URD 2024
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Review of the year
1.1 Activity report
In 2024, the environment remained buoyant overall for the retail real estate sector in France, despite a number of uncertainties linked to the geopolitical risks and the unstable national political and fiscal situation. Consumption continued to be fueled by the downturn in inflation, as well as a purchasing power reserve linked to a savings rate that is still higher than its historic average. However, French people’s appetite for consumption is expected to continue to be structured around pricing imperatives. In this context, Mercialys worked to further improve the quality of its network, its accessible retail offering and its rental mix.
Continuing to move forward with the strategy to realign its portfolio, Mercialys sold two centers under 5,000 sq.m in Montauban and Rodez in 2024, as well as four residual lots at the Millau site. Following these operations, the Company’s portfolio comprised 46 sites. 33 assets considered to be strategic (representing 95% of the value) are positioned in four target geographical areas around dynamic cities such as Marseille, Aix-en-Provence, Toulouse, Rennes and Grenoble.
In addition, 2024 was marked by the almost complete rotation of the food operators anchoring Mercialys’ shopping centers. To balance its exposure to this consumption segment and the various operators, in July Mercialys sold four hypermarkets in which it held a 51% interest (49% owned by a fund managed by BNP Paribas REIM), operated by Auchan. These transfers of business operations were completed successfully, reflected directly in average footfall growth of + 7.7% for the shopping centers concerned since the hypermarkets reopened under their new banner.
Based on these stronger fundamentals, footfall (1) in Mercialys’ shopping centers is up + 2.7% for the full year in 2024, compared with the Quantaflow national panel’s growth of + 1.2%, despite the disruption seen during the first half of the year linked to the retailer changes (attrition affecting supplies for the hypermarkets operated by Géant, liquidation sales and closure of the hypermarkets for two to three weeks). This + 150bp outperformance benefiting Mercialys’ sites rises to + 210bp excluding the Brest site, which was impacted by the Géant hypermarket’s closure following the Casino group’s decision during the fourth quarter of 2024.
These renewed visitor flows contributed to sales growth for retailers in the centers of + 2.1% at end-December 2024, significantly outperforming the FACT national index’s + 1.3% increase by + 80bp.
2024 saw a sustained level of rental activity, with Mercialys continuing to work to diversify its retail mix outside the textiles segment, while remaining focused on an accessible offering. Mercialys’ strategy to meet the demand for recurrent consumption is not limited to just spending on food. The Company aims to establish itself as the leading real estate company for accessible retail across all consumption segments.
The appeal of Mercialys’ regional positioning, the effective control over costs charged back to tenants, and the renewal of visitor flows driven by the new food anchors enabled Mercialys to keep its current financial vacancy rate (2) at 2.9% at end-December 2024, stable compared with the end of December 2023. The total vacancy rate is down to 4.1%, its lowest level since 2019 (versus 4.4% at end-2023 and end-June 2024). The Company’s 33 strategic sites show a total average occupancy rate of 98%, representing a frictional level. Commercial vacancies are concentrated primarily on the sites subject to redevelopment and restructuring projects.
The financial results for 2024 reflect the year’s solid operational performance, with invoiced rents up + 0.9% to Euro 179.2 million, benefiting from sustained organic growth, partially offset by the prorata impact of the asset disposals completed in 2024. Organic growth in invoiced rents, up + 3.9%, reflects the impact of indexation for + 4.0% and the contribution by variable rents (+ 0.3%), illustrating the good level of business for retailers. EBITDA came to Euro 147.2 million, down - 1.5% from 2023, factoring in the disposals completed during the second half of 2024. The EBITDA margin remains high at 82.0%.
Net recurrent earnings (NRE) came to Euro 113.1 million, with + 3.8% growth versus 2023, and up + 3.7% to Euro 1.21 per share (3), outperforming the target for at least + 2% versus 2023.
The asset disposals completed, as detailed above, for a net sales price of Euro 135 million on a 100% basis, also helped Mercialys to consolidate its balance sheet positions: the LTV ratio excluding transfer taxes (4) was 38.2% at December 31, 2024 (compared with 38.9% at December 31, 2023), well below the banking covenant level of 55% for the confirmed bank lines. The LTV ratio including transfer taxes came to 35.7% (versus 36.4% at December 31, 2023). The ICR was 5.5x (5) at December 31, 2024, compared with 5.1x at December 31, 2023, significantly higher than the minimum level of at least 2x set by the bank covenants. On October 24, 2024, Standard & Poor’s confirmed its BBB/stable outlook rating for Mercialys. This balance sheet will help drive the resumption of investments in 2025.
The portfolio value came to Euro 2,761 million including transfer taxes, up + 1.3% over 12 months like-for-like and down - 3.9% on a current basis due to the disposals completed in 2024. The appraisal value excluding transfer taxes is up + 1.1% like-for-like, with the positive impact of rental income (+ 3.3%) offsetting the impact of a slight increase in rates.
The EPRA Net Disposal Value (NDV) came to Euro 16.45 per share (6) at end-2024, down - 0.5% over six months and - 3.8% over 12 months.
In view of all of these elements, Mercialys’ Board of Directors will submit a proposal at the General Meeting on April 29, 2025 for a dividend of Euro 1.00 per share, compared with a dividend of Euro 0.99 per share for 2023. The payout corresponds to 83% of 2024 net recurrent earnings. The dividend offers a yield of 6.1% on the NDV of Euro 16.45 per share and 9.9% on the year’s closing price.
This proposed dividend is based on the distribution requirement with the SIIC tax status concerning exempt profits from:
- ● property rental or sub-letting operations (including dividends paid by the subsidiaries subject to the SIIC system), i.e. Euro 0.78 per share;
- ● the distribution of exempt income recorded on the Company’s balance sheet for Euro 0.22 per share.
1.1.1 Portfolio realigned with a food re-anchoring and successful rental diversification, paving the way for reversion potential to be built up again
Portfolio concentrated around dynamic French cities
The Company’s portfolio is made up of 46 sites, including 33 strategic assets located in priority geographical hubs with populations benefiting from the highest standards of living in France or significant levels of tourism. 28 of these 33 shopping centers are leaders or co-leaders in their catchment areas and, with an average size of 30,000 sq.m, they all represent attractive destinations, while limiting the risk of vacancies in the medium term.
Alongside this, four sites (Tours, Dijon-Chenôve, Niort and Saint-André), representing less than 2% of the portfolio value, will be subject to major redevelopments.
Lastly, nine assets represent less than 4% of Mercialys’ appraisal value. They are non-strategic through their geographical or competitive positioning, and will be incorporated into the arbitrage policy over the medium term. This realignment of the portfolio will help optimize the Company’s operating costs and effectively focus its lettings and asset management efforts.
Successful food re-anchoring
2024 was marked by the almost complete rotation of the food operators anchoring Mercialys’ shopping centers.
At end-2024, only the Brest and Niort hypermarkets, owned by Mercialys (51% stake, with a fund managed by BNP Paribas REIM holding 49%), were still rented by the Casino group, with the leases due to expire on June 30, 2027. However, on September 30, 2024, the Casino group voluntarily shut down operations at these two stores without prior notice. Mercialys immediately opened legal proceedings to dispute these closures, while at the same time holding talks with the Casino group regarding the operational development of these hypermarkets, making it possible to work on their reletting, if applicable, which would further strengthen the overall attractive commercial positioning of both sites. However, the Casino group has complied with its quarterly payment schedules, including the fourth quarter of 2024 and the first quarter of 2025.
Alongside this, operations at four hypermarkets that are not owned by Mercialys, but that anchor small centers which it owns (Brive, Aurillac, Valence and Dijon-Chenôve), were also shut down on this same date. In total, these centers represent 1.2% of the Company’s net rental income (excluding mid-size units whose flows are not significantly affected by the large food stores). These four sites are subject to projects or arbitrage operations over time.
At end-2024, the percentage of the Company’s rental income with an economic vision from food retail came to 16.1%, with its breakdown illustrating the groundbreaking partnership developed between Mercialys and all of the main French operators:
Successful rental diversification paving the way for reversion potential to be built up again
2024 saw a sustained level of rental activity, with Mercialys continuing to work to diversify its rental mix outside the textiles segment, while remaining focused on an accessible offering. Mercialys’ strategy to meet the demand for recurrent consumption is not limited to just spending on food. The Company aims to establish itself as the leading real estate company for accessible retail across all consumption segments.
The focus across the portfolio continues to be retailers that are renowned for their accessible pricing, a key catalyst for purchases. This strategy is illustrated by the Angers site, through the leases signed with retailers that are popular with customers, such as Adopt, Made Burger and Fabrique Cookies, further enhancing the high-quality food selection available following the leases signed with Waffle Factory and Amorino in 2023. In Besançon, the center’s accessible retail offering has been further strengthened through the leases signed with Quick and Célio. Similarly, at Toulouse Fenouillet, a site that began work to redevelop its letting potential two years ago, the Company signed leases with the retailers Nocibé, Saint Algue and Cokot, as well as the discount home decoration retailer TEDI, following on from the 14 transactions completed in 2023.
Alongside this, between 2020 and 2024, the personal items segment, an inherently discretionary area of spending, moved from 31.4% to 29.2% of rental revenues. At the same time, the culture, leisure and sports segment saw the strongest progress, climbing from 16% of rental income in 2020 to 19% in 2024. This enabled it to overtake the food retail segment, which Mercialys has deliberately scaled back its exposure to and which now represents 17.3% of rental income (versus 21.6% in 2020). Generating 14.7% of the Company’s rental income versus 12.3% in 2020, the health-beauty segment recorded very strong growth, driven by the successful retailers Adopt, Rituals and Normal.
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1.2 Financial report
Pursuant to regulation (EC) No. 1606/2002 of July 19, 2002, the Mercialys group’s consolidated financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union and applicable at December 31, 2024. These standards are available on the European Commission website at: https://finance.ec.europa.eu/capital-markets-union-and-financial-markets/company-reporting-and-auditing/company-reporting/financial-reporting_en.
The accounting policies set out below were applied consistently to all the periods presented in the consolidated financial statements, after taking into account, or with the exception of, the new standards and interpretations described below.
1.2.1Financial statements
1.2.1.1 Consolidated income statement
(in thousands of euros)
12/31/2024
12/31/2023
Rental revenues
179,534
178,010
Service charges and property tax
(47,639)
(51,079)
Charges and taxes billed to tenants
41,631
45,201
Net property operating expenses
(1,212)
(1,208)
Net rental income
172,314
170,924
Management, administrative and other activities income
3,239
3,078
Other income
2
-
Other expenses
(7,867)
(4,433)
Personnel expenses
(20,526)
(20,169)
Depreciation and amortization
(37,828)
(38,540)
Reversals of/(Allowances for) provisions
(901)
(4,774)
Other operating income
154,721
10,647
Other operating expenses
(161,009)
(30,915)
Operating income
102,145
85,818
Income from cash and cash equivalents
6,727
3,185
Gross finance costs
(51,243)
(38,194)
(Expenses)/Income from net financial debt
(44,516)
(35,009)
Other financial income
947
774
Other financial expenses
(3,472)
(6,085)
Financial expenses
(47,041)
(40,321)
Tax expense
(793)
(495)
Share of net income from associates and joint ventures
2,432
1,727
Consolidated net income
56,742
46,730
Attributable to non-controlling interests
2,983
(6,643)
Attributable to owners of the parent
53,759
53,373
Earnings per share (1)
Net income attributable to owners of the parent (€)
0.58
0.57
Diluted net income attributable to owners of the parent (€)
0.58
0.57
- (1)Based on the weighted average number of shares over the period adjusted for treasury shares:
- Undiluted weighted average number of shares in 2024 = 93,435,731 shares.
- Fully diluted weighted average number of shares in 2024 = 93,435,731 shares.
1.2.1.2 Consolidated statement of financial position
Total assets
(in thousands of euros)
12/31/2024
12/31/2023
Intangibles
3,424
3,144
Property, plant and equipment other than investment property
7,445
5,825
Investment property
1,720,595
1,864,950
Right-of-use assets
14,784
10,615
Investments in associates
40,315
39,557
Other non-current assets
30,604
37,577
Deferred tax assets
1,700
1,614
Non-current assets
1,818,867
1,963,282
Trade receivables
30,766
35,936
Other current assets
27,048
31,902
Cash and cash equivalents
283,653
118,155
Investment property held for sale
0
1,400
Current assets
341,467
187,393
Total assets
2,160,334
2,150,676
Total equity and liabilities
(in thousands of euros)
12/31/2024
12/31/2023
Share capital
93887
93887
Additional paid‑in capital, treasury shares and other reserves
537,179
583,337
Equity attributable to owners of the parent
631,065
677,224
Non-controlling interests
130,957
188,871
Shareholders’ equity
762,022
866,095
Non-current provisions
1,390
1,406
Non-current financial liabilities
1,237,529
1,131,627
Deposits and guarantees
29,424
24,935
Non-current lease liabilities
13,991
9,529
Other non-current liabilities
4,675
4,834
Non-current liabilities
1,287,010
1,172,332
Trade payables
10,916
9,265
Current financial liabilities
50,765
53,037
Current lease liabilities
1,204
1,331
Current provisions
16,644
15,581
Other current liabilities
31,384
32,940
Current tax liabilities
390
95
Current liabilities
111,303
112,249
Total equity and liabilities
2,160,334
2,150,676
1.2.1.3Consolidated cash flow statement
(in thousands of euros)
12/31/2024
12/31/2023
Net income attributable to owners of the parent
53,759
53,373
Non-controlling interests
2,983
(6,643)
Consolidated net income
56,742
46,730
Depreciation, amortization (1) and provisions, net of reversals
31,049
64,054
Calculated expenses/(income) relating to stock options and similar
880
763
Other calculated expenses/(income) (2)
192
5,559
Share of net income from associates and joint ventures
(2,432)
(1,727)
Dividends received from associates and joint ventures
3,687
2,525
Income from asset disposals
13,410
(766)
Expenses/(income) from net financial debt
44,516
35,009
Net financial interest in respect of lease agreements
360
344
Tax expense (including deferred tax)
793
495
Cash flow
149,197
152,987
Taxes received/(paid)
(707)
(569)
Change in working capital requirement relating to operations, excluding deposits and guarantees (3)
8,555
(19,464)
Change in deposits and guarantees
4,489
1,313
Net cash flow from operating activities
161,535
134,267
Cash payments on acquisitions of:
- ● investment properties and other fixed assets
(28,780)
(22,532)
- ●non-current financial assets
(19)
(4)
Cash receipts on disposals of:
- ●investment properties and other fixed assets
131,202
3,964
- ●non-current financial assets
945
3,146
Investments in associates and joint ventures
(1,127)
(6,312)
Impact of changes in scope with change of control
-
-
Change in loans and advances granted
-
-
Net cash flow from investing activities
102,220
(21,740)
Dividends paid to shareholders of the parent company (final)
(92,643)
(89,565)
Dividends paid to shareholders of the parent company (interim)
-
-
Dividends paid to non-controlling interests
(60,897)
(9,780)
Capital increase and reduction
-
-
Other transactions with shareholders
-
-
Changes in treasury shares
(3,408)
(744)
Increase in borrowings and financial debt
518,707
109,000
Decrease in borrowings and financial debt
(422,000)
(192,204)
Repayment of lease liabilities
(1,356)
(1,231)
Interest received (4)
21,102
17,880
Interest paid
(57,762)
(43,727)
Net cash flow from financing activities
(98,257)
(210,371)
Change in cash position
165,498
(97,844)
Net cash at beginning of period
118,155
215,999
Net cash at end of period
283,653
118,155
- ●of which cash and cash equivalents
283,653
118,155
- ●of which bank overdrafts
-
-
(1) Depreciation and amortization exclude the impact of impairments on current assets
(2) Other calculated expenses and income mainly comprise:
● discounting adjustments to construction leases
(197)
(207)
● lease rights received from tenants and spread over the firm term of the lease
200
2,920
● deferred financial expenses
666
648
● interest on non-cash loans and other financial income and expenses
(758)
2,024
(3) The change in working capital requirement breaks down as follows:
● trade receivables
5,170
(7,462)
● trade payables
1,651
(4,646)
● other receivables and payables
1,734
(7,356)
Total working capital requirement
8,555
(19,464)
(4) Primarily comprising interest received on debt hedging instruments in accordance with IAS 7.16.
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1.3 Real estate portfolio
1.3.1 Portfolio valued at Euro 2,761.2 million including transfer taxes at December 31, 2024
1.3.1.1Experts and methodology
The shopping centers owned by Mercialys are appraised by experts in accordance with the Royal Institution of Chartered Surveyors (RICS) Code of Ethics, appraisal and valuation standards, using the fair value appraisal methods recommended by the 1998 Property Appraisal and Valuation Charter and the 2000 report published by the joint working group of the Commission des Opérations de Bourse (COB) and the Conseil National de la Comptabilité (CNC) on property asset valuations for listed companies.
Mercialys also complies with the Code of Ethics for French REITs (Sociétés d’Investissement Immobilier Cotées - SIIC) in terms of the rotation of appraisers. In accordance with the AMF recommendations concerning the rotation of real estate appraisers, Mercialys launched a call for tenders in 2024 covering 12% of the assets to be valued. This followed the call for tenders issued in 2022, covering 83% of the assets to be valued. This led to the appointment of new appraisers, which began working during the second half of 2024. The appraisers’ fees are determined based on the number and size of the assets to be valued when signing the three-year contract.
All of the assets in Mercialys’ portfolio have been valued, with those undergoing full appraisals subject to town planning surveys, market and competition studies, and site visits. In accordance with the 2000 COB/CNC report, two methods have been used to determine the fair value of each asset:
- ●first, the capitalization of income method, which involves taking the rental income generated by the asset and dividing it by a yield rate for similar assets, taking into account the actual rent level versus market levels;
- ●second, the discounted cash flow (DCF) method, which takes account of expected annual changes in rental incomes, vacancies, and other factors such as expected letting periods and the investment expenses covered by the lessor.
- ●a risk premium and a real estate market liquidity premium; as well as
- ●potential risk premiums for obsolescence and rental risk.
As of December 31, 2024, the appraisals were carried out by five independent appraisers: BNPP Real Estate Valuation, BPCE Expertises Immobilières, Catella Valuation, Jones Lang LaSalle Value & Risk Advisory, and CBRE Valuation. As of June 30, 2024, the appraisals were carried out by the following five appraisers: BNPP Real Estate Valuation, BPCE Expertises Immobilières, Catella Valuation, Cushman & Wakefield Valuation and CBRE Valuation.
◗ Breakdown of valuations per appraiser
Mercialys’ portfolio value came to Euro 2,761.2 million including transfer taxes, down - 4.1% over six months and - 3.9% over 12 months. Like-for-like (20), it is up + 0.9% over six months and + 1.3% over 12 months. Excluding transfer taxes, the portfolio value was Euro 2,583.7 million, down - 4.3% over six months and - 4.0% over 12 months. Like-for-like (1), it is up + 0.7% over six months and + 1.1% over 12 months.
The average appraisal yield rate was 6.65% at December 31, 2024, compared with 6.68% at June 30, 2024 and 6.61% at December 31, 2023.
Note that the valuation of Mercialys’ portfolio is determined based on a “sum of the parts” approach. In other words, the total valuation is equal to the sum of the individual valuations of each asset, whether this is determined using the capitalization of income method or the DCF approach. The valuation of each asset presents its own underlying assumptions in terms of rental growth, investment, capitalization and discount rates.
This makes it difficult to reconstruct underlying average valuation assumptions at consolidated level. Matters are further complicated by the fact that appraisers do not always use strictly identical valuation methodologies, and the weighting criteria used when compiling the underlying assumptions for individual valuations may cause the results to vary significantly.
In the interests of transparency and accuracy, Mercialys approached its two main real estate experts, BNP Paribas Real Estate and BPCE Expertises Immobilières, for guidance on this point. These companies, which respectively appraise 33% and 31% of Mercialys’ assets by number, stated that they applied a compound annual growth rate (CAGR) of net rental income including indexation of + 2.7% for BNPP and + 3.1% for BPCE between 2025 and 2034.
1.3.1.2Real estate appraisal report prepared by Mercialys’ independent valuers
Introduction
- ●BNPP Real Estate Valuation;
- ●Catella Valuation;
- ●CB Richard Ellis Valuation;
- ●Jones Lang LaSalle Value & Risk Advisory;
- ●BPCE Expertises Immobilières,
Number of assets
Potential rent
Fair value excluding transfer taxes
Fair value including transfer taxes
BNPP Real Estate Valuation
17
€101.5m
€1,592.9m
€1,702.0m
Jones Lang LaSalle Value & Risk Advisory
5
€8.2m
€78.0m
€83.3m
Catella Valuation
12
€16.2m
€167.3m
€178.9m
CB Richard Elis Valuation
1
€9.2m
€117.3m
€125.4m
BPCE Expertises Immobilières
16
€55.5m
€705.2m
€754.0m
of which undivided share
€7.0m
€77.0m
€82.3m
BPCE Expertises Immobilières
16
€48.6m
€628.2m
€671.6m
Total
51
€183.6m
€2,583.7m
€2,761.2m
General background to the appraisal
Background and instructions
In accordance with the instructions given by Mercialys (the “Company”), set out in the valuation contracts signed between Mercialys and the Appraisers, we have estimated the value of the assets owned by the Company reflecting the manner in which they are owned (full ownership, construction lease, etc.). This condensed report, which summarizes the conditions for our work, has been written in order to be included in the Company’s Registration Document. The appraisals were conducted locally by our expert teams and were reviewed by the pan-European teams of Appraisers. To determine the market value for each asset, we considered real estate transactions at European level, as well as domestic transactions. We confirm that our opinion of market value has been revised in light of other appraisals carried out in Europe, so as to ensure a consistent approach and to take into account all transactions and information available on the market. The valuations are based on the discounted cash flow method or the yield method, which are regularly used for assets of this kind.
Standards and general principles
We confirm that our valuations were conducted in accordance with the corresponding sections of the Code of Conduct from the 8th Edition of the RICS Valuation Standards (the “Red Book”). This is an internationally accepted basis of appraisal. Our valuations comply with IFRS accounting standards and the standards and recommendations published by the IVSC. The appraisals were also prepared in light of the AMF’s recommendations concerning the presentation of valuations of listed companies’ real estate portfolios, published on February 8, 2010. They also take into account the recommendations made in the Barthès de Ruyter report on the valuation of the real estate portfolios of listed companies, published in February 2000. We certify that we prepared our appraisal as independent external appraisers, as defined in the standards from the Red Book published by RICS.
Target value
Our valuations correspond to market values and were presented to the Company in terms of value excluding rights (after deducting transfer duties and costs) and including rights (market value before any deduction of transfer duties and costs).
Conditions
Information
We asked the Company’s management to confirm that the information provided to us relating to the assets and tenants is complete and accurate in all material respects. Consequently, we considered that all of the information known to the Company’s employees and which could affect the value, such as operating expenses, work undertaken, financial items including doubtful receivables, variable rents, current and signed lettings, rent-free periods, as well as the list of leases and vacant units was made available to us and is up to date in all material respects.
Surface area of assets
Environmental analyses and soil conditions
We were not asked to perform a study of soil conditions or an environmental analysis and we did not investigate past events to determine whether the soil or structures of the assets are, or have been, contaminated. Unless indicated otherwise, we assumed that assets are not, and should not be, affected by soil contamination and that the condition of the land does not affect their current or future use.
Urban planning
We did not study the building permits and assume that the properties have been built and are occupied and used in compliance with all necessary authorizations and are free of any legal recourse. We assumed that the assets comply with legal requirements and urban planning regulations, particularly as regards structural, fire, health and safety regulations. We also assumed that any extensions currently under construction comply with urban planning regulations and that all the necessary authorizations have been obtained.
Land titles and rental status
We have based our assessments on the rental position, summaries of additional revenues, non-recoverable charges, capital projects and the business plans provided to us. In addition to what is already mentioned in our reports for each asset, we assumed that ownership of the assets is not subject to any restrictions that would prevent or hinder their sale, and that they are free of any restrictions and encumbrances. We did not read the land titles for the assets and we accepted the rental and occupancy statements or any other relevant information communicated to us by the Company.
Condition of the assets
We noted the general condition of each asset during our visits. Our assignment does not include technical aspects concerning the structure of buildings. However, we indicated in our report any signs of poor maintenance observed during our visit, if applicable. The assets were appraised on the basis of information provided by the Company, according to which no hazardous materials have been used in their construction.
Taxation
Our valuations do not take account of any costs or taxes that may be incurred in the event of an asset being sold. The rental and market values provided do not include value added tax.
Confidentiality and publication
Lastly, in keeping with our usual practices, we confirm that our appraisal reports are confidential and intended solely for the Company. No liability is accepted in relation to third parties, and neither the appraisal reports as a whole nor extracts from these reports may be published in a document, declaration, circular or communication with third parties without our written agreement, covering both the form and content in which they may appear. In signing this condensed report, each expert does so on their own behalf and exclusively for their own expert appraisal work.
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Corporate Social Responsibility
Mercialys firmly believes that the consideration of environmental, societal and social issues is a major differentiating factor and creator of long-term value. It has made this an integral part of its corporate strategy. This is reflected in the day-to-day implementation of responsible and ethical management of all its owned and managed assets. This chapter sets out in detail its strategic Corporate Social Responsibility (CSR) projects, its policies and action plans implemented, as well as its results.
2.1Sustainability risks and opportunities covered by Mercialys’ CSR strategy
2.1.1CSR governance designed to effectively manage risks and opportunities and ensure the successful implementation of the strategy
The management of CSR risks is an integral part of Mercialys’ risk management process. As at the end of December 2024, the Risks Prevention Committee (RPC) is composed of Senior Management, the Director of Human Resources, the Head of Internal Control, the CSR Director and the Ethics and Compliance Director. This RPC is responsible for:
- 1.identifying the risks facing Mercialys;
- 2.identifying and assessing the procedures in place;
- 3.implementing a plan to supplement and optimize risk management;
- 4.organizing the oversight and proper application of procedures.
The 49 risks identified by the RPC are divided into 8 categories, one of which is dedicated to environmental, social and societal risks. All risks are then assessed annually according to their impact and probability of occurrence. Probability of occurrence assesses the possibility that a risk will materialize at least once, in the short, medium and/or long term. The impact quantifies consequences that may be:
- ●either financial (change in funds from operations (FFO) or net asset value);
- ●or an obstacle to the continued deployment of the Company’s strategy and operations;
- ●or reputational (importance given by stakeholders or media impact).
CSR risks were assessed using this scale, based on the results of the stakeholder consultation conducted in 2020, prior to the definition of the CSR strategy.
Each year, the RPC reports on its work to the Company's Audit, Risks and Sustainable Development Committee (ARSDC).
The Board of Directors as a whole approves the key stages of the CSR strategy, as well as the associated objectives. It examines any changes, such as those that could impact the carbon roadmap. Directors have access to the expertise of Mercialys’ teams and sustainability rating agencies. They can also benefit from training and/or awareness-raising sessions on CSR issues. Following two training sessions on climate change delivered in 2023, the Mercialys directors were trained in cybersecurity in 2024. In addition, in 2024, the members of the ARSDC benefited from talks by Axa Climate about the carbon roadmap, as well as from Deloitte on the implementation of the CSRD (Corporate Sustainability Reporting Directive), the main analyses of which were sent to the Board of Directors. For more details on the training provided to the directors, please refer to Chapter 4. § 4.1.4, p. 240 et seq.
To prevent, mitigate and reduce CSR risks while managing the objectives of its CSR strategy 4 Fair Impacts for 2030 presented in the table in § 2.1.2, the Company has set up a dedicated governance. It is cross-functional, in conjunction with the operational departments at Company level and broken down by asset.
Supervising cross-functional projects
The integration of CSR at Mercialys is based on solid governance involving Senior Management, the governance bodies and the operational teams.
The CSR team, whose role is to implement the Company’s CSR strategy, reports to the Deputy Chief Executive Officer, proving that the integration of CSR issues is at the heart of the corporate strategy. Human Resources development issues such as the implementation of Mercialys’ diversity and inclusion policy are the responsibility of the Human Resources Department.
The Deputy Chief Executive Officer, in charge of CSR, and the Director of Human Resources, responsible for social issues, are both members of the Company’s Executive Committee, which is responsible for defining and monitoring the Company’s strategy.
The CSR strategy, risks and opportunities are regularly assessed, validated and reviewed by the Company’s various governance bodies.
The Board of Directors is kept informed of the implementation of the CSR strategy and the achievement of the associated criteria at least annually and oversees the management of CSR issues by the Company through its three specialized committees:
- ●the Audit, Risks and Sustainable Development Committee (ARSDC), which assesses CSR risks and opportunities, examines and validates the CSR strategy, checks on its progress once or twice a year, supervises the process for preparing sustainability information and reviews the Company’s Statement of Non-Financial Performance (SNFP);
- ●the Sustainable Investment Committee (SIC), which takes into account CSR aspects when reviewing strategic projects (disposals, acquisitions, growth strategy, etc.);
- ●the Appointments, Compensation and Governance Committee (ACGC), which oversees the Company's workplace diversity, equality and equal pay policy, sets the ESG (environmental, social and governance) performance criteria related to senior management compensation, and considers CSR aspects in its recommendations for the appointment / reappointment of directors.
