279 688 Pension expense 50 50 3 3 53 TOTAL REMUNERATION 758 747 523 493 1,281 1 Due to the preliminary nature of the remuneration calculations at the time the annual financial statements were drawn up, the payments may vary slightly with respect to the remuneration figures for the previous year. 2 no maximum Combined ­ management report / Remuneration report Financial Report 2020 / Deutsche EuroShop 28
  • 31. Ancillary benefits include the provision of a car for business and pri- vate use. Pension expenses for Mr Wellner comprise a defined con- tribution pension plan amounting to €50 thousand p.a. which was granted to him until the age of 62. The pension commitment will ter- minate prematurely if Mr Wellner does not accept an extension to his work on the Executive Board offered to him by the Company and in the event of incapacity for work or death. No advances or loans were granted to members of the Executive Board. The Company has not entered into any commitments or con- tingent liabilities in favour of these persons. The outgoing CEO, Claus-Matthias Böge, is to receive a total of €1,712 thousand under the Long-Term Incentive 2010, which covered the period to 30 June 2015. From 2016, this amount was paid at the start of each year in five equal instalments, finishing in 2020. The Supervisory Board intends to present to the Annual General Meeting on 18 June 2021 a new remuneration system for the Exec- utive Board. REMUNERATION OF THE SUPERVISORY BOARD The remuneration of the Supervisory Board is based on section 8 (4) of the Articles of Association of Deutsche EuroShop AG. In accord- ance with the Articles of Association, the remuneration amounts to €50,000 for the chairman, €37,500 for the deputy chairman and €25,000 for each of the other members of the Supervisory Board. Committee membership is not taken into account when determin- ing the remuneration of the Supervisory Board. Moreover, the remu- neration does not contain any performance-related elements. The remuneration is determined on the basis of the business model and size of the Company as well as the responsibility associated with the role. The Company’s business and financial position is also taken into consideration. If any member of the Supervisory Board should leave the Super­ visory Board during the financial year, they shall receive their remu- neration pro rata. In accordance with section 8 (5) of the Articles of Association, expenses are also reimbursed. The remuneration of the members of the Supervisory Board totalled €262.5 thousand in the period under review, which breaks down as follows: in € thousand 2020 2019 Reiner Strecker 50.0 59.5 Karin Dohm 37.5 44.6 Dr Anja Disput 25.0 16.5 Henning Eggers 25.0 16.5 Dr Henning Kreke 25.0 29.8 Alexander Otto 25.0 29.8 Claudia Plath 25.0 16.5 Klaus Striebich 25.0 29.8 Roland Werner 25.0 29.8 Thomas Armbrust 0.0 13.2 Beate Bell 0.0 13.2 Manuela Better 0.0 13.2 262.5 312.4 No advances or loans were granted to the members of the Super­ visory Board. No pensions are paid to former members of the Executive or Super- visory Boards or to their dependants. ACQUISITION REPORTING Deutsche EuroShop shares are traded on the Frankfurt Stock Exchange and other exchanges. As at 31 December 2020, 20.03% of shares were owned by Alexander Otto (previous year: 19.47%). The share capital is €61,783,594, comprised of 61,783,594 no-par- value registered shares. The notional value of each share is €1.00. According to Article  5 of the Articles of Association, the Execu- tive Board is authorised, with the Supervisory Board’s approval, to increase the share capital by up to a total of €11,680,999 through individual or multiple issues of new no-par-value registered shares against cash and/or non-cash contributions before 27 June 2022 (Authorised capital 2017). As at 31 December 2020, no use had been made of this authorisation. Deutsche EuroShop / Financial Report 2020 29 Remuneration report / Acquisition reporting / Combined ­ management report
  • 32. In addition, the Executive Board was authorised by a resolution of the Annual General Meeting held on 28 June 2018 to acquire treas- ury shares in the Company constituting up to 10% of the share capital available on the entry into force or – if this is lower – on exercise of the authorisation by 27 June 2023. As at 31 December 2020, no use had been made of this authorisation. A change-of-control arrangement has been agreed with two employ- ees. Under this arrangement, if and insofar as the Company informs them that they will no longer be employed in their current positions, these employees will have a special right of termination with a notice period of one month up to the end of the quarter, which will be valid for twelve months from the date the change of control takes effect. A change of control arises if Deutsche EuroShop AG merges with another company, if a public takeover bid has been made under the German Wertpapiererwerbs- und Übernahmegesetz (WpÜG – Secu- rities Acquisition and Takeover Act) and accepted by a majority of shareholders, if the Company is integrated into a new group of com- panies or if the Company goes private and is delisted. In the event of such termination of the employment relationship, these employees will receive a one-time payment amounting to three months’ gross salary multiplied by the number of years that they have worked for the Company, but limited to a maximum of 24 months’ gross salary. Deutsche EuroShop Group does not currently have any other com- pensation agreements with members of the Executive Board or other employees for the event of a change of control. The material provisions governing Deutsche EuroShop AG, which include a change of control clause, primarily relate to bilateral credit facilities and various loan agreements. In the event of a takeover, the relevant lenders are entitled to terminate the facility and where applicable demand immediate repayment. A takeover is defined as a third party taking control of Deutsche EuroShop AG; the takeover may also be made by a group acting jointly. DECLARATION ON ­CORPORATE GOVERNANCE (SECTION 289F, SECTION 315D HGB) The declaration on corporate governance, in conformity with section 3.10 of the Deutscher Corporate Governance Kodex (German Corpo- rate Governance Code) and section 289f, 315d of the Handelsgesetz- buch (HGB – German Commercial Code) has been published on the Deutsche EuroShop website at www.deutsche-euroshop.com/EZU REPORTING ON THE ­SEPARATE FINANCIAL STATEMENTS OF DEUTSCHE EUROSHOP AG As the Group managing company, Deutsche EuroShop AG is respon- sible for corporate strategy, portfolio and risk management, financ- ing and communication. As the holding company, the economic development of Deutsche EuroShop AG depends primarily on the business development of the Group’s operating companies. Deutsche EuroShop AG also directly participates in and shares the opportuni- ties and risks of the Group companies. Therefore, please also refer to the reporting on the Group in sections “Macroeconomic and Sec- tor-Specific Conditions”, “Risk report” and “Opportunity report” in this combined management report. The annual financial statements of Deutsche EuroShop AG were pre- pared in accordance with the rules of the German Commercial Code (HGB), in compliance with the German Stock Corporation Act (AktG), while those of the Group were drawn up according to IFRS rules. Financial Report 2020 / Deutsche EuroShop 30 Combined ­ management report / Acquisition reporting / Declaration on ­ corporate governance / Reporting on the ­ separate financial statements
  • 33. RESULTS OF OPERATIONS OF DEUTSCHE EUROSHOP AG (HGB) in € thousand 01.01.–31.12.2020 01.01.–31.12.2019 Change +/- in % Other operating income 317 150 167 111 Personnel expenses -2,030 -2,055 25 1 Depreciation/amortisation and other operating expenses -3,199 -2,185 -1,013 -46 Investment income 38,059 69,353 -31,294 -45 Financial gains or losses -13,511 -7,918 -5,593 -71 Taxes on income and earnings -1,382 11,784 -13,166 -112 Net profit 18,254 69,129 -50,875 -74 Profit brought forward 34,629 0 34,629 Transfer to retained earnings -9,100 -34,500 25,400 UNAPPROPRIATED SURPLUS 43,783 34,629 9,145 For Deutsche EuroShop AG, financial year 2020 was overshadowed by the effects of the coronavirus pandemic. At €19.6 million, pre-tax profit was €37.7 million lower than in the previous year (€57.3 mil- lion). A principal component of the Company’s earnings is invest- ment income, at €38.1 million (previous year: €69.4 million), which was down €31.3 million year on year. This decline is essentially explained by the coronavirus-related rent defaults and necessary write-downs on receivables from the investments. In addition, in order to strengthen the liquidity of individual investments, no divi- dend payments were recognised in the income statement. In the previous year, the financial result was boosted by the interest refund as part of the trade tax reimbursement of €2.7 million. The interest expenses fell by €0.1 million year on year due to the sched- uled repayments. Conversely, the write-down of €10.1 million, which was carried out on the basis of an external appraisal report on the investment property, impacted the investment in Saarpark Center Neunkirchen KG. Taxes on income and earnings resulted in an expense of €1.4 million, compared with tax income of €11.8 million in the previous year. Of this amount, €0.1 million was attributable to the reversal of deferred taxes (previous year: reversal of €12.9 million), €1.5 million to taxes to be paid (previous year: €8.2 million) and a further €7.1 million to a trade tax reimbursement. The reversal of deferred taxes in the prior year was the result of the corporate restructuring of individ- ual investments completed in 2019, which will enable the extended trade tax reduction to be used to a greater extent than it has been. The decline in taxes payable is due to the restructuring in the pre- vious year as well as to the low share in earnings from investees owing to the coronavirus. NET ASSETS OF DEUTSCHE EUROSHOP AG (HGB) in € thousand 31.12.2020 31.12.2019 Change +/- Financial investments 1,168,713 1,161,439 7,274 Other non-current assets 145 184 -39 Receivables and other assets 457 859 -402 Cash and bank balances 79,211 69,027 10,184 Assets 1,248,526 1,231,509 17,017 Equity 1,061,775 1,043,521 18,254 Provisions 1,899 3,066 -1,167 Liabilities 103,862 103,772 90 Deferred tax liabilities 80,990 81,150 -160 Liabilities 1,248,526 1,231,509 17,017 The increase in non-current financial investments was due mainly to the proportional net profits of investees, as determined under com- mercial law, reduced by the withdrawals made in financial year 2020. The equity ratio of Deutsche EuroShop AG improved slightly from 84.7% to 85.0% and remained at a very healthy and high level. Deutsche EuroShop / Financial Report 2020 31 Reporting on the ­ separate financial statements / Combined ­ management report
  • 34. FINANCIAL POSITION OF DEUTSCHE EUROSHOP AG (HGB) in € thousand 01.01.– 31.12.2020 01.01.– 31.12.2019 Net profit 18,254 69,129 Undistributed share in entitlement to profits -14,109 0 Cash distributions on investees recognised in equity 0 50,509 Measurement of investments not affecting liquidity 10,084 6,618 Addition/reversal for deferred income taxes -160 -12,846 1. Free cash flow from operating activities 14,069 113,410 2. Outflows for new investments 0 -100 3. Inflows from equity 0 0 Inflows/outflows from bank loans -1,777 -1,753 4. Inflows/outflows from financing activities -1,777 -1,753 5. Other cash changes in the balance sheet -2,108 -258 6. Dividend for the previous year 0 -92,675 Liquidity at the start of the year 69,027 50,403 Cash changes in liquidity (1st to 6th subtotal) 10,184 18,624 Liquidity at the end of the year 79,211 69,027 Due to the lower share in earnings of investments and the partial waiver of distributions to strengthen liquidity in investments, free cash flow from operating activities fell to €14.1 million in the year under review, compared with €113.4 million in 2019 (-87,6%). For the past financial year, there was a return on the equity paid in amount- ing to €1,369.0 million of 1.0% compared with 8.3% in the previous year. Free cash flow per share fell from €1.84 to €0.23. The outflows for new investments in the previous year included the newly founded DES Beteiligungs GmbHCo. KG as part of the corpo- rate restructuring of the Group. Outflows from financing activities were the result of scheduled repayments of long-term bank loans. Taking into account the cash changes in net working capital (€-2.1 million), liquidity ended the year at €79.2 million. FORECAST FOR DEUTSCHE EUROSHOP AG (HGB) At the present time, it is not possible to make an assessment of the negative effects the continuing pandemic will have on the operating profits of our investees, and thus to provide a forecast for the 2021 financial year as a whole. The repercussions depend, in particular, on the duration and extent of the pandemic, the efficacy of vaccinations and the vaccination status of the population, further official restric- tions, legislation and support measures. However, we expect lower investment income from our investees in 2021. Hamburg, 25 March 2021 Forward-looking statements This combined management report contains forward-looking state- ments based on estimates of future developments by the Executive Board. The statements and forecasts represent estimates based on all of the information available at the current time. If the assumptions on which these statements and forecasts are based do not material- ise, the actual results may differ from those currently being forecast. Rounding and rates of change Percentages and figures stated in this report may be subject to rounding differences. The rates of change are based on economic considerations: improvements are indicated by a plus (+); deteriora- tion by a minus (-). Financial Report 2020 / Deutsche EuroShop 32 Combined ­ management report / Reporting on the ­ separate financial statements
  • 35. Forum Wetzlar Deutsche EuroShop / Financial Report 2020 33
  • 36. CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEET Assets in € thousand Note 31.12.2020 31.12.2019 ASSETS Non-current assets Intangible assets 7. 51,732 53,752 Property, plant and equipment 7. 330 424 Investment properties 8. 3,437,145 3,822,786 Investments accounted for using the equity method 9. 444,517 511,493 Non-current assets 3,933,724 4,388,455 Current assets Trade receivables 10. 19,822 7,417 Other current assets 11. 17,805 14,646 Cash and cash equivalents 12. 266,030 148,087 Current assets 303,657 170,150 TOTAL ASSETS 4,237,381 4,558,605 Consolidated Financial Statements / Consolidated balance sheet Financial Report 2020 / Deutsche EuroShop 34
  • 37. Liabilities in € thousand Note 31.12.2020 31.12.2019 EQUITY AND LIABILITIES Equity and reserves Issued capital 61,784 61,784 Capital reserves 1,217,560 1,217,560 Retained earnings 723,902 970,229 Total equity 13. 2,003,246 2,249,573 Non-current liabilities Financial liabilities 14. 1,359,612 1,433,373 Deferred tax liabilities 16. 324,978 378,755 Right to redeem of limited partners 17. 311,525 351,905 Other liabilities 15. 26,851 33,863 Non-current liabilities 2,022,966 2,197,896 Current liabilities Financial liabilities 14. 181,816 78,974 Trade payables 15. 3,303 5,805 Tax liabilities 15. 456 1,401 Other provisions 18. 8,313 8,120 Other liabilities 15. 17,281 16,836 Current liabilities 211,169 111,136 TOTAL EQUITY AND LIABILITIES 4,237,381 4,558,605 Consolidated balance sheet / Consolidated Financial Statements Deutsche EuroShop / Financial Report 2020 35
  • 38. CONSOLIDATED INCOME STATEMENT in € thousand Note 01.01.–31.12.2020 01.01.–31.12.2019 (adjusted) 1 Revenue 19. 224,104 231,487 Property operating costs 20. -18,581 -17,488 Property management costs 21. -9,707 -10,813 Write-downs and disposals of financial assets 10., 22. -29,218 -1,674 Net operating income (NOI) 166,598 201,512 Other operating income 23. 2,400 1,915 Other operating expenses 24. -7,759 -5,958 Earnings before interest and taxes (EBIT) 161,239 197,469 Share in the profit or loss of associated companies and joint ­ ventures accounted for using the equity method 9., 25. -51,482 4,345 Interest expense -43,716 -49,256 Profit/loss attributable to limited partners 17. -13,501 -18,443 Interest income 547 2,745 Financial gains or losses -108,152 -60,609 Measurement gains/losses 26. -355,845 -94,188 Earnings before tax (EBT) -302,758 42,672 Taxes on income and earnings 27. 51,041 69,419 CONSOLIDATED PROFIT -251,717 112,091 Earnings per share (€), undiluted and diluted 28. -4.07 1.81 1 The disclosure within net operating income was changed in the year under review and the previous year’s figures have been adjusted for easier comparability. Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”. Consolidated Financial Statements / Consolidated income statement Financial Report 2020 / Deutsche EuroShop 36
  • 39. STATEMENT OF COMPREHENSIVE INCOME in € thousand Note 01.01.–31.12.2020 01.01.–31.12.2019 Consolidated profit -251,717 112,091 Items which under certain conditions in the future will be ­ reclassified to the income statement: Actual share of the profits and losses from instruments used to hedge cash flows 13. 6,921 487 Deferred taxes on changes in value offset directly against equity 13. -1,531 -78 Total earnings recognised directly in equity 5,390 409 TOTAL PROFIT -246,327 112,500 Share of Group shareholders -246,327 112,500 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY in € thousand Note Number of shares outstanding Issued capital Capital reserves Other retained earnings Statutory reserve Cash flow hedge reserve Total 01.01.2019 61,783,594 61,784 1,217,560 974,484 2,000 -26,080 2,229,748 Total profit 0 0 112,091 0 409 112,500 Dividend payments 13. 0 0 -92,675 0 0 -92,675 31.12.2019 61,783,594 61,784 1,217,560 993,900 2,000 -25,671 2,249,573 01.01.2020 61,783,594 61,784 1,217,560 993,900 2,000 -25,671 2,249,573 Total profit 0 0 -251,717 0 5,390 -246,327 Dividend payments 13. 0 0 0 0 0 0 31.12.2020 61,783,594 61,784 1,217,560 742,183 2,000 -20,281 2,003,246 Deutsche EuroShop / Financial Report 2020 37 Statement of comprehensive income / Consolidated statement of changes in equity / Consolidated Financial Statements
  • 40. CONSOLIDATED CASH FLOW STATEMENT in € thousand Note 01.01.–31.12.2020 01.01.–31.12.2019 Consolidated profit -251,717 112,091 Income taxes 26. -51,041 -69,419 Financial gains or losses 108,152 60,609 Amortisation/depreciation of intangible assets and property, plant and equipment with a finite life 23. 144 169 Unrealised changes in fair value of investment property and other measurement gains/losses 25. 355,845 94,188 Distributions and capital repayments received 9. 15,494 23,896 Changes in trade receivables and other assets 10., 11. -15,920 -4,894 Changes in current provisions 18. 193 707 Changes in liabilities 15. -2,084 4,419 Cash flow from operating activities 159,066 221,766 Interest paid -43,669 -48,776 Interest received 547 2,745 Income taxes paid 26. -4,856 -5,529 Net cash flow from operating activities 111,088 170,206 Investments in investment properties 8. -15,053 -19,324 Inflows from the disposal of investment properties 490 0 Investments in intangible assets and property, plant and equipment -13 -27 Inflows from the disposal of financial assets 0 19 Cash flow from investing activities -14,576 -19,332 Assumption of financial liabilities 14., 28. 45,721 16,575 Repayment of financial liabilities 14. -16,687 -27,101 Repayment of lease liabilities 15. -89 -107 Payments to limited partners 17. -7,514 -15,814 Payments to Group shareholders 13. 0 -92,675 Cash flow from financing activities 21,431 -119,122 Net change in cash and cash equivalents 117,943 31,752 Cash and cash equivalents at beginning of period 12. 148,087 116,335 CASH AND CASH EQUIVALENTS AT END OF PERIOD 12. 266,030 148,087 Consolidated Financial Statements / Consolidated cash flow statement Financial Report 2020 / Deutsche EuroShop 38
  • 41. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR FINANCIAL YEAR 2020 PRINCIPLES ­UNDERLYING THE CONSOLIDATED ­FINANCIAL STATEMENTS 1. GENERAL DISCLOSURES The Group parent company is Deutsche EuroShop AG, Hamburg, Germany. The Company’s registered office is at Heegbarg 36, 22391 Hamburg, Germany. The Company is entered in the Hamburg Commercial Register (HRB 91799). Deutsche EuroShop AG focuses on acquiring, managing, using and selling investments of all kinds, and in particular investments in retail properties. The consolidated financial statements of Deutsche EuroShop AG have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), including the interpretations of the Inter- national Financial Reporting Interpretations Committee (IFRIC) and the supplementary provisions of German commercial law required to be applied under section 315e (1) of the Handelsgesetzbuch (HGB – German Commercial Code). All IFRS and IFRIC interpretations endorsed by the European Commission and required to be applied as at 31 December 2020 have been applied. The Executive Board pre- pared the consolidated financial statements as at 31 December 2020 on 25 March 2021 and forwarded them to the Supervisory Board for examination and approval. In addition to the consolidated balance sheet, consolidated income statement and consolidated statement of comprehensive income, the consolidated financial statements comprise the consolidated state- ment of changes in equity, the consolidated cash flow statement and the notes to the consolidated financial statements. Amounts are mainly presented in thousands of €. The preparation of the consolidated financial statements necessitates the use of estimates and assumptions. These affect the reported amounts of assets, liabilities and contingent liabilities as at the reporting date, as well as the recognition of income and expenses during the reporting period. The actual amounts can differ from these estimates. Expected cash flows and the discount factor in particular are critical parameters for the measurement of invest- ment properties (for more information, see the notes to section “8. Investment properties”). When calculating write-downs on rent receivables, rental concessions still expected to be granted, which are included the write-down calculation, constitute a ­ significant ­ estimation parameter (for more information, see the notes to ­ section “10. Trade receivables”). A detailed list of the companies included in the consolidated financial statements forms part of the notes. The annual financial statements of the consolidated companies were prepared on 31 December 2020, the reporting date of the consoli- dated financial statements. Deutsche EuroShop / Financial Report 2020 Notes / CONSOLIDATED FINANCIAL STATEMENTS 39
  • 42. 2. BASIS OF CONSOLIDATION The scope of consolidation has not changed compared with the ­previous year. As at 01.01. / 31.12.2020 Domestic 1 Abroad 1 Total Fully consolidated ­subsidiaries 11 4 15 Associates included in consolidated financial statements in accordance with the equity method Joint ventures 4 3 7 Associates included in consolidated financial statements in accordance with the equity method Associates 0 1 1 1 Companies are allocated in accordance with the segment allocation based on the loca- tion of the respective shopping center. This may be different from the company domicile. Subsidiaries The consolidated financial statements include the financial state- ments of the parent company and of the companies controlled by it. Deutsche EuroShop AG gains control when it: • is in a position to take decisions affecting another company, • is exposed to fluctuating returns and reflows from this ­ holding, and • is able, by reason of its decision-making capacity, to influence such returns. At every reporting date, a new assessment is carried out to establish whether or not an investee is controlled, by reference to whether cir- cumstances indicate that one or more of these criteria have changed. Financial information of subsidiaries with significant non-controlling interests The Group holds a stake of 52.01% in Main-Taunus-Zentrum KG, Ham­ burg and exercises a controlling influence over the ­ Company. The other 47.99% of shares are in free float. The Company posted non-cur- rent assets of €689,867 thousand (previous year: €759,972 thousand) and current assets of €30,842 thousand (previous year: €19,710 thou- sand) as at the reporting date. Non-current liability items amounted to €211,814 thousand (previous year: €214,127 thousand) and current ­ liability items totalled €8,759 thousand (previous year: €7,895 thou- sand). The Company generated revenue of €35,714 thousand ­(previous year: €36,521 thousand) and net profit (after earnings due to limited partners) of €-26,335 thousand (previous year: €21,949 thousand). A dividend of €3,305 thousand (previous year: €10,242 thousand) was paid to limited partners in the year under review. Joint ventures Joint ventures in which Deutsche EuroShop AG has a majority of the voting rights together with third parties are classified as joint ­ operations and accounted for using the equity method. Deutsche EuroShop AG has a 75% stake in Stadt-Galerie Passau KG, Hamburg. On the basis of corporate agreements, Deutsche EuroShop AG does not hold the majority of voting rights or exercise sole control of this Company. Associates In accordance with IAS 28, where Deutsche EuroShop AG can exer- cise a significant influence but not control over companies, these investments are measured using the equity method. Investees Investments over which Deutsche EuroShop AG has neither signifi- cant influence nor control are measured at fair value in principle. In line with IFRS 9, for initial recognition of an investment the Group has the irrevocable right to choose to record the fair value adjust- ment in other income as well. As at 31 December 2020 the Group had no investees. Shareholdings The list of shareholdings as required by section 313 (2) HGB forms part of the notes to the consolidated financial statements. The list of shareholdings also includes a conclusive list of all subsidiaries that meet the conditions of section 264b HGB and have exercised the option of exemption from specific provisions regarding the prepa- ration, auditing and disclosure of the annual financial statements or management report. 3. CONSOLIDATION METHODS Under the purchase method, the cost is eliminated against the ­ parent company’s interest in the re-valued equity of the ­ subsidiaries at the date of acquisition or initial consolidation. Any remaining excess of identified net assets acquired over cost of acquisition is ­ recognised as goodwill in intangible assets. Any negative differences are ­ recognised in income following a reassessment. Joint ventures and associates are measured using the equity method. The cost of acquiring the investment is recognised here in income at an amount increased or reduced by the changes in equity corresponding to the equity interest of Deutsche EuroShop AG. Intragroup transactions are eliminated as part of the consolidation of intercompany balances, income and expenses. Financial Report 2020 / Deutsche EuroShop CONSOLIDATED FINANCIAL STATEMENTS / Notes 40
