Icade Sa · EURONEXT:ICAD
Icade Sa — Shareholder Meeting (April 2021)
69 slides from Icade Sa's shareholder meeting presentation, Apr 23, 2021
Slide 1: Annual Combined General Meeting
ORIGINE Nanterre, Hauts-de-Seine Annual Combined General Meeting Friday, April 23, 2021 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 i
Slide 2: Contents
1 2020 highlights and financial results 2 Q1 2021 update 3 Statutory Auditors’ reports 4 Governance and remuneration of corporate officers CONTENTS 5 Proposed dividend 6 Q&A 7 Agenda of the Combined General Meeting 8 Resolutions submitted for approval 9 Close of General Meeting ANNUAL COMBINED GENER
Slide 3: 2020 highlights and financial results
1. 2020 highlights PONT DE FLANDRE BUSINESS PARK Paris, 19th district and financial results ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 3
Slide 4: 2020: A year like no other
1. 2020 HIGHLIGHTS AND RESULTS 2020: A YEAR LIKE NO OTHER An unexpected and challenging year, agile and proactive teams Management supported by a trusting Board of Directors Resilient 2020 results, solid business lines and balance sheet A business mix and risk profile that meet the moment Low-carbon
Slide 5: Impact of the Covid-19 crisis on net current cash flow
1. 2020 HIGHLIGHTS AND RESULTS IMPACT OF THE COVID-19 CRISIS 2020 Office -€6m Leasing activity (1) and postponed Property NET CURRENT CASH FLOW completions/acquisitions Investment Healthcare Property Investment Postponed investments/acquisitions -€2m (2) -€27m Total impact on NCCF Property Slower re
Slide 6: NCCF at €4.84 per share, above October 2020 guidance
1. 2020 HIGHLIGHTS AND RESULTS NCCF AT €4.84 PER SHARE, ABOVE OCTOBER 2020 GUIDANCE +6.7%, +2.0% LFL -14.7% -6 bps -3.1% GROUP INDICATORS PROPERTY INVESTMENT PROPERTY DEVELOPMENT LIABILITIES €678.4m €825.4m 1.48% €93.2 per share vs. €635.9m as of 12/31/2019 vs. €967.8m as of 12/31/2019 vs. 1.54% as
Slide 7: 2020: Highlights
1. 2020 HIGHLIGHTS AND RESULTS 2020: HIGHLIGHTS Investment Divisions post higher rental income +6.7% (i.e. +€42.5m vs. 2019) Offices and business parks +4.8%, +2.5% LFL; healthcare +13.9% 3 completions over the year, stepped up lease renewals Active asset management c.160,000 sq.m signed or renewed
Slide 8: Icade's CSR policy: positive 2020 results
1. 2020 HIGHLIGHTS AND RESULTS ICADE’S CSR POLICY: POSITIVE 2020 RESULTS CSR performance recognised 2020 BBCA ranking -40% in CO2 100% of business parks intensity for Office and 33% of new builds Icade Property Investment between 2015 have a net positive impact on biodiversity among the top 3 and 20
Slide 9: Icade ramps up its low-carbon strategy
1. 2020 HIGHLIGHTS AND RESULTS ICADE RAMPS UP ITS LOW-CARBON STRATEGY An ambitious carbon offsetting policy 16,000 tonnes of CO2 offset in 2020 2 Set higher goals for reducing CO2 emissions PROPERTY DEVELOPMENT 100% of offices over 5,000 sq.m and 50% of homes to obtain the E+C- label with an E2C1 ra
Slide 10: 2021 priorities
1. 2020 HIGHLIGHTS AND RESULTS 2021 PRIORITIES Office Investment 1 Asset rotation and value creation through a pipeline of pre-let projects Healthcare Investment 2 Further growth and international expansion, preparation for liquidity event Property Development 3 Increase revenue and achieve higher m
Slide 11: 2021–2023 outlook
1. 2020 HIGHLIGHTS AND RESULTS 2021–2023 OUTLOOK Resumption of A revised Funding asset rotation, development pipeline Icade Santé Property Investment liquidity event for with more pre- Icade Santé commitments LTV ratio Property Some of our land holdings could be converted into housing Development &
Slide 12: Summary consolidated income statement
1. 2020 HIGHLIGHTS AND RESULTS SUMMARY CONSOLIDATED INCOME STATEMENT 12/31/2020 12/31/2019 (in €m) Current Non-current TOTAL YoY change Current Non-current TOTAL Revenue 1,440.2 1,440.2 (5.4%) 1,522.9 1,522.9 EBITDA 593.2 (19.5) 573.7 (2.1%) 588.5 (2.4) 586.1 including depreciation charges (358.7) (
Slide 13: Q1 2021 update
2. Q1 2021 update LES PINS D’ISABELA Marseille, Bouches-du-Rhône ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 13
Slide 14: Dynamic newsflow despite third lockdown (1/2)
2. Q1 2021 UPDATE DYNAMIC NEWSFLOW DESPITE THIRD LOCKDOWN (1/2) Q1 key announcements • Origine building handed over to Technip (51,000 sq.m of office space with a hybrid timber-concrete structure in Nanterre) (March 19) OFFICE • Two preliminary sale agreements signed for more than €320m: Loire build
Slide 15: Dynamic newsflow despite third lockdown (2/2)
2. Q1 2021 UPDATE DYNAMIC NEWSFLOW DESPITE THIRD LOCKDOWN (2/2) Q1 key announcements Icade ramps up its low-carbon strategy (dedicated slideshow on February 2) • Much higher goals for reducing CO2 emissions • An ambitious and responsible carbon offsetting policy LOW CARBON • Creation of the Urbain d
Slide 16: Q1 results will be announced on April 23, 2021
2. Q1 2021 UPDATE Q1 results will be announced on April 23, 2021 after the market closes ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 16
