Klepierre Sa · EURONEXT:LI
Klepierre Sa — Shareholder Meeting (May 2023)
60 slides from Klepierre Sa's shareholder meeting presentation, May 11, 2023
Slide 1: General Meeting May 11, 2023
GENERAL MEETING M AY 11, 2023
Slide 2: Disclaimer
GENERAL MEETING — MAY 11, 2023 DISCLAIMER This document was prepared by Klépierre SA (the "Company") solely numerous risks and uncertainties, which could cause actual results to for use at the presentation made during the General Meeting of its differ materially from those anticipated in these forwa
Slide 3: Conduct of the Meeting
GENERAL MEETING — MAY 11, 2023 CONDUCT OF THE MEETING A B C CONSTITUTION OF THE 2022 MANAGEMENT STATUTORY AUDITORS’ BUREAU OF THE MEETING REPORT AND FIRST-QUARTER REPORTS 2023 TRADING UPDATE D E F G REPORT OF THE REPORT OF THE QUESTIONS & RESOLUTIONS SUPERVISORY BOARD ON SUPERVISORY BOARD ANSWERS VO
Slide 4: A - Constitution of the Bureau of the Meeting
- A - CONSTITUTION OF THE BUREAU OF THE MEETING 4
Slide 5: Documents Available to the General Meeting (1/2)
GENERAL MEETING — MAY 11, 2023 DOCUMENTS AVAILABLE TO THE GENERAL MEETING (1/2) 1. A copy of the French official bulletin of legal notices, the "Bulletin des annonces légales obligatoires" (BALO) including the preliminary notice of meeting dated April 3, 2023; a copy of the BALO including the conven
Slide 6: Documents Available to the General Meeting (2/2)
GENERAL MEETING — MAY 11, 2023 DOCUMENTS AVAILABLE TO THE GENERAL MEETING (2/2) vii. The report of one of the Statutory Auditors, appointed as independent third party, on the verification of the consolidated non- financial performance statement (pages 121 to 123) 8. The Statutory Auditors' reports o
Slide 7: B - 2022 Management Report and Q1 2023 Trading Update
- B - 2022 MANAGEMENT R E P O R T A N D F I R S T- Q U A R T E R 2 0 2 3 T R A D I N G U P D AT E Complete version of this report can be found in the 2022 Universal Registration Document, the cross-reference table of which can be found on pages 376 and 377 7
Slide 8: Table of Contents
GENERAL MEETING — MAY 11, 2023 TABLE OF CONTENTS 01 02 GROWING CASH FLOWS & OUR CSR LEADERSHIP STRONG BALANCE SHEET 03 04 DISTRIBUTION & Q1 2023 TRADING UPDATE GUIDANCE 8
Slide 9: Our CSR Leadership
01 OUR CSR LEADERSHIP KLEPIERRE SHOP. MEET. CONNECT.*
Slide 10: Global Leadership in Sustainability Recognized in 2022
GENERAL MEETING — MAY 11, 2023 KLÉPIERRE’S GLOBAL LEADERSHIP IN SUSTAINABILITY HAS BEEN WIDELY RECOGNIZED ONCE AGAIN IN 2022 1st WORLDWIDE “A” LIST CAC SBT 1.5 INDEX AAA RATING 1.5°C TRAJECTORY 1st Global Retail Listed Klépierre is one of Integration of a new, Highest rating achieved In 2020, Klépie
Slide 11: Results of the First Phase of Act for Good CSR Strategy
GENERAL MEETING — MAY 11, 2023 THIS IS LARGELY THANKS TO THE OUTSTANDING RESULTS OF THE FIRST PHASE OF ITS ACT FOR GOOD® CSR STRATEGY 99.8% average achievement rate for our 32 targets 42% 82% reduction in greenhouse reduction in the energy gases emissions (GHG) intensity of our portfolio scopes 1 an
Slide 12: Growing Cash Flows & Strong Balance Sheet
02 GROWING CASH FLOWS & STRONG BALANCE SHEET 12
Slide 13: We Outperformed Our 2022 Guidance
GENERAL MEETING — MAY 11, 2023 WE OUTPERFORMED OUR 2022 GUIDANCE €2.30 - €2.35 €2.45 €2.62 (up 20.1% vs. 2021) 2022 NCCF per share 2022 NCCF per share guidance presented in updated guidance 2022 NCCF per share February 2022 presented in July 2022 +13% vs. mid-range initial guidance 13