  • 43. 4. NEW ACCOUNTING STANDARDS AND CHANGES IN PRESENTATION New accounting standards The following new or amended standards and interpretations rele­ vant for the business activities of the Group are required to be applied for the first time to the financial years ending on 31 ­December 2020: Amendments/standard Date applied (EU) Amendments Impact on the net assets, financial ­ position and results of operations or cash flow of Deutsche EuroShop AG Definition of a business (amendment to IFRS 3) 01.01.2020 Clarification of the definition of a business to distinguish more clearly whether a business or a group of assets was acquired. The amendment has to be applied ­ prospectively to acquisitions after the ­ initial application date. There are there- fore no effects from the changeover. Interest Rate Benchmark Reform (amendment to IFRS 9, IAS 39, IFRS 7) 01.01.2020 Relief for the continuation of hedge accounting under the reform of the benchmark interest rate No material impact Definition of materiality (amendment to IAS 1 and IAS 8) 01.01.2020 Standardisation and clarification of the definition of ­ materiality in IFRS No material impact Rental concessions in connection with COVID-19 (amendment to IFRS 16) 01.06.2020 Amendment making it easier for lessees to apply the ­regulations of IFRS 16 if modifications are made to the lease agreement as a result of rental concessions As the Group only has a small number of leases in which it, itself, is the lessee and no rent concessions have been agreed for these, the amendment had no repercussions. The following new or amended standards and interpretations rele- vant for the business activities of the Group are not yet compulsory and have not been applied prematurely: Amendments/standard Expected date of application (EU) Expected amendments Impact on the net assets, financial ­ position and results of operations or cash flow of Deutsche EuroShop AG Onerous Contracts – Cost of Fulfilling a ­Contract ­(amendment to IAS 37) 01.01.2022 The amendment specifies which costs an entity should ­ consider when assessing whether a contract is onerous or involves a loss. The amendment will be applied prospec- tively from the mandatory initial applica- tion date to all contracts that have not yet been fulfilled in full at that date. Fees in the ‘10 per cent’ Test for Derecognition of Financial Liabilities (amendment to IFRS 9) 01.01.2022 The amendment clarifies which fees must be included when assessing whether there is a modification to a ­financial liability. No material impact Classification of ­liabilities as current and non-­current ­(amendment to IAS 1) 01.01.2023 Clarification of the classification of liabilities as Current and non-current No material impact In addition, further standards and interpretations were adopted which are not expected to have any impact on the Group. Deutsche EuroShop / Financial Report 2020 Notes / CONSOLIDATED FINANCIAL STATEMENTS 41
  • 44. Changes in presentation In contrast to the previous year, the costs that are transferred for building insurance and property tax are no longer shown netted as these costs are part of the leasing component As a result, revenue and property operating costs each increased by €5,704 thousand in the financial year (previous year: €5,546 thousand). Furthermore, in contrast to the previous year, write-downs and ­ disposals of financial assets are reported separately in the consoli- dated income statement. In the previous year, these were included in property operating costs in the amount of €1,674 thousand. Both changes in presentation are made within net operating income (NOI) in the consolidated income statement. The previous year’s ­ figures in the consolidated income statement have been adjusted to  improve comparability of the current financial year with the ­previous year: in € thousand 2020 2019 (adjusted) Change in presenta- tion 2019 Revenue 224,104 231,487 5,546 225,941 Property operating costs -18,581 -17,488 -3,872 -13,616 Property management costs -9,707 -10,813 0 -10,813 Write-downs and ­disposals of financial assets -29,218 -1,674 -1,674 0 Net operating income (NOI) 166,598 201,512 0 201,512 5. CURRENCY TRANSLATION The Group currency is the euro (€). The companies located outside the eurozone that are included in the consolidated financial statements are treated as legally inde- pendent, but economically dependent, integrated companies. The reporting currency of these companies is therefore different from the functional currency (€). Under IAS 21, annual financial state- ments prepared in foreign currencies are translated using the func- tional currency method, with the result that the balance sheet is to be translated as if the transactions had arisen for the Group itself, as the local currency of the integrated companies is deemed to be a ­ foreign currency for these companies themselves. Monetary values are therefore translated at the closing rate and non-monetary items at the rate that applied at the time of initial ­ recognition. Non-monetary items to be reported at fair value are translated at the closing rate. Items in the consolidated income state- ment are translated at average rates for the year or, in the event of strong fluctuations, using the rate that applied on the date of the transaction. Any translation differences arising if the translation rates of the balance sheet and consolidated income statement differ are recognised in profit or loss. Translation was based on the following exchange rates: €1 = 31.12.2020 31.12.2019 Closing rate Average rate Closing rate Average rate Hungarian forint (HUF) 365.13 351.17 330.52 325.35 Polish zloty (PLN) 4.61 4.44 4.26 4.30 Czech koruna (CZK) 26.24 25.41 25.41 25.73 In addition, Deutsche EuroShop AG has a bank account in US dollars with a value of $446 thousand as at the balance sheet date, which was translated at an exchange rate of 1.23. 6. SIGNIFICANT ACCOUNTING POLICIES AND VALUATION METHODS Revenue and expense recognition As a general rule, revenue from leasing the investment properties is recognised on a straight-line basis over the term of the lease. ­ Tenant incentives granted are distributed on a straight-line basis over the lease term. The portion of tenant incentives granted but not yet ­ distributed as at the reporting date is reported under current assets. The rental concessions granted in connection with the coronavirus pandemic, to the extent that they relate to receivables that arose in the period up to the contractual agreement with the tenant, are treated as a waiver of receivables and recognised as a disposal of financial assets. Rental concessions that affect the period after the contractual agreement with the tenant are treated as a modifica- tion to the lease and are distributed on a straight-line basis over the remaining lease term from the date the agreement was reached. This approach is not applicable with respect to the cessation or reduction of rental payments that have been made on the basis of an existing lease agreement or by law. Those are treated as variable lease pay- ments and recognised in revenue as they actually arise. When passing on operating costs the Group acts as an agent for the service. The income from recharging is therefore netted with the corresponding expenses in the income statement. This does not include operating costs that are passed on and for which the tenants do not receive a separate service (property tax and build- ing insurance). The proceeds received through the transfer of these expenses, which are included in the property operating costs, are recognised in revenue (unnetted recognition). For further explana- tions on this topic, see section “4. New accounting standards and changes in presentation”. Financial Report 2020 / Deutsche EuroShop CONSOLIDATED FINANCIAL STATEMENTS / Notes 42
  • 45. Other revenue and other operating income are recognised once the relevant service has been rendered or once the risk has passed to the customer. Operating expenses are recognised once the service has been ­ utilised or at the time when they are booked through profit and loss. Interest income and expense are accrued. Determination of fair values The Group regularly reviews the determination of fair values for financial and non-financial assets and liabilities. It also conducts a regular assessment of significant, non-observable input factors and carries out valuation adjustments. When determining the fair value of an asset or liability, the Group uses observable market data ­wherever possible. Based on the input factors used in the valuation techniques, the fair values are categorised into different levels of the fair value hierarchy in accordance with IFRS 13: Level 1: Fair values determined using quoted prices in active markets. Level 2: Fair values determined using valuation methods for which the input factors that are relevant for the fair value are based on directly or indirectly observable market data. Level 3: Fair values determined using valuation methods for which the input factors that are relevant for the fair value are based on unobservable market data. In the case of assets or liabilities that are recognised at fair value on a regular basis, it is determined based on a reassessment at the end of the financial year whether reclassifications between the ­ hierarchical levels occurred. In 2020, as in the previous financial year, no reclassifications were made between the hierarchical levels. Intangible assets Intangible assets include acquired software and software licenses of Deutsche EuroShop AG and goodwill. Software additions are measured at cost. These are amortised at 33% using the straight-line method over the expected useful life of three years. The method of depreciation and the depreciation period are reviewed annually at the end of each financial year. Goodwill within the context of a company takeover arose as a posi- tive difference between the fair value of the assets, liabilities and ­ contingent liabilities at the time of acquisition as well as the deferred taxes of the acquired company and the consideration paid for it by the Group. Goodwill is not subject to amortisation. Property, plant and equipment Property, plant and equipment is reported at cost, less depreciation and, where applicable, impairment charges. Operating and office equipment comprises office equipment, ten- ant fixtures, fittings and technical equipment belonging to Deutsche EuroShop AG, and is depreciated using the straight-line method over three to 13 years. The method of depreciation and the depreciation period are reviewed annually at the end of each financial year. Property, plant and equipment also include right-of-use assets under leases. Impairment losses on intangible assets and property, plant and equipment The value of the goodwill is reviewed at least once a year (as at 31 December) at the level of the cash-generating units of the Group to which goodwill was allocated at the time of acquisition. The impairment loss test as at 31 December 2020 revealed a need for write-downs in the amount of €2,008 thousand. For intangible assets with finite useful lives as well as for property, plant and equipment, the value is only reviewed if there are actual indications of impairment. An impairment loss is recognised in income in the measurement gains/losses provided that the recov- erable amount of the assets is lower than the carrying amount. The recoverable amount is the higher value from the fair value less costs of disposal and value in use. In the financial year, there were no ­ indications of impairment for the intangible assets with finite useful lives or for property, plant and equipment. Deutsche EuroShop / Financial Report 2020 Notes / CONSOLIDATED FINANCIAL STATEMENTS 43
  • 46. Investment properties Under IAS 40, investment property must initially be measured at cost at the date of acquisition. Property that is under construction and intended to be used as investment property following its comple- tion also falls under the scope of IAS 40. Property held as a financial investment can be recognised either at amortised cost (cost model) or using the fair-value model. Subsequently, all properties must be measured at their fair value and the annual net changes recognised in income under measure- ment gains / losses (recurring fair value measurement). Investment property is property held for the long term to earn rental income or capital gains. Under IAS 40, investment property measured using the fair value model is no longer depreciated. Borrowing and initial rental costs that are directly attributable to the acquisition, construction or production of a qualifying asset are included in the cost of that asset until the time at which the asset is largely ready for its intended use. Income realised from the ­ temporary investment of specifically borrowed funds up to the point when these are used to obtain qualifying assets is deducted from the capitalisable costs of these assets. General administrative costs are not added to the costs of these assets. All other borrowing costs are recognised in income in the period in which they occur. Maintenance measures relating to property, plant and equipment are recognised as an expense in the financial year in which they occur. Group as lessee The Group assesses at inception whether an agreement is a lease or not and for the term of provision recognises an asset for the right of use granted and a lease liability. Initial measurement of the right of use and lease liability is at the present value of the lease payments to be made. Discounting is at the Group’s marginal borrowing rate. Subsequently, the right of use is amortised on a straight-line basis over the term of the lease, and the lease liability is reduced by the lease payments made and increased by the interest accrued on the portion not yet repaid. Financial instruments Financial assets and liabilities are recognised in the consolidated balance sheet when the Group becomes a party to the contractual provisions governing the financial instrument. Financial instruments are allocated to an IFRS 9 measurement ­ category when they are recognised for the first time. With financial assets, the measurement category is dependent on the cash flow property of the financial instrument and the business model of the Group which holds the financial asset. Receivables and other current assets Receivables and other current assets are recognised at amor- tised cost less write-downs. As a general rule, the Group applies the ­ simplified approach permitted under IFRS 9 and measures the write-down on the basis of the credit losses expected over the life of the asset. This does not include receivables due from tenants due to the temporary cessation of rental payments as a result of the ­ coronavirus pandemic and for which no contractual agreement had been reached with the tenant by the balance sheet date. The write- down for this receivable was measured based on the expected rent concessions to be granted. Right to redeem of limited partners The distinction between equity and liabilities under international accounting standards is set out in IAS 32 Financial Instruments: Presentation. In accordance with this standard, the equity ­ interests of third-party shareholders in commercial partnerships are reclas- sified as liabilities due to the shareholders’ potential right of redemption. According to sections 131 et seq. HGB, shareholders in ­ commercial partnerships have an ordinary legal right of termination of six months with effect from the end of the financial year, which the shareholders’ agreement can define from a long-term perspective, but cannot exclude. As a result of this stipulation, a liability rather than equity was recognised in the balance sheet. This liability must be measured at the repayment amount. Financial Report 2020 / Deutsche EuroShop CONSOLIDATED FINANCIAL STATEMENTS / Notes 44
  • 47. Financial liabilities Liabilities to banks  /  bank loans and overdrafts are reported at amortised cost. Discounts are deducted, which under IFRS 9 must be amortised over the term of the loan agreement and recognised annually as an expense. Trade payables Trade payables are recognised at their repayment amount. Other liabilities Other liabilities are recognised at amortised cost. Cash and cash equivalents Cash and cash equivalents include cash and bank balances (terms of up to three months) at their principal amounts. Derivative financial instruments Derivatives that qualify for hedge accounting in accordance with IFRS 9 are used to hedge interest rate risks. These are fixed-rate swaps to limit the interest rate risk of variable interest rate loans, which have terms extending to 2027. The interest rate hedges are recognised at fair value (recurring fair value measurement) under “Other assets” or “Other liabilities”. Changes are recognised directly in equity, provided that the conditions of the underlying and hedge transaction are identical. The effectiveness of the hedging ­ measures is verified regularly using the degree of harmony between the contract terms for the hedged item and the hedge (“critical term match”). If the effectiveness between the hedged item and the hedge does not exist, the hedge is measured as a derivative at fair value in profit or loss. Present value is calculated based on discounted cash flows using current market interest rates. The final maturities of the ­ interest rate hedges and loan agreements are identical. Investments accounted for using the equity method Investments in associates and joint ventures are initially recognised at cost in the balance sheet and adjusted by changes in the Group’s share of the equity of the associate / joint venture after the date of acquisition. At every reporting date, the Group reviews whether there are indications that the shares need to be impaired in relation to the amortised carrying amounts. Deferred taxes In accordance with IAS 12, deferred taxes are recognised for all ­ differences between the tax accounts and the IFRS balance sheet, using the currently enacted tax rate. At present, deferred taxes are primarily formed on the differences between the IFRS carry- ing amounts of the properties and their carrying amounts for tax ­ purposes. A uniform corporate tax rate of 15% plus the solidarity surcharge of 5.5% was used for German companies, and in some cases a rate of 16.45% for trade tax. For Hungarian taxes, a tax rate of 9% was taken, while for Polish taxes the rate was 19%, for Czech taxes it was 19% and for Austrian taxes it was 25%. In accordance with IAS 12.74, deferred tax assets on existing loss carryforwards are offset against deferred tax liabilities. Other provisions Under IFRS, other provisions may only be recognised if a present obligation exists towards a third party and payment is more likely than not. Non-current provisions are discounted. Deutsche EuroShop / Financial Report 2020 Notes / CONSOLIDATED FINANCIAL STATEMENTS 45
  • 48. NOTES TO THE CONSOLI­ DATED BALANCE SHEET 7. INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT in € thousand Goodwill Software and software licenses Operating and office equipment 2020 2019 2020 2019 2020 2019 Costs as at 1 January 53,867 53,867 105 72 799 440 Addition from right-of-use assets (IFRS 16) 0 0 0 0 25 369 Additions 0 0 0 33 13 4 Disposals 0 0 0 0 0 -14 as at 31 December 53,867 53,867 105 105 837 799 Depreciation as at 1 January -140 -140 -80 -63 -375 -227 Additions -2,008 0 -12 -17 -132 -152 Disposals 0 0 0 0 0 4 as at 31 December -2,148 -140 -92 -80 -507 -375 Carrying amount at 1 January 53,727 53,727 25 9 424 213 CARRYING AMOUNT AT 31 DECEMBER 51,719 53,727 13 25 330 424 The goodwill arose from deferred tax liabilities for the real estate assets that had to be recognised at the time of the initial consolida­ tion (31 March 2017) of Olympia Brno. The depreciation of the ­ Olympia Brno property resulted in a reversal of the deferred tax lia- bilities recognised for Olympia Brno to €51,719 thousand in the year under review. Goodwill was adjusted to the amount of deferred tax liabilities through depreciation of €2,008 thousand. As at the reporting date, operating and office equipment included right-of-use assets under leases amounting to €195 thousand. These result mainly from the rental of office space and the leasing of cars. 8. INVESTMENT PROPERTIES in € thousand 2020 2019 Carrying amount at 1 January 3,822,786 3,891,700 Addition from right-of-use assets (IFRS 16) 0 322 Additions 0 0 Disposals -490 0 Recognised construction measures 15,053 19,324 Unrealised changes in fair value -400,204 -88,560 CARRYING AMOUNT AT 31 DECEMBER 3,437,145 3,822,786 The addition from right-of-use assets (IFRS 16) in the previous year resulted from the capitalisation of a leasehold. The annual ground rent of €10 thousand payable for this is charged to a tenant in the same amount. As at the reporting date, the right of use is still included in the amount of €322 thousand in investment properties. The disposal in the financial year relates to a leasehold property for Forum Wetzlar. Unrealised changes in market value related to appreciation and depreciation in accordance with IAS 40. The fair values of the properties in the period under review as at 31 December 2020 were determined by appraisers from Jones Lang LaSalle GmbH (JLL) in accordance with the guidelines of the Royal Institution of Chartered Surveyors (RICS). As in previous years, the discounted cashflow method (DCF) was used. The remuneration fixed contractually for the appraisal reports prior to preparation of the appraisals is independent of the measurement gain/loss. This method entails the calculation of the present value of future cash flows from the property in question as at the valuation date. In addition, the net income from the property in question is determined over a detailed planning period of (usually) ten years and a discount rate applied. A residual value is forecast for the end of the ten-year detailed planning phase by capitalising the stabilised cash flows of the last budgeted year using an interest rate (the capitalisation inter- est rate). In a second step, the residual value is discounted back to the measurement date. Financial Report 2020 / Deutsche EuroShop CONSOLIDATED FINANCIAL STATEMENTS / Notes 46
