Icade Sa · EURONEXT:ICAD
Icade Sa — Shareholder Meeting (April 2024)
101 slides from Icade Sa's shareholder meeting presentation, Apr 19, 2024
Slide 1: Combined General Meeting
Icade April 19th, 2024 Combined General Meeting PARIS ORLY-RUNGIS BUSINESS PARK (Val-de-Marne)
Slide 2: Disclaimer
DISCLAIMER This document (the “Presentation”) may contain information, opinions and certain forward looking statements that reflect Icade’s management’s current views and expectations with respect to future events and financial and operational performance of the Group. Because these forward looking
Slide 3: Agenda
1. 2023 Full-year results AGENDA 2. Strategic plan ReShapE 3. Say on Climate & Say on Biodiversity 4. Statutory auditors’ reports 5. Governance and remuneration of corporate officers 6. Proposed dividend 7. Q&A 8. Agenda of the Combined General Meeting 9. Resolutions submitted for approval 10. Close
Slide 4: 2023 Full-Year Results
1. 2023 FULL-YEAR RESULTS PARC PARIS ORLY-RUNGIS (Val-de-Marne) 2024 Combined General Meeting ⚫ 4
Slide 5: 2023 key takeaways
1. 2023 FULL-YEAR RESULTS 2023 key takeaways Healthcare disposal: completion of the 1st step Commercial investment: Record leasing activity and strong adjustments in asset values Property development: Operational resilience and review of land portfolio in a slowing development market Strengthening o
Slide 6: Disposal of Healthcare Division – Stage 1 achieved
1. 2023 FULL-YEAR RESULTS Disposal of Healthcare Division – Stage 1 achieved Date Process Accounting impact Cash-in July 5, 2023 • Agreement to sell 100% • Healthcare activities €1.45bn of Healthcare Division deconsolidated from (Icade Santé(1) and IHE) Icade’s financial • Completion of 1st step i.e
Slide 7: Stages 2 and 3 planned by 2026
1. 2023 FULL-YEAR RESULTS Stages 2 and 3 planned by 2026 Indicative timeline Process Conditions Cash-in • Sale of Icade’s 22.52% • Commitment from €0.8bn (2) 2024 – 2025 remaining stake in Praemia Primonial REIM Healthcare to allocate funds raised by the CapSanté fund to the • Purchase of shares by
Slide 8: FY 2023 in a nutshell
1. 2023 FULL-YEAR RESULTS FY 2023 in a nutshell NCCF Commercial investment Property development NCCF/share 2023 NCCF/share proforma GRI GRI LfL Economic revenue Margin P&L €4.62 €3.07 €364m +2.2% €1,294m 3.8% Above guidance(1) Portfolio EPRA NAV Debt management Dividend 2023 LTV ICR GAV(2) Asset val
Slide 9: Operating performance: resilience confirmed
1.1 OPERATING PERFORMANCE: RESILIENCE CONFIRMED ÉCOLE DES ARTS CULINAIRES LENÔTRE (Parc Paris Orly-Rungis, Val-de-Marne) 2024 Combined General Meeting ⚫ 9
Slide 10: Record leasing activity in 2023 in all segments
1.1. OPERATING PERFORMANCE: RESILIENCE CONFIRMED – COMMERCIAL INVESTMENT Record leasing activity in 2023 in all segments... c.243,000 sq.m €63m 5.6 years 87.9% Signed or renewed leases WALB related to leases signed or Financial occupancy rate (c.+20% vs. 2022) Of secured annual rental income (+0.2 p
Slide 11: Opportunistic approach on asset rotation
1.1. OPERATING PERFORMANCE: RESILIENCE CONFIRMED – COMMERCIAL INVESTMENT Opportunistic approach on asset rotation Selective acquisition €49m Opportunistic disposals €146m PONANT B, Paris, 15th district 5,400 sq.m In line with NAV as of December 2022 Average yield on offices sold 4.2% Full ownership
Slide 12: Resilient operating indicators driven by the increase in bulk sales
1.1. OPERATING PERFORMANCE: RESILIENCE CONFIRMED – PROPERTY DEVELOPMENT Resilient operating indicators driven by the increase in bulk sales Strong upward momentum on bulk sales, supported by operators, social landlords and intermediate housing providers Residential bulk sales +18% in value >67% 3,57
Slide 13: Deep review of operations for greater selectivity
1.1. OPERATING PERFORMANCE: RESILIENCE CONFIRMED – PROPERTY DEVELOPMENT Deep review of operations for greater selectivity 1 2 Further securing operations Deep review of land portfolio • Increase in minimum order rate • Renegotiation of land prices: c.-10% c.75%(1) of pre commercialization • Renegoti
Slide 14: Financial results