Stéphanie Bensimon is the director responsible for monitoring the CSR approach. In 2024, she reported on her duties to the Board of Directors, presenting her conclusions and potential ways to optimize the Company’s overall approach to CSR.
For more details on the roles of the various bodies and their interactions in terms of CSR, see Chapter 4. § 4.1.6 p. 250 et seq. and the diagram below.
The integration of CSR at Mercialys is also based on the definition of quantified annual objectives, engaging both executives and employees, in order to measure the progress made in concrete terms.
Thus, the Company's Chief Executive Officer and the Deputy Chief Executive Officer have 30% of their annual variable compensation indexed to the Company’s CSR performance. In addition, sustainability criteria also represent 30% of their long-term compensation. For 2024, the criteria used are as follows: progress made in the implementation of 4 Fair Impacts for 2030, professional gender equity, greening of financing and compliance with the Company’s carbon roadmap. For more information, please see Chapter 4. § 4.2.2, p. 259 et seq.
As all Mercialys employees are involved in the successful implementation of this strategy, they all also have an individual CSR objective in their annual variable compensation. This represents at least 10% of this compensation and is specific to their roles, quantitative for senior staff and qualitative for other categories of employees.
At the end of 2024, 100% of the Company’s bank credit lines included CSR performance objectives, for a cumulative amount of Euro 385 million. The margins of these credit lines are indexed to the average score in part 2 of the BREEAM In-Use environmental certification and to the achievement of the greenhouse gas emission reduction objectives, on scopes 1, 2 and 3, proving Mercialys’ commitment to combating climate change. The Company benefits from a reduction in the margin in the event of compliance with these commitments. Otherwise, an increase in this margin is applied. Since 2021, the first year of implementation of this mechanism, Mercialys has continued to benefit from this margin reduction thanks to the achievement of its objectives.
Acting at the asset level
In order to steer the CSR strategy at asset level, the Company’s 4 Fair Impacts for 2030 objectives have been broken down by asset, to be relevant to the operational reality. In order to plan the actions to be implemented to achieve these objectives, to phase them in over time, to forecast the budgets to be allocated and to monitor them, CSR roadmaps have been drawn up for each center. They were developed jointly by the Asset Management Department, the Center Management Department, the property manager, and the CSR team. They are adapted to the specificities of each site. In addition, during the annual reviews of the business plan by asset, the center directors and asset managers present the progress of the 4 Fair Impacts for 2030 CSR strategy to Senior Management.
To ensure their implementation and to detect any malfunctions as early as possible, a dedicated IT tool facilitates the monitoring, analysis and steering of key CSR performance indicators. It is accessible to all relevant departments as well as to external property managers. At operational level, the Mercialys employees responsible for shopping center management have access to key performance indicators for energy and water consumption and waste recovery at the centers. These KPIs make it possible to compare assets using different analysis criteria: in absolute value, in relative value compared to activity data, and between centers in the same geographical area, compared to the previous period. Some of the operating problems of the centers are thus identified, enabling them to be corrected quickly, while sharing the best practices already implemented.
◗ CSR governance
Mercialys relies on an integrated value chain, linking its upstream partners to its downstream stakeholders. All of the Company’s internal departments contribute to the creation of sustainable value. Real estate development is also a strategic lever to respond to the Company’s growth challenges and investor expectations, as illustrated in the diagram below.
◗ Company value chain
-
2.2For our environment
Because the construction sector generates 23% of French greenhouse gas emissions(2) and global warming represents physical and transition risks for Mercialys’ portfolio, the real estate company is committed to contributing to carbon neutrality by:
- ●pursuing a very ambitious policy to reduce greenhouse gas emissions validated by the Science Based Targets initiative (SBTi);
- ●reducing the pressure that the Company exerts on natural resources.
2.2.1Aim for net zero carbon emissions
The effects of climate change are materializing, including in France, with 2024 being particularly affected by extreme weather events including heat waves, cyclones, floods, etc. Taking action to mitigate climate change and adapting assets and the operation thereof are key challenges for Mercialys. Mercialys’ Risks Prevention Committee (RPC) has identified and characterized the Company’s risks and opportunities associated with the effects of climate change. It is also transparent about its climate risks, in accordance with the 11 recommendations of the international working group Task Force on Climate-related Financial Disclosure (TCFD) (see p. 117 et seq.) and by responding publicly each year to the Carbon Disclosure Project (CDP) since 2017.
Adapting to the effects of climate change
In order to ensure the resilience of its portfolio, particularly regarding the physical consequences of climate change, Mercialys has identified the current climate risks most likely to affect its assets. Within the framework of its RPC, the Company has mapped the natural risks facing its assets: flooding, forest fires, risk of marine submersion, landslides, clay swelling, mining, seismic activity, and avalanches. 58% of its assets are affected by a Natural Risk Prevention Plan (NRPP), mainly related to the risk of flooding.
Taking things one step further and adopting a forward-looking perspective, Mercialys has commissioned detailed studies to assess the physical risks associated with climate change for each asset and to determine the asset’s vulnerability and resilience to these hazards. These studies comply with the criteria defined in Appendix A of Regulation (EU) 2020/852, known as the Taxonomy Regulation (see Appendix 1 p. 110). They help to identify the priority hazards for each asset and to determine the relevant climate change adaptation actions, to be included in multi-year work plans.
The Company has assessed 91% of its portfolio with regard to the following hazards: heat wave, drought, shrinkage and swelling of clays, forest fires, average rise in temperatures, flooding / rainfall, storms, marine submersion, coastal erosion, earthquakes and ground movement, cyclones, hurricanes and typhoons and cold waves. The studies analyzed the risks under the RCP 4.5 and RCP 8.5 scenarios of the Intergovernmental Panel on Climate Change (IPCC) and across two time horizons (30 and 50 years), so as to take into account the life span of a building. These scenarios correspond respectively to the implementation of measures to stabilize greenhouse gas emissions at around double pre-industrial levels, and to the Business As Usual scenario. For more information on the scenarios, see the table below.
The results show that Mercialys’ assets are mainly affected by heat waves, the average temperature rise and drought. The priority issues to be taken into account therefore relate to the insulation of buildings, the size and operation of heating and air conditioning systems and the monitoring of the building's structure.
In addition, Mercialys has also assessed the transition risks related to climate change for 34% of its portfolio. These detailed studies enable the identification of the potential impacts of regulatory, economic and technological changes related to the low-carbon transition, in order to anticipate challenges, adapt strategies and seize opportunities to ensure the resilience and sustainability of assets.
Contribute to planetary carbon neutrality
The graph below shows the breakdown of Mercialys’ greenhouse gas emissions according to the 15 categories of the GHG Protocol, offering a detailed overview of the Company’s carbon footprint and the main sources of emissions across its value chain.
◗ Carbon footprint - location-based
By having its carbon roadmap certified by the Science Based Targets initiative (SBTi) since 2019, the Company is directly aligning its actions with the Paris Agreement. It contributes to the collective effort to limit the average rise in global temperatures to well below 2 °C compared with pre-industrial temperatures.
In order to define its objectives to fight climate change submitted to the Science Based Targets initiative (SBTi), Mercialys studied three scenarios, over several timeframes between 2022 (5 years) and 2050:
- ● the Business As Usual (BAU) scenario, estimating the change in Mercialys’ emissions if its efforts remained at the level of the time;
- ● the Sectoral Decarbonization Approach (SDA) scenario of the real estate sector, making it possible to remain below a 2 °C increase (RCP 2.6 scenario of the IPCC Fifth Assessment Report);
- ● the scenario chosen by Mercialys, which leads to measures to reduce the emissions identified by the Company and limits the increase in global temperatures to Well Below 2 °C, the most ambitious category at that time(3).
The various scenarios, the roadmap defined by Mercialys and the results obtained are shown in the graph below.
◗ Mercialys carbon roadmap approved by the SBTI
Aware that the fight against climate change goes beyond its scope of direct responsibility, Mercialys has set itself targets both for the energy consumption of the parts of its assets under its direct management and for refrigerant leaks from its air conditioning systems (scopes 1 and 2), as well as its carbon footprint extended to third-party stakeholders (scope 3). As such, Mercialys’ climate strategy is based on four objectives covering the period between 2017 and 2030:
- ● reducing emissions related to energy consumption at its centers (scopes 1 and 2) by 47% per sq.m., using the market-based method (4);
- ● reducing emissions from tenants’ energy consumption by 46% per sq.m.;
- ●reducing emissions from employee travel by 26%;
- ●reducing emissions related to the treatment of waste produced by the centers by 26% per metric ton of waste produced.
The Science Based Targets initiative approved these objectives in 2019, making Mercialys one of the first commercial real estate companies to have its objectives scientifically approved. In 2024, Mercialys worked to redefine its carbon roadmap to make it more ambitious and compatible with the carbon neutrality objectives of 4 Fair Impacts for 2030. The Company waited for the release of the Net Zero Initiative for the real estate sector at the end of the year to submit its objectives for certification in early 2025. According to the new sectoral approach, unveiled in September 2024, the Company is now committed to an objective of reducing its emissions under a Whole Building Approach. This means that its commitment covers both the energy consumption of the common areas of its centers and also the energy consumption of its tenants, a sign of Mercialys’ desire to involve its main stakeholders in its approach to fighting climate change. With this in mind, two additional targets relating to scope 3 have been added: one on emissions associated with waste management, and one relating to emissions linked to work carried out at its centers.
The Company has also drawn up its transition plan at asset level in order to identify levers for action, quantify them and phase them in over time. Collaborative work between the CSR Department, center management and asset management will be carried out in 2025 to roll out this transition plan at the level of each asset in accordance with local specificities and actions already carried out or in progress.
Continuing its actions on scopes 1 and 2
In order to achieve its 2030 objectives for scopes 1 and 2, Mercialys’ strategy is based on four areas:
-
1.Reduce
the energy consumption of its centers by using the following levers:
- ● the modeling of shopping centers’ energy consumption, free from the impact of unexpected events (e.g. a breakdown) and external influencing factors (e.g. weather, occupancy), is used to identify optimization measures and the investment required to improve assets’ energy performance. All Mercialys assets have been the subject to such a study;
- ● the implementation of remote meter reading at 86% of sites. This system makes it possible to measure in real time the energy consumption of the sites by use and to analyze consumption by cross-referencing it with activity data such as shopping center opening hours or footfall. Alerts are automatically sent in the event of abnormal consumption so that certain management anomalies can be quickly corrected. This measurement and alert system also makes it possible to monitor water consumption and indoor air quality parameters (CO2, temperature, humidity, fine particles and VOCs);
- ● the steering and supervision of facilities through Building Management Systems (BMS) at 96% of Mercialys’ assets, in particular to manage the operating time slots of the facilities and to regulate temperatures. In 2024, Mercialys had 58% of its centers audited to assess whether improvements could be made in order to achieve ever greater energy savings. Following these audits, work programs were validated for 27% of its sites.
- In addition, the Company continued its BMS deployment program by installing these systems in the remaining 4% of its unequipped assets.
-
In
addition, the Company has continued to implement the sobriety plan put in place in 2022 to
contribute to the national effort to save energy. It is based on the following key measures:
- ● lowering heating and air conditioning temperatures to 17°C in winter and 26°C in summer,
- ● limiting heating at night to the bare minimum,
- ●switching off of general lighting and signs one hour after the last store closes,
- ●adjusting the air flow rates of ventilation systems,
- ● shutting down hot water tanks,
- ● reducing the light intensity of advertising screens and large display walls.
- ●improving the maintenance of certain equipment, in particular HVAC (heating, ventilation, air conditioning). Thus, in 2024, Mercialys modified the specifications of its maintenance contract to move from a curative maintenance approach to preventive maintenance, and from an obligation of means to an obligation of results in terms of energy performance. This new contract will be used for the launch of a call for tenders on HVAC maintenance in 2025;
- ●multi-year work plans for the installation of energy-efficient equipment, such as LED relamping for lighting;
- ●improving the insulation of its sites, in particular by taking advantage of the repaired waterproofing of its sites to improve the overall insulation performance of the building such as at La Galerie Chateaufarine, where insulation with a higher thermal resistance coefficient was selected.
- All these actions have helped reduce the energy consumption per square meter of the Company’s shopping centers every year, achieving a reduction of 35% between 2017 and 2024.
- 2. Use less carbon-intensive energy to operate the shopping centers
- In 2024, 40% of Mercialys’ sites were supplied exclusively with green electricity. Mercialys is also able to reduce its carbon footprint with the development of self-produced renewable energy. For example, in 2024, La Galerie Cap Costières in Nîmes produced and consumed 307 MWh of electricity from solar energy thanks to photovoltaic units installed around the main building. This represents 41% of this center’s annual electricity consumption.
- In addition, in 2024, Mercialys launched a study examining the potential in this area, to define its strategy for installing photovoltaic panels across the portfolio. This study helped to identify the potential of each site and to determine the most relevant recovery plan to implement.
- In addition, when replacing HVAC equipment, the use of equipment that uses less carbon-intensive energy is preferred. For example, the heating and air conditioning equipment at La Galerie - Le Phare de l’Europe shopping center that used gas has been replaced by equipment powered by electricity, with a much lower carbon impact.
- At the end of 2024, 58% of the energy consumption of Mercialys centers came from renewable sources, and 69% of the electricity consumed by Mercialys centers in mainland France was from renewable sources;
- 3. Replace leak-prone air conditioning systems with new units that run on refrigerants with a lower global warming potential (GWP, i.e. the level of contribution to the greenhouse effect). Mercialys checks its facilities regularly and monitors refrigerant leaks on a monthly basis. Its overall leak rate in 2024 was 1.3%, well below the national average, which is 9%. At the same time, Mercialys is exploring less-polluting alternatives to conventional refrigerants. All of these factors are an integral part of Mercialys’ refrigerant replacement strategy.
- 4.As a last resort, Mercialys may have to offset its incompressible residual emissions. It has not yet resorted to this option.
Mercialys has assessed the impact of the measures it has implemented, as well as external factors, to analyze the factors used to reduce its carbon emissions (see graph below).
◗ Change in SCOPE 1 and 2 carbon emissions
As such, the reduction in greenhouse gas emissions since 2017 is linked to action taken by Mercialys, whether in day-to-day management or investments. Thanks to these actions carried out over many years, Mercialys is ahead of its carbon roadmap for its scopes 1 and 2, as shown in the graph below.
◗ Carbon intensity scopes 1 and 2 per sq.m.
Enhance the approach by integrating scope 3
Meeting reduction commitments for scope 3 items involves the cooperation of all Mercialys’ stakeholders. Its main levers for involving the shopping centers’ tenants, employees and service providers are:
- ●working with retailers to reduce their energy consumption. For the past five years, retailers’ consumption has been logged for incorporation into the Company’s action plans and to provide them with comparative information useful for their operations (average energy consumption per square meter by type of activity, for instance, see p. 95). This work should also be amplified as part of the Tertiary Eco Energy System (DEET), which provides for cooperation between the lessor and the lessee to improve the overall energy efficiency of the building;
- ●advising tenants on their low-carbon electricity purchases;
- ●raising employees’ awareness of their business travel’s carbon impact. All employees are equipped with videoconferencing tools, widely used and the preferred option since 2020. The practice of teleworking, in place at Mercialys since 2017, is widespread (see p. 109 et seq.). In addition, the Company car leasing policy has been reviewed and now favors hybrid vehicles;
- ●working on the end-of-life treatment of the waste produced by the shopping centers. In conjunction with the waste collection services, Mercialys is seeking to optimize waste sorting and select the most energy-efficient outfalls in terms of carbon impact. These aspects were the subject of particular attention during the call for tenders conducted in 2023 (see p. 91).
SBT 2017-2030 objective
2024
2023
2022
2021
2020
2017
Change 2017-2024
Scopes 1 and 2
Energy for common areas and general services
(in kgC02eq./sq.m.)
- 47%
13.7
15.3
4.5
16.2
20.0
23.3
- 41%
Scope 3
Energy consumed by tenants
(in kgCO2eq./sq.m.)
- 46%
62.4
52.8
54.0
51.0
62.7
51.5
+ 21%
Employee travel
(in tCO2eq.)
- 26%
129.6
157.7
248.4
206.9
188.7
289.0
- 55%
Waste management
(in tCO2eq./metric ton)
- 26%
0.165
0.167
0.170
0.172
0.175
0.280
- 41%
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2.3For our stores
Because retail is undergoing major changes, notably driven by a need for proximity and meaning, Mercialys is committed to promoting more responsible retail by:
- ●offering its customers a range of more sustainable and ethical products and services in its certified centers;
- ●committing to its tenant retailers through a “responsible landlord tenant” pact.
2.3.1100% of strategic assets BREEAM In-Use certified
Mercialys uses the international environmental certification BREEAM In-Use as a simple, readable and scalable management tool for the assessment of its assets. This tool is used to support teams in the environmental management of sites. It provides a framework for comparing the assets of a portfolio, identifying best practices and highlighting the teams’ work on a daily basis. Furthermore, certification helps the Company to implement the work necessary to guarantee the resilience of its portfolio, in both environmental and societal terms, by taking into account emerging CSR issues. On the other hand, certified, energy-efficient and resilient shopping centers represent differentiating added value likely to make the centers more attractive to visitors, tenants and investors. Lastly, certification also addresses the issues that need to be considered from the point of view of financial stakeholders, as evidenced by the Euro 385 million cumulative credit lines signed since 2021 that notably include this indicator (see p. 81).
In 2024, Mercialys finalized the migration of its certified portfolio to the new version 6 of the BREEAM In-Use manual. This new version, which is more rigorous than the previous one, strengthens the environmental resilience aspect. All the strategic centers assessed according to this new version were deemed Very Good for the asset management component, and 59% were deemed Excellent. These results demonstrate the daily commitment of the teams to maintaining the Company’s assets in line with the highest environmental standards.
◗ Certification level: asset management
All strategic assets, representing 90% of the portfolio's value, were thus certified at the end of 2024, with an average score of 71% in asset management. These excellent results testify to Mercialys’ maturity and its teams’ commitment to continually improving operational performance.
To ramp up its efforts, Mercialys has rolled out this certification beyond its strategic portfolio and currently covers 96% of its portfolio, as well as assets held in partnership with investors, who thus benefit from this expertise.
-
2.4For our communities
Because Mercialys is deeply rooted in local communities, it is committed to being a major partner to sustainable development, by:
- ●forging special links that create mutual value with local players;
- ●developing mixed-use spaces that generate solid and diversified activities;
- ●supporting local employment through local recruitment and subcontracting and initiatives led by local teams.
2.4.1100% of centers committed to robust regional development
Shopping centers are places where people meet and foster community cohesion. They thus play an active role in the cities where they are located, creating new forms of centrality. Aware of this responsibility, Mercialys places its centers right at the heart of their local ecosystem. They contribute to the economic development of the regions in which they are located, by generating, among other things, local employment.
Supporting jobs in the centers
Mercialys centers host nearly 17,000 long-term jobs that cannot be relocated, generated by site retailers. Indeed, 95% of shopping center jobs in France are permanent contracts, higher than the national average of 85%(11). Mercialys also broadcasts these jobs by publishing job offers from retailers on each center’s website and social media. The Company increased the visibility of 70 job opportunities with its tenant retailers in 2024.
Furthermore, the centers’ day-to-day management requires the involvement of numerous service providers (security, cleaning, etc.). In 2024, nearly 250 jobs were associated with on-site services.
Promoting jobs around shopping centers
The Company is also proactive in its support of employment in its economic regions. Every year, employment initiatives, such as job fairs or job datings are organized at the centers in partnership with local or national brands and recruitment agencies. The shopping centers provide these businesses with spaces to more widely advertise their job vacancies. They may be tenants of the shopping center looking to recruit, or companies outside the center, present in the local region. For example, the Job Bus (Bus de l’Emploi) was hosted at La Galerie La Valentine shopping center, to help promote local recruitment.
Another example is La Galerie Espaces Fenouillet, which has a job information unit (Relais Information Emploi). This is a service offered by the Fenouillet town council, the Pôle emploi jobs center and the CBE ("Comité de bassin d’emploi nord 31"). The units hosts workshops as well as providing information for jobseekers, employees and students as well as for companies looking for employees. Individual support is offered, as are collective workshops and local job offers with follow-up and networking.
Boosting regions
In order to revitalize the regions and their stores, Mercialys also signed a national partnership in 2021 with the Initiative France network, the leading non-profit network for financing and supporting entrepreneurs in France. It reflects the reciprocal desire of the two players to support, in close synergy with local authorities, the economic development of the regions by facilitating the creation of businesses. The partnership is then implemented at the local level with each regional branch of the Company’s centers. At the end of 2024, 52% of strategic centers had committed to local Initiative France associations, which is reflected in a number of ways.
First of all, Mercialys brings its expertise by encouraging its center directors to participate in commissions and panels to award financing to local entrepreneurs. As trade experts, they can support and advise them on their projects by analyzing the business plans presented to obtain financing, for example.
-
2.5For our talents
Mercialys firmly believes that strong ethics, combined with strategic, inclusive and dynamic talent management, are sources of wealth and performance for itself and for its stakeholders.
The Company, as a responsible employer, has been committed for several years to an approach based on four pillars:
- ●maintaining a very high level of ethics;
- ●promoting diversity and benefiting from inclusion;
- ●developing skills and enhancing individual potential;
- ●retaining talent and boosting employee engagement.
2.5.1An employer committed to maintaining a very high level of ethics
Clearly-defined business ethics commitments and procedures
Mercialys' commitment to this approach is reflected in its employees' strong involvement in ethics and regulatory compliance. This approach is overseen by the Ethics and Compliance Director, who is also the Company’s Ethics Officer. She reports directly to the Deputy Chief Executive Officer.
In terms of ethics and compliance, the Company’s objective is to reduce its exposure to the risks associated with non-compliance with regulations and thereby contribute to strengthening its reputation and ability to attract and retain employees.
In terms of compliance, Mercialys has structured operational and financial control processes to ensure that all laws and regulations relating to its business are complied with. They apply to the various decision-making chains giving rise to the Company’s engagement with its various internal and external stakeholders. This approach contributes to the mitigation of the Company’s risks, as described in chapter 5 of this Universal Registration Document. In addition to the control procedures, the compliance approach at Mercialys is deeply linked to the concept of ethics, and is regularly explained and reminded to all employees.
The Mercialys Code of Ethics and Code of Conduct reiterates the need to respect the major international fundamental principles, legislation and the environment. This document also formalizes the commitments made and the resulting rules of behavior in all of the Company’s business lines and for all employees.
This charter reiterates that the Company operates exclusively in mainland France and Reunion Island, and that all of its employees work in France, a country that has ratified the eight fundamental conventions of the International Labor Organization (ILO). These regulations therefore apply in particular to the fight against discrimination at work, freedom of association and the recognition of the right to collective bargaining, the elimination of all forms of forced or compulsory labor, and the abolition of child labor.
Mercialys strives to scrupulously comply with these conventions and all ethical regulations applicable to the business world.
Moreover, Mercialys has been a signatory to the UN Global Compact since 2018. This commitment demonstrates its will to respect the ten universal principles relating to human rights, international labor standards, environmental protection and the fight against corruption, and to ensure that its suppliers and subcontractors do likewise.
Mercialys has introduced a Code of Ethics and a Code of Conduct that its employees undertake to respect and uphold in the performance of their duties, for the smooth running of the business.
- ●respect for the environment and the measures implemented to reduce the Company’s environmental footprint;
- ●prevention of conflicts of interests;
- ●fight against money laundering and financing of terrorism;
- ●fight against corruption;
- ●the duty of care;
- ●the oversight of lobbying practices, which is set out in charter dedicated to responsible lobbying;
- ●inside information and prevention of insider trading;
- ●non-financing of political life;
- ●protection of employees’ health and safety;
- ●prevention of discriminatory actions and the right to union representation;
- ●the whistleblowing procedure.
This charter is given to all new employees joining the Company. It is also available on Mercialys’ intranet and website(14), in French and English.
Although Mercialys is not subject to certain provisions of the “Sapin II” Law(15), the Company is committed to controlling the risks governed by this law. Mercialys deals with the risk of corruption in terms of not only compliance with the ethical rules that the Company wants all employees to respect, but also as an operational and financial hazard. As such, the Company conducts continuous checks and dialogue with its various departments.
The challenge is not only to deal with significant financial risks, but to identify behavior to be avoided. The scope of controls carried out by Mercialys to prevent corruption concerns the activities managed on its own behalf, subcontracted activities, as well as the activities managed on behalf of its partners. The aspects of passive and active corruption are addressed by the control procedures put in place.
Specific approaches and procedures to ensure all aspects of the Company’s compliance policy are applied
As Mercialys is a listed company, compliance with stock market regulations is an important issue for all employees. In this respect, a regularly updated Stock Market Code of Ethics is published on the Company’s Intranet site, outlining the regulations applicable to executives, directors, members of the Management Committees, persons closely related to them, insiders and more generally to any other person concerned.
A procedure for the protection of whistleblowers is also in place. Employees are regularly reminded of this procedure, which is also clearly displayed in Mercialys’ head offices, including the measures to improve this protection put in place by the Law of March 21, 2022. It guarantees confidentiality, as required by law, and allows whistleblowers to contact the Ethics Officer directly by telephone or email. The whistleblower is informed in writing of the receipt of their report within seven days. No reports were made via this system in 2024. Employees are also free to ask the Ethics Officer about any issues that they may wish to raise.
Furthermore, with a view to maintaining ethical, well-balanced business relations with retailers, Mercialys has signed the NEGO4GOOD Charter. This charter contains the four fundamental principles of ethical and responsible negotiation.
Responsible lobbying guidelines were also drawn up in 2020. The Director of Operations and External Relations is responsible for lobbying activities and ensures that the influencing strategy does not generate conflicts of interests. In 2024, Mercialys updated this charter in order to align it with its climate commitments (for more information, see Chapter 5, § 5.1.2, p. 305).
In 2024, Mercialys declared two interest representatives to the HATVP (16) at national level. A register of external persons met and the reason for the meetings has been put in place and is regularly updated. The procedure in place takes into consideration the extension of the regulations to actions carried out at local level, applicable since July 1, 2022.
In order to ensure that the Company’s ethics policy is properly understood, Mercialys regularly provides training to its employees on this subject. In 2024, the Company decided to go further by providing employees with three ethics training courses: the first was dedicated to the KYC (Know Your Customer) process, the second focused on the General Data Protection Regulation (GDPR) and the last notably addressed conflicts of interest, corruption prevention and the whistleblowing system. Mercialys also tested its employees’ knowledge at the end of these sessions. The average score obtained in the quizzes was 17/20.
Since 2022, employees sign an annual declaration on the existence or absence of conflicts of interest, in addition to the declaration signed when they join the Company.
Continuation of solidarity actions and partnerships
The Company’s ethical commitments are not limited to its policies and processes: they also extend to numerous solidarity initiatives.
Solidarity, and the partnerships arising therefrom, are an essential pillar of Mercialys’ culture. In 2024, Mercialys renewed its non-profit partnership to promote the professional integration of young people and equal opportunities, with the Article 1 association. This association offers young students personalized educational support from a professional mentor, in order to help them through their integration and professional success, and in particular to find their first job.
In 2024, Mercialys also distributed a share of the apprenticeship tax to Article 1, as well as to Telemaque, a non-profit that works to promote equal opportunities in education by supporting young people from low-income backgrounds from middle school onwards.
In 2024, Mercialys supported the École Henri IV endowment fund, which aims to promote the inclusion of students from modest backgrounds through the financing of scholarships, English internships, cultural activities and digital media.
Mercialys also supports the commitment of its employees to charity work, confident that this type of initiative is likely to promote employee involvement in civil society. This commitment is reflected in its participation in charitable community and sporting events, which the Company supports, such as the “Course de la Jonquille contre le Cancer” charity run held in March 2024. 52 employees took part in the challenge to raise money for the Institut Curie and cancer research. Another such example is the “Foulées de l'Immobilier” race which took place over 10 days in June 2024. In the same spirit, Mercialys employees have the opportunity to show solidarity by donating days of leave to colleagues with a relative (ascendant or descendant) whose health condition requires them to be available for significant periods of time. They can also donate some of the meal vouchers provided by the Company to support work to combat malnutrition and/or help students in difficulty.
-
Appendices
1.European Taxonomy Regulation
The European Taxonomy Regulation (EU) 2020/852 of June 18, 2020 on “the establishment of a framework to facilitate sustainable investment,” known as the EU Taxonomy, aims to define a common framework for the classification of environmentally sustainable activities. Its purpose is to drive investments towards activities contributing to the environmental transition to achieve the objectives defined in the European Green Deal.
Due to its size, Mercialys is not subject to the regulation, but nevertheless assesses its share of turnover, operating expenses and eligible investments aligned with sustainable activities according to the six objectives of the EU Taxonomy.
