Icade Sa · EURONEXT:ICAD
Icade Sa — Shareholder Meeting (April 2022)
66 slides from Icade Sa's shareholder meeting presentation, Apr 22, 2022
Slide 1: Combined General Meeting
DESIGNING, BUILDING, MANAGING AND INVESTING in cities, neighbourhoods and buildings that are innovative, diverse, inclusive and connected with a reduced carbon footprint. Desirable places to live and work. This is our ambition. This is our goal. This is our Purpose. COMBINED GENERAL MEETING FRIDAY,
Slide 2: Agenda
1 2021 Highlights and Financial Results 2 2022 Outlook & Q1 2022 Update 3 Say on Climate & Biodiversity 4 Statutory Auditors’ reports AGENDA 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
Slide 3: 2021 Highlights & Financial Results
Located in a former industrial area, this urban transformation project, one of the largest in Europe, will host the University of Chicago’s Center in Paris. 1 2021 Highlights & Financial Results UNIVERSITY OF CHICAGO COMBINED GENERAL MEETING Paris, 13th district FRIDAY, APRIL 22, 2022 3
Slide 4: All our business lines regained their momentum in 2021
1. 2021 HIGHLIGHTS & FINANCIAL RESULTS ALL OUR BUSINESS LINES REGAINED THEIR MOMENTUM IN 2021 2021 results were solid and above expectations... Icade coped with the Covid-19 crisis in a challenging environment We continued with our Strategic Plan with an emphasis on CSR The Board is fully committed
Slide 5: 2021 Highlights (1/2)
1. 2021 HIGHLIGHTS & FINANCIAL RESULTS 2021 HIGHLIGHTS (1/2) Office Investment Healthcare Investment Leasing activity: a record year • 266,000 sq.m: total floor area of leases signed or renewed Accelerated growth & diversification in 2021 • 2021 investment volume: c. €910m(2) (including €740m alread
Slide 6: 2021 Highlights (2/2)
1. 2021 HIGHLIGHTS & FINANCIAL RESULTS 2021 HIGHLIGHTS (2/2) Property Development CSR Finance Strong sales performance in 2021 New Green Financing Solid debt indicators Framework • Cost of debt at 1.29% • Economic revenue(1) up c. +30% • Average debt maturity stable at to €1.1bn (+11% vs. 2019) Offi
Slide 7: 2021 results well above guidance and consensus
1. 2021 HIGHLIGHTS & FINANCIAL RESULTS 2021 RESULTS WELL ABOVE GUIDANCE AND CONSENSUS 2021 NCCF NCCF significantly above guidance €390m €5.19 per share Back to 2019 level +8.8% +7.2% EPRA NDV as of December 31, 2021 Double digit NDV TSR: c. 11% Back to pre-crisis level €6.9bn €90.6 per share +11.0%
Slide 8: Key indicators
1. 2021 HIGHLIGHTS & FINANCIAL RESULTS KEY INDICATORS +2.9%, -0.5% LFL(1) +31.8% -19 bps PROPERTY INVESTMENT PROPERTY DEVELOPMENT LIABILITIES GROUP INDICATORS €551.2m €985.1m 1.29% +7.2% vs. €535.9m as of 12/31/2020 vs. €747.4m as of 12/31/2020 vs. 1.48% as of 12/31/2020 GROSS RENTAL INCOME(2) REVEN
Slide 9: 2022 Outlook & Q1 2022 Update
Sur Moreau PAC facility, completed in June 2021. Icade Santé relied on the expertise of Icade Promotion to build this facility under a property development contract. 2 2022 Outlook & Q1 2022 Update SUR MOREAU PAC FACILITY COMBINED GENERAL MEETING Saintes, Charente-Maritime FRIDAY, APRIL 22, 2022 9
Slide 10: 2022 priorities for our business lines
2. 2022 OUTLOOK & Q1 2022 UPDATE 2022 PRIORITIES FOR OUR 3 BUSINESS LINES • Focus on letting and renewal activity Office • Execution of disposal plan and opportunistic acquisitions Investment • Launch of selective new development projects Healthcare • Continued expansion and tenant and geographic di
Slide 11: 2022 Guidance
2. 2022 OUTLOOK & Q1 2022 UPDATE 2022 GUIDANCE (SUBJECT TO THE COVID & GEOPOLITICAL SITUATION) 2022 Group NCCF Up ≈+4%, excluding impact of 2022 disposals per share 2022 Healthcare Investment NCCF(1) Up ≈+5/6% 2022 dividend Up ≈+3/4% (subject to General Meeting approval) COMBINED GENERAL MEETING FRI
Slide 12: Q1: continued momentum, monitoring the impact of the Ukraine crisis
2. 2022 OUTLOOK & Q1 2022 UPDATE Q1: CONTINUED MOMENTUM, MONITORING THE IMPACT OF THE UKRAINE CRISIS • A successful new €500m Green Bond issue Optimising our 8-year bond with a 1.00% coupon – spread at 80 bps, 8-year swap rate at 26 bps funding sources • Make-whole call on the bond maturing in 2023
Slide 13: Say on Climate & Biodiversity
Icade was selected to develop a project that will have a very low impact on the environment and even be energy self-sufficient during the summer months 3 Say on Climate & Biodiversity SO WOOD COMBINED GENERAL MEETING Montpellier, Hérault FRIDAY, APRIL 22, 2022 13