1.2 FINANCIAL RESULTS CITY PARK (Levallois-Perret, Hauts-de-Seine) 2024 Combined General Meeting ⚫ 14
Slide 15: Significant cap rate increase taken into account by valuers in 2023
1.2. FINANCIAL RESULTS: SOLID IN AN ADVERSE CONTEXT – VALUE OF THE COMMERCIAL PORTFOLIO & NAV Significant cap rate increase taken into account by valeurs in 2023 2023 change in fair value – Commercial Investment Division (Group share / excluding duties / in €m) -16.3% On a reported basis 7,726 - 127
Slide 16: EPRA NTA, deeply impacted downward by variations in assets value
1.2. FINANCIAL RESULTS: SOLID IN AN ADVERSE CONTEXT – VALUE OF THE COMMERCIAL PORTFOLIO & NAV EPRA NTA, deeply impacted downward by variations in assets value €6,813m €5,098m NTA -25.2% (per share) 3.07 (in € per share) 89.8 (0.8) 71.5 (4.3) 67.2 (20.7) EPRA NTA Group NCCF Changes Other factors EPRA
Slide 17: LTV as of December 31, 2023: 33.5%
1.2. FINANCIAL RESULTS: SOLID IN AN ADVERSE CONTEXT – LIABILITIES LTV as of December 31, 2023: 33.5% A significant reduction in net debt Improved LTV & Net debt-to-EBITDA ratio 10.9x 12,0 10.1x 10,0 €3.0bn 40.1% 39.3% 7.0x(2) 8,0 Net debt as of December 2023 33.5%(1) 6,0 (vs. €6.6bn as of December 2
Slide 18: High liquidity position to cope with a challenging financial environment
1.2. FINANCIAL RESULTS: SOLID IN AN ADVERSE CONTEXT – LIABILITIES High liquidity position to cope with a still challenging financial environment Icade debt schedule (12/31/2023, in €bn)(2) Liquidity (12/31/2023) Covering principal until 2028 €1.4bn Cash and cash equivalents €1.5bn Unused committed r
Slide 19: 2024 outlook
1.2. 2023 FULL-YEAR RESULTS 2024 outlook NCCF from Strategic Activities(1) per share 2024 Group NCCF per share €[2.75 – 2.90] Excluding Discontinued Activities + estimated NCCF from Discontinued Activities(2) c.€[0.80] per share (1) Strategic Activities correspond to the Commercial Investment and Pr
Slide 20: Strategic plan ReShapE
2. STRATEGIC PLAN RESHAPE ORIGINE (Nanterre, Hauts-de-Seine) 2024 Combined General Meeting ⚫ 20
Slide 21: Who we are
2. STRATEGIC PLAN RESHAPE Who we are 1 70-year legacy of developing assets & neighborhoods through the cycles Both a responsible developer and investor under one single roof with more than 20 2 years of commitment to ESG best practices Resilient existing portfolio with 85% of offices fit for future
Slide 22: Acting as a responsible and integrated player throughout the value chain
2. STRATEGIC PLAN RESHAPE Acting as a responsible and integrated player throughout the value chain • Unique access to lands & local communities • Recognized expertise to develop large and complex mixed-use projects • Strong track record in multi-asset classes (e.g. housing, offices, light industrial
Slide 23: Resilient and already diversified base of assets fit for future
2. STRATEGIC PLAN RESHAPE Resilient and already diversified base of assets fit for future As of December 31, 2023 Offices 82% €5.3bn €5.3bn of offices, of which 86% are already well-positioned and fit for future Total Portfolio(1) €6.5bn(2) Portfolio already diversified (€6.8bn on 100% basis) Light
Slide 24: One of France's leading property developers
2. STRATEGIC PLAN RESHAPE One of France’s leading property developers, experienced in mixed-use projects As of December 31, 2023 Residential 78% €1.0bn 6th property developer in France(2) with more than 5,000 units per year Revenues Diversified expertise in residential €1.3bn and commercial segments
Slide 25: ReShapE: Our 2024-2028 plan
2. STRATEGIC PLAN RESHAPE ReShapE: Our 2024-2028 plan Adapt office portfolio to new demands Accelerate diversification • Assets and tailor-made offering suited to • Light industrial clients’ needs • Student housing • Pipeline focused on selective projects • Data Centers • Reconversion/sale of specif
Slide 26: Adapt office portfolio to new demands
2.1 ADAPT OFFICE PORTFOLIO TO NEW DEMANDS LENÔTRE CULINARY SCHOOL (Paris Orly-Rungis Business Park, Val-de-Marne) 2024 Combined General Meeting ⚫ 26
Slide 27: 86% of our offices are well-positioned to changing uses