Mercialys’ activities correspond to the activity eligible under section 7.7 of the Taxonomy “Acquisition and ownership of buildings.” Indeed, the acquisition, transformation and operation of real estate assets, predominantly shopping centers, constitutes Mercialys’ business as presented in the Company’s business model (see p. 8 et seq.). Some of the Company's capital expenditure (CapEx) is used to transform its assets into aligned assets, and thus make a substantial contribution in respect of Activity 7.3 “Installation, maintenance and repair of energy efficiency equipment.”
The data presented corresponds to that in the financial statements, as published in Chapter 1 of this Universal Registration Document for the entire consolidated scope of the Company, as required by the Directive.
The operating expenses (OPEX) to be considered for the purposes of the taxonomy are restrictive and include only: non-capitalized R&D costs, renovation costs for non-capitalized buildings, short-term leases, maintenance and repair and other direct expenses related to the routine maintenance of property, plant and equipment necessary for their proper functioning. Mercialys’ analysis showed that OPEX as defined by the European taxonomy represent less than 5% of the Company’s total OPEX. They are therefore immaterial and are not presented.
Once the Company’s eligible activities have been identified, to be “sustainable” they must make a substantial contribution to at least one of the following objectives while not causing significant harm to others and respecting minimum social standards:
- ●CCM: climate change mitigation: helping to stabilize greenhouse gas emissions in line with the Paris Climate Agreement;
- ●CCA: climate change adaptation: helping to prevent or reduce negative impacts related to the current and future climate;
- ●WTR: the sustainable use and protection of water and marine resources: ensuring the good condition of bodies of water and preventing the deterioration of bodies of water in good condition;
- ●CE: the transition to a circular economy;
- ●PPC: pollution prevention and control;
- ●BIO: the protection and restoration of biodiversity and ecosystems.
Objective
Substantial contribution criterion (Activity 7.7)
Do no significant harm criterion (Activity 7.7)
Analysis of Mercialys’ alignment
Climate change mitigation
For buildings constructed before December 31, 2020
EPC A rating or among the top 15 % of assets at national or regional level
and
With an energy performance measurement and management system
Physical risks related to the climate were identified through an assessment and
Measures are taken (or within 5 years) when risks are identified
- ● Assessment of centers in the top 15% in terms of energy efficiency per sq.m. according to the benchmark defined by Deepki (17) and/or with an EPC A rating
- ● Use of an energy consumption measurement and analysis tool at all of the Company’s sites
- ● In-depth studies of the resilience of each site to climate change
Climate change adaptation
Climate-related physical risks were identified through an assessment
and
Adaptation solutions were put in place
For buildings constructed before December 31, 2020
EPC A, B or C rating
or among the top 30% of assets at national or regional level
- ● In-depth studies of the resilience of each site to climate change, with an appropriate action plan in the event of a major risk
- ● Assessment of centers in the top 30% in terms of energy efficiency per sq.m. according to the benchmark defined by Deepki (1) and/or with an EPC rating of C or higher
Objective
Substantial contribution criterion (Activity 7.3)
Do no significant harm criterion (Activity 7.3)
Analysis of Mercialys’ alignment
Climate change mitigation
Individual measurement(18) from among:
- ●addition of insulation to existing building envelope components
- ●replacement of windows or doors
- ●installation and replacement of energy-efficient light sources
- ●installation, replacement, maintenance and repair of heating, ventilation and air-conditioning systems
- ●installation of low water consumption kitchen and sanitary water fittings
Compliance with established criteria for construction materials and components related to pollution and the presence of chemicals
and
Assessment of the materiality of the risk for the individual measures implemented in assets identified as being the most vulnerable to climate change
- ● Identification of CapEx that falls into one of these categories. The following were carried out in 2024:
- ● Switch to LED lighting in compliance with Directive 2011/65/EU of the European Parliament and of the Council of June 8, 2011 on the restriction of the use of certain hazardous substances in electrical and electronic equipment (OJ L 174, 07/01/2011, p. 88)
- ● Replacement of rooftop systems that contain certain refrigerants in compliance with Annexes I and II of Regulation (EC) No. 1005/2009 of the European Parliament and of the Council
At the same time, the Company must guarantee minimum social standards. It must operate within the framework of the OECD Guidelines for Multinational Enterprises and the United Nations Guiding Principles on Business and Human Rights (including the ILO Fundamental Conventions). As a signatory of the United Nations Global Compact since 2018, Mercialys is committed to respecting and ensuring that its suppliers and subcontractors respect the ten universal principles relating to human rights, international labor standards, protecting the environment and the fight against corruption. The Company has also formalized its commitments in its Code of Ethics and Code of Conduct, signed by all new employees. This charter reiterates that the Company operates exclusively in mainland France, Corsica and Reunion Island, and that all of its employees work in France, a country that has ratified the eight fundamental conventions of the International Labour Organization (ILO). These regulations therefore apply in particular to the fight against discrimination at work, freedom of association and the recognition of the right to collective bargaining, the elimination of all forms of forced or compulsory labor, and the abolition of child labor (see p. 98. et seq., and p. 103).
Following these analyses, the share of turnover and capital expenditure (CapEx) eligible for and aligned with the EU Taxonomy are presented in the tables below.
-
Consolidated and separate financial statements
3.1Consolidated financial statements
3.1.1Financial statements
3.1.1.1Consolidated income statement
(in thousands of euros)
Notes
12/31/2024
12/31/2023
Rental revenues
179,534
178,010
Service charges and property taxes
(47,639)
(51,079)
Charges and tax billed to tenants
41,631
45,201
Net property operating charges
(1,212)
(1,208)
Net rental income
6.1
172,314
170,924
Management, administrative and other activities income
6.2
3,239
3,078
Other income
6.3
2
-
Other expenses
6.4
(7,867)
(4,433)
Personnel expenses
6.5
(20,526)
(20,169)
Depreciation and amortization
6.6
(37,828)
(38,540)
Reversals of/(Allowances for) provisions
(901)
(4,774)
Other operating income
6.7
154,721
10,647
Other operating expenses
6.7
(161,009)
(30,915)
Operating income
102,145
85,818
Income from cash and cash equivalents
6,727
3,185
Gross finance costs
(51,243)
(38,194)
(Expenses)/Income from net financial debt
14.1.1
(44,516)
(35,009)
Other financial income
14.1.2
947
774
Other financial expenses
14.1.2
(3,472)
(6,085)
Net financial expense
(47,041)
(40,321)
Tax expense
7.1
(793)
(495)
Share of net income from equity associates and joint ventures
3.5
2,432
1,727
CONSOLIDATED NET INCOME
56,742
46,730
Attributable to non-controlling interests (1)
2,983
(6,643)
Attributable to owners of the parent
53,759
53,373
Earnings per share (2)
20.3
Net income attributable to owners of the parent (in euros)
0.58
0.57
Diluted net income attributable to owners of the parent (in euros)
0.58
0.57
- (1)In 2023, the loss attributable to non-controlling interests is mainly related to the recognition of provisions for impairment on investment property attributable to non-controlling interests.
- (2)Based on the weighted average number of shares over the period adjusted for treasury shares.
- Undiluted weighted average number of shares in 2024 = 93,435,731 shares.
- Fully diluted weighted average number of shares in 2024 = 93,435,731 shares.
3.1.1.2Statement of consolidated comprehensive income
(in thousands of euros)
Notes
12/31/2024
12/31/2023
Consolidated net income
56,742
46,730
Items that may be recycled as income
(4,863)
(11,700)
Cash flow hedges
18
(4,994)
(12,103)
Tax effects
7.2
131
403
Items that may not be recycled as income
117
(35)
Change in fair value of financial assets measured at fair value through the other items of comprehensive income
18
(15)
(58)
Actuarial gains or losses
22.1
177
30
Tax effects
7.2
(46)
(8)
Other comprehensive income for the period, net of tax
(4,746)
(11,735)
Consolidated comprehensive income
51,996
34,995
Attributable to non-controlling interests
2,983
(6,643)
Attributable to owners of the parent
49,013
41,638
3.1.1.3Consolidated statement of financial position
Assets
(in thousands of euros)
Notes
12/31/2024
12/31/2023
Intangible assets
8.1
3,424
3,144
Property, plant and equipment
8.1
7,445
5,825
Investment properties
8.1
1,720,595
1,864,950
Right-of-use assets
9
14,784
10,615
Investments in associates
3.5
40,315
39,557
Other non-current assets
10
30,604
37,577
Deferred tax assets
7.2
1,700
1,614
Non-current assets
1,818,867
1,963,282
Trade receivables
12
30,766
35,936
Other current assets
13
27,048
31,902
Cash and cash equivalents
14
283,653
118,155
Investment properties held for sale
8.2
-
1,400
Current assets
341,467
187,393
TOTAL ASSETS
2,160,334
2,150,676
Equity and liabilities
(in thousands of euros)
Notes
12/31/2024
12/31/2023
Share capital
20
93 887
93,887
Additional paid-in capital, treasury shares and other reserves
537,179
583,337
Equity, attributable to owners of the parent
631,065
677,224
Non-controlling interests
20.5
130,957
188,871
Equity
762,022
866,095
Non-current provisions
22
1,390
1,406
Non-current financial liabilities
14
1,237,529
1,131,627
Deposits and guarantees
29,424
24,935
Non-current lease liabilities
9
13,991
9,529
Other non-current liabilities
17.2
4,675
4,834
Non-current liabilities
1,287,010
1,172,332
Trade payables
15
10,916
9,265
Current financial liabilities
14
50,765
53,037
Current lease liabilities
9
1,204
1,331
Current provisions
22
16,644
15,581
Other current liabilities
16
31,384
32,940
Current tax liabilities
16
390
95
Current liabilities
111,303
112,249
Total equity and liabilities
2,160,334
2,150,676
3.1.1.4Consolidated cash flow statement
(in thousands of euros)
Notes
12/31/2024
12/31/2023
Net income attributable to owners of the parent
53,759
53,373
Non-controlling interests
2,983
(6,643)
Consolidated net income
56,742
46,730
Depreciation, amortization (1) and provisions, net of reversals
6.6
31,049
64,054
Expenses/(income) relating to stock options and similar
880
763
Other calculated expenses/(income) (2)
192
5,559
Share of net income from equity associates and joint ventures
3.5
(2,432)
(1,727)
Dividends received from associates and joint ventures
3.5
3,687
2,525
Income from asset disposals
4.3/6.7
13,410
(766)
Expenses/(Income) from net financial debt
44,516
35,009
Net financial interest in respect of lease agreements
9
360
344
Tax expense (including deferred tax)
7
793
495
Cash flow
149,197
152,987
Taxes received/(paid)
(707)
(569)
Change in working capital requirement relating to operations, excluding deposits and guarantees (3)
8,555
(19,464)
Change in deposits and guarantees
4,489
1,313
Net cash flows from operating activities
161,535
134,267
Cash outflows on acquisitions of:
- ●investment properties and other fixed assets
4.2/8.1.2.3
(28,780)
(22,532)
- ●non-current financial assets
(19)
(4)
Cash inflows on disposals of:
- ●investment properties and other fixed assets
4.3
131,202
3,964
- ●non-current financial assets
4.5
945
3,146
Investments in associates and joint ventures
4.5
(1,127)
(6,312)
Impact of changes in scope with change of control
-
-
Change in loans and advances granted
-
-
Net cash flow from investing activities
102,220
(21,740)
Dividends paid to shareholders of the parent company (final)
21
(92,643)
(89,565)
Dividends paid to shareholders of the parent company (interim)
21
-
-
Dividends paid to non-controlling interests
20.5
(60,897)
(9,780)
Increase or decrease in share capital
-
-
Other transactions with shareholders
-
-
Changes in treasury shares
(3,408)
(744)
Increase in borrowings and financial liabilities
4.1
518,707
109,000
Decrease in borrowings and financial liabilities
4.1
(422,000)
(192,204)
Repayment of lease liabilities
9
(1,356)
(1,231)
Interest received (4)
4.4
21,102
17,880
Interest paid
4.4
(57,762)
(43,727)
Net cash flow from financing activities
(98,257)
(210,371)
Change in cash position
165,498
(97,844)
Net cash at beginning of year
14
118,155
215,999
Net cash at end of year
14
283,653
118,155
- ●of which cash and cash equivalents
283,653
118,155
- ●of which bank overdrafts
-
-
(1) Depreciation and amortization exclude the impact of impairment on current assets
(2) Other calculated expenses and income mainly comprise:
● discounting adjustments to construction leases (Note 10, p.164)
(197)
(207)
● lease rights received from tenants and spread out over the fixed term of the lease
200
2,920
● financial expenses spread out
666
648
● interest on non-cash loans and other financial income and expenses
(758)
2,024
(3) The change in working capital requirement breaks down as follows:
● trade receivables
5,170
(7,462)
● trade payables
1,651
(4,646)
● other receivables and payables
1,734
(7,356)
Total working capital requirement
8,555
(19,464)
(4) Primarily comprising interest received on instruments classified as debt hedging instruments under IAS 7.16.
3.1.1.5Change in consolidated equity
(in thousands of euros)
Share capital
Capital reserves
(1)Treasury shares
Consolidated reserves and retained earnings
Actuarial gains or losses
Change in financial assets through other comprehen-
sive incomeEquity attributable to owners of the parent (2)
Non-
controlling interestsTotal equity
At January 1, 2023 (restated)
93,887
498,102
(4,927)
145,439
(279)
(7,089)
725,132
205,294
930,426
Other comprehensive income for the period
-
-
-
(11,700)
22
(58)
(11,735)
-
(11,735)
Net income for the fiscal year
-
-
-
53,373
-
-
53,373
(6,643)
46,730
Consolidated comprehensive income for the period
-
-
-
41,673
22
(58)
41,638
(6,643)
34,995
Treasury share transactions (Note 20 p.177)
-
-
(396)
(348)
-
-
(744)
-
(744)
Dividends paid in respect of 2022
-
-
-
(89,565)
-
-
(89,565)
(9,780)
(99,345)
Share-based payments
-
-
-
763
-
-
763
-
763
At December 31, 2023
93,887
498,102
(5,323)
97,962
(257)
(7,147)
677,224
188,871
866,095
Other comprehensive income for the period
-
-
-
(4,863)
132
(15)
(4,746)
-
(4,746)
Net income for the fiscal year
-
-
-
53,759
-
-
53,759
2,983
56,742
Consolidated comprehensive income for the period
-
-
-
48,896
132
(15)
49,013
2,983
51,996
Treasury share transactions (Note 20 p.177)
-
-
(2,652)
(757)
-
-
(3,408)
-
(3,408)
Dividends paid in respect of 2023
-
-
-
(92,643)
-
-
(92,643)
(60,897)
(153,540)
Share-based payments
-
-
-
880
-
-
880
-
880
AT DECEMBER 31, 2024
93,887
498,102
(7,974)
54,338
(125)
(7,161)
631,065
130,957
762,022
- (1)Capital reserves correspond to premiums on shares issued for cash or assets, merger premiums and statutory reserves.
- (2)Attributable to Mercialys SA shareholders.
-
3.2Separate financial statements
3.2.1Financial statements
3.2.1.1Income statement
(in thousands of euros)
Notes
12/31/2024
12/31/2023
Rental revenues
126,123
122,639
Non-recovered property taxes
(1,649)
(1,593)
Non-recovered service charges
(2,488)
(1,926)
Net property operating charges
(5,052)
(4,873)
Net rental income
3
116,933
114,247
Management, administrative and other activities income
4
2,009
1,230
Depreciation
(22,765)
(23,115)
Provisions
1,050
(8,297)
Personnel expenses
5
(3,940)
(9,696)
Other expenses
6
(18,286)
(5,640)
Operating income
75,001
68,729
Net financial expense
7
(28,166)
(47,733)
Net exceptional items
8
(2,094)
(2,898)
Employee profit-sharing
9
(6)
(313)
Corporate tax
10
-
-
Net income
44,734
17,786
3.2.1.2Balance sheet
Assets
(in thousands of euros)
Notes
12/31/2024
12/31/2023
Intangible assets
5,003
10,918
Depreciation and impairment
(1,852)
(8,106)
Subtotal
3,152
2,812
Property, plant and equipment
1,428,992
1,433,705
Depreciation and impairment
(314,043)
(295,721)
Subtotal
1,114,949
1,137,984
Investments
757,618
769,826
Impairment of investments
(206,785)
(122,600)
Subtotal
550,833
647,226
Total non-current assets
11
1,668,934
1,788,022
Receivables
12
228,614
222,344
Cash
13
259,719
98,486
Adjustment accounts
24,476
30,055
Total current assets
512,809
350,885
Expenses to be spread over several fiscal years
3,311
3,031
Bond redemption premiums
3,653
3,948
Total assets
2,188,706
2,145,886
Liabilities
(in thousands of euros)
Notes
12/31/2024
12/31/2023
Share capital and additional paid-in capital
561,944
561,944
Reserves
9,389
9,389
Revaluation adjustment
15,635
15,635
Retained earnings
138,789
213,647
Earnings
44,734
17,786
Interim dividend
-
-
Statutory provisions
940
914
Equity
14
771,432
819,315
Provisions
15
20,970
17,663
Borrowings and financial liabilities
16
1,334,395
1,232,617
Liabilities
17
61,092
75,200
Adjustment accounts
18
817
1,092
Current liabilities
1,417,275
1,326,572
Total liabilities
2,188,706
2,145,886
3.2.1.3Cash flow statement
(in thousands of euros)
Notes
12/31/2024
12/31/2023
Net income
44,734
17,786
Depreciation, amortization, and impairment allowances net of reversals
109,874
92,547
Income from asset disposals
(1,618)
(1,684)
Other calculated expenses/(income)
3,688
793
Cash flow
156,678
109,442
Change in working capital requirement (1)
(18,331)
(13,867)
Net cash flow from operating activities
138,347
95,575
Acquisitions of investment assets
(24,878)
(25,396)
Disposals of fixed assets
23,639
3,925
Change in loans and advances granted (2)
17,520
3,145
Net cash flow from investing activities
16,281
(18,326)
Dividends and interim dividends paid
14
(92,643)
(89,565)
Increase or decrease in share capital
-
-
Increase in borrowings (3)
521,410
109,892
Decrease in borrowings (3)
(422,000)
(179,000)
Net cash flow from financing activities
6,767
(158,673)
Change in net cash position
161,395
(81,425)
Net cash at beginning of year
96,496
177,921
Net cash at end of year
257,891
96,496
Cash on balance sheet
259,719
96,593
Bank overdrafts
(1,827)
(97)
- (1)The change in working capital requirement breaks down as follows:
● Trade receivables
4,536
(7,118)
● Trade payables
(3,204)
3,080
● Other receivables
(11,974)
(25,007)
● Other payables
(10,233)
23,426
● Adjustment accounts
2,543
(8,247)
Change
(18,331)
(13,867)
- (2)In 2024, mainly corresponds to the offsetting of Fenouillet Immobilier receivables for Euro 16,575,000.
- (3)In 2024, increases in borrowings and financial liabilities correspond to a bond issue of Euro 300 million and commercial paper issues for Euro - 222 million. In 2023, decreases in borrowings and financial liabilities corresponded to the redemption of the bond maturing in 2027 for Euro 200 million and commercial paper repayments for Euro 222 million.
-
Corporate governance
4.1Management and control of the Company
The Company refers to the Corporate Governance Code for listed companies published by the French Association of Private Companies (Association Française des Entreprises Privées – AFEP), and the Organization of French companies (Mouvement des Entreprises de France – MEDEF) (the AFEP-MEDEF Code). The AFEP-MEDEF Code can be consulted on the AFEP website at the following address: www.afep.com. In accordance with the AFEP-MEDEF Code, and pursuant to Article L. 225-37 of the French Commercial Code, it is hereby stated that the Company complies with all the recommendations of the AFEP-MEDEF Code. A cross-reference table can be found in the Appendix on p. 292 et seq.
The Company is incorporated as a société anonyme (limited liability company). Since February 13, 2019, to further improve the quality of the Company’s governance with respect to best market practices, the functions of Chairman of the Board of Directors and Chief Executive Officer have been separated. Éric Le Gentil serves as Chairman of the Board of Directors and Vincent Ravat as Chief Executive Officer. On the same date, Elizabeth Blaise was appointed Deputy Chief Executive Officer, a position until then held by Vincent Ravat.
- ●the Board, which performs strategic and control functions; and
- ●Senior Management, which is in charge of operational functions and the execution of the strategy.
The Board of Directors renewed the directorships of Éric Le Gentil, Vincent Ravat and Elizabeth Blaise on April 28, 2022.
4.1.1Board of Directors
4.1.1.1General principles governing the composition of the Board
The Board’s operating procedures are established by law, the Company’s articles of association and the Board’s Rules of Procedure. The latter is detailed in § 9.1.5, p. 400 et seq.
- ●directorships run for 3 years. The Board is partly renewed each year, in accordance with Article 16 of the Company’s articles of association and the AFEP-MEDEF Code. This allows for business continuity, promotes the smooth renewal of directorships and gives shareholders the opportunity to vote on these directorships with sufficient frequency;
- ●the articles of association stipulate no age limit for directors other than the statutory limit according to which no more than one third of the active directors may be over the age of 70;
- ●the Board of Directors consists of a minimum of 3 and a maximum of 18 members, appointed by the Ordinary General Meeting of Shareholders (see Article 14 of the articles of association, or p. 396);
- ●under Article 23 of the articles of association, one or more non-voting directors may be selected from the shareholders and appointed by the Ordinary General Meeting or, between two Ordinary General Meetings, by the Board of Directors subject to approval at the next General Meeting. Non-voting directors, appointed for a 3-year term, attend Board of Directors’ Meetings. In this context, they provide comments and opinions and take part in discussions in an advisory capacity. There may not be more than 5 non-voting directors. The age limit for serving as a non-voting director is set at 80 years. However, to this day the Company has no non-voting directors;
- ●each director must own at least 100 registered shares (see Article 15 of the articles of association, or p. 396). The Rules of Procedure recommend that this shareholding be increased to the equivalent of one year of compensation in respect of their directorships (see Article 20 of the Rules of Procedure, or p. 409).
The Board of Directors attaches particular importance to its composition and that of its Committees in order to promote diversity. It relies, in particular, on the work and proposals of the Appointments, Compensation and Governance Committee, which regularly conducts reviews and makes proposals, as often as circumstances require, regarding positive changes in the composition of the Board of Directors and its Committees, in line with the Group’s strategy. To this end, when the Board of Directors is looking for a new independent member, the Committee puts forward various candidates whose skills, knowledge and experience have been assessed and supplement or reinforce those skills already accessible to the other members of the Board of Directors.
4.1.1.2Composition of the Board of Directors
A.Composition of the Board of Directors at December 31, 2024
Members of the Board of Directors
Personal information
Experience
Position on the Board of Directors
Membership of Specialized Committees
2024 attendance rate
Gender
Age (1)
Number of Mercialys shares owned (1)
Offices held in listed companies (excluding Mercialys)
Date of 1st appointment
Expiry of directorship
2024 attendance rate
ARSDC
ACGC
SIC (2)
Non-independent members
Éric Le Gentil
Non-executive corporate officer
M
64
28,698
0
02/13/2013
GM 04/29/2025
100%
¡
100%
¡
100%
Vincent Ravat
Executive corporate officer
M
50
122,582
0
06/15/2022
GM 2027
100%
¡
100%
Élisabeth Cunin (3)
F
64
3,132
0
06/06/2012
GM 04/29/2025
100%
¡
100%
Independent members
Maël Aoustin
M
44
2,000
0
04/27/2023
GM 2026
100%
¡ P
100%
¡
100%
Stéphanie Bensimon
F
48
4,600
0
06/07/2018
GM 04/29/2025
100%
¡
100%
¡ P
100%
Victoire Boissier
F
57
5,000
0
04/20/2016
GM 2026
100%
¡
100%
¡
100%
Jean-Louis Constanza
M
63
3,400
0
10/20/2022
GM 2027
100%
Dominique Dudan
F
70
5,000
2
04/26/2018
GM 2027
100%
¡ P
100%
¡
100%
Pascale Roque
F
63
3,454
0
10/24/2017
GM 04/29/2025
100%
¡
100%
¡
100%
Number of meetings in 2024
6
4
4
6 (4)
2024 attendance rate
100%
100%
100%
100%
- (1)Determined as at December 31, 2024.
- (2)Transformation of the Strategy and Transformation Committee into the Sustainable Investment Committee on February 14, 2024.
- (3)Loss of the status of independent director on June 6, 2024.
- (4)Including one meeting held as the Strategy and Transformation Committee
ARSDC: Audit, Risks and Sustainable Development Committee
ACGC: Appointments, Compensation and Governance Committee
SIC: Sustainable Investment Committee.
¡: Member of the Committee
P: Chairman/woman of the Committee
Given the geographical exposure of the Company, all the directors are of French nationality. One of them is also Swiss.
Most of the time, meetings of the Board of Directors and the Specialized Committees are held in person. However, the possibility is offered to participate by telephone or videoconference, in accordance with the regulations and the Rules of Procedure. Details of the attendance arrangements for of each meeting are presented in § 4.1.4 and 4.1.5, p. 242 et seq.
A Board of Directors aligned with best practices
The Board is currently composed of 9 directors. With 6 independent directors (67%), the Company is in line with the highest international standards. All Specialized Committees are chaired by independent members. The Board regularly surveys its members about the ideal balance of its composition and of its Specialized Committees in order to assure its shareholders and the market that its duties are accomplished with the required independence and objectivity.
Excellent representation of women on the Board of Directors and its Committees
5 of the 9 members of the Board of Directors are women, i.e. 56%. Two Committees are chaired by a female independent director. The percentage of women on the Audit, Risks and Sustainable Development Committee, the Appointments, Compensation and Governance Committee and the Sustainable Investment Committee were respectively 75%, 80% and 40% at December 31, 2024.
Diversity policy
The Board regularly considers the ideal balance of its composition, whilst ensuring that the law and the recommendations of the AFEP-MEDEF Code are applied. A summary table of the diversity policy applied to the members of the Board of Directors is presented below:
Criteria
Policy and objectives
Implementation and results
Board size
Pursuant to Article 14 of the articles of association, the Board is composed of at least 3 and no more than 18 members.
The Board has been composed of 9 directors since October 20, 2022.
It has decided to propose the appointment of a 10th director to the General Meeting of April 29, 2025:
- ●due to the increase in its duties,
- ●to complement the skills present on the Board.
Age and seniority of members
Under the terms of Article 16 II of the articles of association, no more than one third of the Board of Directors’ members may be over the age of 70.
The Board also seeks a balanced distribution in terms of seniority among its members, in order to benefit both from their in-depth knowledge of the Company and from the newer perspective of others.
The directors are all aged between 44 and 70 and the average age is 58 as at December 31, 2024.
Their seniority at December 31, 2024 ranges between 1 and 12 years.
Gender equality
Articles L. 225-18-1 and L. 22-10-3 of the French Commercial Code impose a requirement for each gender to be represented by at least 40% of the directors.
The Board is committed to maintaining a balanced gender representation.
The number of men and women on the Board of Directors is balanced, with 5 women and 4 men. This will change to 5 women and 5 men if the General Meeting of April 29, 2025 approves the resolutions submitted to it.
The Appointments, Compensation and Governance Committee and the Sustainable Investment Committee are chaired by women. In addition, the Audit, Risks and Sustainable Development Committee and the Appointments, Compensation and Governance Committee include a majority of women.
Qualifications and professional experience
The Board ensures that it maintains diversity and complementarity in terms of technical skills and experience, which must be in line with the Company’s activities.
Its long-term goals are, through recruitment or training, to have:
- ●directors who are all competent in CSR, whether in terms of social and governance aspects or environmental and climate aspects,
- ●50% of directors competent in each skill category identified in the skills matrix below.
The Board of Directors benefits from a panel of experienced members responding to the Mercialys group’s challenges, namely in the areas of:
- ●real estate,
- ●finance,
- ●company management,
- ●legal, compliance and risks,
- ●human resources, social and governance,
- ●the environment and climate,
- ●retail and customer service,
- ●innovation, marketing and information systems.
As part of its future recruitment, the Board wishes to strengthen its skills in the following areas, in no order of priority:
- ●urban planning and exposure to local authorities,
- ● digital expertise and artificial intelligence,
- ● legal expertise and governance,
- ● CSR,
- ● structuring of development operations,
- ● international experience.
Independence of members
The Board of Directors is committed to maintaining a proportion of independent directors at least equal to the threshold of 50% recommended by the AFEP-MEDEF Code for companies that are widely-held and without controlling shareholders.
The Company goes beyond the recommendations of the AFEP-MEDEF Code, since 6 of the 9 Mercialys directors are independent, i.e. 67%.
Diverse, cross-functional and complementary skills
The Board of Directors reinforces the diversity of its skills with a panel of experienced members. They have developed expertise in areas deemed key by the Company:
This mapping of skills was drawn up on the basis of the annual declarations made by the members of the Board of Directors in accordance with the skills validation criteria below. It was reviewed by the Appointments, Compensation and Governance Committee and by the Board of Directors.