Slide 17: Statutory Auditors' reports
3. Statutory Auditors’ reports SKY & GARDEN Asnières-sur-Seine, Hauts-de-Seine ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 17
Slide 18: Statutory Auditors' report: ordinary and extraordinary general meeting
3. STATUTORY AUDITORS’ REPORT ORDINARY GENERAL MEETING EXTRAORDINARY GENERAL MEETING • • • ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 18
Slide 19: Report on the annual financial statements (1/2)
3. STATUTORY AUDITORS’ REPORT REPORT ON THE ANNUAL FINANCIAL STATEMENTS (RESOLUTION 1) (1/2) Opinion • Basis of audit opinion – Key audit matters • • ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 19
Slide 20: Report on the annual financial statements (2/2)
3. STATUTORY AUDITORS’ REPORT REPORT ON THE ANNUAL FINANCIAL STATEMENTS (RESOLUTION 1) (2/2) Specific verifications • • • • • • Other verifications and information pursuant to legal and regulatory requirements • ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 20
Slide 21: Report on the consolidated financial statements
3. STATUTORY AUDITORS’ REPORT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS (RESOLUTION 2) Opinion • Basis of audit opinion – Key audit matters • • Specific verifications • Other verifications and information pursuant to legal and regulatory requirements • ANNUAL COMBINED GENERAL MEETING FRIDAY, A
Slide 22: Special report on regulated related party agreements
3. STATUTORY AUDITORS’ REPORT SPECIAL REPORT ON REGULATED RELATED PARTY AGREEMENTS (RESOLUTION 5) Agreements to be submitted for approval at the General Meeting • Agreements already approved by the General Meeting during prior years • • ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 22
Slide 23: Report to the extraordinary general meeting (Resolution 18)
3. STATUTORY AUDITORS’ REPORT REPORT SUBMITTED TO THE EXTRAORDINARY GENERAL MEETING (RESOLUTION 18) Report on the delegation to the Board of Directors to cancel the shares repurchased by the Company under Article L. 22-10-62 of the French Commercial Code (Resolution 18) ANNUAL COMBINED GENERAL MEETI
Slide 24: Report to the extraordinary general meeting (Resolution 22)
3. STATUTORY AUDITORS’ REPORT REPORT SUBMITTED TO THE EXTRAORDINARY GENERAL MEETING (RESOLUTION 22) Report on the delegation 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 without pre-emptive right
Slide 25: Report to the extraordinary general meeting (Resolution 23)
3. STATUTORY AUDITORS’ REPORT REPORT SUBMITTED TO THE EXTRAORDINARY GENERAL MEETING (RESOLUTION 23) Report on the authorisation to grant bonus shares, existing or to be issued (Resolution 23) ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 25
Slide 26: Governance and remuneration of corporate officers
4. Governance and remuneration QUAI RIVE NEUVE Marseille, Bouches-du-Rhône of corporate officers ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 26
Slide 27: Governance
4. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS GOVERNANCE It is proposed that this General Meeting approve: The reappointment as director of: Mr Olivier FABAS, Head of the Financial Institutions and Private Equity Unit in the Strategic Holdings Department at Caisse des dépôts; Mr Olivier M
Slide 28: Remuneration policy for the Chairman of the Board
4. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS REMUNERATION POLICY FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS Annual fixed remuneration Annual variable remuneration Stock options, performance shares or other securities granted Remuneration for services as a director Valuation of benefits of an
Slide 29: Remuneration of the Chairman of the Board
4. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS REMUNERATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Mr Frédéric THOMAS, Chairman of the Board of Directors Amounts or accounting Elements of remuneration paid in 2020 or granted for the same period, in accordance with valuation submitted the re
Slide 30: Directors' remuneration policy
4. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS DIRECTORS’ REMUNERATION POLICY • • • • ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 30
Slide 31: Directors' remuneration
4. 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
Slide 32: Remuneration policy for the CEO (1/3)
4. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS REMUNERATION POLICY FOR THE CHIEF EXECUTIVE OFFICER (1/3) Annual fixed remuneration Annual variable remuneration (a) Integrating Icade’s Purpose into all of its activities; ramping up the Low Carbon by Icade strategy aimed at reducing greenhouse g
Slide 33: Remuneration policy for the CEO (2/3)
4. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS REMUNERATION POLICY FOR THE CHIEF EXECUTIVE OFFICER (2/3) Stock options, performance shares or other securities granted Valuation of benefits of any kind • • • ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 33
