Nexity / UNIVERSAL REGISTRATION DOCUMENT 2019 / 1 Worldreginfo - Eb2e530b-56Bc-4F4f-8C0e-09Cae85bdc91 NEXITY in BRIEF
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UNIVERSAL REGISTRATION DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT 2019 WorldReginfo - eb2e530b-56bc-4f4f-8c0e-09cae85bdc91 213 ControlClubGoverningVoluntarypermanentScope 1797. of of companies turnoverthebodies: contracts Group’s defined rate: acquired over net number debttheas the beforeperiod. based ofGroup’sGroup's resignations 01/01/2018. on IFRSClub financial100. and end statements of trial periods (excluding at the IFRSemployees' 16 and initiativeexternal growthout of the not average included headcount in the PMT). of employees with CONTENTS NEXITY IN BRIEF 2 4 CORPORATE GOVERNANCE REPORT 163 1 INTRODUCTION 4.1 Administrative and Executive Management OF THE GROUP 13 bodies 164 4.2 Preparation and organisation of the Board 1.1 Strategy 14 of Directors’ work 183 1.2 Individual Clients 22 4.3 Related-party transactions 193 1.3 Commercial Clients 50 4.4 Remuneration and benefits for the executive 1.4 Local Authority Clients 63 company officers 197 1.5 Internal Clients 66 4.5 Remuneration and benefits of the other 1.6 Investments, innovation and intellectual property 68 executives (non-company officers) 222 1.7 Legislative and regulatory environment 70 4.6 Pensions and other benefits 225 1.8 Material contracts 72 4.7 Interests of the executive company officers and members of the Board of Directors 2 RISK MANAGEMENT 75 in the Company’s share capital 226 4.8 Transactions in securities 227 2.1 Risk management and internal control system 77 4.9 Stock options and free shares awarded 2.2 Specific risk factors and their management 86 to the executive company officers 227 2.3 Business ethics and regulatory compliance 99 4.10 Major shareholders 228 2.4 Duty of care 101 4.11 Information on the share capital 230 2.5 Fraud prevention system 107 4.12 Requirements under the articles of association 237 2.6 Legal and arbitration proceedings 107 2.7 Procedures relating to the preparation 5 FINANCIAL REPORT 243 and processingof financial and accounting information 108 5.1 Operating and financial review 244 Trends5.2 260 3 STATEMENT OF 5.3 Consolidated financial statements NON-FINANCIAL at 31 December 2019 262 5.4 Parent company financial statements PERFORMANCE 111 at 31 December 2019 311 3.1 CSR, an integral part of Nexity group’s strategy 112 5.5 Additional items 338 3.2 Strengthening staff loyalty: being recognised as a preferred employer 120 6 INFORMATION ABOUT 3.3 Improving the Group’s environmental THE ISSUER 341 performance 134 3.4 Increasing the Group’s contribution to society 144 6.1 General information 342 3.5 Notes on methodology pertaining to disclosure 6.2 History of the Company at 31 December 2019 342 of workforce, environmental and societal 6.3 Organisation structure 343 information 149 6.4 Persons responsible for the Universal Registration 3.6 Report by the independent third party Document 346 on the statement of consolidated non-financial 6.5 Statutory Auditors 346 performance included in the management report 152 6.6 Other information 347 3.7 Cross-reference table with the statements 6.7 Cross-reference tables 348 of non-financial performance 155 3.8 Cross-reference table with the United Nations sustainable development goals 156 3.9 Summary table of CSR indicators 157 The elements of the annual financial report are identified in the contents by the AFR symbol. WorldReginfo - eb2e530b-56bc-4f4f-8c0e-09cae85bdc91 A French société anonyme with share capital of €280,648,620 Registered office: 19, rue de Vienne – TSA 50029 – F-75801 Paris Cedex 08 444 346 795 RCS Paris UNIVERSAL REGISTRATION DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT 2019 This Universal Registration Document was filed with the French Financial Markets Authority (Autorité des marchés financiers – AMF) on 9 April 2020, as the competent authority under Regulation (EU) No. 2017/1129, without prior approval under Article 9 of the said regulation. The Universal Registration Document can be used for a public offering of securities or for the admission of securities for trading on a regulated market if it is supplemented by a prospectus and, as the case may be, a summary and all the amendments made to the Universal Registration Document. The whole is then approved by AMF in accordance with Regulation (EU) No. 2017/1129. In accordance with Article 19 of Regulation (EU) No. 2017/1129, the following information is included in this Universal Registration Document: • The management report, the consolidated financial statements for the 2018 financial year and the corresponding Statutory Auditors’ report, set out on pages 224 to 245, 246 and 247 to 295, 296 to 300 of the Registration Document filed with AMF on 4 April 2019 under number D.19-0272; and • The management report, the consolidated financial statements for the 2017 financial year and the corresponding Statutory Auditors’ report, set out on pages 91 to 108, 109 and 110 to 158, 159 to 162 of the Registration Document filed with AMF on 5 April 2018 under number D.18-0272. This document is a free translation into English of the original French Document d'enregistrement universel, referred to as the “Universal Registration Document”. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text. Copies of this Universal Registration Document may be obtained free of charge from Nexity, 19 rue de Vienne – TSA 50029 – 75801 Paris Cedex 08, and on the websites of Nexity (www.nexity.fr) and AMF (www.amf-france.org). Nexity / UNIVERSAL REGISTRATION DOCUMENT 2019 / 1 WorldReginfo - eb2e530b-56bc-4f4f-8c0e-09cae85bdc91 NEXITY IN BRIEF NEXITY IN BRIEF A unique model based on REAL ESTATE SERVICES OUR RESOURCES AND OUR CLIENT EXPERIENCE CORE STRENGTHS Clients are our paramount concern. • No. 1 integrated real estate • Approach focused on user experience operator in France • Ability to meet the full range of our clients’ • Combination of real estate real estate needs development and real estate services • Employee-led transformation • A unique model • Diversified client base and geographical coverage balanced between the Paris region Organisational capital and the rest of France • Strong presence across • Market leader or major player (short, medium and long-term) cycles in France in each of the industry sectors • Asset-light model in which it operates • Risk management • Balance between decentralisation and control Human capital ~18% of the share capital owned by employees and managers >11,000 employees • Development of new homes Investment capital • Development of subdivisions Market capitalisation of €2.5bn • Commercial real estate development at 31 December 2019 • Villes & Projets: urban planning, urban projects, new urban uses Relational capital >400 locations across France Client capital INDIVIDUAL CLIENTS >1 million clients No. 1 in Residential Real Estate 1 million monthly visitors No. 1 in Sales and Lettings No. 2 in Property Management to Nexity’s sites for Individuals Social and environmental capital 4% of Residential Real Estate built using timber-frame techniques >120,000 sq.m in Commercial Real Estate built with timber frames since 2011 Intellectual capital 25 projects incubated by the Startup Studio since its inception /2 Nexity / UNIVERSAL REGISTRATION DOCUMENT 2019 WorldReginfo - eb2e530b-56bc-4f4f-8c0e-09cae85bdc91 NEXITY IN BRIEF A unique model based on REAL ESTATE SERVICES catering to the needs of OUR CLIENTS OUR AMBITION Being useful to our Clients, society and the world around us. USEFUL REAL ESTATE Nexity develops real estate that Two complementary adapts to changing uses and has business lines an expanding service component assisting our clients as their AFFORDABLE REAL ESTATE real estate needs evolve Nexity uses every means at its disposal to lower real estate prices and its operating expenses SUSTAINABLE REAL ESTATE Nexity is committed to high-intensity, sober urban development to create desirable, • Property Management for individuals low-carbon cities • Distribution • Serviced residences • Brokerage and advisory services • Property Management for Companies, commercial OUR PERFORMANCE RECORD Development Services real estate advisory services and space planning SINCE 2014 • Coworking spaces management • Partnership for the design and execution • Track record of growth of major urban projects or large-scale urban • A resilient business operating regeneration schemes in an upbeat market Revenue COMMERCIAL CLIENTS LOCAL AUTHORITY x1.7 No. 1 in Property Management CLIENTS for Companies Partner of choice for local Current operating profit No. 1 in coworking spaces in Paris authorities x1.9 No. 3 in Commercial Real Estate TSR* +84% INTERNAL CLIENTS Unique combination of real Carbon trajectory estate skills and expertise 15% reduction harnessed for each Client in greenhouse gas emissions per employee * Total shareholder return (incl. reinvestment of dividends) to 31/12/2019. Nexity / UNIVERSAL REGISTRATION DOCUMENT 2019 / 3 WorldReginfo - eb2e530b-56bc-4f4f-8c0e-09cae85bdc91 NEXITY IN BRIEF Our 2019 KEY FIGURES 2019 REVENUE Number one integrated €4.5bn real estate operator 1.4 point gain in the market share 76% Development of new homes 24% Services 16% 2019 EBITDA of 2019 revenue generated €573m by integrated solutions Leader in digital real estate 55% Development 45% Services 12 million visits to web platforms and the nexity.fr website, with Group share of net profit before some 12% of visitors looking non-recurring items at more than one business line €163m 10 projects incubated in the Startup Development pipeline