2.1 ADAPT OFFICE PORTFOLIO TO NEW DEMANDS 86% of our offices are well-positioned to changing uses and expectations Valuation as of December 31, 2023 (in €bn, Group share) ORIGINE High quality and resilient assets Nanterre Préfecture (Hauts-de-Seine) fitted to new demands Well- • Good business centra
Slide 28: Solid operational KPIs for well-positioned offices
2.1 ADAPT OFFICE PORTFOLIO TO NEW DEMANDS Solid operational KPIs for well-positioned offices, limited downside on future renewals €244m IFRS annualized rents(1) from well-positioned assets… As of December 31, 2023 Well-positioned for well-positioned offices Offices Office 82% To-be-repositioned Port
Slide 29: A limited portfolio of assets to-be-repositioned in the mid-term
2.1 ADAPT OFFICE PORTFOLIO TO NEW DEMANDS A limited portfolio of assets to-be-repositioned in the mid-term In % of GAV of Assets To-be-repositioned To-be-repositioned 18% Lease or SPA signed 1% €53m / building permit obtained Ongoing 51% IFRS 16% annualized portfolio Lease or Studies to be launched
Slide 30: Accelerate diversification
2.2 ACCELERATE DIVERSIFICATION PARIS ORLY-RUNGIS BUSINESS PARK (Val-de-Marne) 2024 Combined General Meeting ⚫ 30
Slide 31: Further diversification through three priority growth segments
2.2 ACCELERATE DIVERSIFICATION Further diversification through three priority growth segments A B C Light industrial Student housing Data Centers • Fast-growing market (average annual rental • Structurally undersupplied market with • Strong absorption capacity (63 MW new supply growth of +7% in the
Slide 32: Develop and invest in 2050 city
2.3 DEVELOP AND INVEST IN 2050 CITY ESTEREL NORD (Paris Orly-Rungis Business Park, Val-de-Marne) 2024 Combined General Meeting ⚫ 32
Slide 33: Mixed-Use Sustainable
2.3 DEVELOP AND INVEST IN 2050 CITY Our conviction Mixed-Use Sustainable 2024 Combined General Meeting ⚫ 33
Slide 34: Rungis Area – An industrial and commercial district
2.3 MIXED-USE CITY Rungis Area – An industrial and commercial district adjacent to the residential neighborhood Rungis International Market Residential area Data Center Light industrial Hotel(1) Residential(2) Office(1) (1) Projects already started included in the development pipeline – Helsinki/Ien
Slide 35: Esterel Nord - A residential/industrial project
2.3 MIXED-USE CITY Esterel Nord - A residential/industrial project lead as both a developer and an investor From 4 single-use buildings of 20,947 sq.m to a mixed-use district of 38,400 sq.m No demolition Increase of green spaces from 9,700 sq.m (23%) to 13,500 sq.m (31%)(1) 11,000 sq.m light industr
Slide 36: Maintain solid financial policy
2.4 MAINTAIN SOLID FINANCIAL POLICY ORSUD (Gentilly, Val-de-Marne) 2024 Combined General Meeting ⚫ 36
Slide 37: Maintaining a solid balance sheet
2.4 MAINTAIN SOLID FINANCIAL POLICY Maintaining a solid balance sheet… • LTV ratio including duties [30-35]% Debt ratios • Robust ICR level > c.4x • Low Net debt / EBITDA < c.9x • Large amount of undrawn credit lines Liquidity • Proactive management of debt maturities • Diversified funding structure
Slide 38: Balancing investment and debt repayment
2.4 MAINTAIN SOLID FINANCIAL POLICY … by well balancing investment and debt repayment Proceeds(1) Uses(1) €4.2bn €4.2bn Healthcare disposal Capital redeployment H2 2023 c.€1.6bn c.€1.8bn Healthcare disposal Debt repayment 2024-2026 c.€1.3bn(2) c.€1.7bn Other disposals Dividends 2024-2028 on Healthca
Slide 39: €1.8bn redeployment plan over 2024-2028
2.4 MAINTAIN SOLID FINANCIAL POLICY €1.8bn redeployment plan over 2024-2028 to generate €120m of additional revenues in €bn c.€1.8bn Development capex 0.4 c. €0.9bn Target yield 0.5 Target yield [4-7%] [>6%] 0.2 , Target yield 0.4 [5%] 0.3 Started pipeline Diversification Reconversion Potential acqu
Slide 40: Say on Climate & Say on Biodiversity
SAY ON CLIMATE & 3. SAY ON BIODIVERSITY ESTÉREL NORD (Paris Orly-Rungis Business Park, Val-de-Marne) 2024 Combined General Meeting ⚫ 40
Slide 41: A low carbon strategy aligned with a 1.5°C pathway