Slide 14: A Performance Driven by Strong Fundamentals
GENERAL MEETING — MAY 11, 2023 A PERFORMANCE DRIVEN BY STRONG FUNDAMENTALS 1 We own a high quality portfolio 2 OUR VISION: SHOP. MEET. CONNECT. 3 Capital allocation • Prime shopping centers at the heart of Europe’s largest cities: 1 million inhabitants catchment area and 20% higher revenue per capit
Slide 15: Retailer Sales Continued to Significantly Progress
GENERAL MEETING — MAY 11, 2023 RETAILER SALES CONTINUED TO SIGNIFICANTLY PROGRESS 2022 retailer sales by region compared to 2021 +45% +40% +29% +25% +26% +18% +17% Netherlands & Group France Italy Scan dinavia Iberia CE Netherland and German y Group France Italy Scandinavia Iberia Central Europe (sh
Slide 16: We Seized the Growth Momentum of Expanding Retailers
GENERAL MEETING — MAY 11, 2023 WE SEIZED THE GROWTH MOMENTUM OF EXPANDING RETAILERS 4 new stores 4 new stores 11 new stores 3 new stores 6 new stores 18 new stores 7 new stores 3 new stores 11 new stores 6 new stores 1 new store 2 new stores 3 new stores 2 new stores 3 new stores 16
Slide 17: All Our Operational Fundamentals Were on the Rise
GENERAL MEETING — MAY 11, 2023 ALL OUR OPERATIONAL FUNDAMENTALS WERE ON THE RISE 1,360 leases signed 4.1% positive reversion, on top of a 3.7% indexation 26% of our stores relet to new tenants since 2020 High occupancy rate at 95.8%, up 110 basis points over one year 5.0 years of average left lease
Slide 18: Net Rental Income Performance
GENERAL MEETING — MAY 11, 2023 NET RENTAL INCOME PERFORMANCE €1,035.3m Year-on-year comparison is affected €921.7m by 2021 store closures related to the pandemic. -€88.6m -€25.0m One-off items Excluding one-off contributions, 2022 net rental income amounted to €921.7 million and reflecting the basis
Slide 19: Sustained Pace of Disposals Enhanced the Portfolio
GENERAL MEETING — MAY 11, 2023 THE SUSTAINED PACE OF DISPOSALS ENABLED US TO FURTHER ENHANCE THE PORTFOLIO Keep adapting the portfolio to refocus on destinations sought after by retailers €1,475m of disposals(1) since January 1, 2021 of which Being active in many countries and on €602m different typ
Slide 20: Highly Concentrated on Dominant Malls
GENERAL MEETING — MAY 11, 2023 WHICH IS HIGHLY CONCENTRATED ON DOMINANT MALLS The largest 20malls The largest 70 malls represent represent 54 % of the overall 92% of the overall shopping center shopping center value value 20
Slide 21: Opening of Gran Reno Extension
GENERAL MEETING — MAY 11, 2023 THE MAIN DEVELOPMENT HIGHLIGHT OF 2022 WAS THE OPENING OF GRAN RENO EXTENSION Total investment of €142m for the 16,700 sq.m. of extension and renovation, fully let, with a 8% yield on cost. Footfall above our expectations +47% vs. 2019 Annual footfall to since the open
Slide 22: Grand Place Extension Due by End of 2023
GENERAL MEETING — MAY 11, 2023 GRAND PLACE EXTENSION DUE FOR COMPLETION BY THE END OF 2023 Committed project Grenoble, France Widening our retail service and leisure offer. 16,200 sq.m extension Pre-letting: 89% Total investment: €65 million Yield on cost: c.8% 22
Slide 23: Maremagnum Chosen by Time Out Market
GENERAL MEETING — MAY 11, 2023 MAREMAGNUM CHOSEN BY TIME OUT MARKET TO OPEN ITS SECOND LOCATION IN EUROPE Committed project Barcelona, Spain Maremagnum’s rooftop to host the first Time Out Market in Spain and create the new Barcelona’s leisure hotspot for food & beverage. 5,200 sq.m Opening H1 2024
