Carmila : 2021 Universal Registration Document (PDF version)

2021

including the Annual Financial Report and the Integrated Report

Universal Registration Document

contents

1Integrated

report2

2 Business review

and assets 47

2.1 2021 business review 48

2.2 Assets and valuation 55

2.3 Financial performance 59

2.4 Financing policy 74

2.5 Appendix 77

3 Organisation and risk

management 83

3.1 Organisation of the Group and

relationship with the Carrefour group 84

3.2 Risk factors 90

3.3 Insurance 103

3.4 Risk management and internal control 103

3.5 Legal and arbitration proceedings 108

3.6 Material contracts 108

3.7 Research and development, patents

and licences 109

4 Corporate social

responsibility 111

4.1 CSR approach 112

4.2 Here we act for the planet 124

4.3 Here we act for local regions 134

4.4 Here we act for employees 138

• 4.5 Sustainable finance:

  Sustainability-Linked Loans 142

• 4.6 Cross-reference tables, methodology

  and Statutory Auditor's report 143

5 Corporate

governance 159

5.1 Carmila's corporate governance 161

• 5.2 Executive corporate officer

  compensation 191

• 5.3 Related-party agreements and commitments governed by Articles L. 225-38 et seq. and L. 225-42-1

  of the French Commercial Code 204

• 5.4 Statutory Auditors' report on

  the Corporate Governance Report 205

6 Financial

statements 207

• 6.1 Consolidated financial statements

  for the year ended 31 December 2021 208

• 6.2 Statutory Auditors' report on the

  consolidated financial statements 251

• 6.3 Statutory financial statements

  at 31 December 2021 254

6.4 Management report 269

• 6.5 Statutory Auditors' report

  on the financial statements 272

• 6.6 Statutory Auditors' special report

  on related-party agreements 276

7 Share capital and

ownership structure 279

7.1 Share capital 280

7.2 Ownership structure 284

8 Additional

information 291

8.1

Information on the Company 292

8.2 Articles of incorporation and By-Laws 292

8.3 Person responsible for the Universal Registration Document

and statement 295

8.4 Statutory Auditors 296

8.5 Person responsible

for the information 296

8.6 Documents available to the public 296

8.7 Cross-reference tables 296

8.8 Glossary 301

8.9 Information incorporated

by reference 303

2021 Universal Registration

Document

including the Annual Financial Report

and the Integrated Report

Vibrant retail venues

The Universal Registration Document was filed on 7 April 2022, with the AMF as the competent authority under Regulation (EU) 2017-1129, without prior approval in accordance with Article 9 of said regulation.

The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if approved by the AMF, together with any amendments, if applicable, and a securities note and summary approved in accordance with Regulation (EU) 2017/1129.

This Universal Registration Document including the Annual Financial Report is a copy of the official version which has been prepared in ESEF format and is available on the issuer's websitewww.carmila.com. This is a translation into English of the Universal Registration Document of the Company issued in French and it is available on the website of the Issuer.

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Integrated Report

P.04

Corporate profile 04

Message from the Chair and Chief Executive OfficerOperating performance 08

Financial performance 09 Non-financial performance

Purpose statement 12

Business model 14

CSR 16

Trends 18

11

P.20

Strategy

Incubator andomnichannel platform for retailers 20 Leader in the sustainable transformation of local regions 26 Breaking new ground 32

P.38

Outlook and Governance

Outlook 40 Teams 41

Board of Directors and Committees 42 Executive Committee

Integrated report

06

About this Report

44

Carmila has produced this Integrated Report for all its stakeholders: investors, tenants, retailers, customers and employees, as well as institutional and local partners. It reflects our determination to progress and our desire for transparent communication. It also sets out to provide - as part of a close, trust-based relationship with each stakeholder - a comprehensive overview of the Group, focusing on its governance, challenges, sustainable growth strategy, prospects and forward-looking vision. Jointly produced by Executive Management and all the divisions making up the Group, it provides the tools needed to understand how Carmila performed in 2021.

Founded by Carrefour and several large institutional investors,

Carmila is constantly innovating to create accessible, scalable shopping centres that meet consumer needs by combining the benefits of both physical and digital retail. They simplify and enhance everyday life for tenants and customers in all our regions.

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