3. SAY ON CLIMATE – LOW CARBON STRATEGY A low carbon strategy aligned with a 1.5°C pathway Ambitious goals over the medium term Results at the end of 2023 in line with objectives and a sharp drop in GHG emissions in 2023 Target reductions in -90% GHG emissions between Results 2019-2023 2019 and 2030
Slide 42: Commercial investment – Committed with our tenants
3. SAY ON CLIMATE – LOW CARBON STRATEGY COMMERCIAL INVESTMENT Commercial investment – Committed with our tenants Commercial investment division’s carbon intensity and objective Environmental investments (capex) In kg CO2 eq / sq.m 2 €66m €145m Capex invested over 2019-2023 Capex planned for 2024-203
Slide 43: Property development – Ramp up low-carbon construction
3. SAY ON CLIMATE – LOW CARBON STRATEGY PROPERTY DEVELOPMENT Property development – Ramp up low-carbon construction Property development division’s carbon intensity and objective (based on a life-cycle assessment over a 50-year horizon) In kg CO2 eq / sq.m 2 79% Of projects used low-carbon energy(1)
Slide 44: Our achievements on biodiversity
3. SAY ON BIODIVERSITY - BIODIVERSITY STRATEGY Our achievements on biodiversity Property Development - New construction rewilding Commercial Investment – Business Parks’ rewilding Biodiversity indicator(1) : already 52% in 2023 Ecosystem restoration Partnership with Nature 2050 • 1 sq.m of land deve
Slide 45: Biodiversity strategy – Commercial investment
3. SAY ON BIODIVERSITY – BIODIVERSITY STRATEGY – COMMERCIAL INVESTMENT Biodiversity preservation and soil protection strategy – Commercial investment Rewilding our business parks by 2026, with higher goals in 2030 Biodiversity performance contract: 19 indicators, including 1 preliminary -40% indicat
Slide 46: Biodiversity strategy – Property development
3. SAY ON BIODIVERSITY - BIODIVERSITY STRATEGY – PROPERTY DEVELOPMENT Biodiversity preservation and soil protection strategy – Property development Property Development Our solutions that promote urban regeneration Goal: rewilding(1) 75% of new builds by 2026 and 100% by 2030 Refurbishing and conver
Slide 47: Statutory Auditors' reports
4 STATUTORY AUDITORS’ REPORTS ATHLETES VILLAGE (Saint-Denis, Seine-Saint-Denis) 2024 Combined General Meeting ⚫ 47
Slide 48: Statutory Auditors' reports
4. STATUTORY AUDITORS’ REPORTS Statutory Auditors’ reports Ordinary resolutions Extraordinary resolutions ● Report on the annual financial statements ● Report on the authorisation to be given to the Board of Directors to cancel the shares repurchased by the Company under (Resolution 1) Article L. 22
Slide 49: Report on the annual financial statements (Resolution 1)
4. STATUTORY AUDITORS’ REPORTS Report on the annual financial statements (Resolution 1) Opinion ● Unqualified opinion on the annual financial statements Justification of assessments – Key audit matters Our assessments in connection with key audit matters include: ● The measurement of tangible fixed
Slide 50: Report on the annual financial statements (Resolution 1)
4. STATUTORY AUDITORS’ REPORTS Report on the annual financial statements (Resolution 1) Specific verifications ● We have no matters to report as to the fair presentation, and consistency with the financial statements, of the information given in the management report and in the other documents provi
Slide 51: Report on the consolidated financial statements (Resolution 2)
4. STATUTORY AUDITORS’ REPORTS Report on the consolidated financial statements (Resolution 2) Opinion ● Unqualified opinion on the consolidated financial statements. Justification of assessments – Key audit matters Our assessments in connection with key audit matters include: ● The divestment of the
Slide 52: Report on the consolidated financial statements (Resolution 2)
4. STATUTORY AUDITORS’ REPORTS Report on the consolidated financial statements (Resolution 2) Specific verifications ● We have no matters to report as to the fair presentation, and consistency with the financial statements, of the information given in the Group’s management report. Other verificatio
Slide 53: Special report on regulated related party agreements (Resolution 4)