Slide 24: Strong Credit Metrics
GENERAL MEETING — MAY 11, 2023 STRONG CREDIT METRICS Loan-to-Value ratio: 37.7% Net Debt to Ebitda: 7.9x, Net debt down better than pre-Covid level (8.0x) €1.6 billion since January 1, 2021 Interest Coverage Ratio: 10.0x, well above pre-Covid level Average Debt Maturity: 6.5 years Full rate hedging
Slide 25: EPRA Net Asset Value Metrics
GENERAL MEETING — MAY 11, 2023 EPRA NET ASSET VALUE METRICS December June December EPRA asset valuations 2021 2022 2022 EPRA NRV €35.1 €34.5 €34.7 EPRA NTA 12-month reconciliation per share In euros per share EPRA NTA €31.2 €30.6 €30.9 EPRA NTA at 12/31/2021 31.20 EPRA NDV €27.1 €29.2 €29.9 Cash flo
Slide 26: Q1 2023 Trading Update
03 Q1 2023 TRADING UPDATE KLEPIERRE SHOP. MEET. CONNECT.*
Slide 27: Retailer Sales and Footfall (vs. 2022)
GENERAL MEETING — MAY 11, 2023 RETAILER SALES AND FOOTFALL (VS. 2022) Like-for-like evolution of retailer sales compared to 2022, Like-for-like change in footfall compared to 2022 total share +19% +20% +13% +14% +13% +11% +10% +9% January 2023 February 2023 March 2023 Q1 2023 January 2023 February 2
Slide 28: Retailer Sales by Country and by Segment
GENERAL MEETING — MAY 11, 2023 RETAILER SALES BY COUNTRY AND BY SEGMENT (VS. 2022) Retailer sales by geography: Q1 2023 vs. Q1 2022 +27% +20% +16% +15% +13% +12% +9% Group France Italy Scandinavia Iberia Netherlands & Central Europe (share in (40%) (25%) (12%) (10%) Germany (6%) total sales) (7%) Re
Slide 29: Operating and Financing Highlights
GENERAL MEETING — MAY 11, 2023 OPERATING AND FINANCING HIGHLIGHTS OPERATIONS up 6.2% NET RENTAL INCOME adjusted for disposals and developments 95.7%, up 100 bps OCCUPANCY year-on-year FINANCING €530 million of long-term financing closed and drawn year-to-date with an average maturity of 6.4 years Re
Slide 30: Distribution & Guidance
04 DISTRIBUTION & GUIDANCE 30
Slide 31: Proposed 3% Increase in Cash Distribution at €1.75 per Share
GENERAL MEETING — MAY 11, 2023 WE PROPOSE A 3% INCREASE IN CASH DISTRIBUTION AT €1.75 PER SHARE Proposed distribution of €1.75 Based on the distribution capacity, the proposed distribution is composed of: up 3% compared to 2021 €1.75 Pay-out ratio of 75.4% (1) €0.87 €0.84 The proposed distribution s
Slide 32: Expected 5% Increase in NCCF per Share in 2023
GENERAL MEETING — MAY 11, 2023 WE EXPECT TO GENERATE A 5% INCREASE IN NCCF PER SHARE IN 2023 Group share €2.62 -€0.30 -€0.08 +5% €2.35 €2.24 10% NCCF Reversal of Contribution of Adjusted NCCF NCCF 2022 provisions(1) disposed assets 2022 2023 (1) Related to 2020 & 2021 rents and charges abatements an
Slide 33: 2023 Guidance: Another Year of Growth
GENERAL MEETING — MAY 11, 2023 2023 GUIDANCE: ANOTHER YEAR OF GROWTH Considering the performance of the first quarter, Klépierre is confirming its 2023 guidance and expects to generate net current cash flow per share of €2.35, representing a growth of 5% compared to the adjusted figure for 2022 of €
Slide 34: C - Statutory Auditors' Reports
- C - S TAT U T O R Y A U D I T O R S ’ R E P O R T S ( F I N A N C I A L S TAT E M E N T S A N D S P E C I A L )
Slide 35: D - Supervisory Board Report on the Financial Statements
- D - REPORT OF THE SUPERVISORY BOARD ON T H E 2 0 2 2 F I N A N C I A L S TAT E M E N T S Complete version of this report can be found on page 219 of the 2022 Universal Registration Documents