Slide 14: Icade's CSR policy: good results in 2021
3. SAY ON CLIMATE & BIODIVERSITY ICADE’S CSR POLICY: GOOD RESULTS IN 2021 Icade significantly reduced carbon Other CSR achievements in 2021 intensity in each business line between 2015 and 2021 (in kg CO2/sq.m) 100% OFFICE INVESTMENT of business parks and 46% of new builds have a net positive impact
Slide 15: Ramping up our low-carbon strategy in 2022
3. SAY ON CLIMATE & BIODIVERSITY RAMPING UP OUR LOW-CARBON STRATEGY IN 2022 Icade: achieving net-zero carbon emissions by 2050 1 2 Reducing GHG emissions by 90% in Targets for reducing GHG emissions by 2030 absolute terms between 2019 and 2050 for our three divisions and Corporate and offsetting res
Slide 16: Tangible results for each business line
3. SAY ON CLIMATE & BIODIVERSITY TANGIBLE RESULTS FOR EACH BUSINESS LINE Office Investment Healthcare Investment Property Development Origine office building Nursing home in Bellerive-sur-Allier Wood’Art (Nanterre, Hauts-de-Seine) (Allier) (Toulouse, Haute-Garonne) • Completed in Q1 2021 (69,000 sq.
Slide 17: Biodiversity: strong commitments and concrete results
3. SAY ON CLIMATE & BIODIVERSITY BIODIVERSITY: STRONG COMMITMENTS AND CONCRETE RESULTS ... concrete results across Strong commitments... our 3 business lines 100% of the land area developed > 170,000 sq.m restored and preserved thanks to subject to restoration and preservation Icade’s contribution s
Slide 18: Say on Climate & Biodiversity resolution
3. SAY ON CLIMATE & BIODIVERSITY SAY ON CLIMATE & BIODIVERSITY RESOLUTION Under Resolution 16, it is proposed that the General Meeting approve a Say on Climate and Biodiversity resolution Text of the resolution: The General Meeting, in accordance with the quorum and majority requirements applicable
Slide 19: Statutory Auditors' reports
4 Statutory Auditors’ reports Refurbishment project completed in Q3 2021: potential annual rental income of €11.2m, +20% vs. pre-refurbishment. FRESK Paris, 15th district COMBINED GENERAL MEETING & Issy-les-Moulineaux FRIDAY, APRIL 22, 2022 19
Slide 20: Ordinary and Extraordinary General Meeting reports
4. STATUTORY AUDITORS’ REPORTS Ordinary General Meeting Extraordinary General Meeting • Report on the annual financial statements • Report on the authorisation to be given to the Board of (Resolution 1) Directors to cancel the treasury shares repurchased by the Company under Article L. 22-10-62 of t
Slide 21: Report on the annual financial statements (1/2)
4. STATUTORY AUDITORS’ REPORTS REPORT ON THE ANNUAL FINANCIAL STATEMENTS (RESOLUTION 1) (1/2) 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
Slide 22: Report on the annual financial statements (2/2)
4. STATUTORY AUDITORS’ REPORTS REPORT ON THE ANNUAL FINANCIAL STATEMENTS (RESOLUTION 1) (2/2) 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 management report and in the other documents
Slide 23: Report on the consolidated financial statements
4. STATUTORY AUDITORS’ REPORTS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS (RESOLUTION 2) Opinion • Unqualified opinion on the consolidated financial statements, with an emphasis of matter relating to the change in accounting policy for the measurement of investment property from the amortised c
Slide 24: Special report on regulated related party agreements
4. STATUTORY AUDITORS’ REPORTS SPECIAL REPORT ON REGULATED RELATED PARTY AGREEMENTS (RESOLUTION 4) Agreements to be submitted for approval at the General Meeting • We were not informed of any agreements authorised during the past financial year to be submitted for approval at the General Meeting. Ag
Slide 25: Report to the Extraordinary General Meeting (Resolution 17)
4. STATUTORY AUDITORS’ REPORTS REPORT SUBMITTED TO THE EXTRAORDINARY GENERAL MEETING (RESOLUTION 17) Report on the authorisation to be given to the Board of Directors to cancel the treasury shares repurchased by the Company under Article L. 22-10-62 of the French Commercial Code (Resolution 17) Our
Slide 26: Report to the Extraordinary General Meeting (Resolution 18)
4. STATUTORY AUDITORS’ REPORTS REPORT SUBMITTED TO THE EXTRAORDINARY GENERAL MEETING (RESOLUTION 18) Report on the delegation to be given to the Board of Directors to increase the share capital by issuing ordinary shares and/or securities entitling their holders to shares in the Company, subject to
Slide 27: Governance and remuneration of corporate officers