4. STATUTORY AUDITORS’ REPORTS Special report on regulated related party agreements (Resolution 4) Agreements subject to approval at the General Meeting We have been informed of the following agreements submitted for approval at the General Meeting: ● Post-employment consulting agreement entered int
Slide 54: Report to the Extraordinary General Meeting (Resolution 24)
4. STATUTORY AUDITORS’ REPORTS Report submitted to the Extraordinary General Meeting (Resolution 24) Statutory Auditors’ report on the reduction in share capital (Resolution 24) ● Our procedures consisted in verifying the fairness of the reasons for and the terms and conditions of the proposed reduc
Slide 55: Report to the Extraordinary General Meeting (Resolution 25)
4. STATUTORY AUDITORS’ REPORTS Report submitted to the Extraordinary General Meeting (Resolution 25) Statutory Auditors’ report on the issue of shares and/or securities entitling their holders to shares in the Company in consideration for contributions in kind to the Company made up of equity instru
Slide 56: Report to the Extraordinary General Meeting (Resolution 26)
4. STATUTORY AUDITORS’ REPORTS Report submitted to the Extraordinary General Meeting (Resolution 26) Statutory Auditors’ report on the authorisation to grant, free of charge, existing and/or newly issued shares (Resolution 26) ● Our procedures consisted, in particular, in verifying that the proposed
Slide 57: Governance and remuneration of corporate officers
GOVERNANCE AND 5. REMUNERATION OF CORPORATE OFFICERS CITY PARK (Levallois-Perret, Hauts-de-Seine) 2024 Combined General Meeting ⚫ 57
Slide 58: Governance
5. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS Governance Board of Directors’ proposal to the General Meeting on April 19, 2024 • Dorothée Clouzot, Head of the Real Estate Department in the Ratification Investment Division of Banque des Territoires (Caisse des dépôts) of temporary appointments
Slide 59: Governance
5. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS Governance Composition of the Board of Directors if these proposals are approved Caisse des dépôts Frédéric Thomas represented by Bernard Spitz Alexandre Thorel 15 40% MEMBERS Antoine Saintoyant Emmanuel Chabas OF WOMEN Sophie Quatrehomme Dorothée
Slide 60: Directors' remuneration
5. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS Directors’ remuneration Directors’ remuneration policy Total amount Individual fixed remuneration Variable remuneration €600k/year • Director €1,750/meeting None • Committee member €1,750/meeting Amount unchanged since 2019 • Committee chairperson
Slide 61: Remuneration of the Chairman of the Board of Directors
5. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS Remuneration of the Chairman of the Board of Directors Remuneration policy for the Chairman of the Board of Directors Stock options, bonus / Fixed remuneration Variable remuneration performance shares Benefits in kind €240k/year None No remunerati
Slide 62: Remuneration of the Chief Executive Officer
5. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS Remuneration of the Chief Executive Officer Remuneration policy for the Chief Executive Officer Fixed remuneration Variable remuneration €450k/year Financial goals Non-financial goals 1. Change in net current cash flow 25% 1. Implement across all
Slide 63: Remuneration of the Chief Executive Officer
5. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS Remuneration of the Chief Executive Officer Remuneration of the Chief Executive Officer for 2023 Fixed remuneration Variable remuneration €116,558 €310,714 Prorated from Financial goals Non-financial goals April 21, 2023 1. Improvement in net €41,
Slide 64: Proposed dividend
6. PROPOSED DIVIDEND ORSUD (Gentilly, Val-de-Marne) 2024 Combined General Meeting ⚫ 64
Slide 65: An attractive dividend yield
6. PROPOSED DIVIDEND An attractive dividend yield Board of Directors’ proposal to the General Meeting on April 19, 2024 €4.84 +11.8% 13.6% Dividend Growth Dividend yield(1) per share vs. 2022 Dividend paid in two instalments: • Interim dividend (€2.42/share) paid in cash early March(2) • Final divid
Slide 66: Dividend history since 2016