  • 49. JLL applied the equated yield model in order to arrive at the dis- count and capitalisation interest rates. The capitalisation interest rate was derived for each property individually from initial rates of return from comparable transactions. At the same time, such deter- minants of value as inflation and changes in rent and costs were implicitly taken into account in the capitalisation interest rate. The risk profile specific to each property was also adjusted by reference to the relevant individual indicators. Examples of such indicators include the quality of the property’s location and position, ­ market trends and developments in the competitive environment. JLL like- wise derived the discount interest rates from comparable transac- tions, albeit making adjustments for projected increases in rent and costs, since these had been explicitly shown in the relevant cash flow. JLL applied the same methods in valuing domestic and foreign real properties. The following overview shows the key assumptions used by JLL to determine the market values: Valuation parameters in % 31.12.2020 31.12.2019 Rate of rent increases 1.00 1.24 Cost ratio 12.00 10.42 Discount rate 6.07 5.92 Capitalisation interest rate 5.25 5.11 The government-imposed nationwide store closures and other ­ protective measures to contain the coronavirus pandemic are hav- ing a massive impact on customer footfall in the shopping centers as well as on tenants’ revenues and thus their economic perfor- mance. There is still a high degree of uncertainty about the further course of the pandemic and what impact it will have on bricks-and-­ mortar retailing. The repercussions of the pandemic are expected to ­ continue into financial year 2021. The valuation as at 31 December 2020 takes future repercussions as well as increased uncertainty into account by means of a risk sur- charge on the discount rates derived from comparable transactions, the extension of post-rental periods to a uniform 6 months (previ- ously 6 months for anchor tenants and 3 months for all other leases), lower rates of rent increases and the application of lower market rents. Furthermore, the 2021 valuation did not include ­ revenue from turnover rent, as well as lower market rents and longer lease ­ periods. In addition, JLL pointed out in its expert opinion that, in this exceptional situation, comparable transactions had only taken place to a limited extent and that the valuation was therefore­­ subject to a higher degree of uncertainty. Nor can it be ruled out that, in view of the dynamics of the coronavirus crisis observed in 2020, the over­ all situation will have to be reassessed in the short term and ­ corresponding adjustments will have to be made to the valuations. A 25 or 100 bp change in a material parameter (sensitivity analysis) of real estate appraisals would have the following pre-tax impact on measurement gains/losses (including the share attributable to at-equity consolidated companies): Sensitivity ­­ analysis – Valuation parameters Basis Change in parameter in € million in % + 0.25 percentage points 161.9 4.5 Rate of rent increases 1.00 – 0.25 percentage points -105.7 -3.0 + 1.00 percentage points -40.7 -1.1 Cost ratio 12.00 – 1.00 percentage points 41.2 1.1 + 0.25 percentage points -67.8 -1.9 Discount rate 6.07 – 0.25 percentage points 72.2 2.0 + 0.25 percentage points -103.4 -2.9 Capitalisation interest rate 5.25 – 0.25 percentage points 118.6 3.3 Over the forecast period, rents were assumed to increase on average over the long term at 1.00% (previous year: 1.24%). On average, man- agement and administrative costs at 12.00% (previous year: 10.42%) were deducted from the forecast rents. This resulted in an average net income of 88.00% (previous year: 89.58%). Actual management and administrative costs (excluding write-downs) amounted to 12.6% of rental income in the year under review (previous year: 12.2%). The appraisal showed that, for financial year 2020, the real property portfolio had an initial yield before deduction of transaction costs of 5.73% compared with the previous year’s 5.43%, and an initial rate of return net of transaction costs (net initial yield) of 5.41%, the figure for the previous year having been 5.12%. Outstanding tenant incentives granted and still to be distributed over the term of the rental agreements amounting to €5,277 thousand (previous year: €3,935 thousand) were deducted from the appraisal value. These are reported under other current assets. Deutsche EuroShop / Financial Report 2020 Notes / CONSOLIDATED FINANCIAL STATEMENTS 47
  • 50. The following shows details and disclosures in accordance with IFRS 13 for the hierarchical levels of the fair values of the Group’s investment properties as at 31 December 2020: IFRS 13 hierarchy levels in € thousand Level 1 Level 2 Level 3 Investment properties 0 0 3,437,145 The properties are secured by mortgages. There are land charges in the amount of €1,541,428 thousand (previous year: €1,512,347 thou- sand). The rental income of the properties valued in accordance with IAS 40 was €224,104 thousand (previous year: €231,487 thousand). Directly associated operating expenses (excluding write-downs) amounted to €28,288 thousand (previous year: €28,301 thousand). 9. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD in € thousand 2020 2019 Carrying amount at 1 January 511,493 531,044 Distributions and capital ­repayments received -15,494 -23,896 Share of profit/loss -51,482 4,345 CARRYING AMOUNT AT 31 DECEMBER 444,517 511,493 Joint ventures in which Deutsche EuroShop AG has a majority of the voting rights together with third parties are included in the consoli­ dated financial statements in accordance with the equity method. They are important for the Group as a whole and operate shopping centers. The joint ventures material to the overall Group posted the follow- ing asset and liability items and income items for the reporting year. The values do not correspond to the share attributable to the Group, but the total amounts: in € thousand Allee-Center Magdeburg KG, Hamburg Immobilienkommandit­ gesellschaft FEZ Harburg, Hamburg Stadt-Galerie Passau KG, Hamburg 31.12.2020 31.12.2019 31.12.2020 31.12.2019 31.12.2020 31.12.2019 Non-current assets 219,760 245,871 227,266 263,888 159,340 173,350 Current assets 5,204 3,698 8,749 5,279 4,842 4,598 thereof cash and cash equivalents 3,319 2,721 4,939 4,502 2,654 3,319 Non-current liabilities 0 0 67,279 117,356 0 0 thereof financial liabilities 0 0 67,279 117,356 0 0 Current liabilities 1,230 1,081 53,780 4,355 965 544 thereof financial liabilities 0 0 50,709 2,581 0 0 Revenue 1 16,315 16,473 14,166 14,821 9,390 9,766 Net interest income 0 0 -3,611 -3,663 7 0 EBT (excl. measurement gains/losses) 11,960 13,684 5,746 8,949 6,450 8,589 Measurement gains/losses -27,025 -7,636 -37,534 -10,581 -15,362 -9,971 Taxes on income and earnings 0 0 0 0 0 0 Net loss/profit for the year -15,065 6,048 -31,788 -1,632 -8,912 -1,382 Other income 0 0 0 0 0 0 TOTAL PROFIT -15,065 6,048 -31,788 -1,632 -8,912 -1,382 1 The disclosure within NOI was changed in the year under review and the previous year’s figures have been adjusted for easier comparability. The previous year’s figures for ­ revenue were adjusted accordingly. Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”. Financial Report 2020 / Deutsche EuroShop CONSOLIDATED FINANCIAL STATEMENTS / Notes 48
  • 51. in € thousand Saarpark Center Neunkirchen KG, Hamburg EKZ Eins Errichtungs- und Betriebs Ges. m.b.H.  Co OG, Vienna 2 Einkaufs-Center Arkaden Pécs KG, Hamburg 31.12.2020 31.12.2019 31.12.2020 31.12.2019 31.12.2020 31.12.2019 Non-current assets 177,270 199,760 207,880 228,891 98,000 110,000 Current assets 6,989 3,021 3,538 4,328 5,854 3,833 thereof cash and cash equivalents 4,405 2,064 1,957 3,520 3,614 2,639 Non-current liabilities 58,813 52,875 90,433 91,553 36,146 35,312 thereof financial liabilities 58,812 51,625 47,129 47,684 26,850 27,450 Current liabilities 2,703 4,485 3,255 2,464 2,666 2,210 thereof financial liabilities -25 3,423 516 504 600 600 Revenue 1 11,649 12,427 11,580 13,522 8,418 8,349 Net interest income -741 -517 -1,992 -1,998 -897 -890 EBT (excl. measurement gains/losses) 6,652 9,968 7,066 10,226 5,129 5,801 Measurement gains/losses -26,776 -20,945 -21,063 -1,218 -12,131 3,628 Taxes on income and earnings 0 0 0 0 -1,620 -1,114 Net loss/profit for the year -20,124 -10,977 -13,997 9,008 -8,622 8,315 Other income 0 0 0 0 0 0 TOTAL PROFIT -20,124 -10,977 -13,997 9,008 -8,622 8,315 1 The disclosure within NOI was changed in the year under review and the previous year’s figures have been adjusted for easier comparability. The previous year’s figures for ­ revenue were adjusted accordingly. Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”. 2 Includes the figures for the immaterial joint venture CAK City Arkaden Klagenfurt KG, Hamburg. The equity method valuation amounted to €924 thousand (previous year: €965 thousand) and the net loss for the year €21 thousand (previous year: €35 thousand). Under the equity method, the joint ventures changed as follows in the period under review: in € thousand Allee-Center Magdeburg KG, Hamburg Immobilien- kommandit­ gesellschaft FEZ Harburg, Hamburg Stadt-Galerie Passau KG, Hamburg Saarpark ­Center ­Neunkirchen KG, Hamburg EKZ Eins Errichtungs- und Betriebs Ges. m.b.H.  Co OG, Vienna Einkaufs-­ Center Arkaden Pécs KG, Hamburg Equity method valuation as at 01.01.2020 124,244 73,728 133,053 72,711 69,601 38,156 Share of profit/loss -7,533 -15,894 -6,684 -10,062 -6,999 -4,310 of which EBT (excl. measurement gains/losses) 5,980 2,873 4,838 3,326 3,533 2,565 of which measurement gains/losses -13,513 -18,767 -11,522 -13,388 -10,532 -6,066 Deposits/withdrawals -4,844 -356 -3,956 -1,277 -3,737 -1,324 EQUITY METHOD VALUATION AS AT 31.12.2020 111,867 57,478 122,413 61,372 58,865 32,522 Deutsche EuroShop / Financial Report 2020 Notes / CONSOLIDATED FINANCIAL STATEMENTS 49
  • 52. 10. TRADE RECEIVABLES in € thousand 2020 2019 Trade receivables as at 31.12. 40,957 9,901 Write-downs as at 01.01. -2,484 -1,721 Utilisation 908 455 Change in write-downs for expected losses -19,559 -1,218 Write-downs as at 31.12. -21,135 -2,484 19,822 7,417 Receivables result primarily from rental invoices and services for which charges are passed on. The trade receivables recognised at the reporting date are partially protected by means of guarantees, cash security deposits and letters of comfort. As a result of the coronavirus pandemic, some tenants did not make their payments in full in the year under review, which led to a signifi- cant increase in receivables. The measurement of receivables as of 31 December 2020 and the derecognition of receivables during the year resulted in total expenses of €29,218 thousand (previous year: €1,674 thousand). This expense includes the derecognition of €8,564 thousand in receivables from tenants with whom the Group reached written agreements in 2020 by means of addenda on rental concessions to be granted. In addition, further receivables of €886 thousand were derecognised with an effect on income. If no written agreement had been reached with the tenants by the reporting date regarding the receivables that are outstanding due to the coronavirus, these receivables were written down to the expected settlement amount. The settlement amount was estimated based on insights from discussions with the tenant concerned, experience gained through comparable negotiations already con- cluded and industry expectations. Although we consider this esti- mator to be a reliable measure of value, it cannot be ruled out that the actual ­ settlement amount will deviate from it. Based on this esti- mate, write-downs of €14,714 thousand were recognised in financial year 2020. In addition, individual write-downs of €5,054 thousand were recognised for receivables at risk of default, taking into account recoverable collateral. At the time the consolidated financial statements were prepared, only around 50% of the receivables had been settled due to ongo- ing negotiations with tenants and uncertainty at the beginning of the year as to how long the renewed lockdown would last in the ­ individual countries. Taking into account the collateral provided and the current status of negotiations with tenants, we continue to con- sider the valuation of the receivables to be appropriate, but also refer to section “38. Events after the reporting date”. 11. OTHER CURRENT ASSETS in € thousand 31.12.2020 31.12.2019 Other receivables from tenants 2,180 3,453 Other current assets 15,625 11,193 17,805 14,646 Other receivables from tenants mainly comprise receivables for heating and ancillary costs. Other current assets primarily consist of cash security deposits received as collateral, prepaid marketing costs for centers, accrued rental incentives and tax receivables. Receivables in € thousand Total Up to 1 year Over 1 year Trade receivables 19,822 (7,417) 19,822 (7,417) 0 (0) Other assets 17,805 (14,646) 17,805 (14,646) 0 (0) (PREVIOUS YEAR’S FIGURES) 37,627 (22,063) 37,627 (22,063) 0 (0) Trade receivables (after write-downs) were mainly overdue as of the reporting date due to the coronavirus pandemic. As in the previous year, other assets were not overdue as of the reporting date. Financial Report 2020 / Deutsche EuroShop CONSOLIDATED FINANCIAL STATEMENTS / Notes 50
  • 53. 12. CASH AND CASH EQUIVALENTS in € thousand 31.12.2020 31.12.2019 Short-term deposits/time deposits 0 470 Current accounts 266,029 147,616 Cash 1 1 266,030 148,087 Cash and cash equivalents include funds from the short-term credit line of €30,000 thousand used beyond the reporting date. This was repaid at the beginning of January 2021. 13. EQUITY AND RESERVES Changes in equity are presented in the statement of changes in equity. The share capital is €61,783,594, comprised of 61,783,594 no-par- value registered shares. All shares have been issued in full and have been fully paid up. The notional value of each share is €1.00. According to Article 5 of the Articles of Association, the Execu- tive Board is authorised, with the Supervisory Board’s approval, to increase the share capital by up to a total of €11,680,999 through individual or multiple issues of new no-par-value registered shares against cash and/or non-cash contributions before 27 June 2022 (Authorised capital 2017). As at 31 December 2020, no use had been made of this authorisation. In addition, the Executive Board was authorised by a resolution of the Annual General Meeting held on 28 June 2018 to acquire treasury shares in the Company constituting up to 10% of the share capital available on the entry into force or – if this is lower – on exercise of the authorisation by 27 June 2023. As at 31 December 2020, no use had been made of this authorisation. The Executive Board and Supervisory Board will propose to the Annual General Meeting on 18 June 2021 that a dividend of 4% of the share capital, corresponding to a total dividend of €2.471.343,76 or €0.04 per share, be distributed from the unappropriated surplus for 2020 in accordance with section 254 (1) of the German Stock Corpo- ration Act (AktG) and that the remaining amount of €41,312 thousand be carried forward to the new accounts. The previous year’s unappropriated surplus of €34,629 thousand was carried forward in full in accordance with the resolution of the Annual General Meeting on 16 June 2020. The capital reserves contain amounts in accordance with section 272 (2) nos. 1, 2 and 4 of the Handelsgesetzbuch (HGB – German Commercial Code). In addition, the capital reserves include costs of ­ capital increases and their corresponding deferred tax assets. Retained earnings consist of the remeasurement reserves, ­ currency items and accumulated profits carried forward at the time of ­ transition to IFRS. Other total profit is divided into the following components: 2020 in € thousand Before taxes Taxes Net Cash flow hedges 6,921 -1,531 5,390 2019 in € thousand Before taxes Taxes Net Cash flow hedges 487 -78 409 14. NON-CURRENT AND CURRENT FINANCIAL LIABILITIES in € thousand 31.12.2020 31.12.2019 Non-­ current Current Non-­ current Current Bank loans and overdrafts 1,359,612 181,816 1,433,373 78,974 Bank loans and overdrafts relate to loans raised to finance prop- erty acquisitions and investment projects. Land charges on Com- pany properties totalling €1,541,428 thousand (previous year: €1,512,347 thousand) serve as collateral. Short-term bank loans and liabilities also include two loans of €136,535 thousand in total that will mature in mid-2021, the ­ refinancing of which has already been concluded in the amount of €65,837 thousand and the second of €70,698 thousand was in the final stages of negotiations at the time the consolidated financial statements were being prepared. Furthermore, the current portion includes the short-term draw-down of the credit line (€30,000 thou- sand) and the scheduled repayment portion of the long-term loans for 2021 as well as accrued interest and repayments that were ­ settled at the beginning of 2021. Deutsche EuroShop / Financial Report 2020 Notes / CONSOLIDATED FINANCIAL STATEMENTS 51
  • 54. Discounts are amortised over the term of the loan. In the year under review, €28 thousand (previous year: €29 thousand) was recognised as an expense in the income statement. A total of €43,716 thousand (previous year: €49,256 thousand) was recognised in financial gains/ losses as interest expense for bank loans and overdrafts. 14 of the 20 loan agreements currently contain arrangements regarding covenants. There are a total of 25 different conditions on different debt service cover ratios (DSCR), interest cover ratios (ICR), changes in rental income, the equity ratio and loan-to-value ratios (LTV). The loan conditions were met in the 2020 financial year. In the case of one loan of €57.5 million, there is sufficient evidence that an individual loan condition may not be met in 2021 which, depending on the extent of failure to meet the condition, may trigger an annual ­ special repayment of 0.5% to 1.0% of the loan amount or a prohibi- tion on distribution for the Group company (cash sweep). The Group ­ company concerned has sufficient cash and cash equivalents to meet this condition. For the other loans, the loan conditions will also be met in 2021 according to current planning. With regard to planning uncertainties related to the coronavirus pandemic, please refer to section “38. Events after the reporting date”. Non-current and current financial liabilities arose from the following changes affecting liquidity and not affecting liquidity: in € thousand 2020 2019 Carrying amount at 1 January 1,512,347 1,522,393 Changes affecting liquidity 29,034 -10,526 Changes not affecting liquidity Change in carrying amount under the effective interest rate method 47 480 CARRYING AMOUNT AT 31 DECEMBER 1,541,428 1,512,347 15. OTHER NON-CURRENT AND CURRENT FINANCIAL LIABILITIES in € thousand 31.12.2020 31.12.2019 Non-­ current Current Non-­ current Current Interest rate swaps 26,138 0 33,059 0 Rental deposits 0 3,608 0 3,286 Other liabilities to tenants 0 7,491 0 8,979 Value added tax 0 2,364 0 1,870 Debtors with credit balances 0 3,047 0 1,334 Lease liabilities 475 44 502 82 Other 238 727 302 1,285 26,851 17,281 33,863 16,836 In connection with borrowing, interest rate hedges (interest rate swaps) were concluded to hedge against higher capital market inter- est rates. Their present value totalled €26,138 thousand as at the reporting date (previous year: €33,059 thousand). Other liabilities to tenants mainly comprise liabilities for heating and ancillary costs as well as prepaid rent. Liabilities in € thousand Total Current Non-current Financial liabilities 1,541,428 (1,512,347) 181,816 (78,974) 1,359,612 (1,433,373) Trade payables 3,303 (5,805) 3,303 (5,805) 0 (0) Tax liabilities 456 (1,401) 456 (1,401) 0 (0) Other liabilities 44,132 (50,699) 17,281 (16,836) 26,851 (33,863) (PREVIOUS YEAR’S FIGURES) 1,589,319 (1,570,252) 202,856 (103,016) 1,386,463 (1,467,236) Financial Report 2020 / Deutsche EuroShop CONSOLIDATED FINANCIAL STATEMENTS / Notes 52
  • 55. 16. DEFERRED TAX LIABILITIES Deferred tax assets and liabilities are the result of tax effects of ­ temporary differences and tax loss carryforwards: in € thousand 31.12.2020 31.12.2019 Deferred tax assets Deferred tax liabilities Deferred tax assets Deferred tax liabilities Investment properties 0 284,469 0 328,564 Investments accounted for using the equity method 0 48,799 0 58,711 Other liabilities Interest swaps (not recognised in profit or loss) 5,857 0 7,388 0 Trade tax loss carryforwards 1,301 0 0 0 Other 1,132 0 1,132 0 Deferred taxes before netting 8,290 333,268 8,520 387,275 Balance -8,290 -8,290 -8,520 -8,520 DEFERRED TAXES AFTER NETTING 0 324,978 0 378,755 In measuring deferred taxes, the tax rates applicable in accordance with IAS 12 are those valid under current legislation at the date at which the temporary differences will probably reverse. In the year under review, a corporate tax rate of 15% was used for the companies in Germany. In addition, a solidarity surcharge of 5.5% on the calculated corporate tax and, in part, 16.45% in trade tax were recognised. As at the reporting date, there were taxable temporary differences of €5,752 thousand (previous year: €7,301 thousand) between the net assets of Group companies recognised in the consolidated financial statements and the tax basis of the shares in these Group companies (outside basis differences) for which no deferred taxes were recog- nised since the differences are not expected to be reversed in the foreseeable future. 17. RIGHT TO REDEEM OF LIMITED PARTNERS in € thousand 2020 2019 Settlement claim as at 01.01. 351,905 343,648 Earnings contributions 13,501 18,443 Share of measurement gains/losses -46,367 5,628 Outflows -7,514 -15,814 SETTLEMENT CLAIM AS AT 31.12. 311,525 351,905 The right to redeem of limited partners includes the equity interests of third-party providers in the companies Main-Taunus-Zentrum KG, Forum Wetzlar KG and Einkaufs-Center Galeria Baltycka G.m.b.H. Co. KG, which are to be reported in accordance with IAS 32 as debt capital. 18. OTHER PROVISIONS in € thousand As at 01.01.2020 Utilisation Reversal Addition As at 31.12.2020 Maintenance and construction work already performed but not yet invoiced 2,433 1,309 567 1,107 1,664 Fees 134 124 10 109 109 Other 5,553 3,799 347 5,133 6,540 8,120 5,232 924 6,349 8,313 As in the previous year, all provisions have a term of up to one year. Deutsche EuroShop / Financial Report 2020 Notes / CONSOLIDATED FINANCIAL STATEMENTS 53
  • 56. NOTES TO THE CONSOLIDATED INCOME STATEMENT 19. REVENUE in € thousand 2020 2019 Minimum rental income 215,582 223,305 Allocable property tax and insurance 5,704 5,546 Turnover rent 950 2,157 Other 1,868 479 224,104 231,487 of which directly attributable rental income in accordance with IAS 40 Investment Properties 224,104 231,487 In contrast to the previous year, the costs of building insurance and property tax passed on are no longer shown netted against property operating costs and are included in the minimum rental income. The previous year’s figure has been adjusted. Please refer to the infor- mation in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”. Other revenue relates primarily to settlement payments made by former tenants as well as compensation for use. The rental income reported here derives from operating leases and relates to rental income from investment properties with long-term leases. The future minimum leasing payments from non-­ terminable rental agreements classified as investment properties have the ­following maturities: in € thousand 2020 2019 Maturity within 1 year 196,624 214,984 Maturity from 1 year to 5 years 499,681 534,810 Maturity after 5 years 180,965 161,189 877,270 910,983 20. PROPERTY OPERATING COSTS in € thousand 2020 2019 Operating costs that cannot be passed on 6,419 4,792 Real property tax 5,366 5,324 Center marketing 2,755 3,137 Building insurance 1,437 1,602 Maintenance and repairs 1,382 1,658 Other 1,222 975 18,581 17,488 of which directly attributable operating expenditure in accordance with IAS 40 Investment Properties 18,581 17,488 In contrast to the previous year, the costs that are transferred for building insurance and property tax are no longer shown netted against the property operating costs. In addition, expenses from the disposal of financial assets and write-downs are reported separately in the consolidated income statement. The previous year’s figure has been adjusted. Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”. Ancillary costs which cannot be fully allocated are essentially operat- ing costs which cannot be completely passed on to tenants as well as heating and ancillary costs in arrears for preceding years. 21. PROPERTY MANAGEMENT COSTS in € thousand 2020 2019 Center management/ agency agreement costs 9,707 10,813 of which directly attributable operating expenditure in accordance with IAS 40 Investment Properties 9,707 10,813 Center management/agency agreement costs depend to a large extent on the rental income generated. Financial Report 2020 / Deutsche EuroShop CONSOLIDATED FINANCIAL STATEMENTS / Notes 54
  • 57. 22. WRITE-DOWNS AND DISPOSALS OF ­FINANCIAL ASSETS in € thousand 2020 2019 Write-downs 19,768 1,423 Disposals of financial assets 9,450 251 29,218 1,674 of which directly attributable operating expenditure in accordance with IAS 40 Investment Properties 29,218 1,674 Please refer to the information in the notes to the consolidated finan- cial statements under section “10. Trade receivables”). 23. OTHER OPERATING INCOME in € thousand 2020 2019 Income from the reversal of provisions 924 529 Exchange rate gains 0 66 Other 1,476 1,320 2,400 1,915 Other operating income primarily consists of income from damages and receivables already value-adjusted in previous years. 24. OTHER OPERATING EXPENSES in € thousand 2020 2019 Personnel expenses 2,032 2,055 Legal, consulting and audit expenses 1,561 1,177 Exchange rate losses 851 228 Financing costs 557 146 Appraisal costs 476 287 Marketing costs 470 552 Supervisory Board compensation 263 312 Fees and contributions 220 187 Write-downs 144 169 Other 1,185 845 7,759 5,958 Legal, consulting and audit expenses include €392 thousand in expenses for the auditing of Group companies (previous year: €312 thousand). Personnel expenses include social security con- tributions and expenses for pensions and other benefits amount- ing to €222 thousand (previous year: €227 thousand), of which €146 thousand (previous year: €143 thousand) is attributable to pen- sion expenses. 25. SHARE OF THE PROFIT OR LOSS OF ­ ASSOCIATES AND JOINT VENTURES ACCOUNTED FOR USING THE EQUITY METHOD in € thousand 2020 2019 Profit/loss from joint ventures -51,493 4,328 Profit/loss from associates 11 17 PROFIT/LOSS FROM EQUITY-­ ACCOUNTED ASSOCIATES -51,482 4,345 The profit/loss of equity-accounted companies includes a measure­ ment loss before deferred taxes of €-73,786 thousand (previous year: €-25,854 thousand). EBT (excl. measurement gains/losses) for ­ equity-accounted companies amounted to €22,304 thousand ­ (previous year €30,757 thousand). 26. MEASUREMENT GAINS/LOSSES in € thousand 2020 2019 Unrealised changes in fair value -400,204 -88,560 Profit/loss attributable to limited partners 46,367 -5,628 Goodwill write-down -2,008 0 -355,845 -94,188 Deutsche EuroShop / Financial Report 2020 Notes / CONSOLIDATED FINANCIAL STATEMENTS 55