Slide 34: Remuneration policy for the CEO (3/3)
4. 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 – Sev
Slide 35: Remuneration of the Chief Executive Officer
4. GOVERNANCE AND REMUNERATION OF CORPORATE OFFICERS REMUNERATION OF THE CHIEF EXECUTIVE OFFICER Mr Olivier WIGNIOLLE, Chief Executive Officer Elements of remuneration paid in 2020 or granted for the same period, in accordance with the remuneration policy approved at the General Meeting held on Apri
Slide 36: Proposed dividend
5. Proposed dividend QUAI 8.2 Bordeaux, Gironde ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 36
Slide 37: Proposed 2020 dividend (1/2)
5. PROPOSED DIVIDEND PROPOSED 2020 DIVIDEND (1/2) Under Resolution 3, a dividend of €4.01 per share was proposed for the financial year 2020 at the General Meeting: 2020 dividend Dividend paid in two instalments: 83% 2020 dividend payout ratio stable • Interim dividend of €2.01 per share paid in cas
Slide 38: Proposed 2020 dividend (2/2)
5. PROPOSED DIVIDEND PROPOSED 2020 DIVIDEND (2/2) Under Resolution 4, a scrip dividend option is proposed to the General Meeting for a portion of the final dividend: Share price: • Set by the Board of Directors on Timetable: April 23 after the General Meeting Option on 80% of • April 28: ex-dividend
Slide 39: Q&A
6. Q&A LAMARTINE Villejuif, Val-de-Marne ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 39
Slide 40: Agenda of the Combined General Meeting
7. Agenda of the PULSE Saint-Denis, Seine-Saint-Denis Combined General Meeting ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 40
Slide 41: Ordinary resolutions (1/2)
7. AGENDA OF THE COMBINED GENERAL MEETING ORDINARY RESOLUTIONS (1/2) 1. Approval of the separate financial statements for the year ended December 31, 2020 – Approval of non-tax-deductible expenses and charges 2. Approval of the consolidated financial statements for the year ended December 31, 2020 3
Slide 42: Ordinary resolutions (2/2)
7. AGENDA OF THE COMBINED GENERAL MEETING ORDINARY RESOLUTIONS (2/2) 13. Approval of the remuneration policy for the Chief Executive Officer and/or any other corporate officer 14. Approval of the information referred to in section I of Article L. 22-10-9 of the French Commercial Code 15. Approval of
Slide 43: Extraordinary resolutions
7. AGENDA OF THE COMBINED GENERAL MEETING EXTRAORDINARY RESOLUTIONS 18. 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 19. Delegation of authority to be given to the Board of Directors to inc
Slide 44: Resolutions submitted for approval
7. Resolutions submitted MAC DONALD Lille, Nord-Pas-de-Calais for approval ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 44
Slide 45: Resolution 1: separate financial statements
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 1 Approval of the separate financial statements for the year ended December 31, 2020 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, 2
Slide 46: Resolution 2: consolidated financial statements
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 2 Approval of the consolidated financial statements for the year ended December 31, 2020 ORDINARY We invite you to approve the consolidated financial statements for the year ended December 31, 2020 showing a consolidated net profit attributable to the
Slide 47: Resolution 3: appropriation of profits and dividend
8. 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, 2020, amounting to
Slide 48: Resolution 4: option to receive dividend in shares
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 4 Option to receive a portion of the final dividend in cash or in shares (Article 16 of the Articles of Association) ORDINARY • Shareholders would have the option of receiving 80% of the final dividend, i.e. a gross amount of €1.60 per share, in new s
Slide 49: Resolution 5: regulated related party agreements
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 5 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 related party agreements
Slide 50: Resolution 6: reappointment of Olivier Fabas
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 6 Reappointment of Mr Olivier Fabas as director ORDINARY • Reappointment of Mr Olivier Fabas as director for a term of four years. • End of term of office: at the end of the General Meeting to be held in 2025 RESOLUTION to approve the financial statem
Slide 51: Resolution 7: reappointment of Olivier Mareuse
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 7 Reappointment of Mr Olivier Mareuse as director ORDINARY • Reappointment of Mr Olivier Mareuse as director for a term of four years. • End of term of office: at the end of the General Meeting to be held in 2025 RESOLUTION to approve the financial st
Slide 52: Resolution 8: ratification of Antoine Saintoyant
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 8 Ratification of the temporary appointment of Mr Antoine Saintoyant as director ORDINARY • Ratification of the temporary appointment decided by the Board of Directors at its meeting held on October 6, 2020 of Mr Antoine Saintoyant as director RESOLUT