6. PROPOSED DIVIDEND Dividend history since 2016 2019 dividend adjusted due to Covid-19 In € per share 4.84 +11.8% 4.60 +6.9% -13% +3.1% 4.30 4.33 +7.5% +4.7% 4.20 4.00 4.01 stable 4.01 2016 2017 2018 2019 2020 2021 2022 2023 2023 dividend up for the third consecutive year, after 2019 and 2020 impac
Slide 67: Q&A
7. Q&A LA PLATEFORME (Marseille, Bouches-du-Rhône) 2024 Combined General Meeting ⚫ 67
Slide 68: Agenda of the Combined General Meeting
8. AGENDA OF THE COMBINED GENERAL MEETING ATHLETES VILLAGE (Saint-Denis, Seine-Saint-Denis) 2024 Combined General Meeting ⚫ 68
Slide 69: Ordinary resolutions (1/2)
8. AGENDA OF THE COMBINED GENERAL MEETING Ordinary resolutions (1/2) 1. Approval of the separate financial statements for the year ended December 31, 2023 – Approval of non-tax deductible expenses and charges 2. Approval of the consolidated financial statements for the year ended December 31, 2023 3
Slide 70: Ordinary resolutions (2/2)
8. AGENDA OF THE COMBINED GENERAL MEETING Ordinary resolutions (2/2) 15. Approval of the remuneration policy for the members of the Board of Directors 16. Approval of the remuneration policy for the Chairman of the Board of Directors 17. Approval of the remuneration policy for the Chief Executive Of
Slide 71: Extraordinary resolutions; Ordinary resolution
8. AGENDA OF THE COMBINED GENERAL MEETING Extraordinary resolutions 24. Authorisation to be given to the Board of Directors to cancel the shares repurchased by the Company under Article L. 22-10-62 of the French Commercial Code 25. Delegation to be given to the Board of Directors to increase the sha
Slide 72: Resolutions to be voted on
RESOLUTIONS 9. TO BE VOTED ON ORSUD (Gentilly, Val-de-Marne) 2024 Combined General Meeting ⚫ 72
Slide 73: Ordinary resolution: separate financial statements
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 1 ORDINARY Approval of the separate financial statements for the year ended December 31, 2023 RESOLUTION Approval of non-tax deductible expenses and charges ⚫ We invite you to approve the separate financial statements for the year ended December 31, 2023 sho
Slide 74: Ordinary resolution: consolidated financial statements
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 2 ORDINARY Approval of the consolidated financial statements for the year ended December 31, 2023 RESOLUTION ⚫ We invite you to approve the consolidated financial statements for the year ended December 31, 2023 showing a loss attributable to the Group of -€1
Slide 75: Ordinary resolution: appropriation of profits and dividend
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 3 ORDINARY Appropriation of profits for the financial year and determination of the dividend amount RESOLUTION ⚫ We invite you to approve the appropriation of profits for the financial year ended December 31, 2023, amounting to €477,925,579.85, and payment o
Slide 76: Ordinary resolution: regulated related party agreements
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 4 ORDINARY Statutory Auditors’ special report on regulated related party agreements and RESOLUTION approval of the new agreements mentioned therein ⚫ In accordance with regulations, we remind you that only new regulated related party agreements authorised an
Slide 77: Ordinary resolution: reappointment of PricewaterhouseCoopers Audit
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 5 ORDINARY Reappointment of PricewaterhouseCoopers Audit as statutory auditor RESOLUTION ⚫ The term of PricewaterhouseCoopers Audit as statutory auditor of the Company will expire at the end of this General Meeting. ⚫ You are invited to vote on this reappoin
Slide 78: Ordinary resolution: appointment of Mazars
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 6 ORDINARY Appointment of Mazars as statutory auditor responsible for the assurance of sustainability reporting RESOLUTION ⚫ In accordance with the CSRD Directive, the Company will be required to draft and publish a sustainability report in 2025 covering the
Slide 79: Ordinary resolution: ratification of Dorothée Clouzot