  • 58. 27. TAXES ON INCOME AND EARNINGS in € thousand 2020 2019 Current tax expense -4,267 -4,546 Domestic deferred tax income 46,545 75,596 International deferred tax income/expense 8,763 -1,631 51,041 69,419 The deferred tax income mainly results from the depreciation of the real estate assets in the year under review. In the previous year, deferred tax expense included income from the reversal of deferred trade tax of €73,410 thousand. This reversal was the result of a ­ corporate restructuring of individual investments completed during the previous year, which will enable the extended trade tax reduction to be used to a greater extent than before. Tax reconciliation Income taxes in the amount of €51,041 thousand in the year under review are derived as follows from an expected income tax expense that would have resulted from the application of the parent company’s statutory income tax rate to the profit before tax. This was ­ calculated using a tax rate of 32.28%. in € thousand 2020 2019 Consolidated profit before income tax -302,758 42,672 Theoretical income tax 32.28% 97,730 -13,775 Tax rate differences for foreign Group companies -6,498 3,999 Tax rate differences for domestic Group companies -38,658 -1,988 Tax-free income/non-deductible expenses -140 -408 Tax effect from investments accounted for under the equity-accounted method -1,391 1,342 Aperiodic tax expense/income -2 6,839 Reversal of deferred trade tax 0 73,410 CURRENT INCOME TAX 51,041 69,419 Ignoring tax expenses/income for other periods and the reversal of deferred trade tax, the effective income tax rate in financial year 2020 was 16.8%. 28. EARNINGS PER SHARE in € thousand 2020 2019 Group shareholders’ portion of profits/losses (€ thousand) -251,717 112,091 Weighted number of no-par-value shares issued 61,783,594 61,783,594 UNDILUTED AND DILUTED EARNINGS PER SHARE (€) -4.07 1.81 Basic earnings per share are determined by dividing the net income for the period to which shareholders of Deutsche EuroShop AG are entitled by the weighted average number of shares outstanding within the reporting period. There is no potential dilution as at the reporting date, e.g. through convertible bonds or share options, with the result that diluted earnings correspond to undiluted earnings. Financial Report 2020 / Deutsche EuroShop CONSOLIDATED FINANCIAL STATEMENTS / Notes 56
  • 59. SEGMENT REPORTING Segment reporting by Deutsche EuroShop AG is carried out on the basis of internal reports that are used by the Executive Board to manage the Group. Internal reports distinguish between shop- ping centers in Germany (“domestic”) and other European countries (“abroad”). As the Group’s main decision-making body, the Deutsche Euro- Shop AG Executive Board first and foremost assesses the perfor- mance of the segments based on revenue, EBIT and EBT excluding measurement gains/losses. The measurement principles for seg- ment reporting correspond to those of the Group. In order to assess the contribution of the segments to the individ- ual performance indicators as well as to the Group’s success, the income, expenditure, assets and liabilities of the joint ventures are included in internal reporting in proportion to the Group’s share therein. Similarly, for subsidiaries in which the Group is not the sole shareholder, income, expenditure, assets and liabilities are likewise only consolidated proportionately according to the corresponding Group share. This results in the segments being divided as follows: Breakdown by geographical segment in € thousand Domestic Abroad Total Reconciliation 01.01–31.12.2020 Revenue 197,880 40,511 238,391 -14,287 224,104 EBIT 142,793 32,537 175,330 -14,091 161,239 Profit/losses of joint ventures and associates 0 0 0 -51,482 -51,482 Interest income 13 2 15 532 547 Interest expense -36,364 -7,054 -43,418 -298 -43,716 EBT (EXCL. MEASUREMENT GAINS/LOSSES) 106,530 25,485 132,015 -4,425 127,590 31.12.2020 Investment properties 2,900,461 680,092 3,580,553 -143,408 3,437,145 Additions and recognised construction ­ measures for investment properties 16,860 1,223 18,083 -3,030 15,053 Goodwill 0 0 0 51,719 51,719 Investments accounted for using the equity method 0 0 0 444,517 444,517 Other segment assets 182,872 34,746 217,618 86,382 304,000 SEGMENT ASSETS 3,083,333 714,838 3,798,171 439,210 4,237,381 SEGMENT LIABILITIES 1,271,512 329,576 1,601,088 633,047 2,234,135 Deutsche EuroShop / Financial Report 2020 Notes / CONSOLIDATED FINANCIAL STATEMENTS 57
  • 60. in € thousand Domestic Abroad Total Reconciliation 01.01.–31.12.2019 Revenue 1 201,917 44,369 246,286 -14,799 231,487 EBIT 172,556 40,774 213,330 -15,861 197,469 Profit/losses of joint ventures and associates 0 0 0 4,345 4,345 Interest income 9 7 16 2,729 2,745 Interest expense -41,983 -7,133 -49,116 -140 -49,256 EBT (EXCL. MEASUREMENT GAINS/LOSSES) 130,932 33,647 164,579 -1,448 163,131 31.12.2019 Investment properties 3,246,262 743,828 3,990,090 -167,304 3,822,786 Additions and recognised construction ­ measures for investment properties 19,659 2,228 21,887 -2,563 19,324 Goodwill 0 0 0 53,727 53,727 Investments accounted for using the equity method 0 0 0 511,493 511,493 Other segment assets 69,690 29,872 99,562 71,037 170,599 SEGMENT ASSETS 3,315,952 773,700 4,089,652 468,953 4,558,605 SEGMENT LIABILITIES 1,242,809 334,008 1,576,817 732,215 2,309,032 1 The disclosure within NOI was changed in the year under review and the previous year’s figures for segment sales have been adjusted for easier comparability. Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”. The adjustment of the proportionate consolidation of the joint ven- tures and subsidiaries in which the Group does not own a 100% stake is carried out in the reconciliation column. Deferred tax liabilities are considered by the Executive Board of Deutsche EuroShop AG in a cross-segment manner and are therefore included in the reconcilia- tion column of the segment liabilities. Accordingly, the goodwill from the acquisition of Olympia Brno was allocated to the reconciliation column of the segment assets. The reconciliation column also con- tains the companies that are not allocated to either of the two seg- ments (Deutsche EuroShop AG, DES Management GmbH, DES Beteili- gungs GmbH Co. KG). These do not generate any revenue and are included in the reconciliation column after intra-Group eliminations with their EBIT of €-4,882 thousand (previous year: €-4,046 thou- sand) and EBT (excl. measurement gains/losses) of €-5,193 thou- sand (previous year: €-1,319 thousand) as well as in the segment assets with €86,260 thousand (previous year: €70,435 thousand) and in the segment liabilities with €2,178 thousand (previous year: €3,971 thousand). In view of the geographical segmentation, no further information pursuant to IFRS 8.33 is given. Financial Report 2020 / Deutsche EuroShop CONSOLIDATED FINANCIAL STATEMENTS / Notes 58
  • 61. OTHER DISCLOSURES 29. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT in € thousand Measurement category in accordance with IFRS 9 Amount stated in line with IFRS 9 Carrying amounts 31.12.2020 Amortised cost Fair value ­recognised in income Fair value ­recognised in equity Fair value 31.12.2020 Financial assets Trade receivables AC 19,822 19,822 19,822 Other assets AC 6,036 6,036 6,036 Cash and cash equivalents AC 266,030 266,030 266,030 Financial liabilities Financial liabilities2 FLAC 1,541,428 1,541,428 1,566,203 Right to redeem of limited partners FLAC 311,525 311,525 311,525 Trade payables FLAC 3,303 3,303 3,303 Other liabilities FLAC 13,671 13,671 13,671 Interest rate hedges not recognised in profit or loss2 n. a. 26,138 26,138 26,138 in € thousand Measurement category in accordance with IFRS 9 Amount stated in line with IFRS 9 Carrying amounts 31.12.2019 Amortised cost Fair value ­recognised in income Fair value ­recognised in equity Fair value 31.12.2019 Financial assets Trade receivables AC 7,417 7,417 7,417 Other assets AC 7,080 7,080 7,080 Cash and cash equivalents AC 148,087 148,087 148,087 Financial liabilities Financial liabilities2 FLAC 1,512,347 1,512,347 1,584,376 Right to redeem of limited partners FLAC 351,905 351,905 351,905 Trade payables FLAC 5,805 5,805 5,805 Other liabilities FLAC 12,813 12,813 12,813 Interest rate hedges not recognised in profit or loss2 n. a. 33,059 33,059 33,059 1 Corresponds to level 1 of the IFRS 7 fair value hierarchy 2 Corresponds to level 2 of the IFRS 7 fair value hierarchy 3 Corresponds to level 3 of the IFRS 7 fair value hierarchy Measurement categories in accordance with IFRS 9: Financial assets measured at amortised cost (AC), at fair value through other comprehensive income (FVOCI), Financial liabilities measured at amortised cost (FLAC) Deutsche EuroShop / Financial Report 2020 Notes / CONSOLIDATED FINANCIAL STATEMENTS 59
  • 62. Carrying amounts, valuations and fair values according to ­measurement category With the exception of derivative financial instruments and other financial investments measured at fair value, financial assets and liabilities are measured at amortised cost. Due to the predominantly short-term nature of trade receivables, other assets and liabili- ties and cash and cash equivalents, the carrying amounts as at the reporting date do not deviate significantly from the fair values. The fair values of financial liabilities measured at amortised cost correspond to the cash values of debt-related payments based on current interest rate yield curves (Level 2 in accordance with IFRS 13). The derivative financial instruments measured at fair value are inter- est rate hedges. Here the fair value is equivalent to the cash value of future net payments expected to be received from hedging trans- actions (Level 2 in accordance with IFRS 13) based on current yield curves. Risk management In risk management, the emphasis is on ensuring compliance with the strategy and, building on this, on identifying and assessing risks and opportunities, as well as on the fundamental decision to man- age these risks. Risk management ensures that risks are identified at an early stage and can then be evaluated, communicated promptly and mitigated. Risk analysis involves the identification and analysis of factors that may jeopardise the achievement of goals. Market risks Liquidity risk The liquidity of the Deutsche EuroShop Group is continuously moni- tored and planned. The subsidiaries regularly have sufficient cash to be able to pay for their current commitments. A short-term credit line of €150,000 thousand may be used if required. As at 31 December 2020, €30,000 of the credit line had been used. The credit line is partially secured. The contractually agreed future interest and principle repayments of the original financial liabilities and derivative financial instruments are as follows as at 31 December 2020: In € thousand Carrying amount 31.12.2020 Cash flows 2021 Cash flows 2022 to 2025 Cash flows from 2026 Bank loans and overdrafts 1,541,428 219,953 625,259 872,270 The amounts relate to all contractual commitments existing as at the reporting date. The variable interest payments from interest rate hedges were determined on the basis of the most recently defined interest rates prior to 31 December 2020. The majority of the trade payables and other financial liabilities reported at the end of the financial year will fall due in 2021. Credit and default risk The Group is exposed to significant default risks in respect of trade receivables that, for reasons related to the coronavirus pandemic, had not been settled in full by the time the financial statements were prepared (please also refer to section “10. Trade receivables”). Write-downs on trade receivables are determined on the basis of the credit losses expected over the term. Unless the reasons for doing so can be refuted in individual cases, receivables that are more than 90 days overdue, taking into account the collateral provided by the tenant and valuable collateral, are written down fully. In addition, if information exists that points to an increased risk of default for a tenant, checks are made to decide whether receivables that are less than 90 days overdue should also be written down. In addition, receivables for which it is expected that a written agreement regard- ing rent concessions will still be reached, the write-down was meas- ured on the basis of the expected amount of the assistance. During the year under review, write-downs of rent receivables in the amount of €29,218 thousand (previous year: €1,674 thousand) were recog- nised under expenditure. The maximum default risk in relation to trade receivables and other assets totalled €37,627 thousand as at the reporting date (previous year: €22,063 thousand). Financial Report 2020 / Deutsche EuroShop CONSOLIDATED FINANCIAL STATEMENTS / Notes 60
  • 63. Currency and measurement risk The Group companies operate exclusively in the European Economic Area and conduct the greater part of their business in euro. This does not entail currency risks. With respect to the measurement risk of investment properties, please refer to the sensitivity analysis in section “8. Investment properties”. Interest rate risk A sensitivity analysis was implemented to determine the effect of potential interest rate changes. Based on the financial assets and liabilities subject to interest rate risk as at the reporting date, this shows the effect of a change on the Group’s equity. As at the report- ing date, interest rate risks existed only for credit borrowed and the associated interest rate hedges. An increase in the market inter- est rate of 100 basis points would lead to an increase in equity (before taxes) of €6,340 thousand (previous year: €9,483 thou- sand). The vast majority of loan liabilities have fixed interest terms. As at the reporting date, loans totalling €107,400 thousand (previ- ous year: €109,400 thousand) were hedged using derivative finan- cial instruments. Capital management The Group’s capital management is designed to maintain a strong equity base with the aim of ensuring that its ability to repay its debts and financial well-being are maintained in the future. The Group’s financial policies are also based on the annual payment of a dividend. In € thousand 31.12.2020 31.12.2019 Equity 2,314,771 2,601,478 Equity ratio (%) 54.6% 57.1% Net financial debt 1,275,398 1,364,260 Equity is reported here including the compensation claims by ­ limited partners. Net financial debt is determined from the financial liabilities as at the reporting date less cash and cash equivalents. 30. NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT The cash flow statement has been prepared in accordance with IAS 7 and is broken down into operating cash flow, cash flow from operat- ing activities, cash flow from investing activities, and cash flow from financing activities. Cash flow from operating activities is derived from consolidated profit using the indirect method. Net cash flow from operating activi- ties, cash flow from investment activities and cash flow from financ- ing activities are calculated using the direct method. Cash and cash equivalents comprise cash and cash equivalents that may be converted into cash at any time. As in the previous year, the financial resources fund as at the reporting date corresponded to the cash and cash equivalents (see section “12. Cash and cash equivalents”). 31. OTHER FINANCIAL OBLIGATIONS There are other financial obligations of €79.6 million arising from service contracts. There are financial obligations of €17.6 million which will arise in 2021 in connection with investment measures in our shopping centers. 32. NUMBER OF EMPLOYEES An average of five (previous year: five) staff members were employed in the Group during the financial year. 33. AUDITOR’S FEES The total fees invoiced by the auditor for the consolidated financial statements for financial year 2020 amounted to €392 thousand (pre- vious year: €312 thousand). Of this amount, €388 thousand (previous year: €307 thousand) related to auditing services. Other audit-related and consultancy services were also provided by the auditor in the amount of €4 thousand (previous year: €5 thousand). Deutsche EuroShop / Financial Report 2020 Notes / CONSOLIDATED FINANCIAL STATEMENTS 61
  • 64. 34. DECLARATION OF CONFORMITY WITH THE GERMAN CORPORATE GOVERNANCE CODE The Declaration of Conformity with the German Corporate Gov- ernance Code required by section 161 of the Aktiengesetz (AktG – ­ German Public Companies Act) has been issued jointly by the Super- visory Board and the Executive Board, and has been made available to shareholders on the Deutsche Euroshop website under Investor Relations Corporate Governance Declaration of Conformity: https://www.deutsche-euroshop.de/Investor-Relations/ Corporate-Governance/Declaration-of-Conformity 35. RELATED PARTIES FOR THE PURPOSES OF IAS 24 Deutsche EuroShop’s subsidiaries, joint ventures and associates as well as the members of its Executive Board and Supervisory Board and their close family members are regarded as related parties for the purposes of IAS 24. The remuneration of the Supervisory Board and the Executive Board is described in section “37. Supervisory Board and Executive Board” and also in the remuneration report ­ portion of the combined management report. In his position as a member of the Supervisory Board of Deutsche EuroShop, Mr Alexander Otto is considered a related party within the meaning of IAS 24. Thus, the ECE Group and Curatax, both of which are controlled by Mr Alexander Otto, are also considered related parties. Fees for service contracts with these two companies totalled €19,209 thousand (previous year: €17,716 thousand). This amount was partially offset by income from leases and mall market- ing with the ECE Group in the amount of €8,214 thousand ­(previous year: €7,627 thousand). Receivables from the ECE Group came to €4,456 thousand, while liabilities were €965 thousand. Transactions with related parties involving the provision of goods and services were at standard market rates. 36. VOTING RIGHTS NOTICES In line with section 160 (1) no. 8 AktG, we give notice that the follow- ing investments and changes to voting rights have been registered to Deutsche EuroShop AG in conformity with the duty of disclosure in accordance with section 33 of the Wertpapierhandelsgesetz (WpHG – Securities Trading Act). The disclosures were taken from the latest notice by those subject to reporting requirements. It should be noted that the number of voting rights might have since changed within the respective thresholds, with no reporting obligation arising: Shareholder Shareholding report as at Event … (in %) New voting share (in %) of which held as treasury shares (in %) of which indirectly attributable (in %) Johannes Schorr 08.02.2016 … exceeds threshold (3) 3.37 1.12 2.25 AROSA Vermögensverwaltungs­ gesellschaft m.b.H., Hamburg 15.12.2017 … exceeds threshold (15) 15.05 0.00 15.05 State Street Corporation, Boston, MA, United States of America 11.03.2019 … exceeds threshold (5) 5.02 0.00 5.02 DWS Investment GmbH, Frankfurt 29.04.2020 … falls below threshold (3) 2.60 0.00 2.60 Alexander Otto 01.10.2020 … exceeds threshold (20) 20.02 0.57 19.45 AXA S.A., Paris, France 24.11.2020 … exceeds threshold (3) 3.03 0.00 3.03 BlackRock, Inc., Wilmington, DE, United States of America 22.12.2020 … falls below threshold (3) 2.64 0.00 2.64 1 PGGM Coöperatie U.A., Zeist, Netherlands 11.01.2021 … exceeds threshold (5) 5.14 0.00 5.14 The Goldman Sachs Group, Inc., ­ Wilmington, DE, United States of America 01.02.2021 ... falls below threshold (3) 0.01 0.00 0.01 2 1 We were also notified by BlackRock, Inc. of a securities lending transaction (0.62%) and contracts for differences (0.0001%). 2 In addition, we were notified of a securities lending transaction (1.57%), a SWAP (0.13%) and contracts for differences (2.31%) by The Goldman Sachs Group, Inc. All voting rights notices received by Deutsche EuroShop AG can be found on the website of Deutsche EuroShop AG under Investor Rela- tions Share Significant voting interests. Financial Report 2020 / Deutsche EuroShop CONSOLIDATED FINANCIAL STATEMENTS / Notes 62
  • 65. 37. THE SUPERVISORY BOARD AND EXECUTIVE BOARD Supervisory Board The Supervisory Board of Deutsche EuroShop AG is composed of nine members. As at 31 December 2020, the following members with membership of other statutory supervisory boards and ­ membership of comparable supervisory bodies of business enterprises in Ger- many or other countries made up the Supervisory Board: Reiner Strecker, Wuppertal, Chairman Personally liable partner, VorwerkCo. KG, Wuppertal • akf Bank GmbHCo. KG, Wuppertal • Carl Kühne KG (GmbHCo.), Hamburg (Chair, since 01.12.2020) Karin Dohm, Kronberg im Taunus, Deputy Chairwoman Member of the Executive Board, Hornbach AG and ­ Hornbach ­ Management AG, Bornheim near Landau/Palatinate ­(since 01.01.2021) • Deutsche Bank Europe GmbH, Frankfurt am Main (Chair, until 30.04.2020) • Deutsche Bank Luxembourg S.A., Luxembourg (until 27.04.2020) • CECONOMY AG, Düsseldorf Dr. Anja Disput, Frankfurt am Main Partner at Disput Hübner Partnerschaft von Rechtsanwälten mbB, Frankfurt am Main (since 13.03.2020) Henning Eggers, Halstenbek Mitglied der Geschäftsführung, CURA Vermögensverwaltung G.m.b.H., Hamburg • Platinum AG, Hamburg (until 21 September 2020) • ECE Group GmbHCo. KG, Hamburg Dr. Henning Kreke, Hagen/ Westphalia Managing partner, Jörn Kreke Holding KG, und Kreke Immobilien KG, Hagen/ Westphalia • Douglas GmbH, Düsseldorf (Chair) • Thalia Bücher GmbH, Hagen/ Westphalia • Encavis AG, Hamburg • Axxum Holding GmbH, Wuppertal • Noventic GmbH, Hamburg • Perma-tec GmbHCo. KG, Euerdorf • Ferdinand Bilstein GmbHCo. KG, Ennepetal • Püschmann GmbHCo. KG, Wuppertal • Con-Pro Industrie-Service GmbHCo. KG, Peine Alexander Otto, Hamburg CEO, ECE Group Verwaltung GmbH, Hamburg • SITE Centers Corp. Inc., Beechwood, USA • PeekCloppenburg KG, Düsseldorf • Verwaltungsgesellschaft Otto mbH, Hamburg Claudia Plath, Hamburg CFO, ECE Group Verwaltung GmbH, Hamburg • CECONOMY AG, Düsseldorf • MEC Metro-ECE Centermanagement GmbHCo. KG, Düsseldorf Klaus Striebich, Besigheim Managing Director, RaRE Advise, Besigheim • Unternehmensgruppe Dr. Eckert GmbH, Berlin • Klier Hairgroup GmbH, Wolfsburg • Sinn GmbH, Hagen • The Food Chain Investor Holding SE, Hamburg (until 31.08.2020) Roland Werner, Hamburg Chairman of the Board of Management, Bijou Brigitte modische Accessoires AG, Hamburg The remuneration of the members of the Supervisory Board totalled €263 thousand in the period under review (previous year: €312 thousand). Executive Board Wilhelm Wellner, Hamburg, CEO Olaf Borkers, Hamburg, Member of the Executive Board The remuneration of the Executive Board totalled €1,323 thousand (previous year: €1,352 thousand), which includes performance-­ related compensation in the amount of €637 thousand (previous year: €688 thousand). The outgoing CEO, Claus-Matthias Böge, is to receive a total of €1,712 thousand under the Long-Term Incentive 2010, which covered the period to 30 June 2015. From 2016, this amount was paid at the start of each year in five equal instalments, finishing in 2020. On 1 July 2018, the term of a new Long-Term Incentive (LTI 2018) commenced which did not result in a liability as at the reporting date. For further details, please see the supplementary disclosures on remuneration in the combined management report. Deutsche EuroShop / Financial Report 2020 Notes / CONSOLIDATED FINANCIAL STATEMENTS 63
