FREY : Universal registration document - 2023

UNIVERSAL REGISTRATION DOCUMENT

2023

including the annual financial report

CONTENTS

INTRODUCTION

FREY - a responsible and pioneering approach	4
Message from Antoine FREY	5
FREY, a history of growth and innovation	6
Key figures	7
Historical Financial Information	8
Group overview as of 31 December 2023	10
1 MANAGEMENT REPORT
Management report to the Ordinary Annual

13 4RELATED-PARTY

TRANSACTIONS225

		General Meeting
	1.1	Company and Group activities
	1.2	Asset portfolio at 31 December 2023
	1.3	Environment and activities
	1.4	Risk factors
	1.5	Capital information
	1.6	Corporate governance
	1.7	Internal control
	1.8	Related-party agreements
2	1.9	Other information
FINANCIAL STATEMENTS

1. Consolidated financial statements at 31 December 2023
2. Statutory Auditors' report on the consolidated financial statements
3. Parent company financial statements of FREY SA
4. Statutory Auditors' Report on the parent company financial statements
5. Pro forma financial information
6. Statutory Auditors' report on the pro forma

• financial information

FREY:

A COMMITTED COMPANY

3.1	Mission report
3.2	Report of the independent third party on the
	verification of the achievement of the social
	and environmental objectives
3.3	Non-financial information
3.4	Limited assurance report by one of the Statutory
	Auditors based on selected consolidated
	non-financial information presented in the
	2023 Universal Registration Document
3.5	Financial risks related to the effects of climate

13
16
33	5
36
48
6154
96

99

99

105

106 AFR

142 AFR

145 AFR

161

164 6166

169

171

215

218

220

4.1

Related-party transactions

226

4.2 Statutory Auditors' special report on

related-party agreements

226

AFR

INFORMATION ON EMPLOYEES
AND PAY POLICY	229
5.1	Information on labour and societal issues	230
5.1	Employment	230
5.2	Change in average salary	232
5.3	Work organisation	232
5.4	Employee relations	233
5.5	Career management and remuneration	233
5.6	Well-being at work	234
5.7	Training	234
5.8	Equal treatment	235
5.9	Promotion of and compliance with the
	provisions of the ILO fundamental conventions	235

ADDITIONAL INFORMATION	237
6.1 Information about the Company	238

6.2 Information from third parties, expert

statements, declarations of interests

242

6.3 Research and development, patents,

	trademarks and licenses	245	AFR
6.4	Material contracts	245

6.5 Person responsible for the Universal

Registration Document

246

AFR

6.6 Statement by the person responsible for the

	Universal Registration Document	246
6.7	Statutory Auditors	247
6.8	Documents available to the public	247
6.9	Cross-reference table	248

change

222

THE ELEMENTS OF THE ANNUAL FINANCIAL REPORT ARE IDENTIFIED IN THE TABLE OF CONTENTS USING THE PICTOGRAM AFR

UNIVERSAL

REGISTRATION

DOCUMENT

2023

including the annual financial report

www.frey.fr

The Universal Registration Document was filed on 22 March 2024 with the French Financial Markets Authority (Autorité des marchés financiers - AMF) in its capacity as the competent authority pursuant to regulation (EU) No. 2017/1129, without prior approval in accordance with Article 9 of said regulation.

The Universal Registration Document may be used for the purposes of a public offer of financial securities or for the admission of financial securities to trading on a regulated market if it is supplemented by an offering circular and, where applicable, a summary of all amendments made to the Universal Registration Document. The documents thus combined shall be approved by the French Financial Markets Authority in accordance with regulation (EU) No. 2017/1129.

This Universal Registration Document, including the Annual Financial Report, is a reproduction of the official version that has been prepared in ESEF format and is available on www.frey.fr.

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 Issue

Pursuant to Article 19 of Regulation (EU) No. 2017/1129, the following information is included by reference in this Universal Registration Document:

• the consolidated financial statements of the Group as at 31 December 2021 and the report from FREY's Statutory Auditors on the said consolidated

●

●

●

financial statements presented in the Chapters "Consolidated financial statements" and "Statutory Auditors' report on the consolidated financial statements" of the Universal Registration Document filed on 25 March 2022 with the French Financial Markets Authority under reference D.22-0153 (the "2021 Universal Registration Document") on pages 113 and 159;

the special report prepared by FREY's Statutory Auditors on the related-party agreements and undertakings for the financial year ended 31 December 2021, which are set out in the Chapter entitled "Related-party transaction" (page 247) of the 2021 Universal Registration Document;

a review of FREY Group's financial position and results for the financial year ended 31 December 2021 taken from the Chapter entitled "Management Report" of the 2021 Universal Registration Document (pages 14-32);

the consolidated financial statements of the Group on 31 December 2022 and the report from FREY's Statutory Auditors on the said consolidated

●

●

●

financial statements presented in the Chapters "Consolidated financial statements" and "Statutory Auditors' report on the consolidated financial statements" of the Universal Registration Document filed on 24 March 2023 with the French Financial Markets Authority under reference D.23-0146 (the "2022 Universal Registration Document") on pages 101 and 141;

the special report prepared by FREY's Statutory Auditors on the related-party agreements and undertakings for the financial year ended 31 December 2022, which are set out in the Chapter entitled "Related-party transaction" (pages 216-217) of the 2022 Universal Registration Document;

a review of FREY Group's financial position and results for the financial year ended 31 December 2022 taken from the Chapter entitled "Management Report" of the 2022 Universal Registration Document (pages 14-30);

the non-included parts of these documents are either irrelevant for the investor or covered in another area in this Universal Registration Document.