Slide 36: E - Supervisory Board Report on Corporate Governance
- E - REPORT OF THE SUPERVISORY BOARD ON C O R P O R AT E G O V E R N A N C E Complete version of this report can be found on pages 255 and following of the 2022 Universal Registration Documents
Slide 37: F - Questions & Answers
a QUESTIONS & ANSWERS KLEPIERRE SHOP. MEET. CONNECT.*
Slide 38: G - Resolutions Votes
-G- RESOLUTIONS VOTES KLEPIERRE SHOP. MEET. CONNECT.*
Slide 39: Resolutions of the Ordinary General Meeting
RESOLUTIONS OF THE ORDINARY GENERAL MEETING 39
Slide 40: Resolutions of the Ordinary General Meeting (1/6)
GENERAL MEETING — MAY 11, 2023 RESOLUTIONS OF THE ORDINARY GENERAL MEETING (1/6) Approval of the company financial statements and the consolidated financial statements (resolutions 1 and 2) Approval of the company financial statements for the fiscal year ended December 31, 2022 – Approval of non-d
Slide 41: Resolutions of the Ordinary General Meeting (2/6)
GENERAL MEETING — MAY 11, 2023 RESOLUTIONS OF THE ORDINARY GENERAL MEETING (2/6) Re-appointment of members of the Supervisory Board (resolutions 7 to 9) Re-appointment of Catherine Simoni as a member of the Supervisory Board Re-appointment of Florence von Erb as a member of the Supervisory Board
Slide 42: Resolutions of the Ordinary General Meeting (3/6)
GENERAL MEETING — MAY 11, 2023 RESOLUTIONS OF THE ORDINARY GENERAL MEETING (3/6) Non-replacement of the Alternate Statutory Auditors after they were not re-appointed (resolutions 10 and 11) Placing on record that following the non-re-appointment of BEAS as Alternate Statutory Auditor, no replaceme
Slide 43: Resolutions of the Ordinary General Meeting (4/6)
GENERAL MEETING — MAY 11, 2023 RESOLUTIONS OF THE ORDINARY GENERAL MEETING (4/6) 2023 compensation policies applicable to the Supervisory Board and Executive Board (resolutions 12 to 14) Approval of the 2023 compensation policy for the Chairman of the Supervisory Board and the other members of the
Slide 44: Resolutions of the Ordinary General Meeting (5/6)
GENERAL MEETING — MAY 11, 2023 RESOLUTIONS OF THE ORDINARY GENERAL MEETING (5/6) Approval of the components of compensation paid during or allotted for fiscal year 2022 to the Chairman of the Supervisory Board, the Chairman of the Executive Board and the members of the Executive Board (resolutions 1
Slide 45: Composition of the Nomination and Compensation Committee
GENERAL MEETING — MAY 11, 2023 COMPOSITION OF THE NOMINATION AND COMPENSATION COMMITTEE AS OF DECEMBER 31, 2022 Catherine SIMONI Rose-Marie Chairwoman M. Steven FIVEL VAN LERBERGHE Independent member Independent member 66.67% 5 100% independent members meetings held in 2022 average attendance of the
Slide 46: Main Works of the Nomination and Compensation Committee in 2022
GENERAL MEETING — MAY 11, 2023 MAIN WORKS OF THE NOMINATION AND COMPENSATION COMMITTEE IN 2022 Gouvernance : • Review of the membership of the Supervisory Board and of Specialized Committees • Review of the membership of the Executive Board • Review of the independence of the members of the Supervis
Slide 47: The Vote of the Shareholders Is Requested For
GENERAL MEETING — MAY 11, 2023 THE VOTE OF THE SHAREHOLDERS IS REQUESTED FOR: Approving the 2023 compensation policy for: • the Chairman of the Supervisory Board and the other members of the Supervisory Board Resolutions 12 to 14 • the Chairman of the Executive Board • the members of the Executive B