  • 66. 38. EVENTS AFTER THE REPORTING DATE In order to contain the coronavirus pandemic, the authorities con- tinued to implement far-reaching safety and quarantine measures at the beginning of 2021, including the closure of retail stores that do not serve basic needs. There are only exceptions for food, drug- stores, pharmacies, banking services and a limited number of other everyday products and services. The ongoing safety and quarantine measures in the various countries during the period are as follows: For Germany, the decision was taken on 3 March 2021 to continue the extensive retail closures in place since 16 December 2020. The ­ resolution further provides that retailers will only be allowed to re­ open nationwide or regionally if a stable seven-day incidence rate of less than 50 new infections per 100,000 inhabitants has been achieved, however no earlier than 8 March. Retail purchases are possible by appointment with a three-day incidence rate of between 50 and 100. If the incidence rates exceed the limit of 100 following any steps of the re-opening strategy, an “emergency brake” will be applied, which calls for the rules regarding business closures as at 16 December 2020 to be reinstated. On 22 March 2021, it was decided that these rules should apply until at least 18 April 2021. In Poland, measures requiring the closure of shops in shopping centers, which have been in force since 28 December 2020, were lifted again on 1 February 2021, subject to conditions such as wearing a mask and observing limits on the number of customers allowed per square metre; they were then reimposed regionally from 13 March and from 20 March 2021 nationwide. The closure measures will apply at least until 9 April 2021. Widespread retail closures in the Czech Republic since 27 Decem- ber 2020 became even stricter effective 1 March 2021, and the list of shops allowed to remain open has been shortened even further. As of 8 February 2021 and subject to certain conditions, Austria has cancelled shop closures that had been in force since 26 December 2020. Hungary closed its retail shops for the first time from 8 March 2021. Even prior to that, however, catering operations had only been ­ possible to a limited extent (take-away) and retailers had to observe the applicable protective measures, such as restrictions on opening hours and mask requirements. The closures, which extend well into 2021, have further exacerbated the economic situation of the tenants affected. For many tenants, the Christmas season was heavily impacted by the closures in late autumn and the renewed closures from mid-December 2020. The states’ support programmes were either unable to compensate for this or only to a limited extent. Deutsche EuroShop is in continued dialogue with tenants via its ­ service provider, ECE, in order to arrange support measures. Among other things, at the beginning of 2021 the affected tenants of the German shopping centers were made a regular offer under which half of the net rent excluding ancillary costs would be waived for the duration of the closure since mid-December 2020 and for all further ­ closures in 2021. While the federal government has suspended the requirement to file for bankruptcy in the event of pandemic-related insolvency and over-indebtedness in an effort to mitigate the effects of the corona- virus pandemic and has now extended this exemption to the end of April 2021, there is still a risk of further tenant insolvencies. More tenants have already filed for insolvency or announced branch ­ closures in 2021. This may necessitate additional write-downs on the receivables reported as at the reporting date. Tenants’ losses and continued shop closures in individual countries may have an impact on the valuation of our shopping centers. Please refer to the sensi- tivity analysis in section “8. Investment properties”. No further significant events occurred between the reporting date and the date of preparation of the financial statements. Hamburg, 25 March 2021 Deutsche ­EuroShop AG The Executive Board Wilhelm Wellner Olaf Borkers Financial Report 2020 / Deutsche EuroShop CONSOLIDATED FINANCIAL STATEMENTS / Notes 64
  • 67. SHAREHOLDINGS List of shareholdings in accordance with section 313 (2) of the ­Handelsgesetzbuch (HGB – German Commercial Code) as at 31 Decem- ber 2020: Company name and domicile Interest in equity Fully consolidated companies: DES Verwaltung GmbH, Hamburg 100% DES Management GmbH, Hamburg 100% DES Shoppingcenter GmbHCo. KG, Hamburg 1 100% DES Beteiligungs GmbHCo. KG, Hamburg 1 100% A10 Center Wildau GmbH, Hamburg 100% Main-Taunus-Zentrum KG, Hamburg 52.01% Forum Wetzlar KG, Hamburg 65% Objekt City-Point Kassel GmbHCo. KG, Hamburg 1 100% Stadtgalerie Hameln GmbHCo. KG, Hamburg 1 100% Altmarkt-Galerie Dresden GmbHCo. KG, Hamburg 1 100% Einkaufs-Center Galeria Baltycka G.m.b.H.  Co. KG, Hamburg 74% Einkaufs-Center Galeria Baltycka G.m.b.H.  Co. KG, Sp. kom., Warsaw, Poland 99.99% CASPIA Investments Sp. z o.o., Warsaw, Poland 100% City-Point Beteiligungs GmbH, Hamburg 100% Olympia Brno s.r.o., Prague, Czech Republic 100% Joint ventures: Allee-Center Magdeburg KG, Hamburg 50% Stadt-Galerie Passau KG, Hamburg 75% CAK City Arkaden Klagenfurt KG, Hamburg 50% Saarpark Center Neunkirchen KG, Hamburg 50% EKZ Eins Errichtungs- und Betriebs Ges.m.b.H.  Co OG, Vienna, Austria 50% Immobilienkommanditgesellschaft FEZ Harburg, Hamburg 50% Einkaufs-Center Arkaden Pécs KG, Hamburg 50% Associates: EKZ Vier Errichtungs- und Betriebs Ges.m.b.H., Vienna, Austria 50% 1 For these companies, exemption from the disclosure obligation in accordance with section 264b HGB was made use of. Deutsche EuroShop / Financial Report 2020 Notes / CONSOLIDATED FINANCIAL STATEMENTS 65
  • 68. RESPONSIBILITY STATEMENT BY THE EXECUTIVE BOARD We declare that to the best of our knowledge, in line with the accounting policies to be applied, the consolidated financial state- ments present a true and fair view of the net assets, financial position and results of operations of the Group and the combined ­ management report presents the situation of the Group and the course of business including business performance which is a fair and ­ accurate view, and describes the essential opportunities and risks of the likely development of the Group. Hamburg, 25 March 2021 Wilhelm Wellner Olaf Borkers Financial Report 2020 / Deutsche EuroShop 66 RESPONSIBILITY STATEMENT BY THE EXECUTIVE BOARD
  • 69. INDEPENDENT AUDITOR’S REPORT To Deutsche EuroShop AG, Hamburg REPORT ON THE AUDIT OF THE ­CONSOLIDATED FINANCIAL STATEMENTS AND COMBINED MANAGEMENT REPORT Audit opinion We have audited the consolidated financial statements of Deutsche EuroShop AG, Hamburg and its subsidiaries (the Group), comprising the consolidated balance sheet as at 31 December 2020, the consol- idated income statement, the statement of comprehensive income, the statement of changes in equity, the consolidated cash flow state- ment for the financial year from 1 January 2020 to 31 December 2020 as well as the notes to the consolidated financial statements, including a summary of relevant accounting methods. We have also audited the combined management report (Com- pany management report and Group management report) of Deutsche EuroShop AG for the financial year from 1 January 2020 to 31 December 2020. In accordance with the provisions of German law, we have not audited the content of the statements listed under “OTHER INFOR- MATION” in the combined management report. In our opinion, based on the findings of our audit: • the enclosed consolidated financial statements comply in all material respects with IFRS as adopted by the EU and the supple- mentary provisions of German law required to be applied under section 315e (1) of the Handelsgesetzbuch (HGB – German Com- mercial Code) and give a true and fair view of the net assets and financial position of the Group as at 31 December 2020 as well as its results of operations for the financial year from 1 January 2020 to 31 December 2020 in accordance with these requirements; and • the enclosed combined management report as a whole provides a suitable understanding of the Group’s position. This combined management report is consistent with the consolidated finan- cial statements in all material respects, complies with the provi- sions of German law and suitably presents the opportunities and risks of future development. Our opinion on the combined man- agement report does not extend to the content of the statements listed under “OTHER INFORMATION” in the combined management report. In accordance with section 322 (3) sentence 1 HGB, we hereby declare that our audit has not led to any reservations with respect to the regularity of the consolidated financial statements or combined management report. BASIS FOR OPINION We conducted our audit of the consolidated financial statements and combined management report in accordance with section 317 HGB and the EU Audit Regulation (No 537/2014; hereinafter “EU AR”), tak- ing into account the German generally accepted standards for the auditing of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW – Institute of Public Auditors). Our respon- sibility pursuant to these provisions and principles is described in more detail in the section “RESPONSIBILITY OF THE AUDITOR FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND COMBINED MANAGEMENT REPORT” of our auditor’s report. We are independent from the Group companies in line with the provi- sions of European and German commercial and professional law and have fulfilled our other professional duties under German law in line with these requirements. Furthermore, in accordance with article 10 (2) point f) EU AR, we hereby declare that we have not provided any prohibited non-audit services pursuant to article 5 (1) EU AR. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements and combined management report. KEY AUDIT MATTERS IN THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS Key audit matters are those matters that, in our professional judge- ment, were of most significant impact in our audit of the consolidated financial statements for the financial year from 1 January 2020 to 31 December 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, but we do not provide a separate opin- ion on these matters. Deutsche EuroShop / Financial Report 2020 67 INDEPENDENT AUDITOR’S REPORT
  • 70. We identified the following as key audit matters: 1. Measurement of investment properties 2. Accounting of rental concessions granted in connection with the coronavirus pandemic and their effect on revenue recognition 3. Recognition and measurement of deferred taxes 1. MEASUREMENT OF INVESTMENT PROPERTIES Matter Deutsche EuroShop AG reported investment properties ­ totalling €3,437.1 million in its consolidated financial statements as at 31 De­­ cember 2020 and holds a participating interest in further material investment properties through its stakes in joint ventures and asso- ciates (€584.1 million). The shopping center properties held as investment property are measured at fair value in accordance with IAS 40. In financial year 2020, expenses from this measurement of €400.2 million were recognised in the income statement. In addi- tion, the profit/loss of equity-accounted joint ventures and associ- ates included a measurement loss of €73.8 million. The respective fair value measurements of investment proper- ties in accordance with IFRS 13 are determined on the basis of the discounted cash flow method by one of the external apprais- ers appointed by Deutsche EuroShop AG. They are level 3 measure- ments pursuant to IFRS 13 that are based on input factors not mate- rially observable on the market. Forecasts about future cash flows from rental income and management, maintenance and adminis- trative costs as well as the derivation of the capitalisation interest rate involve significant decisions based on personal judgement and estimates. Due to the coronavirus pandemic, forecasting future cash flows is subject to elevated uncertainty. In particular, the medium to long- term effects of the pandemic on consumer shopping behaviour and the future growth of shopping centers are difficult to assess from today’s perspective. Due to the significance of the investment properties for the consoli­ dated financial statements of Deutsche EuroShop AG in terms of their amount and the significant uncertainties associated with their measurement, this is a key audit matter of particular importance. The disclosures provided by Deutsche EuroShop AG on the measure- ment of investment properties are included in sections “6. Signifi­ cant accounting policies and valuation methods/Investment proper- ties” and “8. Investment properties” of the notes to the consolidated financial statements. Auditor’s review As part of our audit, we obtained evidence of the externally appointed appraiser’s competence and independence. We obtained an understanding of the selection and application of the methods, significant assumptions and data upon which the apprais- er’s valuation was based and tested the appraisals on a sample basis as to the appropriateness, consistency and proper implementation of the valuation methodology and the accuracy of the inputs (leased space and rental income). In addition, we conducted three center vis- its in financial year 2020. We furthermore acknowledged the pro- jected values and parameters (rental income, future vacancy rates, management, maintenance and administrative costs and interest rates) used in the valuation and are satisfied with the suitability of the decisions based on personal judgement and estimates. We had the assumptions contained in the forecasts regarding the effects of the coronavirus pandemic on the future growth of the shopping centers explained to us by the Executive Board and the appraiser, compared them with published industry expectations and analyses, and verified their inclusion in the measurement. In performing the audit, we consulted internal specialists in the field of real estate valuation. 2. ACCOUNTING OF RENTAL CONCESSIONS GRANTED IN CONNECTION WITH THE CORONAVIRUS PANDEMIC AND THEIR EFFECT ON REVENUE RECOGNITION Matter In accordance with IFRS 16.81, the Group recognises revenue from operating leases for shopping centers on a straight-line basis over the contractually agreed lease term. A prerequisite for the recog- nition of revenue is that the Group has a civil law claim to the rent under the lease. In financial year 2020, due to the lockdown measures many tenants nationally and internationally did not meet their obligation to pay rents as contractually agreed. In some countries there are legal pro- visions, or legal provisions have been enacted, that provide for tem- porary deferral, suspension or reduction of rental payments. Financial Report 2020 / Deutsche EuroShop 68 INDEPENDENT AUDITOR’S REPORT
  • 71. In the preceding financial year, the Group conducted negotiations with tenants on debt waivers for the past, temporary rent deferrals and temporary rent reductions for the future, and in many cases accordingly concluded supplementary agreements to the lease. Subsequent agreements result in the contract being accounted for as a new lease from the date of modification of the lease (IFRS 16.87); for revenue recognition purposes, the future adjusted lease pay- ments are distributed on a straight-line basis over the lease term. This approach is not applicable with respect to the cessation or reduction of rental payments that have been made on the basis of an existing lease agreement or by law. In contrast, specific loss allowances for expected concessions yet to be granted in respect of rent receivables and debt waivers already incurred are recognised as an expense for the period in accordance with the impairment and derecognition rules of IFRS 9 (IFRS 9.2.1 b)i)). In financial year 2020, specific valuation losses of €14.7 million were recognised for expected rent concessions, and expenses of €8.6 million were rec- ognised as a result of debt waivers in connection with corona­ virus- related rent concessions. Assessing whether the Group’s civil law claim to the contractual rental payments continues to exist even in the officially ordered lockdown is fraught with complexity. In addition, the IFRS rules on accounting for debt waivers and lease concessions accord lessors discretion on the timing and amount of revenue. We believe this is a key audit matter of particular importance for these reasons. Deutsche EuroShop AG’s disclosures on accounting for the rental concessions granted in connection with the coronavirus pandemic and on revenue recognition are presented in sections “6. Significant accounting policies and valuation methods, receivables and other current assets”, “10. Trade receivables” and “29. Financial instru- ments and risk management, credit and default risk” in the notes to the consolidated financial statements and in the combined man- agement report in the section “Economic report/Results of opera- tions of the Group”. Auditor’s review As part of our audit, we reviewed the Executive Board’s assessment that the Group always had a civil law claim to rental payments, even during the lockdown periods in Germany, and evaluated whether revenue should be recognised in the amount of the contractually agreed rent. For the review, we held discussions with the Executive Board and consulted internal specialists. For a risk-oriented selec- tion of contracts and for the current standard lease and for the pre- vious standard lease versions, we also reviewed the contractual provisions, inter alia with regard to the existence of force majeure clauses. We also looked at the process of negotiating supplements to the leases. As a first step, we obtained an overview of the supplemen- tary agreements concluded and an understanding of what kind of agreements were concluded for the past and for the future. We also reviewed the resulting accounting effects and verified the complete and correct recognition of the supplementary agreements in the consolidated financial statements. In respect of the estimate of the specific loss allowances required for future expected rent conces- sions by the Company to its tenants, we obtained an understand- ing of the methodology underlying the estimate and the assumptions and data used in the estimate, and reviewed the reasonableness of the estimate. In the case of the shopping centers located abroad, we worked together with the subdivision auditors to determine the different civil law bases for claims to rental payments during the lockdown peri- ods and derived the accounting effects on the consolidated financial statements from this. 3. RECOGNITION AND MEASUREMENT OF DEFERRED TAXES Matter Deutsche EuroShop AG reported deferred tax liabilities ­ totalling €325.0 million in its consolidated financial statements as at 31 De­­ cember 2020. The recognition and measurement of deferred taxes in the consolidated financial statements of Deutsche EuroShop AG take account of complex tax matters in connection with property compa- nies under the legal form of commercial partnerships. The disclosures provided by Deutsche EuroShop AG on the deter­ mination and measurement of deferred taxes are included in sec- tions “6. Significant accounting policies and valuation methods/ Investment properties” and “16. Deferred tax liabilities” of the notes to the consolidated financial statements. Deutsche EuroShop / Financial Report 2020 69 INDEPENDENT AUDITOR’S REPORT
  • 72. Auditor’s review We acknowledged the calculation of deferred taxes with respect to their compliance with IAS 12. We also analysed the confirmation let- ter of the tax consultant. We are satisfied with the competence and independence of the tax consultant assisting Deutsche EuroShop AG in the determination of deferred taxes. We also examined the deter- mination method used to measure and report deferred taxes, whereby we compared the values used with the tax calculations of the company and the tax consultant by means of samples and ver- ified the validity of the tax bases utilised. In auditing the deferred taxes, we consulted internal specialists in the field of deferred taxes. OTHER INFORMATION The Executive Board and Supervisory Board are responsible for other information. This includes: • the separately published declaration on corporate governance referred to in the section “Declaration on corporate governance” of the combined management report, • the Corporate Governance Report referred to in the “Declaration on corporate governance” section of the combined management report pursuant to No. 3.10 of the Deutscher Corporate Govern- ance Kodex (DCGK – German Corporate Governance Code), • the other sections of the annual report, with the exception of the audited consolidated financial statements and combined management report as well as our auditor’s report, • the responsibility statement in accordance with section 297 (2) sentence 4 HGB for the consolidated financial statements and responsibility statement in accordance with section 315 (1) ­ sentence 5 HGB for the combined management report. Our opinion on the consolidated financial statements and combined management report does not extend to the other information and we do not provide an opinion or any other form of audit conclusion in this regard. In connection with our audit of the consolidated financial statements, we have a responsibility to read the other information and determine whether the other information • contains material discrepancies with the consolidated financial statements, combined management report or the knowledge acquired through our own audit, or • appears to be misstated in any other way. If, on the basis of the work we have carried out, we conclude that this other information contains a material misstatement, we are obliged to report this. We have nothing to report in this regard. RESPONSIBILITY OF THE LEGAL REPRESENT- ATIVES AND SUPERVISORY BOARD FOR THE CONSOLIDATED FINANCIAL STATEMENTS AND COMBINED MANAGEMENT REPORT The legal representatives are responsible for preparing the consoli- dated financial statements in compliance with IFRS as adopted by the EU and the supplementary provisions of German law required to be applied under section 315e (1) HGB, and for ensuring that the consol- idated financial statements give a true and fair view of the net assets, financial position and results of operations of the Group in accord- ance with these requirements. Further, the legal representatives are responsible for any internal control they deem relevant to prepara- tion of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the legal repre- sentatives are responsible for assessing the Group’s ability to con- tinue as a going concern, disclosing, as applicable, matters related to going concern. In addition, they are responsible for recognising the ability to continue as a going concern on the going concern basis of accounting, unless there is an intent to liquidate the Group or dis- continue business operations or there is no realistic alternative to these options. Furthermore, the legal representatives are responsible for prepar- ing a combined management report that as a whole provides a suita- ble understanding of the Group’s position, is consistent with the con- solidated financial statements in all material respects, complies with the provisions of German law and suitably presents the opportunities and risks of future development. The legal representatives are also responsible for any precautions and measures (systems) they deem necessary to enable the combined management report to be pre- pared in accordance with the applicable provisions of German law, and to enable sufficient and appropriate evidence to be provided for the statements in the combined management report. The supervisory board is responsible for monitoring the Group’s accounting process for the preparation of the consolidated financial statements and combined management report. Financial Report 2020 / Deutsche EuroShop 70 INDEPENDENT AUDITOR’S REPORT
  • 73. RESPONSIBILITY OF THE AUDITOR FOR THE AUDIT OF THE CONSOLIDATED ­ FINANCIAL STATEMENTS AND COMBINED ­MANAGEMENT REPORT Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from mate- rial misstatements, whether due to fraud or error, and whether the combined management report as a whole provides a suitable understanding of the Group’s position, is consistent with the consol- idated financial statements and the findings of the audit in all mate- rial respects, complies with the provisions of German law, and suita- bly presents the opportunities and risks of future development; and to provide an auditor’s report containing our opinion on the consoli- dated financial statements and combined management report. Reasonable assurance is a high level of assurance, but is not a guar- antee that an audit performed in accordance with section 317 HGB and the EU AR, taking into account the German generally accepted standards for the auditing of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW), will always detect a material misstatement. These can arise from fraud or error and are consid- ered material if, individually or in the aggregate, they could reason- ably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and com- bined management report. As part of our audit, we exercise professional judgement and main- tain professional scepticism. We also: • identify and assess the risks of material misstatement of the con- solidated financial statements and combined management report (whether due to fraud or error), design and perform audit proce- dures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of failing to detect a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresenta- tions, or the override of internal control; • obtain an understanding of internal control relevant to the audit of the consolidated financial statements and precautions and meas- ures relevant to the audit of the combined management report 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 these systems; • evaluate the appropriateness of accounting policies used and the reasonableness of estimates and related disclosures made by the legal representatives; • conclude on the appropriateness of the legal representatives’ use of the going concern basis of accounting and, based on the audit evidence obtained, conclude whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we determine that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the consolidated financial statements and combined manage- ment report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern; • evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and evaluate whether the consolidated financial statements represent the underlying transactions and events in a manner that gives a true and fair view of the net assets, financial position and results of operations of the Group in compliance with IFRS as adopted by the EU and the supplementary provisions of German law required to be applied under section 315e (1) HGB; • obtain sufficient and appropriate audit evidence for the account- ing information of the companies or business activities within the Group in order to express an opinion on the consolidated financial statements and combined management report. We are respon- sible for providing guidance on, monitoring and performing the audit of the consolidated financial statements. We bear sole responsibility for our opinion; • evaluate the consistency of the combined management report with the consolidated financial statements, its legal counterpart and the understanding it provides of the Group’s position; • perform audit procedures for the forward-looking statements made by the legal representatives in the combined manage- ment report. On the basis of sufficient and appropriate audit evi- dence, we acknowledge in particular the significant underlying assumptions of the forward-looking statements made by the legal ­ representatives and evaluate the appropriate derivation of the forward-looking statements based on these assumptions. We do not express a separate opinion on the forward-looking state- ments or the underlying assumptions. There is a significant una- voidable risk that future events will differ materially from the for- ward-looking statements. Deutsche EuroShop / Financial Report 2020 71 INDEPENDENT AUDITOR’S REPORT