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 7 ORDINARY Ratification of the temporary appointment of Ms Dorothée Clouzot as director RESOLUTION ⚫ Ratification of the temporary appointment of Ms Dorothée Clouzot as director to replace Mr Alexandre Thorel after he resigned. ⚫ End of term of office: at th
Slide 80: Ordinary resolution: ratification of Olivier Lecomte
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 8 ORDINARY Ratification of the temporary appointment of Mr Olivier Lecomte as director RESOLUTION ⚫ Ratification of the temporary appointment of Mr Olivier Lecomte as director to replace Mr Guillaume Poitrinal after he resigned. ⚫ End of term of office: at t
Slide 81: Ordinary resolution: ratification of Nathalie Delbreuve
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 9 ORDINARY Ratification of the temporary appointment of Ms Nathalie Delbreuve as director RESOLUTION ⚫ Ratification of the temporary appointment of Ms Nathalie Delbreuve as director to replace Ms Marie-Christine Lambert after he resigned. ⚫ End of term of of
Slide 82: Ordinary resolution: reappointment of Nathalie Delbreuve
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 10 ORDINARY Reappointment of Ms Nathalie Delbreuve as director RESOLUTION ⚫ Reappointment of Ms Nathalie Delbreuve as director for a term of four years. ⚫ End of term of office: at the end of the General Meeting to be held in 2028 to approve the financial st
Slide 83: Ordinary resolution: reappointment of Laurence Giraudon
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 11 ORDINARY Reappointment of Ms Laurence Giraudon as director RESOLUTION ⚫ Reappointment of Ms Laurence Giraudon as director for a term of four years. ⚫ End of term of office: at the end of the General Meeting to be held in 2028 to approve the financial stat
Slide 84: Ordinary resolution: reappointment of Florence Péronnau
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 12 ORDINARY Reappointment of Ms Florence Péronnau as director RESOLUTION ⚫ Reappointment of Ms Florence Péronnau as director for a term of four years. ⚫ End of term of office: at the end of the General Meeting to be held in 2028 to approve the financial stat
Slide 85: Ordinary resolution: reappointment of Frédéric Thomas
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 13 ORDINARY Reappointment of Mr Frédéric Thomas as director RESOLUTION ⚫ Reappointment of Mr Frédéric Thomas as director for a term of four years. ⚫ End of term of office: at the end of the General Meeting to be held in 2028 to approve the financial statemen
Slide 86: Ordinary resolution: appointment of Bruno Derville
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 14 ORDINARY Appointment of Mr Bruno Derville as director RESOLUTION ⚫ Appointment of Mr Bruno Derville as director to replace Mr Georges Ralli for a term of four years. ⚫ End of term of office: at the end of the General Meeting to be held in 2028 to approve
Slide 87: Ordinary resolution: remuneration policy for directors
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 15 ORDINARY Approval of the remuneration policy for the members of the Board of Directors RESOLUTION ⚫ In accordance with Article L. 22-10-8 of the French Commercial Code, we invite you to approve, based on the corporate governance report, the remuneration p
Slide 88: Ordinary resolution: remuneration policy for the Chairman
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 16 ORDINARY Approval of the remuneration policy for the Chairman of the Board of Directors RESOLUTION ⚫ In accordance with Article L. 22-10-8 of the French Commercial Code, we invite you to approve, based on the corporate governance report, the remuneration
Slide 89: Ordinary resolution: remuneration policy for the CEO
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 17 ORDINARY Approval of the remuneration policy for the Chief Executive Officer and/or any other corporate officer RESOLUTION ⚫ In accordance with Article L. 22-10-8 of the French Commercial Code, we invite you to approve, based on the corporate governance r
Slide 90: Ordinary resolution: Article L. 22-10-9 information