The main key skills of the members of the Board of Directors are described in their individual biographies presented in § 4.1.1.2, B, p. 225 et seq.
Real estate, construction, urban planning
Experience in real estate, construction or urban planning so as to understand the Group’s challenges and support its development.
Finance, accounting
Expertise in the field of corporate finance and accounting for the financial sector, investments or as an executive with responsibilities in financial and accounting management.
Company management
Experience in a senior management position or as a member of the Executive or Management Committee or a senior executive.
Legal, compliance, risks
Experience in law, compliance, insurance or risk management.
Governance, ethics
Understanding of governance or ethics issues acquired through operational experience or training, in particular membership of the IFA.
Human Resources, social
Experience in the management of human resources and social issues, solid knowledge of corporate governance.
Environment, climate
Understanding of environmental and climate-related issues acquired through operational experience or training, promotion of sustainable development issues.
Retail, customer service
Technical or managerial experience in retail or customer service.
Innovation, marketing, information systems
Technical or managerial experience in innovation, marketing, digital technologies, information systems, artificial intelligence, cybersecurity.
A Board composed of 67% independent directors
As regards the duties entrusted to it, the Appointments, Compensation and Governance Committee is tasked with monitoring the position of each of the directors in terms of any relationships they might have with the Company or Group companies to ensure that there is nothing that might compromise their freedom of judgment or might lead to possible conflicts of interest with the Company. In this capacity, the Appointments, Compensation and Governance Committee conducts an annual review of the composition of the Board of Directors and, more specifically, of the independence of Board members with regard to the criteria set out in the AFEP-MEDEF Code:
Criterion 1 - Employee corporate officer within the past 5 years
Not to be and not to have been within the previous 5 years an employee or executive corporate officer of the Company, nor an employee, executive corporate officer or director of a consolidated company, nor of the Company’s parent company or a company consolidated within this parent company.
Criterion 2 - Cross-directorships
Not to be an executive corporate officer of a company in which the Company directly or indirectly holds a directorship or in which an employee appointed as such or an executive corporate officer of the Company (currently or in the previous five years) holds a directorship.
Criterion 3 - Significant business relationships
Not to be (or directly or indirectly linked to) a customer, supplier, commercial banker, investment banker, or consultant that is significant to the Company or its Group, or for which the Company or its Group represents a significant portion of its activity.
Criterion 4 - Family ties
Not to be related by close family ties to a corporate officer.
Criterion 5 - Statutory Auditors
Not to have been a Statutory Auditor of the Company within the previous 5 years.
Criterion 6 - Directorship exceeding 12 years
Not to have been a director of the Company for more than 12 years.
Criterion 7 - Status of non-executive corporate officer
A non-executive corporate officer cannot be considered as independent if he or she receives variable compensation in cash or shares or any compensation linked to the performance of the Company or the Group.
Criterion 8 - Status of the major shareholder
Directors representing major shareholders of the Company or its parent company may be considered independent if these shareholders do not take part in the control of the Company. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board, upon a report from the Appointments, Compensation and Governance Committee, should systematically review the qualification of a director as independent in the light of the composition of the Company’s share capital and the existence of a potential conflict of interest.
Every year, the Board pays particular attention to the significant business relationships criterion. When business flows or relationships have been identified between the Company or Group and the companies in which directors qualified as independent hold positions or offices, or have an interest, qualitative and/or quantitative factors are generally taken into consideration by the Board to confirm the independence of the directors concerned. In particular, the Board assesses from the point of view of each party the significance of the business flow, in terms of volume of business, economic dependence and strategic nature. The Board also takes into account the anticipation of the business relationship in relation to the appointment of the director. The Board relies on the work of the Appointments, Compensation and Governance Committee to determine whether these relationships are likely to affect the independence of the directors.
Six directors fully meet the independence criteria at December 31, 2024: Stéphanie Bensimon, Victoire Boissier, Dominique Dudan, Pascale Roque, Maël Aoustin and Jean-Louis Constanza. With regard to Élisabeth Cunin, the Board confirmed its analysis that the business relations between the Kiabi group, of which she is an executive, and Mercialys, were not such as to compromise her independent judgment on the Board nor likely to give rise to conflicts of interest. Indeed, of the 227 branches and 119 affiliates operated by Kiabi in France, only 2 are in Mercialys shopping centers. The rental income received by Mercialys from Kiabi accounts for 0.37% of Mercialys' total rental income Mercialys at December 31, 2024. The business flow between Mercialys and Kiabi is therefore not material. In addition, the Board of Directors does not intervene in commercial relations with tenants. It has no direct or indirect decision-making power in the establishment or maintenance of these business flows. It should be noted that Élisabeth Cunin lost her status as an independent director on June 6, 2024 due to her seniority on the Board of Directors.
The table below provides a summary analysis of the position of each of the directors in respect of the independence criteria set out in the AFEP-MEDEF Code, at December 31, 2024:
Rigorous selection process
New directors are recruited according to the needs of the Board of Directors, particularly in terms of skills and experience. The comments made when the Board’s operations are assessed by the directors already in post are taken into account.
Independent external firms specializing in the recruitment of executives and corporate officers are charged with finding applicants.
A selection of varied profiles is presented to the Appointments, Compensation and Governance Committee. It then selects certain candidates. The Chairwoman of the Committee and the Chairman of the Board of Directors conduct interviews with the shortlisted candidates who have confirmed their interest, and update the Committee accordingly. The Appointments, Compensation and Governance Committee then issues an opinion to the Board of Directors. The latter decides on the proposed profile(s).
In 2024, the Board of Directors decided to launch the process of recruiting a new director. To this end, it appointed an independent specialized firm.
On the recommendation of the Appointments, Compensation and Governance Committee, the Board of Directors decided on February 12, 2025 to submit to the General Meeting of April 29, 2025 the candidacy of Arnaud Le Mintier as director:
- ●Arnaud Le Mintier would be classed as an independent director, as verified by the Board of Directors.
- ●Through his entrepreneurial experience and within institutional asset management companies, he has comprehensive knowledge of the real estate, urban planning and construction segments, perfectly aligned with Mercialys' strategic challenges. In addition, his expertise in the structuring of development and fundraising operations would make him an ideal candidate for the Sustainable Investment Committee.
Definition of needs
Selection
Appointment
Independent Directors
Definition of needs by the Board of Directors
Identification of potential candidates by a recruitment firm
Shortlist drawn up by the Appointments, Compensation and Governance Committee followed by interviews between the chosen candidates, the Chairwoman of the Committee and the Chairman of the Board of Directors
Formulation of an opinion by the Appointments, Compensation and Governance Committee
Co-option by the Board of Directors and proposal for ratification by the General Meeting
OR
Proposal for appointment by the General Meeting
Directors who are executive corporate officers
Definition of needs by the Board of Directors
Proposal from the Appointments, Compensation and Governance Committee
Co-option by the Board of Directors and proposal for ratification by the General Meeting
OR
Proposal for appointment by the General Meeting
Reappointment
Reappointments of directors are proposed with a view to maintaining the required balance and ensuring the availability of a set of skills commensurate with the Company’s activities, strategic priorities and the duties entrusted to the Board Committees. Account is also taken of:
- ●their desire to be involved in the Company’s development;
- ●their contribution to the work of the Board;
- ●their sensitivity to CSR commitments; and
- ●their availability given the frequency of Board and Committee meetings.
The Appointments, Compensation and Governance Committee submits its recommendations to the Board of Directors, which decides whether or not to propose the renewal of directorships to the General Meeting.
The General Meeting of April 29, 2025 will have to vote on the renewal of the terms of office of four directors: Stéphanie Bensimon, Élisabeth Cunin, Pascale Roque and Éric Le Gentil.
B.Offices and positions held by members of the Board of Directors, the Chief Executive Officer and the Deputy Chief Executive Officer as at December 31, 2024
EXPERTISE AND EXPERIENCE
Éric Le Gentil is a graduate of the École Polytechnique, of the Institut d’Études Politiques de Paris and of the Institut des Actuaires français. He began his career in 1985 in insurance auditing. From 1986 to 1992, he held various positions within the French Ministry of Finance including that of advisor on insurance matters to Pierre Bérégovoy’s cabinet. From 1992 to 1999, he held various roles at Athéna Assurances and AGF Assurances. He joined the Generali France group in 1999 as Chief Executive Officer of Generali Assurances Vie & Iard. In December 2004, he was appointed Chief Executive Officer of Generali France Assurances. From July 17, 2013 until February 13, 2019, Éric Le Gentil was Chairman and Chief Executive Officer of Mercialys. Since February 13, 2019, he has been Chairman of the Board of Directors of the Company.
Main position
Chairman of the Board of Directors of Mercialys*
Offices and positions held within Mercialys* at December 31, 2024
Date of appointment (1)
Date when term will expire
- ● Director
February 13, 2013
OGM of April 29, 2025
- ● Chairman of the Board of Directors
February 13, 2013
Board meeting to be held after the OGM on April 29, 2025
- ● Member of the Appointments, Compensation and Governance Committee
January 20, 2021
OGM of April 29, 2025
- ● Member of the Sustainable Investment Committee (2)
February 14, 2024
OGM of April 29, 2025
Other offices and positions held in 2024
Within and outside of the Mercialys group
- ●None
Offices and positions ended during the past 5 years
- ●Member of the Mercialys* Strategy and Transformation Committee
- ●Member of the Mercialys* Investment Committee and member of the Appointments and Compensation Committee
- ●Chairman of Ergera
- ●Senior Advisor at Datafolio
- (1)Éric Le Gentil was the permanent representative of Generali Vie, a director of Mercialys, from January 1, 2009 to February 13, 2013.
- (2)Transformation of the Strategy and Transformation Committee into the Sustainable Investment Committee on February 14, 2024.
- * Listed company.
Key areas of expertise
Real estate, construction, urban planning
In-depth knowledge of real estate and asset management: in charge of asset management and real estate at Generali France from 2002 to 2013, former Chairman and Chief Executive Officer of Mercialys and Chairman of the Board of Directors of the Company since February 2019.
Finance, accounting
Chief Financial Officer of PFA Athena Assurances from 1993 to 1996; in charge of the steering functions of Generali France (Finance, Accounting, Risks and Audit Department) from 2002 to 2013; experience as a company executive.
Company management
Over 25 years of management and senior management experience in the insurance and real estate sectors.
Legal, compliance, risks
Proven experience in compliance and risks: 27 years in the insurance industry and 6 years as Chairman and Chief Executive Officer of a listed company.
Governance, ethics
Chairman of the Board of Directors of a listed company for more than 10 years; outside Mercialys, director of numerous listed and unlisted companies and member of advisory committees for nearly 15 years, including companies outside France; IFA member.
Human Resources, social
Management of teams of 100 to 3,000 people for more than 25 years.
Environment, climate
Expertise developed as part of the Mercialys management team and through involvement in the establishment of the CSR strategy; member of the Chapter Zero France association; Carbone 4 training.
Retail, customer service
In charge of the distribution network for general agents from 1996 to 1999 at PFA Athena Assurances and then at AGF Assurances; former Chairman and Chief Executive Officer of Mercialys.
EXPERTISE AND EXPERIENCE
Since February 2019, Vincent Ravat has served as Chief Executive Officer of Mercialys. He has also been a director of the Company since June 15, 2022. Deputy Chief Executive Officer from August 2016 to February 2019, Vincent Ravat joined Mercialys in January 2014 as Deputy Managing Director in charge of the letting, operations and marketing & communication teams. Previously, he served from 2011 as Director of Operations France for Hammerson, a real estate investment, development and management group, listed on the London Stock Exchange. From 2000 to 2010, he held various positions in Asia, Switzerland, Spain and France with the Ludendo and Distritoys groups, of which he was a member of the Executive Committee. He is a graduate of ESC Rouen (now Neoma Business School) and member of the Royal Institution of Chartered Surveyors (MRICS) since November 2015.
Main position
Chief Executive Officer of Mercialys*
Offices and positions held within Mercialys* at December 31, 2024
Date appointed
Date when term will expire
- ●Chief Executive Officer
February 13, 2019
Board meeting to be held after the OGM on April 29, 2025
- ●Director
June 15, 2022
OGM 2027
- ● Member of the Sustainable Investment Committee (1)
February 14, 2024
OGM 2027
Other offices and positions held in 2024
Within the Mercialys group
- ●Member of the Strategic Committee of SCI Rennes-Anglet
- ●Member of the Strategic Committee of SCI Rennes-Anglet
Outside the Mercialys group
- ●Director of Initiative France
- ●Director of the Institut pour la Ville & le Commerce
- ●Director of the Fédération des Entreprises Immobilières
- ●Executive Vice-Chairman and member of the Board of Directors of the Fédération des Acteurs du Commerce dans les Territoires
- ●Member of the Strategic Committee of Colbr
Offices and positions ended during the past 5 years
- ●Member of the Mercialys* Strategy and Transformation Committee
- ●Manager of Cyperus Saint André
- ●Manager of La Diane
- (1)Transformation of the Strategy and Transformation Committee into the Sustainable Investment Committee on February 14, 2024.
Key areas of expertise
Real estate, construction, urban planning
High level of expertise in the real estate sector and asset management acquired in various management positions within the companies Hammerson and Mercialys.
Finance, accounting
Graduate of ESC Rouen with a major in “Corporate Finance”; various management functions held within companies leading to involvement in numerous financing transactions and in the accounting and analytical management of these same companies.
Company management
Manager of various specialized retail companies, including one in Spain, one in Switzerland, one in Hong Kong and one in China; Deputy Chief Executive Officer then Chief Executive Officer and director of Mercialys; member of the Strategic Committee of a French start-up, advising it on the management of its activity and its growth.
Legal, compliance, risks
Permanent member of the Mercialys Risks Prevention Committee since its creation in September 2016; highly experienced in the prevention of health and safety issues in companies and establishments open to the public.
Governance, ethics
Holds various directorships, giving him a wealth of experience in governance; IFA member; as a member of RICS since November 2015, he fully adheres to its Code of Conduct by applying and promoting the highest ethical standards in development, land management, real estate, buildings and works. The status of member of the Institution also requires the continuous updating of professional skills, expertise and behavior, notably but not exclusively through mandatory ongoing training, also necessary for the renewed validity of the Carte Professionnelle in France.
Human Resources, social
Significant experience in social and human resources issues developed by managing various companies, in particular in France, but also in Spain (including during the difficult economic and social crisis of 2008), Switzerland and China with in each case more than a hundred employees.
Environment, climate
Heavily involved in the development of Mercialys’ various strategic CSR plans with a particular focus on energy sobriety and the energy transition with a view to decarbonizing the Company’s real estate portfolio and activities; member of the Chapter Zero France association; Carbone 4 training.
Retail, customer service
10 years of experience in retail groups in France and abroad with responsibilities covering all specialized retail and distribution functions.
Innovation, marketing, information systems
Marketing experience in specialized retail and as Deputy Managing Director in charge of the lettings, operations and marketing & communication teams at Mercialys; implementation of various information systems projects both for front office and back office in the real estate and retail sectors.
EXPERTISE AND EXPERIENCE
A graduate of the Institut d’Études Politiques de Paris, Elizabeth Blaise began her auditing career at Mazars & Guérard. In 2001, she joined Oddo Securities as a financial analyst, first in the building materials sector, then in real estate in France. She expanded her scope to European real estate by joining Exane BNP Paribas in 2007 in London. She took on the role of Director of Financial Communications and Strategic Studies for Gecina between 2010 and 2014. Elizabeth Blaise held the position of Chief Financial Officer of Mercialys between 2014 and 2022 and since February 2019, that of Deputy Chief Executive Officer.
Other offices and positions held in 2024
Within the Mercialys group
Outside the Mercialys group
- ●Permanent representative of Mercialys on the Board of Directors of OPCI UIR II
- ●Director and Treasurer of the Fédération des Entreprises Immobilières
Offices and positions ended during the past 5 years
- ●None
Key areas of expertise
Real estate, construction, urban planning
Extensive knowledge of the real estate sector, first developed as a financial analyst in this sector, then at Gecina and Mercialys.
Finance, accounting
25 years of experience in the finance industry; Chief Financial Officer of Mercialys from 2014 to 2022 overseeing the Finance and Rental Management Department.
Company management
Deputy Chief Executive Officer of Mercialys since 2019.
Legal, compliance, risks
Strong expertise in real estate law, corporate law, as well as transaction structuring.
Governance, ethics
Extensive experience in coordinating the governance of listed companies, including the integration of best practices into compliance strategies; supervision of the Board Secretary; participation in the Proxinvest Steering Committee since November 29, 2023; contact person for the Risks Prevention Committee, incorporating ethical elements and training all employees on this issue since 2018; IFA member.
Human Resources, social
Direct management of several departments and cross-functional management as Deputy Chief Executive Officer.
Environment, climate
Heavily involved in the organization and implementation of new CSR measures at Mercialys; supervision of the CSR Department; sponsor of the CSRD roll-out project; Carbone 4 training.
Innovation, marketing, information systems
Overseeing the migration to new systems of the Company’s entire IT system related to financial, legal and rental management functions; training leading to the Ecole Polytechnique certification: data and artificial intelligence.
EXPERTISE AND EXPERIENCE
Maël Aoustin has an engineering degree from INSA Lyon, a Master of Science from Brunel University of London and a Master’s degree from HEC Paris. He has been Chairman of the Management Board of Uxco Group since March 2022, an integrated investment, development and operations group specializing in residential, student and hotel real estate, majority owned by Brookfield Asset Management. Maël Aoustin has nearly 20 years of experience in real estate, including 12 years at Unibail-Rodamco where he held various management positions in France and abroad in investment, asset management and operations. He was then appointed Chief Executive Officer of commercial real estate company Galimmo from 2016 to 2022, and has been responsible for mergers and acquisitions and real estate for the Louis Delhaize retail group.
Main position
Chairman of the Management Board of Uxco Group
Offices and positions held within Mercialys* at December 31, 2024
Date appointed
Date when term will expire
- ●Director
April 27, 2023
OGM 2026
- ●Member of the Audit, Risks and Sustainable Development Committee
April 27, 2023
OGM 2026
- ●Chairman of the Audit, Risks and Sustainable Development Committee
February 14, 2024
OGM 2026
- ● Member of the Sustainable Investment Committee (1)
February 14, 2024
OGM 2026
Other offices and positions held in 2024
Outside the Mercialys group
- ●Chairman of the Management Board of Uxco Group
- ●Chairman of the Management Board of Uxco Management
- ●Member of the Supervisory Board of Appart City
Offices and positions ended during the past 5 years
- ●Deputy director and member of the Board of Directors of Galimmo Real Estate (Belgium)
- ●Chairman of Galimmo*
- ●Director and member of the Board of Directors of Immomatch (Luxembourg)
- (1)Transformation of the Strategy and Transformation Committee into the Sustainable Investment Committee on February 14, 2024.
Key areas of expertise
Real estate, construction, urban planning
Employee then manager of real estate companies for nearly 20 years in the investment, asset management and development industries.
Finance, accounting
Responsible for the overall financial management of real estate companies, particularly listed companies (Galimmo from 2016 to 2022).
Company management
Manager of real estate companies (Galimmo, Uxco Group) since 2016 and member of the Executive Committee of an international retail group for 5 years.
Governance, ethics
Member of the Boards of Directors of various listed and unlisted companies since 2016.
Human Resources, social
In charge of Human Resources policy within the context of management positions and as a company director. Uxco Group has 1,500 employees.
Environment, climate
In charge of overseeing the CSR strategy and its implementation at Galimmo then Uxco Group; Carbone 4 training.
Retail, customer service
Former manager of a retail real estate company and former member of the Executive Committee of an international retail group (Louis Delhaize); directly exposed to the challenges of retail and customer service.
Innovation, marketing, information systems
Implementation, steering and participation in innovation committees at Unibail-Rodamco, Galimmo and Uxco Group.
EXPERTISE AND EXPERIENCE
Stéphanie Bensimon has a DESS in Finance from the Université Paris IX Dauphine. Managing Director in charge of real estate activities since 2016, she has been Head of Real Estate for Ardian in Europe since 2020. She has over 25 years of experience in real estate investment, including 5 years at Invesco Real Estate where she was Head of Investments for France, Belgium and Southern Europe from 2011. Prior to this, she worked for Carval Investors, a subsidiary of the Cargill group, and at GE Real Estate group where she was in charge of real estate investment in Europe. She is also in charge of the sustainability team as Chair of the Sustainability Committee. She is also a member of the Management Board of Ardian France and member of the Executive Committee of Ardian group.
Main position
Head of Real Estate, in charge of real estate activities, at Ardian France
Offices and positions held within Mercialys* at December 31, 2024
Date appointed
Date when term will expire
- ●Director
June 7, 2018
OGM of April 29, 2025
- ●Member of the Audit, Risks and Sustainable Development Committee
June 7, 2018
OGM of April 29, 2025
- ●Chairwoman and member of the Sustainable Investment Committee (1)
February 14, 2024
OGM of April 29, 2025
Other offices and positions held in 2024
Outside the Mercialys group
- ●Director of Poste Immo
- ●Member of the Management Board of Ardian France
- ●Member of the Executive Committee of Ardian France
- ●Chairwoman of Areefnap1 and member of the Strategy Committee
- ●Chairwoman of Areefrio1.SAS and member of the Strategy Committee
- ●Chairwoman of Francisfirst JV SAS
- ●Chairwoman of Francisfirst2 SAS
- ●Chairwoman of RamREF 2 SAS and member of the Strategy Committee
- ●Manager of SCI Charlotte
- ●Manager of SCI Tamara
- ●Manager of La Galaxie
- ●Manager of ORYOM17H3
- ●Director of Areef II – SICAF (Italy)
- ●Director of Areef II Palio – SICAF (Italy)
- ●Co-Manager of AreefSàrl GE 1.0. (Luxembourg)
- ●Co-Manager of AreefSàrl GE 1.1. (Luxembourg)
- ●Co-Manager of AreefSàrl GE 1.2. (Luxembourg)
- ●Member of the Supervisory Board of Ardian Germany GmbH (Germany)
- ●Co-Manager of SCI Vesta S18
- ●Co-Manager of SCI R4
- ●Co-Manager of SCI Vesta R4
- ●Co-Manager of Kara Top Co
Offices and positions ended during the past 5 years
- ●Chairwoman of the Mercialys* Audit, Risks and Sustainable Development Committee and member of the Strategy and Transformation Committee
- ●Chairwoman of Areefnap2
- ●Chairwoman of Areefrio2.SAS
- ●Director of Areef I - SICAF (Italy)
- ●Member of the Board of Areef I SCS, SICAV SIF (Luxembourg)
- ●Member of the Board of Areef II SCS, SICAV SIF (Luxembourg)
- ●Member of the Board of Areef III SCS, SICAV SIF (Luxembourg)
- (1)Transformation of the Strategy and Transformation Committee into the Sustainable Investment Committee on February 14, 2024.
Key areas of expertise
Real estate, construction, urban planning
More than 25 years of experience in real estate investment, notably within the companies Ardian, Invesco Real Estate, Carval Investors and GE Real Estate Group.
Finance, accounting
Confirmed experience in her various management positions after obtaining a DESS in Finance from the Université Paris IX Dauphine.
Company management
Managing Director in charge of real estate activities since 2016 and Head of the Real Estate activity for Ardian in Europe since 2020; member of the Executive Committee of Ardian France since 2023; Director of Poste Immo since 2017.
Governance, ethics
Member of the Management Board of Ardian France; member of the group’s various investment committees; participation in all of the group’s governance.
Human Resources, social
Team management for several years.
Environment, climate
Expertise developed as part of her various experiences in the real estate sector; management of the Ardian France Sustainability Department (Head of the Sustainability Steering Committee since September 2023 - 15 people); Carbone 4 training.
Retail, customer service
Expertise developed over the course of her many professional roles.
EXPERTISE AND EXPERIENCE
A graduate of EM Lyon and INSEAD, Victoire Boissier obtained the IFA - Sciences Po Company Director Certificate in 2023. From 1995 to 2008, she supported the development of the Yum Brands group in France, holding strategic and finance positions. From 2009 to 2017, she held the position of Vice-President Finance within the Louvre Hôtels group and was a member of its Executive Committee. In 2017, she joined the early learning and education group Grandir, which operates nurseries and schools in five countries, as Deputy Chief Executive Officer.
Main position
Deputy Chief Executive Officer – Group Finance within the Grandir group
Offices and positions held within Mercialys* at December 31, 2024
Date appointed
Date when term will expire
- ●Director
April 20, 2016
OGM 2026
- ●Member of the Audit, Risks and Sustainable Development Committee
April 23, 2020
OGM 2026
- ●Member of the Appointments, Compensation and Governance Committee
January 20, 2021
OGM 2026
Key areas of expertise
Real estate, construction, urban planning
Experience in the management of hotel real estate, catering, nurseries.
Finance, accounting
Over 25 years of experience in financial management.
Company management
Significant experience: former Vice-Chairwoman of Finance at Louvre Hôtels Group; Deputy CEO of the early learning and education group Grandir.
Legal, compliance, risks
Compliance Manager (GDPR, Fraud) for the Grandir group.
Governance, ethics
Certification as a company director obtained in December 2023 from Sciences Po in partnership with the IFA (French Institute of Directors); IFA member.
Environment, climate
Head of CSR for the Grandir group; member of the Chapter Zero France association; Carbone 4 training.
Retail, customer service
Experience in multi-site retail activities (B2C).
EXPERTISE AND EXPERIENCE
Jean-Louis Constanza holds a DEA in Marketing and Strategy from the Université Paris Dauphine, an MBA from INSEAD and is a graduate of the École Nationale Supérieure de l'Aéronautique et de l’Espace (ENSAE-SUPAERO). He has also studied at Stanford and UCLA. After his initial experience in the aeronautics sector at Aerospatiale then Packinox (1985-1991) and a stint in media consulting at Arthur D. Little (1991-1998), he joined Tele2 in 1998 where he developed Tele2 France then Tele2 Southern Europe. Tele2 is establishing itself as one of Europe’s leading alternative voice telecommunications operators with more than 15 million customers. Building on this entrepreneurial success, Jean-Louis Constanza co-created Envie de Fraise (2006), one of the first fully online fashion brands. In the same year, he founded Ten, the first mobile operator to focus on mobile Internet, acquired by Orange. He was then Chief Executive Officer of Orange Vallée from 2007 to 2013, then Chief Innovation Officer at Critéo. In 2012, he co-founded Wandercraft, a leader in robotic exoskeletons for people with disabilities, where he held the position of Chief Business Officer in charge of products, marketing and new projects. He is also a member of the company’s Board of Directors and was previously a director of Direct Energie, Ingenico and Visa Europe in London.
Key areas of expertise
Finance, accounting
MBA Graduate from INSEAD (European Institute of Business Administration).
Company management
A seasoned entrepreneur who has been involved in the creation of several companies; former Chief Executive Officer of Orange Vallée; former director of Direct Energie, Ingenico and Visa Europe; director of Wandercraft.
Governance, ethics
Former Chairman of the Compensation and Appointments Committee on the Board of Directors of Visa Europe; involved in the White Paper on ethics in robotics in 2023.
Human Resources, social
Heavily involved in social issues, in particular the inclusion of people with disabilities as part of his work at Wandercraft.
Environment, climate
Co-founder of Direct Energie, sold to Total; French ambassador for Vista, a global project to decarbonize the Earth’s atmosphere through the large-scale activation of natural carbon sinks; Carbone 4 training.
Retail, customer service
Design, implementation and operation of sales, distribution and customer service networks at Tele2 and Ten as Chief Executive Officer.
Innovation, marketing, information systems
Extensive experience in the Internet and telecoms sector, alternative telecom operators and in robotics and AI; in charge of marketing and the development of new products, exoskeletons and robots at Wandercraft.
EXPERTISE AND EXPERIENCE
Élisabeth Cunin is a graduate of the École Polytechnique, of ENSAE and the Institut d’Études Politiques de Paris. She began her career within McKinsey. She then moved to the retail sector, first with Dia, then with Etam. She became Chief Executive Officer of André in 2001 and then of Etam Lingerie in 2005. In 2011, she became Chairwoman of Comptoir des Cotonniers and Princesse Tam-Tam, brands owned by Japanese group Fast Retailing, which also owns Uniqlo. From October 2013 to September 2018, she pursued her career within the Camaïeu group as Chairwoman of the Management Board and then Chairwoman. In May 2019, Élisabeth Cunin was appointed Chairwoman of the Kiabi group.
Other offices and positions held in 2024
Outside the Mercialys group
- ●Chairwoman and Chief Executive Officer and director of Bunsha International
- ●Director of the 1001 Fontaines non-profit organization
- ●Director of the Solfa non-profit organization
Offices and positions ended during the past 5 years
- ●Chairwoman and member of the Mercialys* Strategy and Transformation Committee
- ●Chairwoman and member of the Mercialys* Appointments and Compensation Committee
- ●Chairwoman of the company & EC
Key areas of expertise
Real estate, construction, urban planning
Director of Mercialys for over 10 years.
Finance, accounting
More than 30 years in senior management with daily involvement in finance and accounting.
Company management
Seasoned leader in the retail sector.