  • 74. We communicate with those responsible for monitoring regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any deficiencies in internal con- trol that we identify during our audit. We provide those responsible for monitoring with a statement that we have fulfilled the relevant independence requirements and com- municate with them regarding all relationships and other matters which might reasonably be considered to have an effect on our inde- pendence as well as the associated precautions taken. From the matters communicated with those responsible for moni- toring, we determine those matters that were of most significance in the audit of the consolidated financial statements for the cur- rent reporting period and are therefore the key audit matters. We describe these matters in the auditor’s report unless law or regula- tion ­ precludes public disclosure about the matter. OTHER APPLICABLE LEGAL REQUIREMENTS Note on the audit of the electronic reproductions of the ­ consolidated financial statements and the combined ­ management report prepared for disclosure purposes in accordance with section 317 (3b) HGB Audit opinion In accordance with section 317 (3b) HGB, we have performed a rea- sonable assurance audit to determine whether the reproductions of the consolidated financial statements and the combined man- agement report (hereinafter also referred to as “ESEF documents”) ­ contained in the attached file [DESAG_KA20_ESEF.zip: 62965c0308 ca5c579ff79fcc152f13844b3ed7d325c5e66f522a9f199­395cdb4] and prepared for disclosure purposes comply in all material respects with the electronic reporting format (“ESEF format”) requirements of section 328 (1) HGB. In accordance with German legal require- ments, this audit extends only to the conversion of the information contained in the consolidated financial statements and the combined management report into ESEF format and therefore neither to the information contained in these reproductions nor to any other infor- mation contained in the aforementioned file. In our opinion, the reproductions of the consolidated financial state- ments and the combined management report contained in the afore- mentioned attached file and prepared for the purpose of disclosure comply in all material respects with the electronic reporting format requirements of section 328 (1) HGB. Other than this opinion and our opinions on the accompanying consolidated financial statements and the accompanying combined management report for the finan- cial year from 1 January 2020 to 31 December 2020 included in the “Report on the audit for the consolidated financial statements and combined management report” above, we do not express any opinion on the information included in these reproductions or on the other information included in the aforementioned file. Basis for the audit opinion We conducted our audit of the reproductions of the consolidated financial statements and the combined management report con- tained in the aforementioned attached file in accordance with sec- tion 317 (3b) HGB, taking into account the draft IDW Auditing Stand- ard: Audit of electronic reproductions of financial statements and management reports prepared for disclosure purposes in accord- ance with section 317 (3b) HGB (IDW EPS 410). Our responsibility thereunder is further described in the section “Auditor’s responsibil- ity for the audit of the ESEF documents”. Our auditing practice meets the requirements of the quality assurance system of the IDW quality assurance standard: Requirements for quality assurance in auditing practice (IDW QS 1) were applied. Responsibility of the Executive Board and Supervisory Board for the ESEF documents The Executive Board is responsible for the preparation of the ESEF documents containing the electronic reproductions of the consoli- dated financial statements and the combined management report in accordance with section 328 (1) sentence 4 no. 1 HGB and for the marking up of the consolidated financial statements in accordance with section 328 (1) sentence 4 no. 2 HGB. Furthermore, the Company’s management is responsible for such internal controls as management determines is necessary to ena- ble the preparation of ESEF documents that are free from material non-compliance, whether due to fraud or error, with the electronic reporting format requirements of section 328 (1) HGB. The Executive Board of the Company is also responsible for submit- ting the ESEF documents together with the auditor’s report and the attached audited consolidated financial statements and audited com- bined management report and other documents to be disclosed to the operator of the German Federal Official Gazette. The Supervisory Board is responsible for overseeing the preparation of the ESEF documents as part of the financial reporting process. Financial Report 2020 / Deutsche EuroShop 72 INDEPENDENT AUDITOR’S REPORT
  • 75. Auditor’s responsibility for the audit of the ESEF documents Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material non-compliance, whether due to fraud or error, with the requirements of section 328 (1) HGB. As part of our audit, we exercise professional judgement and main- tain professional scepticism. We also: • identify and assess the risks of material non-compliance with the requirements of section 328 (1) HGB, 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. • obtain an understanding of internal controls relevant to the audit of the ESEF documents 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 these systems. • assess the technical validity of the ESEF documents, i. e. whether the file containing the ESEF documents complies with the require- ments of Delegated Regulation (EU) 2019/815, as amended as at the reporting date, on the technical specifications for that file. • assess whether the ESEF documents provide a consistent XHTML representation of the audited consolidated financial statements and the audited combined management report. • assess whether the marking up of ESEF documents with inline XBRL technology (iXBRL) provides an adequate and complete machine-readable XBRL copy of the XHTML representation. Other disclosures according to article 10 EU AR We were elected as auditor by the Annual General Meeting on 16 June 2020. We were appointed by the Chair of the Audit Commit- tee on 16 August 2020. We have audited the consolidated financial statements of Deutsche EuroShop AG on a continuous basis since the 2005 financial year. We hereby declare that the opinion in this auditor’s report is consist- ent with the supplementary report issued to the Audit Committee in accordance with article 11 EU AR (audit report). RESPONSIBLE AUDITOR The auditor responsible for the audit is Christoph Hyckel. Hamburg, 7 April 2021 BDO AG Wirtschaftsprüfungsgesellschaft (signed) Oleski (signed) Hyckel Auditor Auditor Deutsche EuroShop / Financial Report 2020 73 INDEPENDENT AUDITOR’S REPORT
  • 76. The Brussels-based European Public Real Estate Association (EPRA) has set itself the goal of improving the transparency and compara- bility of reports published by listed companies in Europe. To this end, EPRA has defined key figures in its Best Practice Recommendations. Deutsche EuroShop supports this goal as a member of EPRA. The currently valid version1 of the EPRA Best Practice Recommenda- tions (hereinafter “BPR”) was used to determine the key figures. The current revised version of the BPR was published in October 2019. A key change is the introduction of three net asset value metrics, replacing the previous key figures EPRA NAV and EPRA NNNAV. OVERVIEW OF EPRA KEY FIGURES 31.12.2020 31.12.2019 Change in € thousand per share in € in € thousand per share in € +/- in € thousand in % EPRA earnings 124,536 2.02 158,260 2.56 -33,724 -21.3 EPRA NRV 2,540,009 41.11 2,868,630 46.43 -328,621 -11.5 EPRA NTA 2,309,711 37.38 2,613,365 42.30 -303,654 -11.6 EPRA NDV 1,934,235 31.31 2,139,458 34.63 -205,223 -9.6 EPRA NAV 2,309,724 37.38 2,613,390 42.30 -303,666 -11.6 EPRA NNNAV 1,934,235 31.31 2,139,458 34.63 -205,223 -9.6 31.12.2020 31.12.2019 Change in % in % in % points EPRA net initial yield (EPRA NIY) 5.3 5.1 0.2 EPRA “topped-up” net initial yield 5.4 5.1 0.3 EPRA cost ratio (incl. direct vacancy costs) 27.3 13.4 13.9 EPRA cost ratio (excl. direct vacancy costs) 26.6 13.0 13.6 EPRA vacancy rate 4.6 2.4 2.2 1 The currently valid version of the EPRA Best Practice Recommendations can be found at http://www.epra.com/finance/financial-reporting/guidelines EPRA REPORTING EPRA REPORTING Financial Report 2020 / Deutsche EuroShop 74
  • 77. EPRA EARNINGS EPRA earnings represent sustained operating earnings and thus lay the foundation for a real estate company’s ability to pay a dividend. To calculate this, the profit/loss for the year is adjusted to reflect any income components that have no sustained, recurring impact on operational performance. EPRA earnings are therefore essentially comparable with the “funds from operations” (FFO) parameter that we employ. In contrast to EPRA earnings, however, FFO are adjusted for all non-cash deferred taxes and, in this financial year, the income from a tax refund. EPRA EARNINGS 31.12.2020 31.12.2019 Change in € thousand in € thousand per share in € in € thousand in € thousand per share in € per share in € in % Consolidated profit -251,717 -4.07 112,091 1.81 -5.88 -324.9 Measurement gains/ losses investment properties 353,837 94,188 Measurement gains/ losses investment properties (at equity) 73,786 25,854 Measurement gains/losses investment properties1 427,623 6.92 120,042 1.94 4.98 256.7 Measurement gains/ losses derivative financial instruments 0 0 Measurement gains/ losses derivative ­financial instruments (at equity) -88 -350 Measurement gains/ losses derivative financial instruments1 -88 0.00 -350 0.00 0.00 – Goodwill write-down 2,008 0.03 0 0.00 0.03 – Deferred taxes on adjustments1 -53,290 -0.86 -73,523 -1.19 0.33 -27.7 EPRA EARNINGS2 124,536 2.02 158,260 2.56 -0.54 -21.1 Weighted number of no-par-value shares issued 61,783,594 61,783,594 1 Including the share attributable to equity-accounted joint ventures and associates 2 EPRA earnings include a one-off tax refund in the prior-year period, including interest accrued for previous years. Without this tax refund, EPRA earnings would have totalled €149.3 million or €2.41 per share. EPRA EARNINGS in € million / in € per share 58.2 61.8 61.8 Weighted number of shares in million 61.8 53.9 2017 141.3 2.42 2019 158.3 2.56 2018 147.4 2.39 2020 124.6 2.02 2016 123.7 2.29 EPRA REPORTING Deutsche EuroShop / Financial Report 2020 75
  • 78. NET ASSET VALUE – CHANGES IN EPRA KEY FIGURES The revised BPR introduced the following three new net asset value metrics to replace the previous key figures EPRA NAV and EPRA NNNAV: EPRA net reinstatement value (EPRA NRV): The EPRA NRV determines the long-term net asset value that would be required to rebuild the entity in this form. This approach excludes sales of assets and consequently does not include deferred taxes. The ancillary acquisition costs needed to rebuild the entity are added back at their appraisal value. EPRA net tangible assets (EPRA NTA): In the case of Deutsche EuroShop, the EPRA NTA is comparable to the EPRA NAV used previously and represents the net asset value based on a long-term business model. To do so, Group equity is adjusted for assets and liabilities that are unlikely to be realised if held over the long term. In contrast to the EPRA NAV, the EPRA NTA does not take account of intangible assets and provides three options for the recognition or non-recognition of deferred taxes. As with the EPRA NAV, Deutsche EuroShop does not include deferred taxes when calculating the EPRA NTA because Deutsche EuroShop’s business model is geared towards generating long-term rental income rather than selling shopping centres for short-term profit. EPRA net disposal value (EPRA NDV): The EPRA NDV indicates the net asset value that would result if the assets and liabilities were not held to maturity. The EPRA NDV thus also factors in assets and liabilities measured at fair value as at the reporting date, which are unlikely to be realised taking a long- term view. In addition, it is assumed that the deferred taxes from the ­ balance sheet and from the fair value measurement of the ­ financial liabilities will be realised and will therefore have to be deducted. For comparison purposes, the three new EPRA key figures are com- pared with the key figures used previously. EPRA NET ASSET VALUE METRIC AS AT 31.12.2020 in € thousand new EPRA key figures previous EPRA key figures EPRA NTA EPRA NRV EPRA NDV EPRA NAV EPRA NNNAV Equity 2,003,246 2,003,246 2,003,246 2,003,246 2,003,246 Derivative financial instruments measured at fair value1 26,138 26,138 26,138 Deferred taxes on investment properties and derivative financial instruments1 332,059 332,059 332,059 Goodwill as a result of deferred taxes -51,719 -51,719 -51,719 -51,719 -51,719 Intangible assets -13 Difference between non-accounted financial liabilities measured at fair value and their carrying amount1 -21,677 -21,677 Deferred taxes on difference between non-accounted financial liabilities measured at fair value and their carrying amount1 4,385 4,385 Less ancillary acquisition costs1 230,285 2,309,711 2,540,009 1,934,235 2,309,724 1,934,235 Number of no-par-value shares issued as at the reporting date 61,783,594 61,783,594 61,783,594 61,783,594 61,783,594 per share in € 37.38 41.11 31.31 37.38 31.31 1 Including the share attributable to equity-accounted joint ventures and associates EPRA REPORTING Financial Report 2020 / Deutsche EuroShop 76
  • 79. EPRA NET ASSET VALUE METRIC AS AT 31.12.2019 in € thousand new EPRA key figures previous EPRA key figures EPRA NTA EPRA NRV EPRA NDV EPRA NAV EPRA NNNAV Equity 2,249,573 2,249,573 2,249,573 2,249,573 2,249,573 Derivative financial instruments measured at fair value1 33,726 33,726 33,726 Deferred taxes on investment properties and derivative financial instruments1 383,818 383,818 383,818 Goodwill as a result of deferred taxes -53,727 -53,727 -53,727 -53,727 -53,727 Intangible assets -25 Difference between non-accounted financial liabilities measured at fair value and their carrying amount1 -70,834 -70,834 Deferred taxes on difference between non-accounted financial liabilities measured at fair value and their carrying amount1 14,446 14,446 Less ancillary acquisition costs1 255,240 2,613,365 2,868,630 2,139,458 2,613,390 2,139,458 Number of no-par-value shares issued as at the reporting date 61,783,594 61,783,594 61,783,594 61,783,594 61,783,594 per share in € 42.30 46.43 34.63 42.30 34.63 1 Including the share attributable to equity-accounted joint ventures and associates EPRA NRV EPRA NTA EPRA NDV in € million EPRA NRV / NTA / NDV per share in € / in € million 2017 61.8 2,932.8 2,668.4 2,119.5 47.47 34.30 43.19 2,929.8 2,667.5 2,114.4 2018 61.8 47.42 34.22 43.17 2,868.6 2,613.4 2,139.5 2019 61.8 46.43 34.63 42.30 2,540.0 2,309.7 1,934.2 2020 61.8 41.11 31.31 37.38 2016 53.9 2,578.2 2,332.6 1,833.9 47.79 34.00 43.24 Number of shares as at the reporting date in million EPRA REPORTING Deutsche EuroShop / Financial Report 2020 77
  • 80. EPRA NET INITIAL YIELD AND EPRA “TOPPED-UP” NET INITIAL YIELD EPRA net initial yield is calculated on the basis of annualised rental income as at the reporting date less the costs that are not alloc­ able to tenants, calculated in proportion to the market value of the property including ancillary acquisition costs. EPRA “topped-up” net initial yield also takes into account granted rental incentives in the determination of annualised rental income. EPRA NET INITIAL YIELD (EPRA NIY) AND EPRA “TOPPED-UP” NET INITIAL YIELD 31.12.2020 31.12.2019 in € thousand in € thousand in € thousand in € thousand Market value investment properties 3,437,145 3,822,786 Market value investment properties (at equity) 584,591 654,206 Market value investment properties 4,021,736 4,476,992 Less expanded space1 -5,560 -5,560 Less ancillary acquisition costs1 230,285 255,240 Market value investment properties (gross) 4,246,461 4,726,672 Annualised rental income1 254,342 263,249 Non-allocable property expenses1 -27,452 -22,041 Annualised net rental income 226,890 241,208 Rental incentives and other rental adjustments1 631 742 Annualised “topped-up” net rental income 227,521 241,950 EPRA net initial yield (EPRA NIY) 5.3% 5.1% EPRA “topped-up” net initial yield 5.4% 5.1% 1 Including the share attributable to equity-accounted joint ventures and associates EPRA REPORTING Financial Report 2020 / Deutsche EuroShop 78
  • 81. EPRA VACANCY RATE The EPRA vacancy rate is the ratio of the market value of vacant space to the market rent of the entire portfolio as at the reporting date. EPRA VACANCY RATE 31.12.2020 31.12.2019 in € thousand in € thousand Market rent for vacancy1 11,169 6,143 Total market rent1 243,640 253,419 EPRA vacancy rate 4.6% 2.4% 1 Including the share attributable to equity-accounted joint ventures and associates EPRA COST RATIO The EPRA cost ratio compares the sum of operating and adminis- trative costs with rental income, allowing for an estimation of cost efficiency across comparable real estate companies. Operating and administrative costs comprise all expenses that cannot be allocated or passed on from the management of the property portfolio (exclud- ing depreciation, interest and taxes) as well as Group management costs. EPRA COST RATIO 31.12.2020 31.12.2019 in € thousand in € thousand Operating and administrative costs for property 1, 2 34,612 33,936 Write-downs and derecognition of receivables1 34,231 1,900 Other operating expenses1 excluding financing costs 7,586 6,158 Other revenue from cost allocations and reimbursement1, 2 -6,737 -6,573 EPRA costs (incl. direct vacancy costs) 69,692 35,421 Direct vacancy costs1 -1,691 -904 EPRA costs (excl. direct vacancy costs) 68,001 34,517 Rental revenue (excluding cost allocations and reimbursements) 1, 2 255,465 265,073 EPRA cost ratio (incl. direct vacancy costs) 3 27.3% 13.4% EPRA cost ratio (excl. direct vacancy costs) 4 26.6% 13.0% 1 Including the share attributable to equity-accounted joint ventures and associates 2 The disclosure of non-allocable real property tax and insurance was changed in the reporting year and the prior-year figures have been adjusted for easier comparability. Please refer to the information in the notes to the consolidated financial statements under section “4. New accounting standards and changes in presentation”. 3 The EPRA cost ratio (incl. direct vacancy costs) excluding write-downs and derecognition of receivables would be 13.9% (previous year: 12.6%). 4 The EPRA cost ratio (excl. direct vacancy costs) excluding write-downs and derecognition of receivables would be 13.2% (previous year: 12.3%). EPRA REPORTING Deutsche EuroShop / Financial Report 2020 79
  • 82. INVESTMENTS IN REAL ESTATE ASSETS Investments in the Group’s real estate assets amounted to: EPRA INVESTMENTS IN REAL ESTATE ASSETS in € thousand 31.12.2020 31.12.2019 Group at equity Total Group at equity Total Acquisitions 0 0 0 0 0 0 Developments, new construction 0 0 0 0 0 0 Portfolio properties (like-for-like portfolio) 15,053 4,170 19,223 19,324 3,099 22,423 Other 0 0 0 0 0 0 EPRA investments in real estate assets 15,053 4,170 19,223 19,324 3,099 22,423 The increase in investments in portfolio properties was the result of investments in the center infrastructure and in new rental areas, as well as in the “At-your-service” and “Mail Beautification” invest- ment programmes started in financial year 2018 and continued dur- ing this financial year, which will further boost the attractiveness of the shopping centers. EPRA REPORTING Financial Report 2020 / Deutsche EuroShop 80
  • 83. REPORT OF THE SUPER­ VISORY BOARD DEAR SHAREHOLDERS, Below I would like to report to you on the work of the Supervisory Board in the past financial year. COLLABORATION BETWEEN THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD During financial year 2020, the Supervisory Board performed the duties incumbent on it according to the law and the Articles of Asso- ciation and closely oversaw the performance of Deutsche Euro- Shop AG. The Executive Board coordinated the strategic orientation of the Company with the Supervisory Board, and discussed the sta- tus of implementing the strategy with us at regular intervals. The Supervisory Board monitored and advised the Executive Board on its management of the business, and the Executive Board informed us regularly, promptly and in detail of business developments. As the Chairman of the Supervisory Board, I was kept up to date in timely fashion by the Executive Board on all important events of sig- nificance for assessing the Company’s situation, development and its management. I was also given ongoing, detailed briefings between meetings of the Supervisory Board and its committees in regular conference calls with the Executive Board. In 2020, the Executive Committee was kept continuously informed about current develop- ments and notified in advance about intended, more far-reaching decisions of the Executive Board. FOCUS OF ADVISORY ACTIVITIES We conducted detailed examinations of our Company’s net assets, financial position, results of operations and risk management at our regular meetings. In this context, we also checked that the formal conditions for implementing an efficient system of monitoring our Company were met and that the means of supervision at our dis- posal were effective. We were informed on an ongoing basis of all significant factors affecting the business. We considered the development of the portfolio properties, specifically their sales and frequency trends, the accounts receivable and occupancy rates, and the Company’s liquidity position. Last year, we were also provided with prompt and continuous information about the payment patterns of our ten- ants. There were extensive and ongoing discussions at the meet- ings held last year concerning the review and adjustment of Com- pany strategy and the impact of the coronavirus pandemic and the Report of the Super­visory Board Deutsche EuroShop / Financial Report 2020 81