5 Governance and remuneration of corporate officers Icade was selected to participate in “The future of Toulon harbour”, an urban regeneration project which will benefit from the site’s many advantages by developing a network using marine thermal energy. TOULON HARBOUR, COMBINED GENERAL MEETING Prov
Slide 28: Governance
5. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS GOVERNANCE It is proposed that this General Meeting approve: The reappointment as director of: ● Ms Sophie Quatrehomme, Head of Communication for the Caisse des dépôts Group; If these proposals are approved, ● Ms Marianne Louradour, CEO of CDC Bio
Slide 29: Remuneration policy for the Chairman of the Board
5. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS REMUNERATION POLICY FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS Chairman of the Board of Directors Annual fixed remuneration The remuneration policy defined by the Board of Directors provides that the Chairman of the Board, as a non-executive corpo
Slide 30: Remuneration of the Chairman of the Board
5. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS REMUNERATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Mr Frédéric Thomas, Chairman of the Board of Directors Elements of remuneration paid in 2021 or granted for the same period, in accordance with Amounts or accounting valuation the remuneration
Slide 31: Directors' remuneration policy
5. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS DIRECTORS’ REMUNERATION POLICY • ln accordance with the law, the General Shareholders' Meeting shall set the total amount of directors' remuneration (previously known as "attendance fees"). • The remuneration of individual directors shall be set b
Slide 32: Directors' remuneration
5. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS DIRECTORS’ REMUNERATION Remuneration Meetings actually attended (in euros) Director/Board of Directors 1,750 Member/Committees of the Board of Directors (Audit and Risks; Appointments and Remuneration; Strategy and Investments; and Innovation and
Slide 33: Remuneration policy for the CEO (1/3)
5. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS REMUNERATION POLICY FOR THE CHIEF EXECUTIVE OFFICER (1/3) Chief Executive Officer Annual fixed remuneration The remuneration policy for corporate officers defined by the Board of Directors of the Company provides for an annual fixed remuneration f
Slide 34: Remuneration policy for the CEO (2/3)
5. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS REMUNERATION POLICY FOR THE CHIEF EXECUTIVE OFFICER (2/3) Stock options, performance The remuneration policy for the Chief Executive Officer submitted to the General Meeting was revised by the Board of shares or other securities Directors, on the
Slide 35: Remuneration policy for the CEO (3/3)
5. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS REMUNERATION POLICY FOR THE CHIEF EXECUTIVE OFFICER (3/3) Reminder of the commitments made by the Company, a controlled company under Article L. 233-16 of the French Commercial Code or another company which controls it under the same article Sever
Slide 36: Remuneration of the Chief Executive Officer
5. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS REMUNERATION OF THE CHIEF EXECUTIVE OFFICER Mr Olivier WIGNIOLLE, Chief Executive Officer Elements of remuneration paid in 2021 or granted for the same period, in accordance with the principles Amounts or accounting valuation submitted for approva
Slide 37: Proposed dividend
6 Proposed dividend Launched by Icade Promotion, the LE CARAT project has a characterful architecture that makes use of nature and high-quality materials. LE CARAT Issy-les-Moulineaux, COMBINED GENERAL MEETING Hauts-de-Seine FRIDAY, APRIL 22, 2022 37
Slide 38: 2021 dividend: €4.20 per share
6. PROPOSED DIVIDEND 2021 DIVIDEND Board of Directors’ proposal to the General Meeting: +4.7% Growth vs. 2020 2021 dividend: €4.20 per share Conservative 2021 81% payout ratio Dividend paid in two instalments Dividend yield €2.10 interim dividend €2.10 final dividend 6.7% (based on share price as of
Slide 39: Dividend history over the past 5 years
6. PROPOSED DIVIDEND DIVIDEND HISTORY OVER THE PAST 5 YEARS 2019 dividend adjusted due to Covid-19 • 2021 dividend up by +4.7% after 2 years impacted by Covid +6.9% 4.60 -13% • The 2019 dividend was aligned +7.5% +4.7% with SIIC dividend payment 4.30 obligations as of December 31, stable 4.20 2019,
Slide 40: Q&A