Governance, ethics
Chairwoman of the Board of Directors of Kiabi since May 2019, structuring and monitoring the Specialized Committees; training within the Mulliez family association on governance-related topics, in particular directors’ liability.
Human Resources, social
Expertise developed over more than 30 years in senior management positions.
Retail, customer service
Proven experience in the retail sector, notably at Dia, Etam, André, Comptoir des Cotonniers and Princesse Tam-Tam, Camaïeu; currently Chairwoman of Kiabi group.
Innovation, marketing, information systems
Expertise developed over 30 years mainly managing store networks (in particular product sourcing and customer marketing) that has enabled the repositioning of companies in a fast-evolving context, through initiatives combining data processing by artificial intelligence, interactions with the start-up ecosystem and the development of new business models focused on the circular economy and carbon neutrality.
EXPERTISE AND EXPERIENCE
With a science background, Dominique Dudan joined the real estate industry in various operational roles. Then, between 1996 and 2005, she held the position of Head of Development with Accor Hotels & Resorts. She later joined HSBC Reim as Head of Operations and member of the Management Board, and then BNP Paribas Reim as Executive Vice-President and Head of Regulated Real Estate Funds. In 2009, Dominique Dudan created her own firm, Artio Conseil, while holding the position of Chief Executive Officer of Arcole Asset Management. In early 2011, Dominique Dudan became Chairwoman of Union Investment Real Estate France, a position she held until July 2015. From 2015 until 2018, she managed the French subsidiary of Warburg GmbH. She is a member of the Board of Directors of Gecina, and between 2017 and 2022 was a member of the Supervisory Board of Swiss Life Asset Managers France (formerly Swiss Life Reim – France). In addition, she has been Senior Advisor for LBO France since 2015. Dominique Dudan is a Fellow of the Royal Institution of Chartered Surveyors. She has been a long-term member of the MEDEF Economic Commission for the Service Professions Group and is a member of Club de l’immobilier d’Île‑de‑France. She has also been awarded the title of Chevalier de l’Ordre National du Mérite.
Main position
Company director
Offices and positions held within Mercialys* at December 31, 2024
Date appointed
Date when term will expire
- ●Director
April 26, 2018
OGM 2027
- ●Chairwoman and member of the Appointments, Compensation and Governance Committee
January 20, 2021
OGM 2027
- ●Member of the Sustainable Investment Committee (1)
February 14, 2024
OGM 2027
Other offices and positions held in 2024
Outside the Mercialys group
- ●Director, member of the Compliance and Ethics Committee and Chairwoman of the Appointments and Compensation Committee of Gecina*
- ●Member of the Supervisory Board and Chairwoman of the Audit and Risk Committee of Selectirente*
- ●Chairwoman and member of the Supervisory Board of Sofidy Pierre Europe (OPCI)
- ●Director of Apexia SPI Social Infrastructures (Morocco)
- ●Chairwoman of Nokomis Webstore
- ●Senior Advisor for the real estate section of LBO France Gestion
- ●Chairwoman and member of the Supervisory Board of Altixia Candence XII
- ●Member of the Supervisory Board of Altixia Commerces
- ●Vice-Chairwoman and Member of the Supervisory Board of Pierre Expansion
- ●Chairwoman of Artio Conseil
- ●Manager of SCI du 92
- ●Manager of SCI MMM & Co
- ●Manager of William’s Hotel
Offices and positions ended during the past 5 years
- ●Member of the Mercialys* Strategy and Transformation Committee
- ●Member of the Audit and Risk Committee of Gecina*
- ●Member of the Supervisory Board and member of the Audit and Risk Committee of Swiss Life Asset Managers France (Switzerland)
- ●Chairwoman and member of the Mercialys* Investment Committee and member of Appointments and Compensation Committee
- (1)Transformation of the Strategy and Transformation Committee into the Sustainable Investment Committee on February 14, 2024.
Key areas of expertise
Real estate, construction, urban planning
Numerous operational positions in the real estate sector; former Chief Executive Officer of Arcole Asset Management; former Chairwoman of Union Investment Real Estate France; Director of Gecina; former member of the Supervisory Board of Swiss Life Asset Managers France; member of the Club de l’Immobilier d’Île-de-France.
Finance, accounting
Former Chief Operating Officer and member of the Management Board of HSBC Reim; former Deputy Chief Executive Officer and Head of Regulated Real Estate Funds at BNP Paribas Reim.
Company management
Significant experience in management positions and as a member of Boards of Directors and Supervisory Boards; creator of Artio Conseil.
Legal, compliance, risks
Chairwoman of the Audit and Risk Committee of Selectirente; member of Gecina’s Compliance and Ethics Committee; member of the IFA (French Institute of Directors).
Governance, ethics
Chairwoman of Gecina’s Governance, Appointments and Compensation Committee and member of the Ethics and Compliance Committee; IFA member.
Human Resources, social
Former Director of Operations at Accor Hotels & Resorts: managed up to 1,200 people, dealt with a wealth of HR topics.
Environment, climate
CSR training including Carbone 4 training; member of Time for the Planet; member of the Chapter Zero France association.
Retail, customer service
Former Head of Development at Accor Hotels & Resorts and member of the boards of numerous subsidiaries.
EXPERTISE AND EXPERIENCE
Pascale Roque is a graduate of ESSEC. She began her career in 1985 at Air France, a group where she spent 15 years, and became involved in topics with major operational issues and organization transformation. In 2001, she joined the Accor hotel group, where she worked as the group’s Director of international sales, then sales force and then call centers. In 2006, she was promoted to Chief Executive Officer of the Formule 1 and Etap Hôtel hotels. In 2009, she joined the Pierre & Vacances group as Chief Executive Officer of Résidences Pierre & Vacances and Maeva. In 2013, she became Chief Executive Officer France of the B&B Hotels chain. In 2016, Pascale Roque was brought back by the Pierre & Vacances Center Parcs group to take over the senior management of Pierre & Vacances Tourisme and accelerate the brand’s international development, continue its move upmarket and open it up to franchising. Between 2020 and 2022, she was Chief Executive Officer of the Tourism division of Atream, an asset management company (Euro 4 billion), half of which involves the tourism sector (135 establishments in France, Belgium, the Netherlands and Germany). From April 2022 to October 2024, Pascale Roque was Chief Executive Officer of Hertz, France, in charge of the transformation of the business model, team and customer engagement, commercial performance management and asset optimization, primarily of the fleet.
Main position
Company director
Offices and positions held within Mercialys* at December 31, 2024
Date appointed
Date when term will expire
- ●Director
October 24, 2017
OGM of April 29, 2025
- ●Member of the Audit, Risks and Sustainable Development Committee
December 21, 2017
OGM of April 29, 2025
- ●Member of the Appointments, Compensation and Governance Committee
February 14, 2024
OGM of April 29, 2025
Other offices and positions held in 2024
Within and outside of the Mercialys group
- ●None
Offices and positions ended during the past 5 years
- ●Chief Executive Officer France at Hertz
- ●Member of the Executive Committee of the Pierre & Vacances group
- ●Chief Executive Officer of Pierre & Vacances Tourisme
- ●Chief Executive Officer of PV-CP Holding Exploitation
- ●Chief Executive Officer of PV-CP Gestion Exploitation
- ●Chief Executive Officer of PV Résidences & Resorts France
- ●Chief Executive Officer of SET Pierre & Vacances Guadeloupe
- ●Chief Executive Officer of SET Pierre & Vacances Martinique
- ●Permanent representative of PV-CP Gestion Exploitation on the Board of Directors of Sogire
- ●Director of PV Exploitation Belgique (Belgium)
- ●Director of Sociedad de Explotación Turística Pierre et Vacances España SL (Spain)
- ●Director of Bonavista de Bonmont SL (Spain)
- ●Director of Pierre & Vacances Italia SRL (Italy)
- ●Manager of Pierre et Vacances Maeva Tourisme Haute-Savoie
- ●Manager of the Société Hôtelière de l’Anse à la Barque
Key areas of expertise
Real estate, construction, urban planning
Operational knowledge supplemented by investors’ vision thanks to experience in Asset Management and Tourism Asset Development at Atream (independent real estate asset and fund management company).
Finance, accounting
ESSEC Business School training; expertise acquired in her various management positions; AMF certification.
Company management
Involved for 15 years in major operational issues and organizational transformation at Air France; several years of management experience in the hotel and car rental sectors.
Legal, compliance, risks
Member of the Pierre & Vacances-Center Parcs Group Risk Committee, SRI real estate certification for SCPI Atream Hotels.
Governance, ethics
20 years in senior management; ethics & governance training; AMF certified.
Human Resources, social
A high level of experience in operational Human Resources management in various senior management positions (Formule 1 / Etap hotel, Pierre & Vacances Tourisme, B&B Hotels France and Hertz France).
Environment, climate
Operational skills developed through numerous experiences in the hospitality sector (formerly Green Key certification) and more recently in short-term car leasing; knowledge of sustainable finance validated by AMF certification; Carbone 4 training.
Retail, customer service
Significant experience in retail and hospitality within the Accor, B&B Hotels and Pierre & Vacances-Center Parcs groups.
Innovation, marketing, information systems
Marketing via initial ESSEC Business School training and Marketing and Customer Care management positions at Air France and Accor.
C. Offices and positions held by Arnaud Le Mintier whose appointment as director is proposed
EXPERTISE AND EXPERIENCE
Arnaud Le Mintier is an aeronautical engineer who graduated in 1986 from ESTACA (École Supérieure des Techniques Aéronautiques et de Construction Automobile). He was also awarded a master’s degree in law from the Institute of Economic and Legal Studies Applied to Construction and Housing (ICH) in 2002 and RICS accreditation in 2004. He is also a member of various professional associations (ULI, CDCI, etc.). Arnaud Le Mintier began his career in the Grenadines, where he oversaw the building and management of a hotel. He then spent 12 years as Head of Development at Européenne Foncière et Patrimoine, where he specialized in residential real estate investments. From 2007 to 2014, he managed the French branch of Rockspring, a private real estate fund manager with Euro 7 billion in assets. In 2011, this branch obtained an asset management company license from the French Financial Markets Authority (AMF). He went on to join the French subsidiary of real estate company Cofinance, which he ran from 2014 to 2021. His role was to continue the growth and management of this real estate investment company. In 2021, Arnaud Le Mintier joined forces with the Virtuo group to create (it holds 25% of the share capital) and manage Virtuo Asset Management, a company specializing in logistics. This new entity performs fundraising and asset management operations on behalf of third parties.
OTHER Offices and positions held in 2024
Outside the Mercialys group
- ●Manager of EURL PNA Développement
- ●Manager of SCI PNA
- ●Founding member and director of I2L (Institut en Innovation Logistique - engineering school based in Metz)
Offices and positions ended during the past 5 years
- ●Chief Executive Officer of Cofinance
- ●Co-Manager of Cogistel
Key areas of expertise
Real estate, construction, urban planning
ICH training with practical applications developed during his various offices and in particular the significant project of developing a logistics hub on behalf of Fedex within Roissy airport.
Finance, accounting
Financial auditing and management of managed companies; direct relations with banks on the arrangement and management of financing for real estate acquisitions or developments and application of financial instruments (interest rate hedging).
Company management
Manager of various companies over the past 20 years; Director of Belgian companies during his term of office at Rockspring.
Legal, compliance, risks
ICH training with direct application during the management of his various posts as company director and in particular as part of the asset management company license issued in 2011 by the AMF to the Rockspring branch.
Governance, ethics
Expertise in ethical issues; RICS accreditation.
Environment, climate
Member of the Sustainable Development Committee formerly at Rockspring and currently at Virtuo, which is a “company with a mission”, particularly committed to respecting and promoting environmental issues; participation in the 2 tonnes workshop and the Climate Fresk; creation of the internal sustainable development criteria for the selection of new logistics development projects.
D. Changes in the composition of the Board of Directors and its Specialized Committees during fiscal year 2024
Departures
Appointments
Reappointments
Ratifications
Board of Directors
-
-
Victoire Boissier *
(April 25, 2024)
Jean-Louis Constanza *
(April 25, 2024)
Dominique Dudan *
(April 25, 2024)
Vincent Ravat
(April 25, 2024)
-
Audit, Risks and Sustainable Development Committee
-
-
Victoire Boissier *
(April 25, 2024)
-
Appointments, Compensation and Governance Committee
-
Pascale Roque *
(February 14, 2024)
Victoire Boissier *
(April 25, 2024)
Dominique Dudan *
(April 25, 2024)
-
Sustainable Investment Committee (1)
Élisabeth Cunin
(February 14, 2024)
Jean-Louis Constanza *
(February 14, 2024)
Maël Aoustin *
(February 14, 2024)
Dominique Dudan *
(April 25, 2024)
Vincent Ravat
(April 25, 2024)
-
(1) Transformation of the Strategy and Transformation Committee into the Sustainable Investment Committee on February 14, 2024.
- * Independent director.
E. Changes in the composition of the Board of Directors submitted to the General Meeting of April 29, 2025
Directors
Whose term of office is coming to an end
Whose term of office is presented for renewal (1)
Whose appointment is proposed to the General Meeting of April 29, 2025 (1)
Éric Le Gentil
Stéphanie Bensimon *
Élisabeth Cunin
Pascale Roque *
Éric Le Gentil
Stéphanie Bensimon *
Élisabeth Cunin
Pascale Roque *
Arnaud Le Mintier *
(1) Following a recommendation from the Appointments, Compensation and Governance Committee.
- * Independent director.
On the recommendation of the Appointments, Compensation and Governance Committee, the Board of Directors proposes to the next General Meeting the renewal of the directorships of Stéphanie Bensimon, Élisabeth Cunin, Pascale Roque and Éric Le Gentil. These directorships would be for a three-year term, with the exception of that of Pascale Roque, which would be for one year. The Board ensures that directorships are staggered so as to avoid all coming up for renewal at the same time. It also proposes to the General Meeting the appointment of Arnaud Le Mintier as a director for a term of three years.
The Board considers that its new composition would allow it to be a balanced body, with members offering complementary expertise as well as strong knowledge of the sector and the Company.
In particular, the Board wishes to renew its confidence in its Chairman, Éric Le Gentil, who provides valuable support to Senior Management. He maintains excellent relations with stakeholders and plays an essential role in the smooth running of the Board.
Thus, and subject to approval by the General Meeting of April 29, 2025, following this Meeting, the Board would have 10 members. It would comprise, within the meaning of the criteria set out in the AFEP-MEDEF Code, 7 independent directors: Stéphanie Bensimon, Victoire Boissier, Dominique Dudan, Pascale Roque, Maël Aoustin, Jean-Louis Constanza and Arnaud Le Mintier. Independent directors would then make up 70% of the Board and 50% of them would be female.
4.1.1.3Missions of the Chairman of the Board of Directors
As Chairman of the Board, Éric Le Gentil performs specific functions in addition to his Chairmanship of the Board, as follows:
- ●relations with major shareholders and with major financial and/or industrial partners;
- ●participation in strategy development and oversight of its implementation;
- ●interface between the Board of Directors and Senior Management.
Report on the activities of the Chairman of the Board of Directors for fiscal year 2024
During fiscal year 2024, the Chairman of the Board of Directors, in addition to the duties usually performed by a Chairman:
-
●kept
himself informed, particularly in terms of governance and the financial and non-financial outlook,
of:
- ●the expectations of shareholders and main financial and industrial partners,
- ●issues raised by the rating agency,
- ●discussions with proxy advisory firms,
- ●and was at their disposal;
- ●ensured that the Board addressed the issues raised;
- ●discussed the strategy and its implementation with the Chief Executive Officer;
- ●was consulted on financial communications;
- ●maintained regular dialogue with the Committee Chairs in order to prepare the work of the Board;
- ●met individually with each director.
-
4.2Compensation and benefits paid to directors and corporate officers
4.2.1Directors' compensation and benefits
4.2.1.1Principles of the compensation policy for directors
Several years ago, Mercialys introduced a compensation policy for directors which is intended to be balanced, virtuous and favorable to the Company’s corporate interest. Accordingly, the directors receive compensation in return for sharing their expertise and for their involvement in good governance of the Company, both of which are sources of sustainable development. Mercialys complies scrupulously with the recommendations of the AFEP-MEDEF Code in this domain. In particular it takes all necessary steps to avoid situations leading to potential conflicts of interest, including those that may concern determination of the compensation (the independence of the directors is assessed annually by the Appointments, Compensation and Governance Committee). These procedures are detailed in § 4.1.1, 4.1.8 and 4.1.9, p. 218 et seq. and p. 252 et seq.
- ●membership of one or more governance bodies: the directors’ participation in Specialized Committees gives rise to the allocation of additional compensation. The Chairpersons of the Committees and of the Board also receive specific compensation in this capacity;
- ●the workload and the level of responsibility involved in belonging to Specialized Committees: the effort and time directors devote to the Company are taken into account;
- ●the attendance: compensation for directors includes a variable component that is larger than the fixed component, based on their effective individual rate of attendance at Board of Directors’ and Specialized Committees' meetings. The variable component of compensation for directors and/or Committee members who have been absent is not reallocated, except in exceptional circumstances;
- ●the possibility of exceptional compensation: in the case of specific events or situations that result in extraordinary meetings of the Specialized Committees or Board of Directors, additional compensation may be allocated to all or some of the directors.
Mercialys determines and allocates the annual package for director compensation in accordance with the traditional procedure illustrated below:
◗ Methods for determining the compensation policy for directors
4.2.1.2Directors’ compensation for fiscal year 2024
The General Meeting of April 25, 2024 set the overall compensation package for members of the Board of Directors and of the Specialized Committees at Euro 440,000, in accordance with the principles of the aforementioned policy.
On the basis of recommendations from the Appointments, Compensation and Governance Committee, the Board of Directors, at its meeting of December 11, 2024, approved the terms and conditions for the allocation of directors’ compensation for fiscal year 2024, which are as follows:
- ●the annual unitary amount of compensation of members of the Board of Directors is set at Euro 18,000. This compensation consists of a fixed component and a variable component awarded on the basis of attendance:
- ●additional compensation is paid to members of the Specialized Committees. It consists of a fixed component and a variable component. The amounts set for each Committee are as follows:
Sustainable Investment Committee (1)
Audit, Risks and Sustainable Development Committee
Appointments, Compensation and Governance Committee
Fixed annual unitary amount
€4,000
€4,000
€4,000
Variable annual unitary amount (for 100% attendance)
€10,000
€10,000
€10,000
Additional amount paid to the Committee Chairperson
€6,000
€6,000
€6,000
(1) Transformation of the Strategy and Transformation Committee into the Sustainable Investment Committee on February 14, 2024.
- ●the individual or additional compensation indicated above is paid prorata temporis depending on the date on which directorships began or ended;
- ●this compensation is paid in the month following the closing of each fiscal year;
- ●the corporate officers of Mercialys benefit from an insurance policy taken out by the Company and covering the civil, personal or joint liability of all its senior executives and corporate officers, including those of its subsidiaries, whether directly or indirectly owned. The tax authorities have ruled that this insurance policy covers the risks inherent in corporate officers’ activity and that the insurance premium paid by the Company does not, therefore, constitute a taxable benefit.
On this basis, the total gross amount of compensation paid in January 2025 in respect of fiscal year 2024 to members of the Board of Directors and of the Specialized Committees was increased to Euro 375,167, from Euro 356,454 in respect of fiscal year 2023.
The tables below detail the compensation paid by Mercialys in 2023, 2024 and 2025 to each of the directors. It is stipulated that no compensation was paid by the companies it controls, and that the Company is not controlled within the meaning of Article L. 233-16 of the French Commercial Code.
It should be noted that the information concerning Éric Le Gentil, Chairman of the Board of Directors, and Vincent Ravat, Director and Chief Executive Officer, is also presented in full in § 4.2.2.2, B, p. 264 et seq. and § 4.2.2.4, B, p. 270 et seq.
(in euros)
Amounts paid in 2023
Amounts paid in 2024
Maël Aoustin
-
18,997 (1)
Stéphanie Bensimon
43,786
50,000
Victoire Boissier
36,458
42,429
Jean-Louis Constanza
2,236 (2)
30,000
Élisabeth Cunin
43,583
50,000
Dominique Dudan
45,000
50,000
Jacques Dumas
26,250
11,028 (3)
David Lubek
5,366 (4)
-
Sébastien Pezet
0 (5)
-
Vincent Ravat
13,575 (6)
30,000
Pascale Roque
26,250
30,000
Michel Savart
9,934 (7)
-
Generali Vie
7,493 (5)
-
Subtotal excluding Éric Le Gentil, Chairman of the Board of Directors
259,931
312,454
Éric Le Gentil
40,000
44,000
Total
299,931
356,454
- (1)Appointment of Maël Aoustin on April 27, 2023.
- (2)Co-option of Jean-Louis Constanza on October 20, 2022.
- (3)End of the term of office of Jacques Dumas on April 27, 2023.
- (4)Resignation of La Forézienne de Participations, represented by David Lubek, on April 28, 2022.
- (5)Resignation of Generali Vie, represented by Sébastien Pezet, on July 1, 2022. Generali Vie received its compensation directly as a director on the Mercialys Board of Directors. Sébastien Pezet, permanent representative of Generali Vie, waived his compensation as a member of the Strategy and Transformation Committee.
- (6)Co-option of Vincent Ravat on June 15, 2022.
- (7)Resignation of Michel Savart on April 26, 2022.
(in euros)
Board of Directors
Specialized Committees
Sustainable
Investment
Committee (1)Audit, Risks and Sustainable Development Committee
Appointments, Compensation and Governance Committee
Fixed component
Variable component
Fixed component
Variable component
Fixed component
Variable component
Fixed component
Variable component
Total
Maël Aoustin
5,000
13,000
3,508
8,333
9,262
10,000
-
-
49,103
Stéphanie Bensimon
5,000
13,000
9,262
10,000
4,738
10,000
-
-
52,000
Victoire Boissier
5,000
13,000
-
-
4,000
10,000
4,000
10,000
46,000
Jean-Louis Constanza
5,000
13,000
492
1,667
-
-
-
-
20,159
Élisabeth Cunin
5,000
13,000
1,230
1,667
-
-
4,000
10,000
34,897
Dominique Dudan
5,000
13,000
4,000
10,000
-
-
10,000
10,000
52,000
Vincent Ravat
5,000
13,000
4,000
10,000
-
-
-
-
32,000
Pascale Roque
5,000
13,000
-
-
4,000
10,000
3,508
7,500
43,008
Subtotal excluding Éric Le Gentil, Chairman of the Board of Directors
40,000
104,000
22,492
41,667
22,000
40,000
21,508
37,500
329,167
Éric Le Gentil
5,000
13,000
4,000
10,000
-
-
4,000
10,000
46,000
Total
45,000
117,000
26,492
51,667
22,000
40,000
25,508
47,500
375,167
- (1)Transformation of the Strategy and Transformation Committee into the Sustainable Investment Committee on February 14, 2024.
◗ Attendance rate at meetings of the Board of Directors and Specialized Committees
4.2.1.3Compensation policy for directors in respect of 2025
The Board of Directors proposes at the upcoming General Meeting to be held on April 29, 2025 to maintain the overall annual compensation package for directors at Euro 440,000.
- ●the annual unitary amount of compensation for members of the Board of Directors would be maintained at Euro 18,000. This compensation consists of a fixed component and a variable component awarded on the basis of attendance:
- ●additional compensation is paid to members of the Specialized Committees. This would remain unchanged. This compensation consists of a fixed component and a variable component awarded on the basis of attendance. Additional amount paid to the Committee Chairperson:
Sustainable Investment Committee
Audit, Risks and Sustainable Development Committee
Appointments, Compensation and Governance Committee
Fixed annual unitary amount
€4,000
€4,000
€4,000
Variable annual unitary amount (for 100% attendance)
€10,000
€10,000
€10,000
Additional amount paid to the Committee Chairperson
€6,000
€6,000
€6,000
- ●the individual or additional compensation indicated above will be paid prorata temporis depending on the date on which directorships began or ended;
- ●this compensation is paid in the month following the closing of each fiscal year;
- ●the corporate officers of Mercialys benefit from an insurance policy taken out by the Company and covering the civil, personal or joint liability of all its senior executives and corporate officers, including those of its subsidiaries, whether directly or indirectly owned. The tax authorities have ruled that this insurance policy covers the risks inherent in corporate officers’ activity and that the insurance premium paid by the Company does not, therefore, constitute a taxable benefit.
In the event that the Board of Directors must give its opinion by means of a written consultation, under the conditions provided by the regulations and the articles of association, the Board of Directors reserves the right to pay compensation for this consultation on a case-by-case basis, in addition to the aforementioned fixed and variable annual unitary amounts, within the limit of the annual budget.
-
Appendix: AFEP-MEDEF cross-reference table
Article number
Recommendations
Implemen-
tation by MercialysComments
1
Duties of the Board of Directors
1.1
Carrying out the duties assigned by law and acting, under all circumstances, in the Company’s best interest
Yes
Art. 5 of the RP, p. 402
1.2
Setting strategic guidelines
Yes
Art. 5 of the RP, p. 402
1.3
Compliance with the main duties assigned by law
Yes
Art. 5 and 11.2.1 of the RP, p. 402 and p. 406 et seq.
1.4
Information on the Board of Directors
Yes
Art. 6 of the RP, p. 403
1.5
Review of opportunities and risks in line with directors’ strategy and information
Yes
Art. 6 of the RP, p. 403
1.6
Oversight of the anti-corruption and influence-peddling system
Yes
Art. 5 of the RP, p. 402
1.7
Non-discrimination and diversity policy within ruling bodies
Yes
§ 4.1.1.2, A, p. 219 et seq.
§ 4.1.2.2 and § 4.1.2.3, p. 239 et seq.
1.8
Corporate governance report on the Board’s activities
Yes
§ 4.1.4.2, p. 242 et seq.
1.9
Clarifications required incorporated in the Rules of Procedure
Yes
Art. 5, 6 and 8 of the RP, p. 402 et seq. § 4.1.2.1, p. 238
2
The Board of Directors: collegiate body
2.1
Collegiate body mandated by all shareholders
Yes
§ 4.1.1, p. 218
2.2
Adaptation of the Board’s composition and organization – Publication of Rules of Procedure
Yes
Last update:
February 12, 2025
§ 9.1.5, p. 400 et seq.
2.3
Limitation of the representation of specific interests
Yes
§ 4.1.1.2, A, p. 219 et seq.
2.4
Prevention of conflicts of interest in the event of a company controlled by a majority shareholder
Not applicable
No majority shareholder
3
Diversity of governance organization methods
3.1
Choice between a one or two-tier structure
Yes
One-tier structure
3.2
Governance organization methods
Yes
§ 4.1, p. 218
§ 4.1.2, p. 238
Separation of functions
Appointment of a lead director deemed unnecessary by the Board of Directors
3.3
Resources and prerogatives of the lead director
Not applicable
No lead director
3.4
Information on the organization of management and control powers
Yes
§ 4.1, p. 218
§ 4.1.2, p. 238
4
The Board and reporting to shareholders and the markets
4.1
Rigorous financial reporting policy
Yes
§ 7.1.4, p. 342 et seq.
4.2
Fair reporting
Yes
§ 7.1.4, p. 342 et seq.
4.3
Relevance, balance and educational aspect of information
Yes
§ 7.1.4, p. 342 et seq. and Chap. 2, p. 80 et seq.
4.4
Shareholder relations on governance issues entrusted to the Chairman of the Board of Directors or the Lead Director
Yes
Art. 7 of the RP, p. 403
4.5
Reliable procedures to identify, control and assess commitments and risks
Yes
Chap. 5, p. 302 et seq.
4.6
Relevant information in this area for shareholders and investors
Yes
Off-balance sheet commitments: § 3.1.2 Note 23, p. 183 et seq. and Financial rating: § 1.2.5.5,
p. 56 et seq.
5
The Board of Directors and Corporate Social Responsibility
5.1
Setting multi-year strategic guidelines in terms of Corporate Social Responsibility
Yes
§ 4.1.4.2, B, p. 243 and § 4.1.6, p. 250
5.2
Presentation to the Board of Directors of the methods for implementing the Corporate Social Responsibility strategy with an action plan and time frames within which these actions will be carried out
Yes
§ 4.1.4.2, B, p. 243 and § 4.1.6, p. 250
5.3
Definition of specific objectives with different time frames for the climate strategy
Yes
§ 4.1.4.2, B, p. 243 and § 4.1.6, p. 250
5.4
Presentation of the climate strategy to the Ordinary General Meeting at least every three years or in the event of a significant change
Yes
Presentation of the climate strategy as part of the 19th resolution of the General Meeting of April 28, 2022, and before the vote on the resolutions at the General Meeting of April 27, 2023. The presentation of the climate strategy was on the agenda for the General Meeting of April 25, 2024, without a resolution submitted to a shareholder vote
6
The Board of Directors and the Shareholders' General Meeting
6.1
Board of Directors appointed by the shareholders to which it reports on the performance of its duties
Yes
§ 4.1.1.2, p. 219 et seq.