  • 84. government-mandated protective measures on our tenants and on our Company. Within this context, we also held regular consultations focussing on liquidity planning for different scenarios. The corona­ virus pandemic has accelerated the growth of online retail due to the imposed lockdown measures. The ongoing integration of online and offline retail thus constituted a central component of consultations, and the further integration of our shopping centers into the rap- idly developing omni-channel distribution network was once again assessed as strategically important for the positioning of our center portfolio. The development status of the corresponding digitalisation programme (“Digital Mall”) was discussed. Regular discussions were conducted with the Executive Board regarding trends on the capital, credit, real estate and retail markets and the impact of these on the Company’s current and medium-term situation. The Executive Board and Supervisory Board examined various refinancing options. We received regular reports detailing the turnover trends of our tenants and banks’ lending policies. The Executive Board and Supervisory Board also held regular discus- sions on how the Company was valued by the stock market and its participants and made peer group comparisons. We also devoted a lot of attention last year to the expected and implemented legisla- tive changes that affect our Company. These included, in particular, those changes to mitigate the impact of the pandemic. In accordance with the requirements of the new Corporate Governance Code and ARUG II (Act Implementing the Second Shareholders’ Rights Direc- tive), we examined the creation of a new system of Executive Board remuneration. The Chairman of the Supervisory Board and the Executive Commit- tee of the Supervisory Board also discussed other topical issues with the Executive Board as required. Transactions requiring the approval of the Supervisory Board or a committee were discussed and decided on at the scheduled meetings. Where required, circu- lar resolutions were passed in writing by the Supervisory Board or the responsible committee for transactions of the Executive Board requiring approval. All resolutions in the reporting period were passed unanimously. To avoid conflicts of interest, any parties affected abstained from voting. Some meetings were held without the Executive Board present. MEETINGS/TELEPHONE AND VIDEO CONFERENCES Financial year 2020 saw four regular meetings plus one special meeting due to the special challenges posed by the Covid-19 pan- demic. Although it was possible to hold the September meeting in person, the other meetings took place as telephone or video con- ferences. The Executive Committee met for one regular and four extraordinary meetings by conference call. The Audit Committee held four regular and two extraordinary meetings by conference call. No member of the Supervisory Board attended only half or fewer than half of the meetings of the Supervisory Board and the commit- tees on which they serve during the reporting year. You can find the individual attendance record of members of the Supervisory Board in meetings of the Supervisory Board and its committees in the fol- lowing overview: Supervisory Board Member since Appointment ends Plenary Executive Committee Audit Committee Total Reiner Strecker (Chairman) 2012 2022 Annual General Meeting 5/5 5/5 6/6 100% Karin Dohm (Deputy Chairwoman) 2012 2022 Annual General Meeting 5/5 5/5 6/6 100% Dr Anja Disput 2019 2024 Annual General Meeting 5/5 – – 100% Henning Eggers 2019 2024 Annual General Meeting 5/5 5/5 6/6 100% Dr Henning Kreke 2013 2023 Annual General Meeting 5/5 – – 100% Alexander Otto 2002 2023 Annual General Meeting 5/5 – 1/1 100% Claudia Plath 2019 2024 Annual General Meeting 5/5 – – 100% Klaus Striebich 2012 2022 Annual General Meeting 5/5 – – 100% Roland Werner 2015 2025 Annual General Meeting 5/5 – – 100% Report of the Super­visory Board Financial Report 2020 / Deutsche EuroShop 82
  • 85. April conference calls We held an extraordinary conference call on 3 April 2020 to address the new circumstances during the first lockdown and the govern- ment-mandated closure of stores in our shopping centers begin- ning from mid-March 2020. The Executive Board explained the sit- uation and outlined its assessment of the impact on our Company. The focus here was on the expected loss of rent due to the threat of tenant insolvencies, possible new legal regulations and the pay- ment patterns of tenants. We discussed the liquidity situation and liquidity planning in various risk scenarios. Given the very dynamic developments in March 2020, we took advantage of this conference call to approve and adopt the 2019 annual financial statements in accordance with section 172 of the German Stock Corporation Act and approve the 2019 consolidated financial statements, which had originally been scheduled for 24 April 2020. The Executive Board pro- vided us with the financial, accounting and tax aspects of the 2019 annual financial statements for this purpose. In addition, the auditors explained the results of their audit of the annual financial statements and referred to their supplementary audit in view of the significant change in circumstances in recent weeks. In the first regular conference call on 24 April 2020, the Executive Board reported on current developments, including in particular on the lockdown measures taken by governments in the various coun- tries, the interim insolvencies, visitor number trends, retail sales of our tenants and scope of rental payments. The Executive Board addi- tionally provided information on the loans maturing over the next few years and the refinancing that had been arranged in the meantime. We devoted a lot of attention to updated liquidity planning on the part of the Executive Board as well as its scenario assumptions. The Executive Board reported in this context on postponing a substantial portion of the planned investments for the current financial year. We unanimously approved the proposed investment in the A10 Center to accommodate a major tenant. We discussed and approved the pro- posal by the Executive Committee to nominate Roland Werner for re-election as a member of the Supervisory Board at the Annual General Meeting. Finally, the agenda for the Annual General Meeting was unanimously adopted. To avoid risks, we decided – also unan- imously – to hold a virtual Annual General Meeting as proposed by the Executive Board. June conference call After the virtual Annual General Meeting on 16 June 2020 had re-elected Roland Werner to the Supervisory Board, as proposed by the management, the Supervisory Board constituted itself in the sub- sequent conference call on the same day. As a result, the distribu- tion of responsibilities on the Supervisory Board and in the commit- tees remained unchanged. The Executive Board reported to us on current developments with regard to official pandemic-related regu- lations, visitor frequencies, retail sales and rental payments, as well as amounts outstanding. With the Executive Board we discussed the liquidity situation and a current projection, which was prepared on the basis of very simplified assumptions due to the high degree of uncertainty about how the pandemic will unfold. It was not possible to make a reliable forecast regarding the 2020 financial figures given the inability to estimate how the coronavirus pandemic will evolve or its impact on rental income and impairments in particular. September meeting Our 25 September 2020 meeting was held at the Rhein-Neckar-­ Zentrum. We dealt in depth with the Company’s strategy and the measures derived from this. One of the mail focal points was the measures intended by the Executive Board to mitigate risks from events such as the coronavirus pandemic and to safeguard liquid- ity. It was again not possible to make a reliable forecast regarding the 2020 financial figures given the inability to estimate how the corona­ virus pandemic will unfold and its impact on rental income and impairments in particular. The Executive Board reported to us on current developments in our portfolio and anticipated legal changes in the environment of our business activities. The Executive Commit- tee – in the absence of the Executive Board – notified the Supervisory Board of the status of the measures to amend the Executive Board remuneration structure in accordance with ARUG II and the German Corporate Governance Code. November video conference In a video conference on 27 November 2020, the Executive Board again reported to us on the current situation at the Company’s shop- ping centers. The Executive Board explained its projections for finan- cial year 2020 and also presented its assumptions and planning for the years 2021 through to 2025. Both the projection and planning for subsequent years were subject to considerable uncertainties given the inability to estimate how the coronavirus pandemic will unfold. This outlook was exacerbated by the significant increase in the number of infections since the autumn and the associated lock- down measures in all of the Company’s markets. It was still not pos- sible to make a reliable forecast regarding the 2020 financial fig- ures. Together we discussed the current analysis of the financial covenants in the loan agreements and authorised the Capital ­ Market Committee to vote on refinancing for the Phoenix-Center in Ham- burg-Harburg. Finally, the Executive Board reported on the status of plans to extend portfolio financing for City-Arkaden in Wuppertal, City-Galerie in Wolfsburg and the Billstedt-Center in Hamburg. With- out the Executive Board being present, the Executive Committee noti- fied us of the interim results regarding the change to the Executive Board remuneration system. Report of the Super­visory Board Deutsche EuroShop / Financial Report 2020 83
  • 86. COMMITTEES The Supervisory Board has established three committees: the Exec- utive Committee, the Audit Committee and the Capital Market Com- mittee. Each of the committees is made up of three members. The Executive Committee of the Supervisory Board functions simultane- ously as a nomination committee. Given the size of the Company and the number of Supervisory Board members, we still consider the number of committees and committee members to be appropriate. During the reporting period, the Executive Committee convened via a conference call in response to the pandemic on 17 March (extraor- dinary), 23 March (extraordinary), 30 March, 11 May (extraordinary) and 21 December 2020 (extraordinary). The Audit Committee met via a conference call in response to the pandemic on 19 March (extra­ ordinary), 30 March and 3 April 2020 (extraordinary). In the extra­ ordinary telephone conferences on 17 March (Executive Committee) and 19 March 2020 (Audit Committee), we held an intensive dialogue with the Executive Board on the possible ramifications of the corona­ virus pandemic and the related uncertainties for the further devel- opment of our Company. The discussion also addressed the planned dividend for the 2019 financial year and thus the Executive Board’s proposal for the appropriation of profits for the 2019 annual finan- cial statements. We reached the decision with the Executive Board to suspend the dividend payment due to the high level of uncertainty regarding the scope and duration of the pandemic. In the presence of the auditors and the Executive Board, the Audit Committee dis- cussed the financial statements and the combined management report for Deutsche EuroShop AG and the Group in conference calls on 30 March and again on 3 April 2020 due to the rapidly changing coronavirus situation. The Audit Committee also discussed the quarterly statements and the half-year financial report with the Executive Board in conference calls on 11 May, 12 August and 11 November 2020; at all of these calls the Executive Board reported on the current situation in our shopping centers and the associated operational and financial impli- cations in these conferences as well. The Audit Committee issued the audit mandate to the auditor elected by the Annual General Meeting, monitored the services provided by the auditor and discussed the controls on the quality of the audit. CORPORATE GOVERNANCE In February 2020 and February 2021, together with the Executive Board, we issued updated declarations of conformity in relation to the recommendations of the Government Commission pursu- ant to section 161 of the Aktiengesetz (German Public Companies Act – AktG) and made this permanently available on the Deutsche EuroShop AG website. A separate report on the implementation of the German Corporate Governance Code (DCGK) is included in this Annual Report. The members of the Supervisory Board and the Exec- utive Board declared in writing at the beginning of 2021 that no con- flicts of interest had arisen during financial year 2020. We have published a matrix of the powers of the members of the Supervisory Board in the “Declaration on Corporate Governance” in order to demonstrate transparency in this area as well. We regu- larly review the composition profile of the Supervisory Board and will adjust it if necessary. The Supervisory Board decided in 2017 that the Chairman of the Supervisory Board can conduct talks with investors on topics of relevance to the Supervisory Board in accordance with the recom- mendations of the DCGK and the “Principles for Dialogue between Investor and Supervisory Board”. No investor requested a meeting in 2020. Since the new election of the Supervisory Board on 12 June 2019, five of the total of nine members of the Supervisory Board have been independent. Report of the Super­visory Board Financial Report 2020 / Deutsche EuroShop 84
  • 87. FINANCIAL STATEMENTS OF DEUTSCHE ­EUROSHOP AG AND THE GROUP FOR THE PERIOD ENDING 31 DECEMBER 2020 At the Audit Committee meeting on 1 April 2021 and the regu- lar Supervisory Board meeting on 9 April 2021, the Audit Commit- tee and the Supervisory Board respectively examined in detail the annual financial statements of Deutsche EuroShop AG in accordance with German commercial law, and the consolidated financial state- ments in accordance with International Financial Reporting Stand- ards (IFRS), each as at 31 December 2020, as well as the combined management report and Group management report for financial year 2020. The impact of the coronavirus pandemic on the future perfor- mance of Deutsche EuroShop AG, as explained in the supplementary report in the combined management report, were also discussed with the Executive Board. The auditor explained to us all matters which he regarded as being of particular significance for his audit of the consolidated financial statements, doing so in a manner that was easy to follow. The Supervisory Board shares the auditor’s assess- ment of the importance of these matters for the consolidated finan- cial statements. You can find details of these matters in the audi- tor’s report. The documents relating to the financial statements, the auditor’s reports and the Executive Board’s proposal for the utilisation of the unappropriated surplus were presented to us in good time. The audi- tor appointed by the Annual General Meeting on 16 June 2020 – BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg – had already audited the financial statements and issued an unqualified audit opinion in each case. The auditor also confirmed that the accounting policies, measurement methods and methods of consolidation in the con- solidated financial statements complied with the relevant account- ing provisions. In addition, the auditor determined in the course of its assessment of the risk management system that the Execu- tive Board had undertaken all required measures pursuant to sec- tion 91 (2) AktG to promptly identify risks that could jeopardise the continued existence of the Company. The auditor’s representatives took part in the discussion of the annual financial statements and the consolidated financial state- ments on the occasions of the Audit Committee meeting on 1 April 2021 and the regular Supervisory Board meeting on 9 April 2021 and explained the main findings. The Supervisory Board has come to the conclusion that there are no objections to be raised against the annual financial statements or the audit conducted by the auditor. The combined management report meets statutory requirements in the opinion of the Super­ visory Board. The Supervisory Board agrees with the statements in the management report on the further growth of the Company. The Supervisory Board has issued its agreement with the result of the audit of the annual financial statements and approved the annual financial statements of Deutsche EuroShop AG and the consolidated financial statements of the Deutsche EuroShop Group; the annual financial statements are therefore approved. In addition, the Super- visory Board endorsed the Executive Board’s proposal for the appro- priation of profits only to pay a dividend amounting to 4% of share capital (equivalent to a total dividend of €2,471,343.76 or €0.04 per share) from the unappropriated surplus remaining after allocation to other retained earnings in accordance with section 254 (1) of the Ger- man Stock Corporation Act (AktG) and to carry forward the remain- ing amount of the unappropriated surplus of €41,311,535.80 to the new accounts. Notwithstanding the recent suspension of or limits on dividend payments due to the coronavirus, we intend to continue our dividend policy focused on continuity once this exceptional situ- ation has stabilised. The impact of the coronavirus poses a particular challenge in day- to-day work. At the beginning of the pandemic, the hygiene and dis- tancing regulations were new to all of us. However, we managed very quickly to develop and implement secure operating concepts for the shopping centers and company administration. Together with the Executive Board, we are making intensive efforts in this extraordi- nary and ongoing pandemic situation to find the best possible solu- tions for all stakeholders of Deutsche EuroShop AG to address the challenges within our sphere of influence so together we can over- come the difficulties posed by the crisis and put ourselves on the right track. The Supervisory Board would like to thank the Executive Board and all employees of Deutsche EuroShop AG for their reliability, hard work, dedication and commitment in light of these exceptional cir- cumstances for all of us. Hamburg, 9 April 2021 Reiner Strecker, Chairman Report of the Super­visory Board Deutsche EuroShop / Financial Report 2020 85
  • 88. CORPORATE GOVERNANCE 2020 AND DECLARATION ON ­CORPORATE GOVERNANCE Deutsche EuroShop is a transparent company that operates in accordance with a strategy geared towards long-term success. This focus on constancy is a key aspect of our corporate culture. Based on the legal and company-specific conditions governing manage- ment of a listed company, we strive to promote the trust of inves- tors, creditors, employees, business partners and the public in the management and supervision of our Company. This goal is consistent with the requirements of a demanding corporate governance sys- tem. In conformity with principle 22 of the Deutscher Corporate Gov- ernance Kodex (German Corporate Governance Code) as well as sec- tion 289f (1) of the Handelsgesetzbuch (HGB – German Commercial Code), this declaration contains a report by the Executive Board, also on behalf of the Supervisory Board, on corporate governance. OBJECTIVES AND STRATEGY The management focuses on investments in high-quality shopping centers in city centers and established locations offering the poten- tial for stable, long-term value growth. A key investment target is the generation of high surplus liquidity from leases in shopping centers, which is paid out to shareholders in the form of an annual dividend. To this end, the Company invests its capital in shopping centers in different European regions in accordance with the principle of risk diversification. Germany is the main focus of investment. Indexed and turnover-linked commercial rents form the basis to achieve the high earnings targets. The Company may invest up to 10% of equity in joint ventures in shopping center projects in the early stages of development. New investments must be financed from a balanced mix of sources, and borrowing may not account for more than 55% of financing across the Group over the long term. As a general rule, long-term interest rates are fixed when loans are taken out or renewed, with the goal of keeping the duration (average fixed interest period) at over five years. DIVERSIFIED SHOPPING CENTER PORTFOLIO Deutsche EuroShop AG holds a balanced, diversified portfolio of shopping centers in Germany and other parts of Europe. We focus our investment activities on prime (1a) locations in cities with a catchment area of at least 300,000 residents in order to guarantee a sustained high level of investment security. Corporate Governance Financial Report 2020 / Deutsche EuroShop 86
  • 89. SEIZING OPPORTUNITIES AND MAXIMISING VALUE In line with our fundamental buy and hold strategy, we consistently place greater importance on the quality and yield of our shopping centers than on our portfolio’s rate of growth. We continuously mon- itor the market and make portfolio adjustments through acquisitions and sales when economically attractive opportunities arise. Rapid decision-making chains as well as considerable flexibility regard- ing potential investments and financing structures allow Deutsche EuroShop to react to very wide-ranging competitive situations. At the same time, the Group’s management focuses on optimising the value of the existing portfolio of properties. TAILORED RENT STRUCTURE One key component of the rental model is a tailored rent struc- ture. While individual owners in city centers are often concerned with achieving the highest possible rents for their property (which results in a monostructured retail offering), we ensure an attractive sector mix and long-term optimisation of our rental income through combined costing. Rental partners pay sector-specific and turn­ over- linked rent that is regularly hedged through indexed minimum rents during the rental period. THE SHOPPING EXPERIENCE CONCEPT We have outsourced center management to an experienced exter- nal partner, Hamburg-based ECE Marketplaces GmbHCo. KG (for- merly ECE Projektmanagement GmbHCo. KG) (ECE). ECE has been designing, planning, building, letting and managing shopping centers since 1965. The Company is currently the European market leader, with around 200 shopping centers under management. We consider professional center management to be the key to the success of a shopping center. In addition to guaranteeing standard opening hours and a consistently friendly, bright, safe and clean shopping environ- ment, the center management can make use of unusual displays, promotions and exhibitions to turn shopping into an experience. As a long-term average, between 500,000 and 600,000 people visit our 21 centers on average every day and are captivated by not only the variety of sectors represented but also by our wide range of thematic exhibitions, casting shows, fashion shows and attractions for chil- dren. As a result, the shopping centers become lively marketplaces where there is always something new and spectacular on offer. In addition, we are constantly adding new products and services that are being developed as part of the ongoing integration of bricks-and- mortar retailing and online shopping sites, for example Digital Mall, and that further enhance the shopping experience and level of ser- vice for our customers. Some of these include ClickCollect and shop delivery services. WORKING METHODS OF THE EXECUTIVE AND SUPERVISORY BOARDS The strategic orientation of the Company is coordinated between the Executive Board and the Supervisory Board, and the progress of strategy implementation is discussed at regular intervals. The Executive Board is required to inform the Supervisory Board regu- larly, promptly and in detail of business developments. The Executive and Supervisory Boards examine the Company’s net assets, finan- cial position and results of operations, as well as its risk manage- ment, regularly and in detail. In this context, the formal conditions for implementing an efficient system of managing and monitoring the Company are checked, as is whether the means of super­ vision are effective. The significant factors affecting the business are determined by the Executive Board, which notifies the Supervisory Board. The committees advise on the development of the portfolio properties, their turnover trends, accounts receivable, occupancy rates, construction measures and liquidity, as well as investment cost trends for our new development projects. The sales trends and payment patterns of tenants are observed in detail so that con- sequences can be drawn from these at an early stage wherever required. New investment opportunities are examined by the Executive Board and, if necessary, presented to the Supervisory Board at regular Supervisory Board meetings. Investment decisions are made by the Executive Board and then submitted to the Supervisory Board for approval within the framework of a decision paper. Moreover, the Executive and Supervisory Boards discuss develop- ments on the capital and credit markets as well as the effects of these not only on the Company’s strategy but also in terms of raising equity and obtaining borrowed capital. The Supervisory Board and its committees also discuss other topical issues with the Executive Board as required. Transactions requiring the approval of the Supervisory Board are discussed and resolved upon at the scheduled meetings. Online retailing, its impact on foot- fall and sales in centers and the countermeasures taken to combine the strategic advantages of our shopping centers with the opportu- nities afforded by e-commerce are becoming increasingly important in reporting to the Executive Board. In financial year 2020, discus- sions and decisions were focused on the short-term and expected medium-term impacts of the COVID-19 pandemic. In addition, legal changes within our Company are discussed between the Execu­ tive Board and the Supervisory Board at an early stage and any changes that are potentially required to meet legal requirements are prepared. For transactions requiring approval, conference calls are also con- ducted with the Supervisory Board or its committees and circular resolutions are passed in writing. Corporate Governance Deutsche EuroShop / Financial Report 2020 87