Slide 53: Resolution 9: ratification of Bernard Spitz
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 9 Ratification of the temporary appointment of Mr Bernard Spitz as director ORDINARY • Ratification of the temporary appointment decided by the Board of Directors at its meeting held on October 6, 2020 of Mr Bernard Spitz as director to replace Mr Jea
Slide 54: Resolution 10: reappointment of Bernard Spitz
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 10 Reappointment of Mr Bernard Spitz as director ORDINARY • Reappointment of Mr Bernard Spitz as director for a term of four years. • End of term of office: at the end of the General Meeting to be held in 2025 RESOLUTION to approve the financial state
Slide 55: Resolution 11: remuneration policy for directors
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 11 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 approve, based on the corporate governance report, the remuneration policy
Slide 56: Resolution 12: remuneration policy for Chairman
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 12 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 approve, based on the corporate governance report, the remuneration policy
Slide 57: Resolution 13: remuneration policy for CEO
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 13 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 approve, based on the corporate governance report,
Slide 58: Resolution 14: information on remuneration
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 14 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, we invite you to approve, based on the corporate go
Slide 59: Resolution 15: Chairman's remuneration
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 15 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 RESO
Slide 60: Resolution 16: CEO's remuneration
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 16 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
Slide 61: Resolution 17: share repurchase authorisation
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 17 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 • Maximum purchase price: €110 per share; RESOLUTION • Maximum amount of funds that c
Slide 62: Resolution 18: cancellation of repurchased shares
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 18 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 • Maximum number of shares that can be cancelled: 10% of the share capital RES
Slide 63: Resolution 19: capital increase by capitalisation of reserves
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 19 Delegation of authority to be given to the Board of Directors to increase the share capital by capitalisation of reserves, profits and/or share premiums EXTRAORDINARY • Maximum nominal amount of capital increases that may be carried out under this
Slide 64: Resolution 20: share issue with pre-emptive rights
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 20 Delegation of authority to be given to the Board of Directors to issue ordinary shares with pre-emptive rights for existing shareholders EXTRAORDINARY • Maximum total nominal amount of capital increases that may be carried out under this delegation
Slide 65: Resolution 21: increase in number of new shares
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 21 Authorisation to be given to the Board of Directors to increase the number of new shares being issued EXTRAORDINARY Implementation of a clause to increase the number of ordinary shares to be issued as part of any of the issues that may be decided u
Slide 66: Resolution 22: capital increase for savings plan members
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 22 Delegation of authority to be given to the Board of Directors to increase the share capital by issuing ordinary shares and/or securities entitling their EXTRAORDINARY holders to shares in the Company without pre-emptive rights to members of a compa
Slide 67: Resolution 23: bonus share grants
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 23 Authorisation to be given to the Board of Directors to grant bonus shares to employees and/or certain corporate officers EXTRAORDINARY • Maximum number of bonus shares that may be granted: 1% of share capital as of the date on which the decision to
Slide 68: Resolution 24: powers to complete formalities
8. RESOLUTIONS SUBMITTED FOR APPROVAL RESOLUTION 24 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 24 Resolution passed with >9
Slide 69: Close of General Meeting
9 CLOSE OF GENERAL MEETING Next important dates: • April 23, 2021 (after the market closes): Q1 results • July 26, 2021 (before the market opens): Half Year Results • October 25, 2021 (before the market opens): Q3 financial data ANNUAL COMBINED GENERAL MEETING FRIDAY, APRIL 23, 2021 69