6.2
Compliance with the holding and authority of the Shareholders' General Meeting
Yes
Chap. 8, p. 356 et seq.
6.3
Management of conflicts of interest in the event of large-scale transactions
Yes
§ 4.1.8 and 4.1.9, p. 252 et seq.
6.4
Consultation of shareholders on major transactions
Not applicable
No major transaction in progress
7
Composition of the Board of Directors: guiding principles
7.1
Balance of the composition of the Board – Competence and ethics of the members
Yes
§ 4.1.1, p. 218 et seq.
7.2
Composition of the Board of Directors – Diversity policy
Yes
§ 4.1.1.2, p. 219 et seq.
8
Gender diversity policy within ruling bodies
8.1
Gender equality targets for ruling bodies
Yes
§ 4.1.1.2, p. 219 et seq.
§ 4.1.2.3, p. 239
8.2
Description of ruling bodies’ gender diversity policy
Yes
§ 4.1.2.3, p. 239 et seq.
9
Representation of employee shareholders and employees
9.1
Board’s application of the provisions of this Code to matters related to directors representing employees
Not applicable
No director representing employees, since Mercialys does not exceed legal thresholds
9.2
Voting by directors representing employees
Not applicable
No director representing employees, since Mercialys does not exceed legal thresholds
9.3
Equal rights and obligations of directors representing employees
Not applicable
No director representing employees, since Mercialys does not exceed legal thresholds
10
Independent directors
10.1
Integrity, competence, proactivity, attendance and involvement of independent directors
Yes
§ 4.1.1.2, A, p. 219 et seq.
10.2
Definition of independent directors
Yes
§ 4.1.1.2, A, p. 219 et seq.
10.3
Percentage of independent directors
Yes
§ 4.1.1.2, A, p. 219 et seq.
10.4
Review of the independence of directors and reporting to shareholders
Yes
§ 4.1.1.2, A, p. 219 et seq.
10.5
Director independence review criteria
Yes
§ 4.1.1.2, A, p. 219 et seq. The independence criterion relating to the material or non-material nature of the relationship with the Company was the subject of an annual special analysis by the Appointments, Compensation and Governance Committee for Élisabeth Cunin, Chairwoman of Kiabi, a tenant retailer of Mercialys
10.6
No variable compensation linked to Company performance for non-executive corporate officers
Yes
§ 4.2.2.2, p. 264 et seq.
10.7
Analysis of the independence of directors representing shareholders holding more than 10% of the share capital or voting rights
Not applicable
No shareholder holds more than 10% of the share capital or voting rights
11
Assessment of the Board of Directors
11.1
Compliance with the principle of assessment by the Board of its ability to meet shareholder expectations
Yes
§ 4.1.1.1 and 4.1.1.2, p. 218 et seq.
§ 4.1.7, p. 250 et seq.
11.2
Compliance with the three objectives of the assessment
Yes
§ 4.1.7, p. 250 et seq.
The assessments carried out in 2023 and 2024 met these 3 objectives
11.3
Compliance with methods of assessment
Yes
§ 4.1.7, p. 250 et seq.
12
Board meetings and committee meetings
12.1
Publication of the number of meetings and attendance of directors
Yes
§ 4.1.1.2, A, p. 219
§ 4.1.4.2, A, p. 242 et seq.
12.2
Frequency and appropriate length of meetings
Yes
§ 4.1.4.1, p. 240 et seq.
12.3
Meetings without the presence of executive corporate officers
Yes
Art. 17 of the RP, p. 407 et seq.
§ 4.1.4.2, B, p. 242
The directors meet at least once a year without the presence of the Chairman of the Board of Directors and Senior Management
12.4
Clear minutes of meetings
Yes
Art. 3 of the RP, p. 402
13
Access to information for directors
13.1
Directors’ right to information and duty of confidentiality included in the Rules of Procedure
Yes
Art. 6, 15 and 19 of the RP, p. 403, 407 and 408
13.2
Diligent transmission of useful information to directors, even between Board meetings
Yes
Art. 6 of the RP, p. 403
13.3
Director’s duty to seek the information needed to perform related duties
Yes
Art. 15 of the RP, p. 407
13.4
Ability of directors to meet with the Company’s key executives
Yes
Art. 6 of the RP, p. 403
14
Director training
14.1
Benefit for all directors of training in the specifics of the company, its business lines, its sector and its CSR challenges
Yes
Art. 15 of the RP, p. 407
14.2
Reporting on members of the Audit Committee and their appointment, as well as on special features of company accounting, finance or operations
Yes
Art. 1.3 of the Audit, Risks and Sustainable Development Committee charter, available at: www.mercialys.com
14.3
Specific training for directors representing employees
Not applicable
No director representing employees, since Mercialys does not exceed legal thresholds
15
Directors’ term of directorship
15.1
Term of directorships
Yes
Art. 16 of the articles of association, p. 396
Art. 1 of the RP, p. 400
15.2
Staggering of directorships
Yes
Art. 16 of the articles of association, p. 396
Art. 1 of the RP, p. 400
15.3
Information on the directors
Yes
§ 4.1.1.2, A, p. 219 et seq.
15.4
Grounds for the candidacy of a director submitted for appointment or reappointment
Yes
Annual General Meeting brochure
16
Board committees: general principles
16.1
Existence and composition of committees
Yes
§ 4.1.1.2, A, p. 219
No cross-directorships
16.2
Scope of responsibility of committees
Yes
§ 4.1.5, p. 244 et seq.
16.3
Committee operating procedures and rules
Yes
Specialized Committee charters, available at: www.mercialys.com
17
Audit Committee
17.1
Existence and composition
Yes
§ 4.1.1.2, A, p. 219
17.2
Powers
Yes
§ 4.1.5.1, p. 244 et seq.
17.3
Operating procedures
Yes
§ 4.1.5.1, p. 244 et seq.
Audit, Risks and Sustainable Development Committee charter, available at: www.mercialys.com
18
The Appointments Committee
18.1
Existence and composition
Yes
§ 4.1.1.2, A, p. 219
Mercialys has an Appointments, Compensation and Governance Committee
18.2
Powers
Yes
§ 4.1.2, A, p. 223 et seq.
§ 4.1.3, p. 240, § 4.1.5.2, p. 246
18.3
Operating procedures
Yes
§ 4.1.3, p. 240
§ 4.1.5.2, p. 246 et seq.
The Chairman of the Board of Directors is a member of the Appointments, Compensation and Governance Committee and is therefore involved in the process of selecting and appointing directors
19
The Compensation Committee
19.1
Existence and composition
Yes
§ 4.1.1.2, A, p. 219
Mercialys has an Appointments, Compensation and Governance Committee
19.2
Powers
Yes
§ 4.1.5.2, p. 246 et seq.
19.3
Operating procedures
Yes
§ 4.1.5.2, p. 246 et seq.
20
The number of terms of office of executive corporate officers and directors
20.1
Director involvement
Yes
Art. 18 of the RP, p. 408
20.2
Limit on the number of terms of office of the executive corporate officer
Yes
Art. 18 of the RP, p. 408
§ 4.1.1.2, B, p. 226
The Chief Executive Officer does not hold any other office in a listed company outside the Group
20.3
Specific recommendations regarding non-executive corporate officers’ terms of office
Yes
§ 4.1.1.2, B, p. 225
The Chairman does not hold any other office in a listed company outside the Group
20.4
Restriction on the number of directorships
Yes
Art. 18 of the RP, p. 408
§ 4.1.1.2, B, p. 225 et seq.
According to the information submitted by the directors to the Company, none of them holds more than four other directorships in listed companies outside the Group, including foreign ones
20.5
Information submitted by the directors on the other directorships held
Yes
Art. 18 of the RP, p. 408
§ 4.1.1.2, B, p. 225 et seq.
According to the information submitted by the directors to the Company, none of them holds more than four other directorships in listed companies outside the Group, including foreign ones
21
Ethics for directors
21
Fundamental obligations to be met by the directors
Yes
Art. 14 et seq. of the RP,
p. 407 et seq.
22
Directors’ compensation
22.1
Attendance-based compensation
Yes
§ 4.2.1, p. 255 et seq.
22.2
Additional compensation possible, particularly in the event of attendance at, or Chairmanship of, specialized committees
Yes
§ 4.2.1, p. 255 et seq.
22.3
Adjustment of compensation to the level of responsibilities and time spent on the role
Yes
§ 4.2.1, p. 255 et seq.
22.4
Publication of compensation rules and individual amounts paid
Yes
§ 4.2.1, p. 255 et seq.
23
Termination of employment contract in the event of corporate office
23.1
End of employment contract if an employee becomes an executive corporate officer
Yes
§ 4.2.2.2, B, 5, p. 265
§ 4.2.2.4, B, 5, p. 274
§ 4.2.2.6, B, 5, p. 286
None of Mercialys' executive corporate officers have an employment contract
23.2
Scope of the recommendation
Yes
§ 4.2.2.2, B, 5, p. 265
§ 4.2.2.4, B, 5, p. 274
The Chairman of the Board of Directors and the Chief Executive Officer do not have an employment contract
23.3
Exclusions
Not applicable
24
Requirement for corporate officers to hold shares
24
Definition of a minimum number of shares that corporate officers must hold in registered form until the end of their term of office
Yes
The Board of Directors has not set minimum shares for executive corporate officers. As part of the compensation policy for executive corporate officers, however, since 2017, long-term variable compensation has systematically been based on the allocation of bonus shares, subject to performance conditions. 100% of the vested shares must be held for a minimum of 2 years, then 50% until the termination of their duties as corporate officers. Under the 2024 and 2025 bonus share plans, the obligation to retain 50% of the shares vested for more than 2 years will continue to apply only until the total amount of shares held by executives represents 300% of their last gross annual fixed compensation.
§ 4.2.2.4, A, p. 266
§ 4.2.2.5, B, p. 276
§ 4.2.2.6, A, p. 280
§ 4.2.2.7, B, p. 288
25
Conclusion of a non-competition agreement with a corporate officer
25.1
Definition of non-competition agreement
Yes
§ 4.2.2.4, A, p. 269
§ 4.2.2.5, B, p. 298 et seq.
§ 4.2.2.6, A, p. 281 et seq.
§ 4.2.2.7, B, p. 290
25.2
Board’s authorization of the non-competition agreement and its publication
Yes
§ 4.2.2.4, A, p. 269
§ 4.2.2.5, B, p. 278 et seq.
§ 4.2.2.6, A, p. 281 et seq.
§ 4.2.2.7, B, p. 290
25.3
Board’s option to waive the implementation of this agreement upon the corporate officer’s departure
Yes
§ 4.2.2.4, A, p. 269
§ 4.2.2.6, A, p. 281 et seq.
25.4
Payment of non-competition compensation excluded when executives exercise their right to retire and when they are over the age of 65
Not applicable
§ 4.2.2.5, B, p. 278
§ 4.2.2.7, B, p. 290
25.5
Prohibition of non-competition agreements signed at the time of the corporate officer’s departure and not previously specified
Not applicable
Non-competition agreements are included in compensation policies
25.6
Amount of non-competition indemnity and terms of payment
Yes
§ 4.2.2.4, A, p. 269
§ 4.2.2.6, A, p. 281 et seq.
26
Compensation of corporate officers
26.1
Principles for determining the compensation of corporate officers and role of the Board of Directors
Yes
§ 4.2.2, p. 259 et seq.
26.2
Principles for determining the compensation of non-executive corporate officers
Yes
§ 4.2.2, p. 259 et seq.
26.3
Components of the compensation of executive corporate officers
Yes
§ 4.2.2.4 et seq.
p. 266 et seq.
The 31st resolution that will be presented to the General Meeting of April 29, 2025, sets the total number of bonus shares that may be allocated over 26 months at 1.0% of the share capital, of which 0.5% to be allocated to executive corporate officers and 0.5% to employees. This equal distribution is due to the fact that, due to the nature of its business, Mercialys’ total workforce has very few employees (155 staff on permanent contracts at the end of December 2024) and so complies with the principle of non-concentration of bonus share plans
26.4
Allowance paid to executive corporate officers upon taking office
Not applicable
No recent executive changes
26.5
Severance pay in the event of the departure of executive corporate officers
Not applicable
§ 4.2.2.4, A, p. 269
§ 4.2.2.5, B, p. 278
§ 4.2.2.6, A, p. 281
§ 4.2.2.7, B, p. 290
Not covered by the compensation policies
26.6
Supplementary pension plans for executive corporate officers
Not applicable
§ 4.2.2.4, A, p. 269
§ 4.2.2.5, B, p. 278
§ 4.2.2.6, A, p. 281
§ 4.2.2.7, B, p. 290
Not covered by the compensation policies
27
Information on the compensation of corporate officers and policies for granting stock options and performance shares
27.1
Constant flow of information
Yes
https://www.mercialys.com/investors/regulated-information/remuneration-of-senior-executives
27.2
Annual information – Content and presentation
Yes
§ 4.2, p. 255 et seq.
Diligent use of AMF tables
28
Implementation of recommendations
28.1
Application of the “Comply or explain” rule
Yes
Chap. 4 Appendix, p. 292 et seq.
28.2
Monitoring of recommendations from the High Committee of Corporate Governance
Not applicable
No comments received by Mercialys in 2024
29
Review of the Code
29
Periodic review of the Code at AFEP and MEDEF’s initiative
Not applicable
Compliance of Mercialys practices with the AFEP-MEDEF Code in its updated version of December 2022
(1)The annual variable compensation paid during year N corresponds to the variable compensation payable in respect of year N‑1.(2)The shares awarded definitively in year N correspond to the plans in previous years. Shares are valued on the basis of the Company’s consolidated financial statements.(3)Panel selected by AON TalentSolutions of French companies and French subsidiaries of international companies including Altarea (France, Euronext), Costar (US, NASDAQ), Greystar (US), JLL France, Nexity (France, Euronext), Prologis (US, NYSE), Sagard (US), Vinci Immobilier (France, Euronext)(4)2020 report on corporate governance and executive compensation for listed companies, AMF, November 24, 2020.(5)Panel selected by AON of companies operating in the real estate sector including Alstria, Deutsche Euroshop, Eurocommercial Pty, Frey SA, Great Portland Estates, Hammerson, Workspace Plc, Altarea, Argan, Carmila, Covivio, Gecina, Icade, IGD, NewRiver, Peugeot Invest, Société de la Tour Eiffel, SFL and Wereldhave. This panel is made up of French companies (53%) and international companies (47%).(6)The panel of the study entitled “PAYing attention”, dated December 6, 2023, covers the following 22 listed companies: Vonovia, URW, LEG, Landsec, SECGRO, British Land, GPE, Hammerson, Derwent, Klépierre, Covivio, Cofinimmo, Aedifica, VGP, Gecina, AroundTown, Shurgard, Carmila, CTP, Icade, WDP and Tritax.(7)The TSR, or Total Shareholder Return, corresponds to the rate of return on shares over the period and includes dividends received and capital gains realized. It will be calculated:- using as an initial reference value the average share price for the 10 days preceding the start date of the period- using as a final reference value the average share price for the 10 days preceding the end date of the period, inclusive- by taking into account gross dividends whose payment date is between the start and end dates of the period.(8)The notion of “FFO” is gradually being replaced by “NRE” (Net Recurrent Earnings) in the Company’s financial documentation without changing the historical calculation methods.(9)The notion of “FFO” is gradually being replaced by “NRE” (Net Recurrent Earnings) in the Company’s financial documentation without changing the historical calculation methods.(10)Panel selected by AON of French and international companies operating in the real estate sector including Alstria, Eurocommercial Pty, Frey SA, Great Portland Estates, Hammerson, Workspace Plc, Argan, IGD, NewRiver, Société de la Tour Eiffel and Wereldhave.(11)The TSR, or Total Shareholder Return, corresponds to the rate of return on shares over the period and includes dividends received and capital gains realized. It will be calculated:- using as an initial reference value the average share price for the 10 days preceding the start date of the period- using as a final reference value the average share price for the 10 days preceding the end date of the period, inclusive- by taking into account gross dividends whose payment date is between the start and end dates of the period. -
Risk factors
5.1Organization of internal control and risk management
Mercialys’ internal control and risk management systems presented in this chapter were developed in accordance with the reference framework set by the French Financial Markets Authority (AMF)(1). The main due diligence carried out before writing the paragraphs below involved circulating AMF questionnaires and internal questionnaires or conducting internal interviews to identify all the internal control and risk management systems.
- 1.the stakeholders, roles and responsibilities;
- 2.a risk management process based on the identification, analysis and treatment of risks; and
- 3.the continuous oversight of these systems.
- ●a specific organization that is dedicated to risk management through a Risk Prevention Committee;
- ●the internal distribution of procedures, documentation and operating guidelines identified as areas for improvement;
- ●permanent monitoring through risk assessments (depending on their occurrence and impact), with the associated risk maps updated on a regular basis.
These systems are an integral part of Mercialys’ operational and strategic steering, and aim to protect the Company against several identified risk categories, ensuring that its development is effectively controlled and sustainable. They also aim to identify the emergence of new risks and to plan for their coverage and management. In the event of a crisis, such as the Covid-19 pandemic, which led to major national restrictions in 2020 and 2021, these systems make it possible to rapidly engage stakeholders and set up procedures that are key to ensuring business continuity.
5.1.1Internal control and risk management bodies
Mercialys’ internal control and risk management systems, as presented in this chapter, apply to Mercialys and its controlled subsidiaries as defined by the French Commercial Code, in accordance with the AMF reference framework (1).As indicated by the AMF, the systems are adapted to the specific characteristics of each company and the relationships between the parent company and its subsidiaries.
The internal control and risk management arrangements are built around three areas of expertise. The health crisis in 2020 and 2021 confirmed that they are working effectively and the levels of engagement.
5.1.1.1Audit, Risks and Sustainable Development Committee (ARSDC)
Mercialys Senior Management defines, designs and implements internal control and risk management systems.
To this end, it is supported by the Audit, Risks and Sustainable Development Committee, which is responsible for checking that the Company has appropriate and structured resources in place to identify, detect and prevent risks, anomalies and irregularities in the management of its business. Among other duties, this Committee closely and regularly monitors the internal control and risk management systems.
Within this framework, it issues observations and recommendations on audit work, while carrying out or commissioning any analyses and reviews that it deems appropriate on any internal control and risk management issues.
The Audit, Risks and Sustainable Development Committee’s role includes overseeing the risk mapping process, from financial to sustainability and compliance risks, in addition to the process for preparing financial information. In 2024, it was more specifically consulted with regard to environmental aspects, cybersecurity, and aspects related to financing and liquidity.
An Audit, Risks and Sustainable Development Committee Charter, available on the Company’s website, presents its responsibilities.
Details on the composition, duties and accomplishments of the Audit, Risks and Sustainable Development Committee are presented in Chapter 4, § 4.1.5.1, p. 244 and 246.
5.1.1.2Risks Prevention Committee (RPC)
A Risks Prevention Committee aims to meet the regulatory requirements for increased risk monitoring, but above all to secure the processes on which Mercialys relies, at both operational and financial levels, and thus offer increased visibility over the management of its risks.
The Risk Prevention Committee’s main mission is to manage the risk control system through a mapping process. Its duties primarily include:
- ●identifying the risks facing Mercialys;
- ●identifying and assessing the procedures in place;
- ●implementing a plan to supplement or optimize the handling of risks, and lastly organizing controls to ensure the correct application of procedures.
This Committee comprises the Chief Executive Officer, the Chief Financial Officer, the Director of Human Resources, the Head of Internal Control, the CSR Director and the Ethics and Compliance Director. Through its members, the Committee benefits from the expert position of each manager and can optimize its approach by having direct access to the departments.
The Committee reports directly to Senior Management, which further strengthens the link between Mercialys’ strategy and risk management. This close link proved invaluable faced with the context of health and economic instability seen from 2020 to 2022. It facilitated ongoing dialogue between the stakeholders involved in the risk management process and Senior Management, helping decisions to be taken quickly for actions at the sites and initiatives at the head office.
The Risks Prevention Committee meets once a quarter and reports on its work to the Audit, Risks and Sustainable Development Committee at least once a year. The Executive Committee is also kept informed through regular presentations.
5.1.1.3Employees
Employees and middle managers represent the third line in Mercialys’ internal control and risk management system. They are tasked with making the internal control and risk management systems work by improving them continuously.
Mercialys therefore ensures that all of its employees are involved in the risk management process through ad hoc presentations, communication with the teams and the Risk Prevention Committee’s operations. Department heads and/or employees hold regular meetings with Risk Prevention Committee members on specific topics.
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5.2Description and management of risks
5.2.1Identification and classification of risks
On a recurring basis, Mercialys reviews the main risks that could have a material impact on its business activities, financial position or results. Risk management is integrated into the Company’s decision-making and operational processes and feeds into the deployment of its strategy.
The Risk Prevention Committee identifies these risks through interviews with each Company department, with employees and with service providers. The mapping prepared on this basis is presented to and approved by the Audit, Risks and Sustainable Development Committee, which ensures that all the risks are covered, monitored and managed.
The risk mapping is reviewed annually. It may be modified according to the action plans put in place or the identification of new risks. This iterative process makes it possible to integrate risks related to actual or potential changes, whether operational, regulatory or linked to developments on the retail real estate market.
Although Mercialys is not subject to certain provisions of the so-called “Sapin 2” Law(3), the Company applies a determined approach to controlling the risks governed by this law. Mercialys deals with the risk of corruption in terms of not only compliance with the ethical rules that the Company wants all employees to respect, but also as an operational and financial hazard. As such, the Company conducts continuous checks and dialogue with its various departments.
The challenge is to not only deal with significant financial risks, but also the behaviors to be avoided. The scope of controls carried out to prevent corruption concerns the activities managed by Mercialys on its own behalf, the activities subcontracted by Mercialys, as well as the activities managed by Mercialys on behalf of its partners. The aspects of passive and active corruption are addressed by the control procedures put in place.
It should be noted that the risk factors addressed in this chapter are not exhaustive and cannot exclude other risks, whether they are potential unidentified risks or emerging / identified risks that are evolving, and / or whose the occurrence is not expected at the date of filing of this Universal Registration Document, which are likely to have a material adverse impact on the Group, its activities, its financial position and / or its results, the listing of its shares or bonds, or its objectives.
5.2.1.1Risk categories
Mercialys’ Risks Prevention Committee has identified 49 risks, which it has broken down into categories in accordance with ESMA(4) guidelines. The breakdown between the eight categories retained is presented in the following table, while noting that Mercialys does not use any subcategories.
Number of risks
Risks related to the sector
3
Risks related to business activities
10
Risks related to the financial position
2
Risks related to internal control
16
Legal and regulatory risks
7
Governance risks
5
Environmental, social and societal risks
6
Risks related to financial operations underway
0
5.2.1.2Risk rating and prioritization
To ensure the pragmatic management and monitoring of its risks, Mercialys has rated them based on their priority. This prioritization system is based on a rating that includes the two dimensions from the risk mapping matrix, i.e. the risk’s impact and its probability of occurrence.
Mercialys reassesses the relevance of these ratings each year, incorporating the following factors in addition to the findings from the dedicated tests:
- ●the macroeconomic, operational, financial and regulatory environment;
- ●risks related to information systems; or
- ●inflation and interest rates.
Impact
This measures the potential impact of a risk for the Company if it were to occur. When it can be quantified, the impact is expressed as a percentage of net recurrent earnings (NRE)(5) or the Net Asset Value (NAV). When it cannot be quantified, it is assessed based on Mercialys’ ability to continue rolling out its strategy and operations or in terms of reputational consequences. The impact is split into three levels: low, moderate and high.
Note that the assessment of the Company’s environmental, social and societal risks is based on their materiality, after consulting with internal and external stakeholders, in line with the strategic CSR approach. The assessment of Mercialys’ other risks is based on internal stakeholders. To ensure consistency between these two methodologies, the Risk Prevention Committee rates the impact of environmental, social and societal risks on the basis of their reputational consequences. The level of rating is derived directly from their positioning within the Company’s materiality matrix.
Change in NRE
Less than 1% of NRE
From 1% to 5% of NRE
More than 5% of NRE
Change in NAV
Less than 1% of NAV
From 1% to 5% of NAV
More than 5% of NAV
Implementation of the strategy and continuity of operations
Minor obstacles to the deployment of the strategy and operations
Moderate obstacles to the deployment of the strategy and operations
Major obstacles to the deployment of the strategy and operations
Reputation
No media impact or impact with a limited number of stakeholders
Local media impact or impact with certain stakeholders
National media impact or impact with a high number of stakeholders
Probability
The probability is defined as the possibility of a risk occurring, at least once, over different timeframes. In other words, it assesses the plausibility of an event involving a risk occurring. The probability is split into three levels: unlikely, possible and probable.
Probability of at least one occurrence of the risk
Over a timeframe of 4 to 5 years
Over a timeframe of 2 to 3 years
Over a timeframe of 1 year
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6.2Related-party agreements
In an effort to strengthen the Company’s governance, the Board of Directors of Mercialys, at its meeting of February 11, 2015, authorized the introduction of a procedure for agreements entered into between Mercialys group companies and related parties (see § 4.1.8.1, p. 252). At its meeting of December 12, 2019, the Board of Directors updated the charter relating to agreements between Mercialys group companies and related parties in order to include a procedure for determining and evaluating ongoing agreements entered into by Mercialys, a requirement of the "Pacte" law of May 22, 2019. The Board of Directors regularly reviews this charter.
Transactions with related parties are shown in Note 24 of § 3.1.2 to the consolidated financial statements, p. 184 et seq.
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6.3Subsidiaries and equity investments - Mercialys group organization chart
The organization chart below presents the structure of the Mercialys group. The table of subsidiaries and equity investments can be found in § 3.2.2, Note 25, p. 208 et seq. In addition to revenue generated and net income for the fiscal year, the table also shows, for each company, shareholders’ equity, the Net Asset Value of the securities and dividends received.
◗ Mercialys group organization chart at December 31, 2024
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6.4Statutory Auditors' special report on regulated agreements
General Meeting for approval of the financial statements for the fiscal year ended December 31, 2024
It is our responsibility, on the basis of the information provided to us, to communicate to you the characteristics, essential terms and conditions, as well as the reasons for the Company’s interest in the agreements of which we have been advised, or which we have discovered during our assignment, without commenting on their usefulness or validity, or identifying the existence of other such agreements. It is your responsibility, according to Article R. 225-31 of the French Commercial Code, to assess the benefits of these agreements in view of their approval.
In addition, we are required, where applicable, to provide you with the information specified in Article R. 225-31 of the French Commercial Code concerning the performance, during the past fiscal year, of agreements already approved by the General Meeting.
We carried out the procedures which we considered necessary with regard to the professional guidelines issued by the French National Association of Statutory Auditors (CNCC) relating to this type of undertaking. These procedures consisted in verifying that the information communicated to us matched the basic documents from which they originate.
Agreements submitted for approval to the General Meeting
Pursuant to Article L. 225-40 of the French Commercial Code, we have been informed of the following agreements entered into during the past fiscal year which were subject to the prior authorization of your Board of Directors.
With Vincent Ravat, Chief Executive Officer and Director of Mercialys, representative of Mercialys in its capacity as President of Hyperthetis Participations, and Elizabeth Blaise, Deputy Chief Executive Officer of Mercialys, representative of Mercialys in its capacity as President of Hyperthetis Participations.
On December 6, 2023, the Board of Directors authorized the signing of real estate transfer deeds between Hyperthetis Participations and Mercialys. These deeds were finalized on June 26, 2024, taking effect on the same day. In the context of the disposal of the hypermarkets in Aix-en-Provence and Nîmes, as the surveyor reports revealed mutual encroachments between the Hyperthetis Participations and Mercialys properties, these arrangements were adjusted with a view to selling all of the premises operated by the hypermarket tenant. The price of these transfers, with consideration, between the two companies is based on the appraisals carried out in the second quarter of 2023.
Mercialys holds 51% of the share capital of Hyperthetis Participations, with SPF2 Hyperthe holding the remainder. Hyperthetis Participations is chaired by Mercialys, itself represented by its legal representatives Vincent Ravat, Chief Executive Officer, and Elizabeth Blaise, Deputy Chief Executive Officer.
The finalization of the transfer at the Aix-en Provence site saw Mercialys pay the sum of Euro 446,215 to Hyperthetis Participations. The transfer at the Nîmes site involved a payment of Euro 988,726 made by Hyperthetis Participations to Mercialys.
Your Board of Directors justified this agreement as follows: “In the context of the planned forthcoming sale of the Aix-en-Provence and Nîmes hypermarkets, as the surveyor reports revealed mutual encroachments between the Hyperthetis Participations and Mercialys properties, these arrangements need to be adjusted with a view to selling all of the premises operated by the hypermarket tenant."
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Appendix: Summary table of current regulated agreements
The table below summarizes the regulated agreements in force, as described in the Statutory Auditors’ Special Report in accordance with Article R. 225-31 of the French Commercial Code, namely the agreements entered into and authorized during previous fiscal years and which continued during the 2024 fiscal year. No new regulated agreements were signed during the 2024 fiscal year.