  • 90. CORPORATE GOVERNANCE 2020 The Government Commission for the German Corporate Governance Code adopted a fundamentally amended German Corporate Govern- ance Code on 16 December 2019, which came into force on 20 March 2020. THE EXECUTIVE BOARD AND THE ­SUPERVISORY BOARD The Supervisory and Executive Boards performed their statutory duties in financial year 2020 in accordance with the applicable laws and the Articles of Association. The strategic orientation of the Com- pany was coordinated between the Executive Board and the Super- visory Board, and the progress of strategy implementation was dis- cussed at regular intervals. The Supervisory Board was informed regularly, promptly and in detail of business developments and the risk situation by the Executive Board. Detailed information on the main areas of focus of its activities in financial year 2020 can be found in its report in the Annual Report 2020 of Deutsche Euro- Shop AG. In financial year 2020, there were no advisory or other contracts for work or services in existence between members of the Supervisory Board and the Company. COMPOSITION AND DIVERSITY Supervisory Board In 2015, the Supervisory Board added a diversity concept to the goals specified in 2012 for its composition, both of which were confirmed in 2017 and last updated in 2019. The Supervisory Board gears itself towards the needs of a listed company with a small staff base which makes long-term investments with high capital requirements. In view of this, the intention is for the Supervisory Board to be primarily composed of independent members of both genders who have spe- cial knowledge and experience of the retail trade, the letting of retail space, the management of shopping centers, the equity and debt financing of listed real estate companies, of accounting principles and internal control processes in accordance with German and/or international regulations, and of corporate governance, law and busi- ness management. It is intended that the proportion of women on the Supervisory Board is at least 30%. The upper age limit for members of the Supervisory Board is 70. The Supervisory Board also takes the view that professional qualifications and skills should be the key criteria for its members. For that reason, no rule has been adopted as to the length of time for which members may serve on the board. Since 2015 the Company has disclosed the skills provided by the indi- vidual members of the Supervisory Board in the nomination process for the elections to the Supervisory Board. The current competence matrix is as follows: Reiner Strecker Karin Dohm Dr Anja Disput Henning Eggers Dr Henning Kreke Alexander Otto Claudia Plath Klaus Striebich Roland Werner Retail sector x x x x x Real estate x x x x Business management x x x x x x x Accounting x x x x x x Funding x x x Capital market x x x x x x Law x x Corporate governance x x x x x x x Corporate Governance Financial Report 2020 / Deutsche EuroShop 88
  • 91. The German Corporate Governance Code states that a member of the Supervisory Board “is not deemed independent if they have a personal or business relationship with the Company, its govern- ing ­ bodies, a controlling shareholder or an associate thereof that could give rise to a material conflict of interest which is more than temporary.” In 2015, the Supervisory Board of Deutsche Euroshop AG stipulated that the materiality criterion does not apply to ten- ants accounting for less than 1% of Group rental income. This is the case for Roland Werner, Chair of the Management Board of Bijou ­ Brigitte Modische Accessoires AG, a tenant operating a total of some 1,000 shops. 21 of these are in shopping centers of Deutsche Euro- shop AG. Roland Werner’s mandate period ended at the virtual Annual General  Meeting on 16 June 2020. The Annual General Meeting re-elected Roland Werner as a member of the Supervisory Board at the proposal of the Board of Directors. Based on its own assessment, the Supervisory Board continues to have an adequate number of independent members. Five of the nine Supervisory Board members are independent. These are Reiner Strecker, Karin Dohm, Dr. Anja Disput, Roland Werner and Klaus Striebich. The length of service on the Supervisory Board ranges from 1.5 to 18.5 years, the average being almost 7 years (as of 31 December 2020). Last name Function Since Until the AGM, which will decide on … AGM in Membership (years) on the Supervisory Board as of December 2020 Reiner Strecker Chairman 13.07.2012 2021 2022 8.5 Karin Dohm Deputy Chairwoman and Financial Expert 13.07.2012 2021 2022 8.5 Klaus Striebich 13.07.2012 2021 2022 8.5 Alexander Otto 18.06.2002 2022 2023 18.5 Dr Henning Kreke 20.06.2013 2022 2023 7.5 Henning Eggers 12.06.2019 2023 2024 1.5 Dr Anja Disput 12.06.2019 2023 2024 1.5 Claudia Plath 12.06.2019 2023 2024 1.5 Roland Werner 18.06.2015 2024 2025 5.5 Durchschnitt: 6.8 The Supervisory Board assesses its effectiveness and that of its committees (self-assessment) every two years on the basis of a questionnaire. The members of the Supervisory Board have the opportunity to express criticism, make suggestions and propose improvements. The efficiency review has potential implications, which are discussed on the Supervisory Board and, where neces- sary, implemented in the Supervisory Board’s work. The last self-­ assessment took place in January 2021. No deductible is provided for the DO insurance policy of the Super- visory Board. In the Executive Board and Supervisory Board’s view, a deductible has no effect on the sense of responsibility and loy- alty with which the members of these bodies perform the duties and functions assigned to them. The Supervisory Board supervises and advises the Executive Board in its management activities in accordance with the provisions of German company law and its rules of procedure. It appoints mem- bers of the Executive Board, and significant business transacted by the Executive Board is subject to its approval. The Supervisory Board is composed of nine members, who are elected by the Annual ­General Meeting. The Supervisory Board has established the notification and reporting duties to be met by the Executive Board. In addition to a three-mem- ber Supervisory Board Executive Committee (which also func- tions as a nomination committee), an Audit Committee and a Capital Market Committee were established (each also consisting of three members). Corporate Governance Deutsche EuroShop / Financial Report 2020 89
  • 92. The members of the Supervisory Board are: • Reiner Strecker, Chairman • Karin Dohm, Deputy Chairwoman • Dr Anja Disput • Henning Eggers • Dr Henning Kreke • Alexander Otto • Claudia Plath • Klaus Striebich • Roland Werner Mr Strecker, Ms Dohm and Mr Eggers are members of the Super- visory Board Executive Committee. The Executive Committee is chaired by the Chairman of the Supervisory Board. The Committee discusses urgent business matters and passes relevant resolutions. Moreover, it is responsible for human resources issues concern- ing the Executive Board and for reviewing the Company’s corporate governance principles. The Executive Committee of the Supervisory Board also fulfils the role of a nomination committee. The Audit Committee consists of Ms Dohm as Financial Expert and Chairwoman as well as Mr Strecker and Mr Eggers. It is responsible for issues relating to financial reporting, auditing and the preparation of the annual and consolidated financial statements. It supervises the audit and assesses the quality of the auditor’s work as well as the effectiveness of the internal control and risk management systems. Former members of the Company’s Executive Board and the Chair- man of the Supervisory Board generally do not chair the Audit Com- mittee, to avoid conflicts of interest. Mr Eggers, Dr Kreke and Mr Strecker are members of the Capital Market Committee. The Capital Market Committee is chaired by Mr Eggers. The position of Deputy Chairman is held by Mr Strecker. The Supervisory Board’s powers relating to the utilisation of approved capital and conditional capital were transferred to the committee for decision-making and processing. In addition, decisions on the approval of the Supervisory Board for loan agreements are also dele­ gated to this committee in individual cases if these meet the cri- teria of a transaction requiring approval. Executive Board The Executive Board of Deutsche EuroShop AG manages the Com- pany in accordance with the provisions of German company law and with its rules of procedure. The Executive Board’s duties, responsi- bilities and business procedures are laid down in its rules of proce- dure and in its schedule of responsibilities. The chief management duties of the Executive Board are the management of the Group and the determination of its strategic orientation and planning, and the establishment, implementation and monitoring of risk management. The diversity concept of the Supervisory Board for the ­ Executive Board which originated in 2015 was given concrete shape and expanded in April 2017. It proposes that the Executive Board should consist of members of both sexes with a proportion of women of at least 30%. The composition of the Executive Board should be geared towards the needs of a listed company with a small staff base. This should take into account the requirements of accounting with high capital investment as well as the largely national activities in long- term investment in retail properties. The members of the Execu- tive Board are expected to have knowledge and experience in the application of accounting principles and internal control procedures according to German and/or international accounting standards, in the retail trade as well as in the management of shopping centers, in equity and debt financing, capital market, corporate governance, corporate and personnel management, corporate acquisitions and mergers, and in the purchase and sale of real estate. The focal points of knowledge and experience should complement each other. The upper age limit for members of the Executive Board is 60. As of 31 December 2020, the Executive Board of Deutsche Euro- Shop AG comprised two members. Wilhelm Wellner Born 8 March 1967 First appointed: 2015 Appointed until: 30 June 2025 Wilhelm Wellner joined Deutsche EuroShop in 2015, initially as a member of the Executive Board, and assumed his present position as CEO on 1 July 2015. He is also a managing director and director at various companies in the Deutsche EuroShop Group. Olaf Borkers Born on 10 December 1964 First appointed: 2005 Appointed until: 30 September 2022 Olaf Borkers joined Deutsche EuroShop AG in 2005 as a member of the Executive Board. He is also a Managing Director and Director at various companies in the Deutsche EuroShop Group, and is respon- sible for ESG issues (environmental, social and governance) on the Executive Board. Together with the Executive Board, the Supervisory Board ensures long-term succession planning. The Supervisory Board devotes particular attention to the deferred end of the terms of office of the two Executive Board members in combination with their respective experience and areas of expertise. Discussions and negotiations for potentially extending terms of office begin at least one year before the end of the current term of office, so that internal and external successors can be appointed. Corporate Governance Financial Report 2020 / Deutsche EuroShop 90
  • 93. Quota of women The Supervisory Board and the Executive Board took into consider- ation the Act on the Equal Participation of Women and Men in Execu- tive Positions in the Private and Public Sector that entered into force in 2015, and defined corresponding quotas. A quota of women of at least 30% was set for the Supervisory Board and the Executive Board. The Executive Board also set the same target for the man- agement levels below the Executive Board. Given that there are five employees in total, there is only one management level. Since the quota was established in 2015, the target for the nine-member Supervisory Board has been met with three female members. The quota of women on the two-member Executive Board as of 31 December 2020 was 0%. In March 2021, Mr Wellner’s term in office on the Executive Board, which ends on 31 December 2021, was extended until 30 June 2025 in view of his performance and qualifications. Continuity and experi- ence gained with the business model are also important to the Com- pany’s success, in particular during difficult periods. The expansion of the Executive Board to three members is neither appropriate nor reasonable due to the low number of employees and to the specifics of a holding company. The quota of women in the first management level below the Exec- utive Board, which consists of two people, also stood at 0% on 31 December 2020. SHAREHOLDINGS Executive Board As of 31 December 2020, the Executive Board held a total of 8,500 shares, less than 1% of Deutsche EuroShop AG’s share capital. Supervisory Board As of 31 December 2020, the Supervisory Board held a total of 12,421,462 shares, and hence more than 1% of Deutsche EuroShop’s share capital. In addition to the general statutory provisions requiring public disclo- sure, the rules of procedure of the Executive Board and of the Super- visory Board govern the reporting duties of Executive and Super- visory Board members in the event of dealings involving shares in the Company or related rights of purchase or sale, as well as rights directly dependent on the Company’s share price. Directors’ dealings The following securities transactions by members of the Executive Board and of the Supervisory Board or by certain persons related to members of the executive bodies were notified to Deutsche Euro- Shop AG during financial year 2020 in accordance with section 15a of the Wertpapierhandelsgesetz (WpHG – German Securities Trad- ing Act): Name/Firma Name of financial instrument Type of transaction Date Price (€) Number Total volume (€) Place Klaus Striebich Share* Purchase 25.09.2020 9.537 3,000 28,611.00 Tradegate Claudia Plath Share* Purchase 28.09.2020 10.04 1,000 10,040.00 Xetra Kommanditgesellschaft CURA ­Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 10.00 2,031 20,310.00 CBOE EUROPE – BXE DARK ORDER BOOK Kommanditgesellschaft CURA ­Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 9.9681 11,325 112,889.22 CBOE EUROPE – BXE PERIODIC Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H. Co. Share* Purchase 28.09.2020 10.00 9,703 97,030.00 Posit Dark Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H. Co. Share* Purchase 28.09.2020 9.9973 3,388 33,871.00 UBS MTF Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 10.00 50,000 500,000.00 CBOE Europe – LIS Service Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 10.00 1,474 14,740.00 Xetra Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 9.9325 50,000 496,625.00 Liquidnet Systems Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 9.9906 6,416 64,099.70 CXE DARK * ISIN: DE0007480204 Corporate Governance Deutsche EuroShop / Financial Report 2020 91
  • 94. Name/Firma Name of financial instrument Type of transaction Date Price (€) Number Total volume (€) Place Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 28.09.2020 9.9427 37,266 370,524.67 Turquoise Plato Claudia Plath Share* Purchase 29.09.2020 10.01 3,000 30,030.00 Xetra Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 30.09.2020 10.4923573 55,000 577,079.65 Outside a trading venue Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 01.10.2020 10.786717 108,047 1,165,472.39 Outside a trading venue Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H.  Co. Share* Purchase 02.10.2020 10.850239 6,561 71,188.42 Outside a trading venue Claudia Plath Share* Sell 23.10.2020 12.07 2,000 24,140.00 Xetra * ISIN: DE0007480204 RELATIONSHIPS WITH SHAREHOLDERS Shareholders exercise their rights in matters concerning the Com- pany at the Annual General Meeting. The Annual General Meet- ing elects the members of the Supervisory Board and passes res- olutions approving the actions of the Executive and Supervisory Boards. It decides on the utilisation of the unappropriated surplus and amendments to the Company’s Articles of Association. The Annual General Meeting, at which the Executive and Supervisory Boards give an account of the past financial year, takes place once a year. When resolutions are adopted at the Annual General Meeting, each share confers entitlement to one vote in line with the principle of “one share, one vote”. All shareholders are entitled to attend the Annual General Meeting and to speak and submit questions about items on the agenda. The COVID-19 Mitigation Act allowed com­ panies to hold a virtual Annual General Meeting in financial year 2020 to avoid the risk of infections. In this context, the rights of share­ holders were partially restricted. Our Company also held a virtual Annual General Meeting in June 2020. In doing so, the management endeav- oured to ensure maximum transparency: In the run-up to the Annual General Meeting, the speech of the Executive Board was published on the Internet three days before the end of the period for submit- ting questions, and at the Annual General Meeting all questions were answered in detail by the management. Deutsche EuroShop reports to its shareholders and to the public on the Company’s business performance, financial position and results of operations four times a year in line with a financial calendar. Press releases also inform the public and the media of Company activities. Information that may materially influence the Company’s share price is published in the form of ad hoc disclosures in accordance with the statutory requirements. The Executive Board gives regular presentations to analysts at ­ physical and virtual conferences and at investor events as part of the Company’s investor relations activities. Analyst conferences on the release of the annual and quarterly financial statements are streamed on the Internet, where they are available to anyone inter- ested in the Company. In addition, Deutsche EuroShop AG provides financial information and other information about the Deutsche ­ EuroShop Group on its website. COMPLIANCE MANAGEMENT The Executive Board has set up a compliance management system suitable for a holding company and gives appropriate consideration to legal and corporate governance requirements at a key affiliated service provider. In financial year 2019, the compliance management system and the internal control system (ICS) were adapted in par- ticular to the requirements of ARUG II (Act on the Implementation of the Shareholders’ Rights Directive), which came into force on 1 Jan- uary 2020. The Company set up a whistleblower system for the col- lection of anonymous internal and external information in the first quarter of 2018. ACCOUNTING AND AUDITS The Deutsche EuroShop Group prepares its financial statements according to International Financial Reporting Standards (IFRS) on the basis of section 315a of the Handelsgesetzbuch (HGB – German Commercial Code). The annual financial statements of Deutsche EuroShop AG will continue to be prepared in line with the accounting provisions of the HGB. The Executive Board is responsible for prepa- ration of the financial statements. The Chairwoman of the Audit Com- mittee commissions the auditor of the annual financial statements, as elected by the Annual General Meeting. The stricter requirements for auditor independence are met in this process. Corporate Governance Financial Report 2020 / Deutsche EuroShop 92
  • 95. At the Annual General Meeting on 16 June 2020, BDO AG Wirtschaft- sprüfungsgesellschaft was elected as the statutory auditor for the consolidated financial statements for financial year 2020. BDO AG Wirtschaftsprüfungsgesellschaft audited the annual and consoli- dated financial statements of Deutsche EuroShop AG from 2005 to 2020 without interruption. The responsible auditors within the audit company changed several times during the above-mentioned period. The current auditor, Christoph Hyckel, audited the annual financial statements of our Company for the seventh time in this function in 2020. For the auditor and co-signatory Olaf Oleski, this is the first audit of our Company’s annual financial statements. BDO also pro- vided other consultancy services for our Company in financial year 2020 in the amount of €4 thousand. OUTLOOK The composition of the Supervisory Board changed significantly with the election of three new members in June 2019. Its adequate com- position is assured, and it is also ensured that the specifications of the German Corporate Governance Code will be complied with in a balanced manner. DECLARATION OF CONFORMITY In February 2021, the Executive and Supervisory Boards of the Com- pany jointly submitted their updated declaration of conformity with the recommendations of the Government Commission on the Ger- man Corporate Governance Code for financial year 2021 in accord- ance with section 161 of the Aktiengesetz (AktG – German Public Companies Act). The declaration was made permanently available to the public on the Company’s website at www.deutsche-euroshop.de. Joint declaration by the Executive and Supervisory Boards of Deutsche EuroShop AG relating to the recommendations of the Government Commission on the German Corporate Governance Code in accordance with section 161 AktG The Executive Board and the Supervisory Board of Deutsche Euro- Shop AG declare that the Company has complied with, and will con- tinue to comply with, the recommendations of the Government Com- mission on the German Corporate Governance Code (as published by the German Federal Ministry of Justice in the official section of the electronic German Federal Gazette (Bundesanzeiger) on 4 July 2003, and as amended on 16 December 2019), subject to a limited number of exceptions as indicated below. The consolidated financial statements are published within 120 days of the end of the financial year (Code section F.2). It is important to the Company to publish audited financial state- ments that have been approved by the Supervisory Board. An earlier publication date is not feasible due to the schedules for the prepa- ration, auditing and adoption of the financial statements. Unaudited data of relevance to the capital market is published in advance. The required adjustment to the remuneration system of the ­ Executive Board on the basis of ARUG II has not yet been completed (Code sections G.1 to G.5). The recommendations contained in sections G.1 to G.5 of the Ger- man Corporate Governance Code relate to a remuneration system of the Executive Board as defined by the Act Implementing the Sec- ond Shareholder Rights Directive (ARUG II). The current remunera- tion system of the Company’s Executive Board does not meet these recommendations in full. The Supervisory Board intends to present a remuneration system for the Executive Board to the Annual General Meeting on 18 June 2021, thus within the implementation deadline specified by ARUG II. Hamburg, 16 February 2021 The Executive Board and the Supervisory Board Deutsche EuroShop AG Corporate Governance Deutsche EuroShop / Financial Report 2020 93
  • 96.  LEGAL Published by Deutsche EuroShop AG, Heegbarg 36, 22391 Hamburg Phone.: +49 (0)40 - 41 35 79 0, Fax: +49 (0)40 - 41 35 79 29 www.deutsche-euroshop.com, [email protected] Art Direction  Design Silvester Group, Hamburg DISCLAIMER Information on wording: Wherever any terms indicating the male gender only (he, him, etc.) have, in the interests of simplicity, been used in this Annual Report, such references should be construed as referring equally to the female gender. Trademarks: All trademarks and brand or product names mentioned in this Annual Report are the property of their respective owners. This applies in particular to DAX, MDAX, SDAX and Xetra, which are registered trademarks and the property of Deutsche Börse AG. Rounding and rates of change: Percentages and figures stated in this report may be sub- ject to rounding differences. The prefixes before rates of change are based on economic considerations: improvements are indicated by a plus (+); deteriorations by a minus (–). Forward-looking state- ments: This Annual Report contains forward- looking statements based on estimates of future developments by the Executive Board. The statements and forecasts represent estimates based on all of the information available at the current time. If the assumptions on which these statements and forecasts are based do not materialise, the actual results may differ from those currently being forecast. Publications for our shareholder: Annual Report (in English and German), Quarterly Statement 3M 2020, Quarterly Statement 9M 2020 and Interim Report H1 2020 (in English and German). Online Annual Report: The Deutsche EuroShop Annual Report can be downloaded in PDF format or accessed as an interactive online report at deutsche-­ euroshop.com. This Annual Report is also available in German. In the event of conflicts the German-language version shall prevail. Convenience Translation – the German version is the only binding version  Legal / Disclaimer Financial Report 2020 / Deutsche EuroShop 94  Legal
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