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 18 ORDINARY Approval of the information referred to in section I of Article L. 22-10-9 of the French Commercial Code RESOLUTION ⚫ In accordance with section I of Article L. 22-10-34 of the French Commercial Code, we invite you to approve, based on the corpor
Slide 91: Ordinary resolution: Chairman's 2023 remuneration
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 19 ORDINARY Approval of the fixed, variable and exceptional components of total remuneration and benefits RESOLUTION of any kind paid during the past financial year or granted for the same period to Mr Frédéric Thomas, Chairman of the Board of Directors ⚫ In
Slide 92: Ordinary resolution: CEO's 2023 remuneration
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 20 ORDINARY Approval of the fixed, variable and exceptional components of total remuneration and benefits RESOLUTION of any kind paid during the past financial year or granted for the same period to Mr Nicolas Joly, Chief Executive Officer from April 21, 202
Slide 93: Ordinary resolution: share repurchase authorisation
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 21 ORDINARY Authorisation to be given to the Board of Directors to have the Company repurchase its own shares under RESOLUTION Article L. 22-10-62 of the French Commercial Code ⚫ Maximum purchase price: €70 per share ⚫ Maximum amount of funds that can be use
Slide 94: Ordinary resolution: Say on Climate
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 22 ORDINARY Say on Climate ⚫ You are invited to vote on the Company’s progress with respect to climate RESOLUTION transition as set out in the CSR chapter of the 2023 universal registration document and the Climate Overview issued in March 2024. ⚫ It should
Slide 95: Ordinary resolution: Say on Biodiversity
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 23 ORDINARY Say on Biodiversity ⚫ You are invited to vote on the Company’s progress with respect RESOLUTION to biodiversity preservation as set out in the CSR chapter of the 2023 universal registration document and the Biodiversity Overview issued in March 2
Slide 96: Extraordinary resolution: cancellation of repurchased shares
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 24 EXTRAORDINARY Authorisation to be given to the Board of Directors to cancel the shares repurchased by the Company RESOLUTION under Article L. 22-10-62 of the French Commercial Code ⚫ Maximum number of shares that can be cancelled: 10% of the share capital
Slide 97: Extraordinary resolution: capital increase for contributions in kind
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 25 EXTRAORDINARY Delegation to be given to the Board of Directors to increase the share capital by issuing ordinary shares RESOLUTION and/or securities entitling their holders to shares in the Company, in consideration for contributions in kind of equity ins
Slide 98: Extraordinary resolution: bonus share grants
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 26 EXTRAORDINARY Authorisation to be given to the Board of Directors to grant bonus shares to employees and/or certain RESOLUTION corporate officers ⚫ Maximum number of bonus shares that may be granted: per calendar year, 0.5% of share capital as of the date
Slide 99: Ordinary resolution: powers to complete formalities
09. RESOLUTIONS TO BE VOTED ON RESOLUTION 27 ORDINARY Powers to complete formalities ⚫ This resolution relates to the powers required to carry out the inherent RESOLUTION publications and statutory formalities in connection with the resolutions of this Meeting. 27 Passed by 99.99% of votes 2024 Comb
Slide 100: Close of the General Meeting
10. CLOSE OF THE GENERAL MEETING MONTRÉAL (Paris Orly-Rungis Business Park, Val-de-Marne) 2024 Combined General Meeting ⚫100
Slide 101: Financial calendar
10. CLOSE OF THE GENERAL MEETING Financial calendar Next important dates: • April 22, 2024 (before the market opens): Q1 2024 financial data • July 4, 2024: Final dividend payment of an amount of €2.42 per share (with ex-dividend date on July 2, 2024) • July 22, 2024 (before the market opens): 2024