Copies of the 2021 Registration Document, the 2022 Universal Registration Document and this Universal Registration Document are available free of charge from FREY, 1 rue René Cassin - 51430 Bezannes, and on the company's website (www.frey.fr), as well as on the website of the French Financial Markets Authority (www.amf-france.org).

UNIVERSAL REGISTRATION DOCUMENT 2023 -3

FREY - a responsible and pioneering approach

The first	The first
French listed company	French property company to adopt
to be B Corp certified	"Société à Mission"
	status

A "Société à Mission" since January 2021, FREY reaffirmed its commitment by obtaining B Corp™ certification, one of the most demanding standards in the world

Our mission statement:

Restoring retail

as a service for the common good

4

- UNIVERSAL REGISTRATION DOCUMENT 2023

www.frey.fr

Message from Antoine FREY

• After a dynamic and challenging year in 2023, FREY remains at the forefront of social and environmental commitment in a constantly changing sector.
  Our commitment is both innovative and exemplary, guided by the deep conviction that retail can be much more than just a business transaction. Through our Mission, which aims to "restore retail as a service for the common good", we reaffirm our commitment to fostering connections between people, breaking down social barriers and boosting the local economy while minimising our environmental footprint.
  FREY is redefining shopping centres by transforming them into multi-functional destinations, adapted to the diverse needs of local communities. Its shopping centres are one of a kind; they are collective, vibrant, fun and friendly spaces, attentive to the well-being of all and respectful of the environment.
  In 2024, with resilience and innovation, we will continue to be pioneers in this movement to transform retail and play an essential role in building the cities of the future, while proudly bearing our values and our commitment. »

ANTOINE FREY,

Chairman and Chief Executive Officer

MESSAGE FROM ANTOINE FREY

UNIVERSAL REGISTRATION DOCUMENT 2023 -5

FREY, A HISTORY OF GROWTH AND INNOVATION

FREY, a history of growth and innovation

2022

FREY rolls out its pan-European strategy with the acquisition of two assets in Spain

Launch of the partnership with CDC Habitat and Banque des Territoires

2020

Acceleration of the Group's CSR strategy

Creation of the FoREY forestry group

2018

1st acquisition in Spain with the Parc Vallès open- air shopping centre in Barcelona

2014

Winner of the development competition launched by the Eurometropolis of Strasbourg

The largest urban and commercial renewal operation ever launched in France

2008

IPO under the REIT tax regime

2023

FREY acquires two major assets: Polygone Riviera in France and Matarnia Park Handlowy in Poland

2021

FREY becomes a "Société à Mission" and obtains B Corp™ certification

Opening of two Shopping Promenade® centres in Claye-Souilly and

Strasbourg

2019

FREY strengthens its presence in the Iberian Peninsula with the acquisition of Algarve Shopping in Portugal

2017

1st Shopping Promenade® opens in Amiens

New concept of eco-friendly and experience driven open-air shopping centres

2013

1st French regeneration of a retail zone at the entrance to a city (Troyes)

1st property company to be awarded HQE Aménagement certification

Creation of the 1st eco-responsible retail park concept

6

- UNIVERSAL REGISTRATION DOCUMENT 2023

www.frey.fr

KEY FIGURES

Key figures

ECONOMIC ASSETS (1)	ANNUALISED RENTS (1)
€2,094.7m +21.9%	€133.8m +33.7%

PROFIT FROM RECURRING	NET PROFIT GROUP SHARE
OPERATIONS

€84.2m	+34.1%	€18.9m	-85.4%

EPRA NAV NTA PER SHARELTV INCLUDING TRANSFER TAX

€32.6	-1.5%	41.0%	+210 bps

PROPOSED DIVIDEND PER SHARE

€1.80 +5.9%

1. O/w €1,999.3 million in value excluding transfer tax for economic assets in operation. The economic assets and annualised rents are detailed in paragraph 1.1.1.5 of the management report.

UNIVERSAL REGISTRATION DOCUMENT 2023 -7

HISTORICAL FINANCIAL INFORMATION

Historical Financial

Information

The quantified data set out below are expressed in millions of euros and have been extracted from FREY SA's consolidated financial statements at 31 December 2023 and 31 December 2022, prepared in accordance with IFRS and certified by the Statutory Auditors.