7 Q&A Most of the interiors proposed by Tempo Nature benefit from double exposures favouring natural light, ventilation and multiple views. TEMPO NATURE COMBINED GENERAL MEETING Amiens, Somme FRIDAY, APRIL 22, 2022 40
Slide 41: Agenda of the Combined General Meeting
8 Agenda of the Combined General Meeting This 8,500-sq.m office building with panoramic views of the neighbourhood and the Old Port was sold by Icade Promotion to the Office Property Investment Division. GRAND CENTRAL COMBINED GENERAL MEETING Marseille, Bouches-du-Rhône FRIDAY, APRIL 22, 2022 41
Slide 42: 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, 2021 – Approval of non-tax-deductible expenses and charges 2. Approval of the consolidated financial statements for the year ended December 31, 2021 3
Slide 43: Ordinary resolutions (2/2)
8. AGENDA OF THE COMBINED GENERAL MEETING ORDINARY RESOLUTIONS (2/2) 12. Approval of the information referred to in section I of Article L. 22-10-9 of the French Commercial Code 13. Approval of the fixed, variable and exceptional components of total remuneration and the benefits of any kind paid dur
Slide 44: Extraordinary resolutions
8. AGENDA OF THE COMBINED GENERAL MEETING EXTRAORDINARY RESOLUTIONS 17. 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 18. Delegation to be given to the Board of Directors to increase the sha
Slide 45: Resolutions submitted for approval
9 Resolutions submitted for approval At the gateway to Tours, Icade’s “RIVE SUD” project is at the heart of an ideally located new district close to shops, offices, residential buildings and a future tram station. RIVE SUD COMBINED GENERAL MEETING Tours, Indre-et-Loire FRIDAY, APRIL 22, 2022 45
Slide 46: Approval of the separate financial statements
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 1 Approval of the separate financial statements for the year ended December 31, 2021 ORDINARY Approval of non-tax-deductible expenses and charges RESOLUTION • We invite you to approve the separate financial statements for the year ended December 31, 2021
Slide 47: Approval of the consolidated financial statements
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 2 Approval of the consolidated financial statements for the year ended December 31, 2021 ORDINARY We invite you to approve the consolidated financial statements for the year ended RESOLUTION December 31, 2021 showing a consolidated net profit attributabl
Slide 48: Appropriation of profits and dividend amount
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 3 Appropriation of profits for the financial year and determination of the dividend amount • Under Resolution 3, it is proposed that the General Meeting approve the appropriation of profits for the financial year ended December 31, 2021, amounting ORDINA
Slide 49: Regulated related party agreements
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 4 Statutory Auditors’ special report on regulated related party agreements – Acknowledgement that there have been no new agreements ORDINARY • First of all, in accordance with regulations, we remind you that only new regulated RESOLUTION related party ag
Slide 50: Reappointment of Ms Sophie Quatrehomme
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 5 Reappointment of Ms Sophie Quatrehomme as director ORDINARY • Reappointment of Ms Sophie Quatrehomme as director for a term of four years. • End of term of office: at the end of the General Meeting to be held in 2026 RESOLUTION to approve the financial
Slide 51: Reappointment of Ms Marianne Louradour
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 6 Reappointment of Ms Marianne Louradour as director ORDINARY • Reappointment of Ms Marianne Louradour as director for a term of four years. • End of term of office: at the end of the General Meeting to be held in 2026 RESOLUTION to approve the financial
Slide 52: Reappointment of Mr Guillaume Poitrinal
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 7 Reappointment of Mr Guillaume Poitrinal as director ORDINARY • Reappointment of Mr Guillaume Poitrinal as director for a term of four years. • End of term of office: at the end of the General Meeting to be held in 2026 RESOLUTION to approve the financi
Slide 53: Ratification of appointment of Mr Alexandre Thorel
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 8 Ratification of the temporary appointment of Mr Alexandre Thorel as director ORDINARY • Ratification of the temporary appointment decided by the Board of Directors at its RESOLUTION meeting held on March 11, 2022 of Mr Alexandre Thorel as director to r