Nature of the agreement
Date of Board meeting
Date signed
Date of General Meeting and resolution
Expiry
Financial
conditions
in 2024Interest for the Company
Between Mercialys and Hyperthetis Participations
Real estate transfer deeds
12/06/2023
06/26/2024
04/29/2025
No. 17
-
This transfer was concluded with a balance of Euro 446,215 payable by Mercialys.
Arrangements adjusted with a view to selling all of the premises operated by the tenant of the Aix-en-Provence hypermarket
Real estate transfer deeds
12/06/2023
06/26/2024
04/29/2025
No. 17
-
This transfer was concluded with a balance of Euro 988,726 payable by Hyperthetis Participations.
Arrangements adjusted with a view to selling all of the premises operated by the tenant of the Nîmes hypermarket
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Stock market information and share capital
7.1Stock market information
7.1.1Market for Mercialys shares
Mercialys shares have been listed on the Euronext Paris stock exchange (ISIN code: FR0010241638 – Ticker symbol: MERY) since October 12, 2005. Mercialys was listed on compartment B in 2024. It joined compartment A on January 31, 2025. Its shares were eligible for the “classic” Deferred Settlement Service (SRD) from February 26, 2008 to December 29, 2020, the date on which they became eligible for the “long-only” SRD.
Mercialys is part of the SBF 120 index as well as various indices specific to the real estate sector (EPRA, IEIF) and indices taking into account the characteristics of Socially Responsible Investment (Gaïa index in particular).
Over the years, the Company has also issued 7 bonds, the most recent of which was dated September 10, 2024.
Date of issue
Date of maturity
Residual nominal amount
Coupon
ISIN code
Listing
November 3, 2017
November 3, 2027
Euro 150.0 million
2.000%
FR0013293362
Paris (Euronext)
February 27, 2018
February 27, 2026
Euro 300.0 million
1.800%
FR0013320249
Paris (Euronext)
February 28, 2022
February 28, 2029
Euro 500.0 million
2.500%
FR0014008JQ4
Paris (Euronext)
September 10, 2024
September 10, 2031
Euro 300.0 million
4.000%
FR001400SG89
Paris (Euronext)
Extreme prices (in euros)
Number of shares traded
(in thousands)Capital traded (in millions of euros)
Highest
Lowest
2023
July
8.775
7.710
3,603
29,714
August
8.685
7.765
3,738
30,244
September
8.925
8.255
4,293
37,159
October
8.600
7.780
3,811
30,737
November
9.065
8.005
4,812
41,322
December
10.050
8.785
4,398
41,096
2024
January
11.040
9.825
5,521
54,844
February
10.750
9.775
4,400
45,464
March
10.850
9.975
4,907
50,665
April
11.370
9.965
5,559
59,110
May
11.630
10.110
4,565
50,344
June
11.870
10.330
5,028
55,214
July
11.870
10.390
4,259
46,802
August
11.960
11.280
4,290
50,161
September
12.740
11.540
5,141
62,796
October
12.250
10.810
3,985
46,073
November
10.930
10.240
5,070
53,273
December
10.410
9.875
3,951
39,938
- (1)Source: Euronext Paris.
◗ Share price and number of securities traded in 2024
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7.2Share capital and shareholdings
7.2.1Amount of and changes in share capital over the last five years
On May 21, 2021, the Company’s share capital was increased by Euro 1,837,332 through the creation of 1,837,332 shares with a par value of Euro 1 each. This increase results from the exercise by Company shareholders of the option to receive the dividend allocated in respect of the 2020 fiscal year in Company shares.
As such, the share capital, which amounted to Euro 92,049,169 at December 31, 2020, divided into 92,049,169 shares with a par value of Euro 1 each, all of the same class, was increased on May 21, 2021 to Euro 93,886,501, divided into 93,886,501 shares with a par value of Euro 1 each, all of the same class and fully paid up.
Number of shares created
Amount of changes in share capital (in euros)
Successive amounts of share capital (in euros)
Number of shares in issue
Par value per share (in euros)
Nominal
Premium (1)
2020
-
-
-
92,049,169
92,049,169
1
2021
1,837,332
1
15,268,228.92
93,886,501
93,886,501
1
2022
-
-
-
93,886,501
93,886,501
1
2023
-
-
-
93,886,501
93,886,501
1
2024
-
-
-
93,886,501
93,886,501
1
- (1)At the time of the capital increase, before any deductions authorized by the General Meeting.
-
General Meeting
8.1Agenda
Ordinary General Meeting
- ●Approval of the separate financial statements for the fiscal year ended December 31, 2024 (1st resolution);
- ●Approval of the consolidated financial statements for the fiscal year ended December 31, 2024 (2nd resolution);
- ●Appropriation of net income for the fiscal year – Setting the dividend (3rd resolution);
- ●Renewal of the directorships of Éric Le Gentil, Stéphanie Bensimon, Élisabeth Cunin and Pascale Roque (4th to 7th resolutions);
- ●Appointment of Arnaud Le Mintier de la Motte-Basse as a director (8th resolution);
- ●Approval of the information referred to in Article L. 22-10-9 I of the French Commercial Code relating to compensation paid during or awarded in respect of fiscal year 2024 to the corporate officers (9th resolution);
- ●Approval of the total compensation and benefits of any kind paid during or awarded in respect of fiscal year 2024 to the Chairman of the Board of Directors, the Chief Executive Officer and the Deputy Chief Executive Officer (10th to 12th resolutions);
- ●Approval of the compensation policy for corporate officers (13th to 16th resolutions);
- ●Approval of the Statutory Auditors’ special report on regulated agreements referred to in Articles L. 225-38 et seq. of the French Commercial Code (17th resolution);
- ●Appointment of Ernst & Young et Autres as Statutory Auditor certifying the sustainability information (18th resolution);
- ●Appointment of KPMG S.A. as Statutory Auditor certifying the sustainability information (19th resolution);
- ●Authorization for the Company to purchase treasury shares (20th resolution);
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8.2Board of Directors' report and draft resolutions
8.2.1 Resolutions within the remit of the Ordinary General Meeting
Resolutions 1 and 2 – Approval of the financial statements for the fiscal year
Explanatory statement
Under the 1st and 2nd resolutions, the shareholders are invited to approve the Company’s separate financial statements and then its consolidated financial statements to December 31, 2024, as well as the transactions reflected in these financial statements:
- ●the annual financial statements show a net income of Euro 44,734,425.59; and
- ●the consolidated financial statements show a net income attributable to owners of the parent of Euro 53,759,000.
The financial statements for the fiscal year do not take account of the non-deductible expenses referred to in Article 39-4 of the French General Tax Code.
These financial statements were certified without qualification by the Statutory Auditors (see Statutory Auditors’ reports in § 3.2.3, p. 210 et seq., and § 3.1.3, p. 186 et seq.).
First resolution
Approval of the separate financial statements for the fiscal year ended December 31, 2024
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Reports of the Board of Directors and the Statutory Auditors, approves the separate financial statements for the fiscal year ended December 31, 2024 as they are presented to it, together with all the transactions reflected or mentioned in these reports, showing a profit of Euro 44,734,425.59.
The General Meeting acknowledges that the financial statements for the past fiscal year do not take account of the non-deductible expenses referred to in Article 39-4 of the French General Tax Code.
Second resolution
Approval of the consolidated financial statements for the fiscal year ended December 31, 2024
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Reports of the Board of Directors and Statutory Auditors, approves the consolidated financial statements for the fiscal year ended December 31, 2024, as they are presented to it, together with all of the transactions reflected or mentioned in these reports, showing consolidated net income attributable to owners of the parent of Euro 53,759,000.
Resolution 3 – Appropriation of the net income for the fiscal year – Setting the dividend
Explanatory statement
Under the 3rd resolution, the Board of Directors proposes that you approve the distribution of a dividend of Euro 1 per share.
The ex-dividend date will be May 2, 2025 and the dividend will be paid on May 6, 2025.
Third resolution
Appropriation of the net income for the fiscal year – Setting the dividend
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors’ report, resolves to allocate the net income for the fiscal year ended 31 December 2024 as follows:
Each share will accordingly receive a dividend of Euro 1. The ex-dividend date will be May 2, 2025 and its payment will take place on May 6, 2025.
In the event of a change in the number of shares eligible for dividends between December 31, 2024 and the ex-dividend date, the total amount of the dividend will be adjusted accordingly. The amount allocated to “Retained earnings” will then be determined on the basis of the dividend actually paid.
The amount of the dividend corresponding to the treasury shares held on the ex-dividend date will be allocated to the “Retained earnings” account.
Distributions of dividends from exempt profits of listed real estate investment companies (SIIC) do not qualify for the 40% deduction mentioned in Article 158, 3.2° of the French General Tax Code. Only distributions of dividends from the non-exempt profits of SIICs are eligible for this reduction.
The General Meeting notes that the dividends distributed in respect of the last three fiscal years were as follows:
Resolutions 4 to 8 - Renewal of the directorships of four directors and appointment of one director
Explanatory statement
The Board of Directors is currently composed of nine directors.
Following the recommendation of the Appointments, Compensation and Governance Committee, the Board proposes that you renew the directorships of four directors:
- ● Éric Le Gentil, Chairman of the Board (4th resolution);
- ● Stéphanie Bensimon, independent director (5th resolution);
- ●Élisabeth Cunin (6th resolution);
- ●Pascale Roque, independent director (7th resolution).
These directorships would be for a three-year term, with the exception of that of Pascale Roque, which would be for one year. The Board ensures that directorships are staggered so as to avoid them all coming up for renewal at the same time.
Further details about these four directors can be found in § 4.1.1.2, B p. 225, 230, 233 and 235 of the 2024 Universal Registration Document.
The 8th resolution proposes the appointment of a new independent director, Arnaud Le Mintier. Further details about him can be found in § 4.1.1.2, C, p. 236 of the 2024 Universal Registration Document.
If you approve these proposals, the Board will comprise 10 directors, 5 of whom are women and 5 of whom are men. 70% of its directors will be independent.
Fourth resolution
Renewal of the directorship of Éric Le Gentil
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors’ report, resolves to renew the directorship of Éric Le Gentil for a term of three years, i.e. until the end of the Ordinary General Meeting to be held in 2028 to approve the financial statements for the fiscal year ending December 31, 2027.
Fifth resolution
Renewal of the directorship of Stéphanie Bensimon
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors’ report, resolves to renew the directorship of Stéphanie Bensimon for a term of three years, i.e. until the end of the Ordinary General Meeting to be held in 2028 to approve the financial statements for the fiscal year ending December 31, 2027.
Sixth resolution
Renewal of the directorship of Élisabeth Cunin
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors’ report, resolves to renew the directorship of Élisabeth Cunin for a period of three years, i.e. until the end of the Ordinary General Meeting to be held in 2028 to approve the financial statements for the fiscal year ending December 31, 2027.
Seventh resolution
Renewal of the directorship of Pascale Roque
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors’ report, resolves to renew the directorship of Pascale Roque for a period of one year, i.e. until the end of the Ordinary General Meeting to be held in 2026 to approve the financial statements for the fiscal year ending December 31, 2025.
Eighth resolution
Appointment of Arnaud Le Mintier de la Motte-Basse as a director
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors’ report, resolves to appoint Arnaud Le Mintier de la Motte-Basse as Director for a term of three years, i.e. until the end of the Ordinary General Meeting to be held in 2028 to approve the financial statements for the fiscal year ending December 31, 2027.
Resolution 9 – Approval of the information relating to compensation paid to corporate officers during or awarded in respect of fiscal year 2024
Explanatory statement
Under the 9th resolution, pursuant to Article L. 22-10-34 I of the French Commercial Code, the Board of Directors asks you to approve all the information referred to in Article L. 22-10-9 I of the French Commercial Code regarding the compensation paid to the Company’s corporate officers during the fiscal year ended December 31, 2024 or awarded in respect of the same fiscal year for their office.
All information relating to the 2024 compensation policy for corporate officers is presented in the corporate governance section of the 2024 Universal Registration Document (see § 4.2, p. 255 et seq.).
Ninth resolution
Approval of the information referred to in Article L. 22-10-9 I of the French Commercial Code relating to compensation paid to corporate officers during or awarded in respect of the fiscal year ended December 31, 2024
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors' Corporate Governance Report, approves, pursuant to Article L. 22-10-34 I of the French Commercial Code, the information mentioned in Article L. 22-10-9 I of the French Commercial Code, presented in the 2024 Universal Registration Document in § 4.2.
Resolutions 10 to 12 – Approval of the total compensation and benefits of any kind paid during or awarded in respect of fiscal year 2024 to the Chairman of the Board of Directors, the Chief Executive Officer and the Deputy Chief Executive Officer
Explanatory statement
Under the 10th to 12th resolutions, pursuant to Article L. 22-10-34 II of the French Commercial Code, the Board of Directors asks you to approve the fixed components of the total compensation and benefits of any kind paid during or awarded in respect of the fiscal year ended December 31, 2024 to executive corporate officers.
These components were determined in accordance with the compensation policy approved by the General Meeting of April 25, 2024. Further details are provided in the 2024 Universal Registration Document:
- ●for Éric Le Gentil, Chairman of the Board of Directors, in § 4.2.2.2, B p. 264 et seq., and in Appendix 1 of Chapter 8, p. 379;
- ●for Vincent Ravat, Chief Executive Officer, in § 4.2.2.4, B p. 270 et seq., and in Appendix 2 of Chapter 8, p. 380 et seq.;
- ●for Elizabeth Blaise, Deputy Chief Executive Officer, in § 4.2.2.6, B p. 282 et seq., and in Appendix 3 of Chapter 8, p. 382 et seq.
Tenth resolution
Approval of the total compensation and benefits of any kind paid during or awarded in respect of the fiscal year ended December 31, 2024 to Éric Le Gentil, Chairman of the Board of Directors
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, pursuant to Article L. 22-10-34 II of the French Commercial Code, having reviewed the Board of Directors’ Corporate Governance Report, approves the fixed, variable and exceptional components of the total compensation and benefits of any kind paid during or awarded in respect of the fiscal year ended December 31, 2024 to Éric Le Gentil, by virtue of his office as Chairman of the Board of Directors, as presented in the 2024 Universal Registration Document in § 4.2.2.2, B.
Eleventh resolution
Approval of the total compensation and benefits of any kind paid during or awarded in respect of the fiscal year ended on December 31, 2024 to Vincent Ravat, Chief Executive Officer
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, pursuant to Article L. 22-10-34 II of the French Commercial Code, having reviewed the Board of Directors’ Corporate Governance Report, approves the fixed, variable and exceptional components of the total compensation and benefits of any kind paid during or awarded in respect of the fiscal year ended December 31, 2024 to Vincent Ravat, by virtue of his office as Chief Executive Officer, as presented in the 2024 Universal Registration Document in § 4.2.2.4, B.
Twelfth resolution
Approval of the total compensation and benefits of any kind paid during or awarded in respect of the fiscal year ended December 31, 2024 to Elizabeth Blaise, Deputy Chief Executive Officer
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, pursuant to Article L. 22-10-34 II of the French Commercial Code, having reviewed the Board of Directors’ Corporate Governance Report, approves the fixed, variable and exceptional components of the total compensation and benefits of any kind paid during or awarded in respect of the fiscal year ended December 31, 2024 to Elizabeth Blaise, by virtue of her office as Deputy Chief Executive Officer, as presented in the 2024 Universal Registration Document in § 4.2.2.6, B.
Resolutions 13 to 16 – Approval of the compensation policy for corporate officers
Explanatory statement
Pursuant to Article L. 22-10-8 II of the French Commercial Code, the compensation policy for corporate officers must be submitted to the General Meeting for approval at least each year. On the recommendation of the Appointments, Compensation and Governance Committee, the Board of Directors, at its meeting of February 12, 2025, approved this policy, which you are asked to approve in the 13th to 16th resolutions.
All the elements relating to this policy are presented in the 2024 Universal Registration Document:
- ●for the directors, in § 4.2.1.1, p. 255, and § 4.2.1.3, p. 258;
- ●for Éric Le Gentil, Chairman of the Board of Directors, in § 4.2.2.3, p. 266;
- ●for Vincent Ravat, Chief Executive Officer, in § 4.2.2.5, p. 274 et seq.;
- ●for Elizabeth Blaise, Deputy Chief Executive Officer, in § 4.2.2.7, p. 286 et seq.
Thirteenth resolution
Approval of the compensation policy for directors
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, pursuant to the provisions of Article L. 22-10-8 II of the French Commercial Code, having reviewed the Board of Directors’ Corporate Governance Report, approves the compensation policy for directors, by virtue of their offices, as presented in the 2024 Universal Registration Document, in § 4.2.1.1 and 4.2.1.3.
Fourteenth resolution
Approval of the compensation policy for Éric Le Gentil, Chairman of the Board of Directors
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, pursuant to the provisions of Article L. 22-10-8 II of the French Commercial Code, having reviewed the Board of Directors’ Corporate Governance Report, approves the compensation policy for Éric Le Gentil, by virtue of his office as Chairman of the Board of Directors, as presented in the 2024 Universal Registration Document, in § 4.2.2.3.
Fifteenth resolution
Approval of the compensation policy for Vincent Ravat, Chief Executive Officer
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, pursuant to the provisions of Article L. 22-10-8 II of the French Commercial Code, having reviewed the Board of Directors’ Corporate Governance Report, approves the compensation policy for Vincent Ravat, by virtue of his office as Chief Executive Officer, as presented in the 2024 Universal Registration Document, in § 4.2.2.5.
Sixteenth resolution
Approval of the compensation policy for Elizabeth Blaise, Deputy Chief Executive Officer
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, pursuant to the provisions of Article L. 22-10-8 II of the French Commercial Code, having reviewed the Board of Directors’ Corporate Governance Report, approves the compensation policy for Elizabeth Blaise, by virtue of her office as Deputy Chief Executive Officer, as presented in the 2024 Universal Registration Document, in § 4.2.2.7.
Resolution 17 – Statutory Auditors’ special report on regulated agreements
Explanatory statement
Under the 17th resolution, the Board of Directors asks you to approve the regulated agreements entered into or performed by the Company during the fiscal year ended December 31, 2024 and mentioned in the Statutory Auditors’ Special Report (see p. 332).
SevenTEENth resolution
Approval of the Statutory Auditors’ Special Report on regulated agreements covered by Articles L. 225-38 et seq. of the French Commercial Code
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Statutory Auditors' special report on the agreements subject to the provisions of Articles L. 225-38 and L. 225-40 of the French Commercial Code, approves the aforementioned report in all its provisions as well as the new agreements referred to, approved by the Board of Directors during the fiscal year ended December 31, 2024.
Resolutions 18 and 19 - Appointment of Statutory Auditors certifying sustainability information
Explanatory statement
The Company will publish, from 2026, sustainability information for the 2025 fiscal year.
The Board of Directors proposes the appointment as Statutory Auditors certifying the sustainability information:
- ●of Ernst & Young et Autres, by the 18th resolution, and
- ●KPMG S.A., by the 19th resolution,
with effect from December 31, 2025, subject to the existence of a legal obligation at that date to include sustainability information in the management report for the 2025 fiscal year and therefore to have this certified.
This appointment would be for a period equivalent to that remaining on the mandate for the certification of the financial statements. This mandate would expire at the end of the General Meeting to be held in 2028 to approve the financial statements for the 2027 fiscal year.
Eighteenth resolution
Appointment of Ernst & Young et Autres as Statutory Auditors certifying the sustainability information
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors’ report, resolves to appoint Ernst & Young et Autres as Statutory Auditor certifying the sustainability information, with effect from December 31, 2025, subject to the existence of a legal obligation at that date to include sustainability information in the management report for the 2025 fiscal year and therefore to have this certified.
The term of this appointment will be equivalent to that remaining on the mandate for the certification of the financial statements, i.e. until the Ordinary General Meeting to be held in 2028 to approve the financial statements for the fiscal year ended December 31, 2027.
Nineteenth resolution
Appointment of KPMG S.A. as Statutory Auditor certifying the sustainability information
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors’ report, resolves to appoint KPMG S.A. as Statutory Auditor certifying the sustainability information, with effect from December 31, 2025, subject to the existence of a legal obligation at that date to include sustainability information in the management report for the 2025 fiscal year and therefore to have this certified.
The term of this appointment will be equivalent to that remaining on the mandate for the certification of the financial statements, i.e. until the Ordinary General Meeting to be held in 2028 to approve the financial statements for the fiscal year ended December 31, 2027.
Resolution 20 – Purchase by the Company of treasury shares
Explanatory statement
As every year, the Board of Directors asks you to renew the authorization given to the Company to purchase treasury shares under a buyback program.
Details of the objectives of the share buyback program are provided below in the 20th resolution and in the description of the share buyback program presented in § 7.1.2.3, p. 339 et seq. of the 2024 Universal Registration Document.
In the event of a public offer relating to the shares or securities issued by the Company, the Company may only use this authorization to meet its commitments regarding the delivery of securities, particularly in the context of bonus share award plans undertaken and announced before the launch of the tender offer.
Treasury share transactions in 2024 were as follows:
- ●purchase of 4,309,434 shares; and
- ●sale of 4,167,599 shares.
At December 31, 2024, the Company held 818,858 shares, i.e. 0.87% of the share capital, of which:
- ●400,408 shares allocated for use in any stock option plan, any savings plan or any bonus share plan; and
- ●418,450 shares under the liquidity agreement.
Authorization would be granted within the following limits:
Authorization ceiling
- ●10% of the share capital;
- ●Maximum buyback price: Euro 16 per share (excluding acquisition costs);
- ●Indicative maximum budget, based on the share capital and treasury shares held at December 31, 2024: Euro 150.2 million, corresponding to 9,388,650 shares.
Term of the authorization
Eighteen months
Twentieth resolution
Authorization for the Company to purchase its treasury shares
The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors' Report, authorizes the Board of Directors to purchase or arrange for the purchase of Company shares in accordance with the provisions of Articles L. 22-10-62 et seq. of the French Commercial Code, Articles 241-1 to 241-7 of the General Regulation of the French Financial Markets Authority (AMF), and Regulation (EU) 596/2014 of April 16, 2014 and its Delegated Regulation (EU) 2016/1052 of March 8, 2016, so as:
- ●to maintain liquidity and stimulate the market for the Company’s securities through an investment services provider acting independently in the name and on behalf of the Company, within the framework of a liquidity agreement compliant with a Code of Ethics recognized by the French Financial Markets Authority (AMF);
- ●to implement any savings plan in accordance with Articles L. 3332-1 et seq. of the French Labor Code or any bonus share plans pursuant to the provisions of Articles L. 22-10-59, L. 22-10-60 and L. 225-197-1 et seq. of the French Commercial Code or any other share-based compensation scheme;
- ●to deliver them upon exercise of rights attached to marketable securities giving access to the Company’s share capital;
- ●to keep them with a view to subsequently using them as payment or exchange in connection with, or following, any external growth transaction;
- ●to cancel all or part of them in order to optimize net earnings per share in connection with a share capital reduction in the manner specified by law;
- ●to conduct any further market practice authorized by the French Financial Markets Authority and generally to carry out any transaction compliant with applicable regulations.
The acquisition, disposal, transfer or exchange of these shares may be carried out, on one or more occasions, by any means and in particular by trading on the regulated market, multilateral trading facilities or over the counter (OTC), including by block transaction or systematic insourcing. These means include the use of any derivative financial instrument and the implementation of options strategies, in accordance with the conditions authorized by the relevant market authorities.
The purchase price of the shares shall not exceed Euro sixteen (16) (excluding acquisition costs) per share, with a par value of Euro one (1) each.
This authorization can be implemented up to a maximum number of shares representing 10% of the Company’s share capital, taking into account transactions affecting it subsequent to the date of this General Meeting, i.e. 9,388,650 shares based on the share capital at December 31, 2024, for a maximum amount of Euro 150.2 million. When the Company’s shares are purchased under a liquidity agreement, the number of these shares taken into account when calculating the 10% threshold mentioned above will correspond to the number of these shares purchased, net of the number of shares resold under the liquidity agreement during the authorization period. However, the number of shares acquired by the Company with a view to retaining them and subsequently delivering them in payment or exchange as part of a merger, spin-off or contribution may not exceed 5% of the share capital. Purchases made by the Company may not, under any circumstances, result in the Company holding, at any time whatsoever, more than 10% of the shares comprising its share capital.
The authorization granted to the Board of Directors is given for a period of eighteen months. It cancels, for the unused portion, the previous authorization of the same nature granted by the General Meeting of April 25, 2024, in its 17th resolution.
In the event of a public offer relating to the shares or marketable securities issued by the Company, the Company may only use this authorization to meet its commitments regarding the delivery of securities, particularly in the context of bonus share plans or strategic transactions undertaken and announced before the launch of the public offer.
- ●implement this authorization;
- ●place all stock market orders;
- ●enter into any agreements with a view, in particular, to keeping registers of share purchases and sales;
- ●allocate or reallocate the shares acquired to the various objectives in accordance with applicable legal and regulatory conditions;
- ●complete all other formalities with the French Financial Markets Authority (AMF) and, in general, do whatever is necessary.
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Appendix 1: Information on the compensation awarded or paid to the Chairman of the Board of Directors, Éric Le Gentil, during or in respect of fiscal year 2024
Compensation components put to the vote
Amounts paid during fiscal year 2024
Amounts awarded in respect of fiscal year 2024 or accounting valuation
Presentation
Fixed compensation
€225,000
€225,000
All details are presented in § 4.2.2.2, p. 264 et seq.
Annual variable compensation
Not applicable
Not applicable
Multi-annual variable compensation
Not applicable
Not applicable
Exceptional compensation
Not applicable
Not applicable
Stock options, performance shares or any other long-term benefits
Not applicable
Not applicable
No award was made in the past fiscal year.
Compensation allocated on account of the directorship
€44,000
€46,000
Éric Le Gentil receives compensation in respect of his position as a director.
The gross amount of compensation linked to his directorship in 2024 was set at Euro 18,000, comprising an annual fixed component of Euro 5,000 and an annual variable component of Euro 13,000, awarded on the basis of attendance at Board of Directors' meetings.
As a member of the Sustainable Investment Committee (formerly the Strategy and Transformation Committee) and the Appointments, Compensation and Governance Committee, Éric Le Gentil received, as did the other members of these Committees, additional compensation comprising a gross annual fixed component of Euro 8,000 and a gross annual variable component of Euro 20,000 in 2024.
Detailed information relating to the compensation in respect of the directorship is presented in § 4.2.1.1 and 4.2.1.2, p. 255 et seq.
Benefits of all kinds
€4,243
€4,243
In 2024, the Chairman of the Board of Directors benefited from contributions to the Mercialys insurance and healthcare plan.
Severance pay
Not applicable
Not applicable
The Company is not bound by an obligation to pay a severance allowance to the Chairman of the Board of Directors for the termination of his duties.
Supplementary pension
Not applicable
Not applicable
The Chairman of the Board of Directors does not benefit from any supplementary pension plan. He is a member of the mandatory group supplementary pension plan (ARRCO and AGIRC) and the pension plan in force within the Company for all employees.
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Appendix 2: Information on the compensation awarded or paid to the Chief Executive Officer, Vincent Ravat, during or in respect of fiscal year 2024
Compensation components put to the vote
Amounts paid during fiscal year 2024
Amounts awarded in respect of fiscal year 2024 or accounting valuation
Presentation
Fixed compensation
€430,000
€430,000
All details are presented in § 4.2.2.4, p. 266 et seq.
Annual variable compensation
€442,470
€567,170
The General Meeting of April 25, 2024, in its 10th resolution, approved the method for determining the variable compensation of the Chief Executive Officer for fiscal year 2024.
The amount of the variable portion, expressed as a percentage, breaks down as follows:
-
●
quantifiable objectives (100% of the total variable compensation):
- ● for NRE growth: 180% achieved representing Euro 108,360,
- ● for the EBITDA margin on a like-for-like basis: 200% achieved representing Euro 120,400,
- ● for the total financial vacancy rate: 200% achieved representing Euro 60,200,
- ● in respect of the volume of investment excluding maintenance and arbitrage: 200% achieved representing Euro 60,200,
- ●for the operational launch of significant new pipeline projects: 160% achieved representing Euro 48,160,
- ● for human resources, and more specifically ensuring Mercialys maintaining the highest standard in terms of gender equality: 164% achieved representing Euro 49,450,
- ● in respect of the achievement on a linear basis of the major objectives of the Company’s 4 Fair Impacts strategy on the 2030 global strategic roadmap: 200% achieved, representing Euro 120,400.
The annual variable compensation may represent 70% of the fixed annual compensation if the defined objectives are achieved and may equal up to 140% of fixed annual compensation if these objectives are exceeded.
Full details relating to the variable compensation are presented in § 4.2.2.4, B, 3. p. 271 et seq.
Multi-annual variable compensation
Not applicable
Not applicable
Vincent Ravat does not receive multi-annual variable compensation in cash.
Exceptional compensation
Not applicable
Not applicable
Vincent Ravat did not receive any exceptional compensation during or in respect of fiscal year 2024, in accordance with the compensation policy as described in § 4.2.2.4, p. 266 et seq.