CONDENSED BALANCE SHEET AT 31 DECEMBER 2023 AND 31 DECEMBER 2022

	Consolidated data - IFRS
ASSETS (in € million)	31/12/2023	31/12/2022
Goodwill	5.9	5.9
Investment property	2,054.0	1,739.0
Equity interests in associates	45.5	17.5
Other non-current assets	35.1	35.7
NON-CURRENT ASSETS	2,140.5	1,798.1
Inventories	62.7	51.1
Cash and cash equivalents	73.0	72.1
Other current assets	119.9	127.5
CURRENT ASSETS	255.6	250.7
Assets held for sale	1.0	1.9
TOTAL ASSETS	2,397.1	2,050.7
	Consolidated data - IFRS
LIABILITIES (in € million)	31/12/2023	31/12/2022
EQUITY	1,116.4	1,053.2
Long-term financial liabilities	1,050.2	826.4
Other non-current liabilities	37.7	44.7
TOTAL NON-CURRENT LIABILITIES	1,087.9	871.0
Short-term financial liabilities	27.4	51.4
Other current liabilities	165.4	75.1
TOTAL CURRENT LIABILITIES	192.8	126.5
Liabilities related to a group of assets held for sale	-	-
TOTAL LIABILITIES	2,397.1	2,050.7

8

- UNIVERSAL REGISTRATION DOCUMENT 2023

www.frey.fr

HISTORICAL FINANCIAL INFORMATION

CONDENSED INCOME STATEMENT AT 31 DECEMBER 2023 AND 31 DECEMBER 2022

	Consolidated data - IFRS
(in € million)	31/12/2023	31/12/2022
Revenue	148.5	124.1
Cost of development invoiced	-1.6	-4.4
Overheads & non-recoverable expenses	-57.0	-52.7
Other income and expenses	0.8	0.3
Taxes and similar payments	-2.5	-1.5
Allocations to and reversals of depreciation, amortisation and provisions	-4.1	-2.9
PROFIT FROM RECURRING OPERATIONS	84.2	62.8
Other operating income and expenses	-3.4	-8.0
Income/expense on disposals of investment properties	-2.1	2.2
Fair value adjustments on investment properties	14.6	38.9
OPERATING PROFIT	93.4	95.9
Share of net profit/(loss) of associates	1.2	3.2
OPERATING PROFIT/(LOSS) AFTER SHARE OF NET PROFIT/(LOSS) OF ASSOCIATES	94.6	99.1
Cost of net financial debt	-23.9	-14.7
Fair value adjustments of financial assets	-40.2	61.0
Income tax	-5.7	-10.1
NET PROFIT/(LOSS)	24.8	135.4
Group Share	18.9	129.4
Net earnings per share (in €) - Group share	0.6	4.6
Diluted earnings per share (in €) - Group share	0.6	4.6

CASH FLOW STATEMENT AT 31 DECEMBER 2023 AND 31 DECEMBER 2022

	Consolidated data - IFRS
(in € million)	31/12/2023	31/12/2022
Cash flow from operating activities	61.0	58.8
Cash flow from investing activities	-267.1	-209.9
Cash flow from financing activities	206.9	138.9
Effect of currency fluctuations on cash and cash equivalents	0.1	-
CHANGE IN NET CASH AND CASH EQUIVALENTS	0.9	-12.2
Cash and cash equivalents - Opening balance	72.0	84.2
Cash and cash equivalents - Closing balance	73.0	72.0

UNIVERSAL REGISTRATION DOCUMENT 2023 -9

GROUP OVERVIEW AS OF 31 DECEMBER 2023

Group overview as of 31 December 2023

PARENT COMPANY SHAREHOLDING STRUCTURE

PREDICA

FONCIERE AG REAL ESTATE*

• With shares held by Louvresses Development II taken into account

SCI PRIMONIAL CAPIMMO

	FIRMAMENT PARTICIPATIONS
			26.5%
	19.8%		12.6%
			CARDIF ASSURANCE VIE
	10.1%		12.3%
			SOGECAP
	7.4%		11.3%
			FLOAT
		FREY

FRANCE

EUROPE

RETAIL DIVISION

RETAIL DIVISION

RETAIL DIVISION

RETAIL DIVISION

RETAIL DIVISION

CSR DIVISION

PORTUGAL RETAIL DIVISION

POLAND RETAIL DIVISION

	100%		100%
	66.7%		100%
	50.0%		50.0%
	62.1%		55%
	5.0%		100%
	100%		100%

	70.0%		100%
	100%		70.0%

PLANNING DIVISION

DEVELOPMENT DIVISION

DEVELOPMENT DIVISION

RETAIL AND URBAN DIVERSITY

DIVISION

MANAGEMENT OF RETAIL ASSETS

DIVISION

MARKETING DIVISION

SPAIN RETAIL DIVISION

SPAIN RETAIL DIVISION

KEY

							including joint
	RETAIL/URBAN		MANAGEMENT OF
FREY	DEVELOPMENT/	MARKETING	CSR		investments
DIVERSITY DIVISION	RETAIL ASSETS
SHAREHOLDING	PLANNING DIVISION	DIVISION	DIVISION
(ASSETS)	DIVISION		excluding joint
							investments

10

- UNIVERSAL REGISTRATION DOCUMENT 2023

www.frey.fr