Slide 48: 2023 Compensation Policy for Supervisory Board Members
GENERAL MEETING — MAY 11, 2023 2023 COMPENSATION POLICY FOR THE MEMBERS OF THE SUPERVISORY BOARD • Renewal of the principles approved in 2016 • Maximum envelope of €688,000 Resolution 12 • Variable part being the larger part 48
Slide 49: 2023 Compensation Policy for Executive Board Members
GENERAL MEETING — MAY 11, 2023 2023 COMPENSATION POLICY FOR THE MEMBERS OF THE EXECUTIVE BOARD (1) UNCHANGED FROM 2022 – RESOLUTIONS 13 AND 14 Short-term variable Long-term variable Fixed compensation compensation compensation Chairman of the Executive Board: Ceiling set at 150% of the fixed Ceiling
Slide 50: 2022 Compensations
GENERAL MEETING — MAY 11, 2023 2022 COMPENSATIONS RESOLUTIONS 15 TO 20 For the members of the Supervisory Board, the compensation totaled €688,000 and was paid in accordance with the compensation policy approved by the 2022 General Meeting For the members of the Executive Board, the compensation pai
Slide 51: Resolutions of the Ordinary General Meeting (6/6)
GENERAL MEETING — MAY 11, 2023 RESOLUTIONS OF THE ORDINARY GENERAL MEETING (6/6) Authorization, for a period of 18 months, to trade in the Company’s shares, not to be used during a public offer (resolution 21) Authorization, for a period of 18 months, to trade in the Company’s shares, not to be us
Slide 52: Resolutions of the Extraordinary General Meeting
GENERAL MEETING — MAY 11, 2023 RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING
Slide 53: Resolutions of the Extraordinary General Meeting
GENERAL MEETING — MAY 11, 2023 RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING 22. Delegation of authority to the Executive Board, for a period of 26 months, to reduce the share capital by canceling treasury shares 23. Delegation of authority to the Executive Board, for a period of 26 months, to is
Slide 54: Resolution of the Ordinary General Meeting
2023 ANNUAL GENERAL MEETING — MAY 11, 2023 RESOLUTION OF THE ORDINARY GENERAL MEETING
Slide 55: Resolution of the Ordinary General Meeting (1/2)
GENERAL MEETING — MAY 11, 2023 RESOLUTION OF THE ORDINARY GENERAL MEETING (1/2) 30. Advisory opinion on the Company's ambition and objectives in the fight against climate change 55
Slide 56: Renewed CSR Ambition for 2030
GENERAL MEETING — MAY 11, 2023 THE GROUP HAS ANNOUNCED ITS RENEWED CSR AMBITION FOR 2030 56
Slide 57: Achieving Net Zero Carbon by 2030
ASSEMBLÉE GÉNÉRALE - 11 MAI 2023 ACHIEVING NET ZERO CARBON BY 2030: THE CORE OF THE GROUP'S CLIMATE STRATEGY Resolution 30 « Say on climate » 57
Slide 58: Other Commitments Made by the Group
GENERAL MEETING — MAY 11, 2023 THE 3 OTHER COMMITMENTS MADE BY THE GROUP TO BUILD THE MO SUSTAINABLE TRADE PLATFORM PROMOTING SERVICING GROWING SUSTAINABLE COMMUNITIES PEOPLE LIFESTYLES ALL our shopping centers will • Develop up a long-term “Giving Back” 50,000 people developed across Europe 50 mill
Slide 59: Resolution of the Ordinary General Meeting (2/2)
GENERAL MEETING — MAY 11, 2023 RESOLUTION OF THE ORDINARY GENERAL MEETING (2/2) 31. Powers for formalities 59
Slide 60: Agenda
AGENDA July 7, 2023 Ex-dividend date for the final dividend July 11, 2023 Final dividend payment August 1, 2023 First-half 2023 earnings (after market close)