Slide 54: Remuneration policy for Board members
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 9 Approval of the remuneration policy for the members of the Board of Directors ORDINARY In accordance with Article L. 22-10-8 of the French Commercial Code, we invite you to RESOLUTION approve, based on the corporate governance report, the remuneration
Slide 55: Remuneration policy for the Chairman
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 10 Approval of the remuneration policy for the Chairman of the Board of Directors ORDINARY In accordance with Article L. 22-10-8 of the French Commercial Code, we invite you to RESOLUTION approve, based on the corporate governance report, the remuneratio
Slide 56: Remuneration policy for the CEO
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 11 Approval of the remuneration policy for the Chief Executive Officer and/or any other corporate officer ORDINARY In accordance with Article L. 22-10-8 of the French Commercial Code, we invite you to RESOLUTION approve, based on the corporate governance
Slide 57: Information referred to in Article L. 22-10-9
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 12 Approval of the information referred to in section I of Article L. 22-10-9 of the French Commercial Code ORDINARY In accordance with section I of Article L. 22-10-34 of the French Commercial Code, RESOLUTION we invite you to approve, based on the corp
Slide 58: Remuneration of the Chairman
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 13 Approval of the fixed, variable and exceptional components of total remuneration and the benefits of any kind paid during the past financial ORDINARY year or granted for the same period to Mr Frédéric Thomas, Chairman of the Board of Directors RESOLUT
Slide 59: Remuneration of the CEO
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 14 Approval of the fixed, variable and exceptional components of total remuneration and the benefits of any kind paid during the past financial ORDINARY year or granted for the same period to Mr Olivier Wigniolle, Chief Executive Officer RESOLUTION In ac
Slide 60: Share repurchase authorisation
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 15 Authorisation to be given to the Board of Directors to have the Company repurchase its own shares under Article L. 22-10-62 of the French ORDINARY Commercial Code RESOLUTION • Maximum purchase price: €110 per share; • Maximum amount of funds that can
Slide 61: Say on Climate and Biodiversity
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 16 Say on Climate and Biodiversity ORDINARY You are invited to issue a favourable opinion on the Company’s goals with respect to climate transition and biodiversity preservation. RESOLUTION It should be noted that the Board of Directors is only seeking a
Slide 62: Authorisation to cancel repurchased shares
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 17 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 EXTRAORDINARY Commercial Code RESOLUTION • Maximum number of shares that can be cancelled: 10% of the share cap
Slide 63: Delegation to increase share capital for contributions in kind
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 18 Delegation to be given to the Board of Directors to increase the share capital by issuing ordinary shares and/or securities entitling their holders EXTRAORDINARY to shares in the Company, subject to a maximum limit of 10% of share capital, in consider
Slide 64: Powers to complete formalities
RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 19 Powers to complete formalities EXTRAORDINARY This resolution relates to the powers required to carry out the inherent publications and statutory formalities in connection with the resolutions of this Meeting. RESOLUTION 19 Resolution passed with 99.99
Slide 65: Close of General Meeting
10 Close of General Meeting ORIGINE COMBINED GENERAL MEETING Nanterre, Hauts-de-Seine FRIDAY, APRIL 22, 2022 65
Slide 66: Next important dates
10. CLOSE OF GENERAL MEETING Next important dates: • April 22, 2022 (after the market closes): Q1 results • July 25, 2022 (before the market opens): Half Year Results • October 24, 2022 (before the market opens): Q3 financial data COMBINED GENERAL MEETING FRIDAY, APRIL 22, 2022 66