Stock options, performance shares or any other long-term benefits
59,516 bonus shares valued at Euro 321,982
(IFRS book value)
50,631 bonus shares valued at Euro 411,124
(IFRS book value)
59,516 shares valued at Euro 321,982 vested to Vincent Ravat during fiscal year 2024, as a result of the plan set up in 2021. The number of shares allocated is based on the performance conditions associated with this plan, for which the achievement rate was 127.99%.
Pursuant to the authorization granted by the Extraordinary General Meeting of April 27, 2023 (27th resolution), the Board of Directors on April 25, 2024 decided to allocate 50,631 shares to Vincent Ravat, which may be increased to 64,807 shares if the performance criteria are exceeded.
The vesting of the bonus shares on April 25, 2027 is subject to:
(i) him still being a corporate officer in the Company on the vesting date, and
(ii) the achievement of four performance criteria.
Details relating to the bonus shares awarded during fiscal year 2024 are described in § 4.2.2.4, B, 4. p. 272 et seq.
Compensation allocated on account of the directorship
€30,000
€32,000
Appointed a director of the Company in 2022, Vincent Ravat receives compensation in this respect.
The amount of compensation linked to his directorship is made up of an annual fixed component of Euro 5,000 and an annual variable component of Euro 13,000, awarded on the basis of attendance at Board of Directors' meetings.
The amount of compensation linked to his position as a member of the Sustainable Investment Committee (formerly the Strategy and Transformation) is made up of an annual fixed component of Euro 4,000 and an annual variable component of Euro 10,000, awarded on the basis of attendance at Committee meetings.
Detailed information relating to the compensation in respect of the directorship is presented in § 4.2.1.1 and 4.2.1.2, p. 255 et seq.
Benefits of all kinds
€48,611
€48,611
The Chief Executive Officer is a member of the insurance and healthcare benefit plan in force within the Company for all employees and benefits from the social security regime for company executives. He also has a company car. Details of the benefits of all kinds are provided in § 4.2.2.4, B, 2, p. 270.
Severance pay
Not applicable
Not applicable
No commitment to pay a severance allowance to the Chief Executive Officer for the termination of his duties.
Supplementary pension
Not applicable
Not applicable
The Chief Executive Officer does not benefit from any additional pension plan. He is a member of the mandatory group supplementary pension plan (ARRCO and AGIRC) and the pension plan in force within the Company for all employees. He also benefits from senior executive unemployment insurance.
-
●
quantifiable objectives (100% of the total variable compensation):
-
Appendix 3: Information on the compensation paid or awarded to the Deputy Chief Executive Officer, Elizabeth Blaise, during or in respect of fiscal year 2024
Compensation components put to the vote
Amounts paid during fiscal year 2024
Amounts awarded in respect of fiscal year 2024 or accounting valuation
Presentation
Fixed compensation
€318,000
€318,000
All details are presented in § 4.2.2.6, p. 279 et seq.
Annual variable compensation
€314,645
€334,218
The General Meeting of April 25, 2024, in its 13th resolution, approved the method for determining the variable compensation of the Deputy Chief Executive Officer in respect of fiscal year 2024.
The amount of the variable component for her directorship, as a percentage, is broken down as follows:
-
●
quantifiable objectives (100% of the total variable compensation):
- ● for NRE: 180% achieved representing Euro 62,964,
- ● for the EBITDA margin on a like-for-like basis: 200% achieved representing Euro 69,960,
- ● in respect of the "greening" of financing and meeting the CSR objectives associated with changes in bank line margins: 200% achieved, representing Euro 34,980,
- ●in respect of the volume of investment excluding maintenance and arbitrage: 200% achieved representing Euro 34,980,
- ●for the rate of non-rebillable expenses on a like-for-like basis: 150% achieved representing Euro 26,394,
- ● for the total financial vacancy rate: 200% achieved representing Euro 34,980,
- ● in respect of the achievement on a linear basis of the major objectives of the Company’s 4 Fair Impacts strategy on the 2030 global strategic roadmap: 200% achieved, representing Euro 69,960,
The annual variable compensation may represent 55% of the fixed annual compensation if the defined objectives are achieved and may reach up to 110% of fixed annual compensation if these objectives are exceeded.
Full details relating to the variable compensation are presented in § 4.2.2.6, B, 3, p. 283 et seq.
Multi-annual variable compensation
Not applicable
Not applicable
Elizabeth Blaise does not receive multi-annual variable compensation in cash.
Exceptional compensation
Not applicable
Not applicable
Elizabeth Blaise did not receive any exceptional compensation paid in or due in respect of fiscal year 2024, in accordance with the compensation policy as described in § 4.2.2.6, p. 279 et seq.
Stock options, performance shares or any other long-term benefits
35,596 bonus shares valued at Euro 192,574
(IFRS book value)
29,954 shares valued at Euro 243,226
(IFRS book value)
35,596 shares valued at Euro 192,574 vested to Elizabeth Blaise during fiscal year 2024, as a result of the plan set up in 2021. The number of shares allocated is based on the performance conditions associated with this plan, for which the achievement rate was 129.99%.
Pursuant to the authorization granted by the Extraordinary General Meeting of April 27, 2023 (27th resolution), the Board of Directors on April 25, 2024 decided to allocate 29,954 shares to Elizabeth Blaise, which may be increased to 38,941 shares if the performance criteria are exceeded.
The vesting of the bonus shares on April 25, 2027 is subject to:
(i) her still being a corporate officer in the Company on the vesting date, and
(ii) the achievement of four performance criteria.
Details relating to the bonus shares awarded in fiscal year 2024 are described in § 4.2.2.6, B, 4. p. 284 et seq.
Benefits of all kinds
€40,029
€40,029
The Deputy Chief Executive Officer is a member of the insurance and healthcare benefit plan in force within the Company for all employees and benefits from the social security regime for company executives. She does not receive any other benefit of any kind. Details of the benefits of all kinds are provided in § 4.2.2.6, B, 2, p. 282.
Severance pay
Not applicable
Not applicable
No commitment to pay a severance allowance to the Deputy Chief Executive Officer for the termination of her duties.
Supplementary pension
Not applicable
Not applicable
The Deputy Chief Executive Officer does not benefit from any additional pension plan. She is a member of the mandatory group supplementary pension plan (ARRCO and AGIRC) and the pension plan in force within the Company for all employees. She also benefits from senior executive unemployment insurance.
-
●
quantifiable objectives (100% of the total variable compensation):
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8.3Statutory Auditors' reports
8.3.1Statutory Auditors’ report on the capital reduction
In our capacity as Statutory Auditors of your company and in execution of the mission provided for in Article L. 22-10-62 of the French Commercial Code in the event of a capital reduction by way of cancelation of shares purchased, we have prepared this report intended to inform you of our assessment of the causes and conditions of the planned capital reduction.
Your Board of Directors proposes that you delegate to it, for a period of twenty-six months from the date of this meeting, all powers to cancel, up to a limit of 10% of its share capital per period of twenty-four months, shares purchased pursuant to the implementation of an authorization by your company to purchase its own shares under the provisions of the aforementioned article.
We carried out the procedures which we considered necessary with regard to the professional guidelines issued by the French National Association of Statutory Auditors (CNCC) relating to this type of undertaking. These procedures led to an examination of whether the causes and conditions of the proposed capital reduction are appropriate.
We carried out the procedures which we considered necessary with regard to the professional guidelines issued by the French National Association of Statutory Auditors (CNCC) relating to this type of undertaking. These procedures involved examining whether the causes and conditions of the proposed capital reduction, which are not likely to affect the equality of shareholders, are appropriate.
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Additional information
9.1Information about the Company
9.1.1History of the Company
1999
Incorporation of Mercialys under the name Patounor, a subsidiary of L'Immobilière Groupe Casino.
2005
Mercialys begins operations. Contributions:
- ●by the Casino group of 146 real estate assets: large specialty store premises and shopping centers located on sites anchored by Casino group food-anchored tenants, as well as cafeterias and a few sites with supermarket franchises or convenience stores mini-markets leased to third parties;
- ●by SCI Vendôme Commerces, a subsidiary of AXA, of a shopping center.
IPO in Paris, as part of a capital increase by way of a public offering.
Decision to opt for the tax regime applicable to listed real estate investment companies (SIIC).
2006
Launch of the “L’Esprit Voisin” multi-year program with a view to renovating, restructuring, amalgamating and creating value on a hundred or so sites operated jointly with the Casino group.
2007
Contribution by the Casino group of 4 shopping centers on Reunion Island.
2009
Contribution by the Casino group of 25 assets:
- ●3 shopping centers;
- ●7 shopping center extensions at an advanced stage of development (CDEC and PC obtained), “turnkey” programs delivered to Mercialys by Casino;
- ●10 hypermarket store units (reserve and/or sale) to be converted into shopping center extensions by Mercialys;
- ●5 hypermarket or supermarket premises in jointly-owned complexes in urban areas requiring the consolidation of properties before major restructuring work and the implementation of projects.
Reduction of the Casino group’s stake in Mercialys to 51%.
2012
Reduction of the Casino group’s stake in Mercialys to 40%.
2013
Continuation of the asset disposal program initiated in 2012 with the aim of refocusing the portfolio around the assets that best fit its strategy. Following numerous successful sales, Mercialys’ portfolio comprised 91 assets as at December 31, 2013, including 62 shopping centers of which 23% had a unit size greater than 20,000 sq.m.
2015
Acquisition of 10 large food stores (LFS) to be transformed, either 100% or 51% owned via subsidiaries held with BNPP REIM France.
Continued development of the innovative local real estate model by establishing a city-center retail segment: acquisition from Monoprix of 5 sites to be transformed.
2016
Delivery of the extension of the Espaces Fenouillet shopping center in Toulouse, the largest project carried out for Mercialys to date.
2018
Inauguration of the Port site extension-renovation project on Reunion Island.
Delivery of 3 large food store transformation projects at the Annecy, Besançon and Brest sites.
2019
Separation of the functions of Chairman of the Board of Directors and Chief Executive Officer of the Company.
Inauguration of the first health center (Furiani).
Delivery of 2 trial coworking sites (Angers and Grenoble).
Food delivery tests from one shopping center’s restaurants (Angers).
Delivery of interior and exterior fittings to promote customer comfort, with potential for redeployment at many other sites (Toulouse).
2020
Closure of “non-essential” businesses due to the COVID-19 pandemic.
Continued investments aimed at developing the coworking activity and the deployment of Ocitô marketplace, enabling points of sale in the shopping centers of the Company’s assets to develop a local e-commerce activity, even beyond their catchment area, through delivery services (express delivery, shipping).
2021
Closure of shopping centers according to their surface area and then “non-essential” businesses due to the COVID-19 pandemic.
Deployment of the strategy based on 4 major areas:
- ●development of services (particularly digital);
- ●use of all spaces;
- ●implementation of the development pipeline; and
- ●implementation of targeted and accretive acquisition opportunities.
Reduction of the Casino group’s stake in Mercialys to 17%.
2022
Disposal by Casino group of its remaining stake in Mercialys.
In an economic context marked by a sharp rise in interest rates and inflation, strengthening of the balance sheet and liquidity through a structured refinancing operation, based on a bond issue of Euro 500 million and the buyback of two bond issues for a cumulative amount of Euro 570 million.
At the same time, the Company’s operational performance remained solid, illustrated by sustained organic growth achieved on the basis of a stable tenant occupancy cost ratio, demonstrating the balance of the business model.
2023
First disposals of hypermarket business assets by the Casino group to Intermarché and negotiations with Auchan for further disposals, starting a profound movement to optimize Mercialys' rental diversification.
Acquisition of a 30% stake in the portfolio management company ImocomPartners, the remaining 70% to be acquired in the first half of 2025. ImocomPartners manages an OPPCI holding a portfolio of 33 retail parks, representing a value of more than Euro 650 million including transfer taxes. This transaction provides Mercialys with a new vector of value creation in retail real estate.
-
9.2Other regulatory disclosures
9.2.1Factors that may have an impact in the event of a public offer
The structure of holdings in the Company’s share capital and of the direct and indirect stakes in the Company’s share capital of which it is aware pursuant to Articles L. 233-7 and L. 233-12 of the French Commercial Code are provided in § 7.2, p. 345 et seq.
The articles of association impose no restrictions on the exercise of voting rights and transfers of shares, nor have any agreements been brought to the Company’s attention in accordance with Article L. 233-11 of the French Commercial Code providing for preferential conditions for the sale or purchase of shares, nor is there any agreement between shareholders of which the Company is aware and which may result in restrictions on the transfer of shares and the exercise of voting rights.
The Company has not issued any shares carrying special control rights and there is no control mechanism provided in any employee shareholding scheme when control rights are not exercised by the latter.
Rules applying to the appointment and replacement of Board members, as well as amendments to the Company’s articles of association are described in § 9.1.3.2, p. 396 et seq.
The powers of the Board of Directors are described in § 4.1.2.1, p. 238, § 4.1.4, p. 240 et seq. and § 9.1.5, II, p. 402 et seq. As regards share issues and share buybacks, the powers delegated to the Board of Directors are set out in § 7.2.2, p. 346 et seq.
Furthermore, there are no agreements providing for compensation for Board members or employees if they resign or are made redundant without just cause or if their employment ends as a result of a public offer.
Bank financing agreements include clauses which state that the debt may, at the request of a lending institution, become immediately refundable in the event of a change of control. Such a change of control will be considered to be effective in the event that a third party, acting alone or in concert, might control the Company within the meaning of Article L. 233-3 I and/or II of the French Commercial Code.
- ●the contract for issuing bonds in connection with the Euro 150 million private placement on November 3, 2017 that reaches maturity on November 3, 2027;
- ●the contract for the Euro 300 million bond issue arranged on February 27, 2018 and maturing on February 27, 2026;
- ●the contract for the Euro 500 million bond issue arranged on February 28, 2022 and maturing on February 28, 2029;
- ●the contract for the Euro 300 million bond issue arranged on September 10, 2024 and maturing on September 10, 2031.
provide for an early redemption option, which can be exercised by investors in the event of a downgrade in Mercialys’ long-term senior debt rating, but only if this downgrade is attributable to a change of control of the Company. A change of control will be deemed effective if a person (for the purposes of the bonds issued in 2017, 2018 and 2022, any person other than Casino, Guichard-Perrachon, the companies that control it or its subsidiaries), acting alone or in concert with other persons, comes into possession, directly or indirectly, of more than 50% of the Company’s voting rights. A rating downgrade shall be deemed to have taken place:
- (i)in the event of a withdrawal of the rating by a rating agency;
- (ii)in the event of a downgrading to non-investment grade, i.e. a downgrade of at least two notches compared to the current BBB rating; or
- (iii)if the rating is already non-investment grade, in the event of a downgrade of at least one notch.
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9.3Statutory Auditors and person responsible for the Universal Registration Document
9.3.1Statutory Auditors: identification and fees
9.3.1.1Principal Statutory Auditors
Ernst & Young et Autres
Date of expiry of term of office: at the end of the Ordinary General Meeting to be held in 2028 to approve the financial statements for the fiscal year ended on December 31, 2027
KPMG S.A.
Date of expiry of the term of office: at the end of the Ordinary General Meeting to be held in 2028 to approve the financial statements for the fiscal year ended on December 31, 2027
9.3.1.2Statutory Auditors' fees and fees charged by members of their networks to the Group
Ernst & Young
KPMG S.A.
Amount (ex. tax)
%
Amount (ex. tax)
%
2024
2023
2024
2023
2024
2023
2024
2023
Recurring audit reviews
Independent audits, certification, review of individual and consolidated financial statements (2)
- ●Mercialys SA (parent company)
182,450
175,400
54%
61%
182,450
175,400
70%
81%
- ●Fully consolidated subsidiaries
69,700
67,100
20%
24%
37,050
35,700
14%
17%
- ●Sustainability Performance Statements review
47,090
38,000
14%
13%
Non-recurring reviews
- ●Mercialys – Interim dividend
- ●Subsidiaries – Interim dividend
Mercialys – Miscellaneous transactions (3)
40,000
5,000
12%
2%
40,000
5,000
15%
2%
Total
339,240
285,500
100%
100%
259,500
216,100
100%
100%
- (1)For the period in question, these are the services performed in respect of a fiscal year taken into account in the income statement.
- (2)Including the services of independent experts or members of the Statutory Auditors’ network that they use in connection with the certification of financial statements.
- (3)In respect of 2024, this corresponds to fees relating to refinancing operations.
-
9.4Cross-reference tables
9.4.1Universal Registration Document
This cross-reference table lists the items laid down in Annexes 1 and 2 of Commission delegated regulation (EU) 2019/980 of March 14, 2019 supplementing regulation (EU) 2017/1129 of the European Parliament and of the Council and repealing Commission regulation (EC) 809/2004, and refers the reader to the pages of this Universal Registration Document in which the information relating to each of these items is mentioned:
Chapters / paragraphs
Pages
1. Persons responsible, third-party information, experts’ reports and relevant authority approval
1.1
Identity of persons responsible
9.3.2
411
1.2
Declaration of persons responsible
9.3.2
411
1.3
Name, address, qualifications and potential interests of persons acting as experts
1.3.1.2, 2 Appendices
70, 131 to 132
1.4
Statement of third-party information
n/a
n/a
1.5
Declaration relative to the filing of the document with the relevant authority
-
1
2. Statutory Auditors
2.1
Name and address of the Statutory Auditors
9.3.1
410
2.2
Potential change
n/a
n/a
3. Risk factors
5.2
309 to 322
4. Information about the issuer
4.1
Legal and trade name of the issuer
9.1.2.1
392
4.2
Place of registration, registration number and LEI of the issuer
9.1.2.2
392
4.3
Date of incorporation and lifetime of the issuer
9.1.2.3
392
4.4
Head office and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, address and telephone number of its head office and its website
9.1.2.4
392
5. Business overviews
5.1
Principal activities
5.1.1
Type of transactions carried out by the issuer and principal activities
1.1
40 to 44
5.1.2
Significant new product or service launched on the market
1.1
40 to 44
5.2
Principal markets
1.3
69 to 76
5.3
Significant events in the development of the issuer’s activities
1.2.2
48
5.4
Strategy and objectives
Integrated report, 1.1.1, 1.1.2, 1.2.7
5 to 21, 41 to 42, 58
5.5
Extent to which the issuer is dependent on patents or licenses, industrial, commercial or financial contracts or new manufacturing processes
n/a
n/a
5.6
Basis for any statements made by the issuer regarding its competitive position
1.2.4
49 to 51
5.7
Investments
5.7.1
Significant investments made
1.2.6
57 to 58
5.7.2
Main investments in progress or to come
1.1.3, 1.2.6, 1.2.7
43, 57 to 58
5.7.3
Information on joint ventures and companies in which the issuer holds a percentage of the share capital likely to have a material impact on the valuation of its assets and liabilities, its financial position or its results
6.3.2
330 to 331
5.7.4
Environmental issues that may influence the issuer’s use of its property, plant and equipment
2.2
86 to 92
6. Organizational structure
6.1
Summary description of the Group
6.1, 6.3
326, 327
6.2
List of significant subsidiaries
6.3.1
328 to 330
7. Review of the financial position and results
7.1
Financial position
7.1 .1
Changes in results and financial position including key financial and, where applicable, non-financial performance indicators
1.2, 3.2.1, 3.2.2
45 to 68, 190 to 192, 193 to 209
7.1.2
Likely future changes in the issuer’s activities and its research and development activities
1.1.3, 1.2.7, 9.2.2
43, 58, 408
7.2
Operating income
7.2.1
Significant factors, unusual or infrequent events and new developments materially affecting operating income
1.1.1
41 to 42
7.2.2
Explanation of material changes in net revenues or net income
1.2.5.1, 1.2.5.2, 3.2.2 notes 3 and 4
51 to 52, 196
8. Liquidity and equity capital
8.1
Information about the equity capital
1.2.1.2, 3.1.1.3, 3.2.1.2
46, 138, 191
8.2
Sources and amounts of the issuer’s cash flows
1.2.1.3, 3.1.1.4, 3.2.1.3
47 to 48, 139 to 140, 192
8.3
Information on the borrowing requirements and funding structure of the issuer
1.2.5.5, 3.1.2 note 14, 3.2.2 note 15
55 to 56, 167 to 171, 203
8.4
Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect the issuer’s activities
n/a
n/a
8.5
Information regarding the anticipated sources of funding needed to fulfill the commitments referred to in item 5.7
n/a
n/a
9. Regulatory environment
9.1.2.5
392 to 395
10. Trend information
10.1
Main recent trends affecting production, sales and inventories, costs and selling prices and significant changes in the Group’s financial performance since the end of the last fiscal year up to the date of filing of the Universal Registration Document
1.2.8
58
10.2
Trends, uncertainties, constraints, commitments or events that are reasonably likely to have a material impact on the issuer’s outlook, at least for the current fiscal year
1.2.7
58
11. Profit forecasts or estimates
11.1
Published profit forecasts or estimates
1.2.7
58
11.2
Main assumptions on which the issuer has based its forecast or estimate
1.2.7
58
11.3
Statement of comparability with historical financial information and compliance of accounting methods
n/a
n/a
12. Administrative, management and supervisory bodies and Senior Management
12.1
Board of Directors and Senior Management
4.1
218 to 254
12.2
Conflicts of interest involving directors or Senior Management
4.1.9
254
13. Compensation and benefits
13.1
Amount of compensation paid and benefits in kind
4.2
255 to 291
13.2
Total amount of provisions made or recorded by the issuer to provide for pension, retirement or other similar benefits
n/a
n/a
14. Board practices
14.1
Date of expiry of terms of office
4.1.1.2, A
219
14.2
Service agreements between members of the Board of Directors and the Company or any of its subsidiaries
4.1.9
254
14.3
Information about the Board of Directors’ Committees
4.1.5
244 to 249
14.4
Compliance with the applicable corporate governance regime
4.1.1, 4 Appendix
218, 292 to 298
14.5
Potential material impacts on corporate governance, including future changes in the composition of the Board and Committees
4.1.1.D, E, 4.1.5
237, 244 to 249
15. Employees
15.1
Number of employees
2.5.2
105
15.2
Shareholdings and stock options
2.5.4, 7.2.3.5, 7.2.5.3
108, 351 to 352
15.3
Agreement providing for employee profit-sharing in the issuer’s share capital
2.5.4
108
16. Main shareholders
16.1
Shareholders holding more than 5% of the share capital
7.2.3
248 to 351
16.2
Existence of different voting rights
n/a
n/a
16.3
Direct or indirect ownership or control of the issuer and measures taken to ensure this control is not exercised in an abusive manner
7.2.3
348 to 351
16.4
Arrangements that could result in a change of control
n/a
n/a
17. Related-party transactions
3.1.2 note 24, 6.4, 6 Appendix
84 to 185, 332, 333
18. Financial information on assets and liabilities, financial position and results
18.1
Historical financial information
18.1.1
Audited historical financial information for the last three fiscal years
1.2, 3
45 to 68, 136 to 215
18.1.2
Change in accounting reference date
n/a
n/a
18.1.3
Accounting standards
3.1.2 note 1, 3.2.2 note 1
142 to 143, 194 to 195
18.1.4
Change in accounting guidelines
n/a
n/a
18.1.5
Financial information under French GAAP
3.2
190 to 215
18.1.6
Consolidated financial statements
3.1
136 to 189
18.1.7
Date of most recent financial information
1.2.8, 3.1.2 note 28, 3.2.2 note 25
58, 192, 208
18.2
Interim and other financial information
n/a
n/a
18.3
Auditing of historical annual financial information
18.3.1
Audit report
3.1.3, 3.2.3
186 to 189, 210 to 213
18.3.2
Other audited information
2 Appendix 6
131 to 133
18.3.3
Unaudited financial information
1.1, 1.2.2, 1.2.3, 1.2.4, 1.2.5, 1.2.7, 1.2.9
40 to 44, 48 to 68
18.4
Pro forma financial information
n/a
n/a
18.5
Dividend distribution policy
18.5.1
Dividend distribution policy and applicable restrictions
7.1.3
340 to 341
18.5.2
Amount of dividend per share
7.1.3
340 to 341
18.6
Legal and arbitration proceedings
9.2.3
409
18.7
Significant change in financial position
n/a
n/a
19. Additional information
19.1
Share capital
19.1.1
Amount of share capital issued, number of shares issued and par value
7.2.1
345
19.1.2
Shares not representing capital
n/a
n/a
19.1.3
Number, book value and par value of treasury shares
7.1.2.2
338 to 339
19.1.4
Convertible securities, exchangeable securities or securities with warrants
n/a
n/a
19.1.5
Conditions governing any right of acquisition and/or any bond attached to the authorized but not issued share capital of any company intended to increase the share capital
n/a
n/a
19.1.6
Options or conditional or unconditional agreements to invest the share capital of any member of the Group
n/a
n/a
19.1.7
Share capital history
7.2.1
345
19.2
Memorandum of incorporation and articles of association
19.2.1
Register and corporate purpose
9.1.2.2, 9.1.3.1
392, 396
19.2.2
Rights, privileges and restrictions attached to each class of shares
9.1.3.3
398
19.2.3
Provisions having the effect of delaying, deferring or preventing a change of control
n/a
n/a
20. Material contracts
n/a
n/a
21. Available documents
7.1.4, 9.1.4
342 to 344, 398
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9.5Subject index and glossary
9.5.1Subject index
Subjects
Pages
Responsible purchasing
98
Acquisitions
45, 169
Net Asset Value
48, 59, 60 to 62
Shareholding
56, 345
Bonus shares
108, 178-179, 202, 380, 382
Treasury shares
140,177, 363
Director
218 to 237
Rating agencies
42, 56, 62
Financial calendar
2, 344
General Meeting
355 to 383
Insurance
307
Balance sheet
46, 138
Biodiversity
91 to 92
stock market
336 to 344
Equity
138, 140, 177
Mapping
28, 29, 99, 221, 302 to 312
CDP (Carbon Disclosure Project)
37
Environmental certifications
44, 81, 85, 93
Disposals
45, 169, 198
Climate change
86 to 90, 111
Personnel expenses
136, 152 to 153
AFEP-MEDEF Code
292 to 298
Employees
103 to 109, 303
Audit, Risks and Sustainable Development Committee
23, 82, 244 to 246, 302
Risks Prevention Committee
302, 304
Sustainable Investment Committee/Strategy and Transformation Committee
23, 82, 248, 249
Appointments, Compensation and Governance Committee
23, 82, 246 to 248
Management Committee
30, 82, 239
Statutory Auditors
185, 186, 188 to 189, 210, 212 to 213, 332, 383, 406
Income statement
136
Consolidated financial statements
136 to 189
Separate financial statements
190 to 215
Conflicts of interest
252 to 254
Board of Directors
22, 218 to 238
Liquidity agreement
338
Agreements
252, 332
Corruption
98 to 101, 103, 104, 116
Waste
84, 85, 91
Terms of payment
225
Financial liabilities
169, 170, 318
Economic development
97
Social dialogue
109
Chief Executive Officer
4, 30, 218, 226, 238, 266, 279
Deputy Chief Executive Officer
4, 30, 279 to 290
Diversity
105 to 106
Dividend
40, 340, 341, 358
Water
92
EBITDA
40, 48, 52, 319
Energy
88 to 90
Off-balance sheet commitments
183
Retailers
41, 48 to 50, 312 to 315
Environment
86 to 92
EPRA
42, 49 to 59
Ethics
82, 98, 103 to 105
Subsequent events
185
Appraisal
42, 57, 69 to 76, 159
FACT
32
Significant events
48
Training
107
Suppliers
171
Thresholds crossing
349 to 350
Risk management
22, 302 to 325, 401
Governance
22, 80-82, 117, 122, 221, 246 to 248
GRESB (Global Real Estate Sustainability Benchmark)
44, 82
Tax
139, 154
Rents
50, 51, 150 to 152, 162, 196
Directorship
219 to 236, 295, 392
Corporate officers
226, 228, 238, 255, 259
Accounting principles
45, 142
Mobility
101
Organization
327
Shareholders’ agreement
350
Related parties
326
Stakeholders
9, 26, 27
Real estate portfolio
69 to 76
Outlook
58
Capital gains
54
Pipeline
16, 43
Chairman
225, 237, 264 to 266
Share buyback
338 to 339
Reports
70, 131, 186, 210, 258, 266, 274, 286, 332, 383
Rules of Procedure
396 to 404
Directors’ compensation
255 to 258
Fixed compensation
31, 263, 266, 275, 279, 286
Long-term compensation
31, 263, 266, 267, 276, 280, 288
Variable compensation
31, 263, 275, 279, 287
Resolutions
291, 358 to 378
Net financial expense
52, 53, 197
Net income attributable to owners of the parent
45, 47, 54, 178, 358
Recurring net income
53
Articles of association
392
Strategy
10, 44, 80, 218, 248 to 249
Cash flow statement
49, 139, 148
Cross-reference tables
408 to 414
Capitalization rate
159 to 160, 311 to 312
Interest rate
318 to 319
Cash
55, 169
Visitors
32, 40, 129, 312 to 313
