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IGD - Immobiliare Grande Distribuzione

Interim / Quarterly Report Nov 26, 2024

4263_ir_2024-11-26_d6f84cc5-71c3-4889-9d6d-379642bbcdb0.pdf

Interim / Quarterly Report

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EMARKE
SDIR
CERTIFIED

IMMOBILIARE GRANDE DISTRIBUZIONE SOCIETA' DI INVESTIMENTO IMMOBILIARE QUOTATA S.P.A.

Registered office in Bologna, Via Trattati Comunitari Europei1957-2007 n.13,

VAT, Bologna Company Register no. 00397420399 Bologna Chamber of Commerce Registration no. 458582 Share capital subscribed and paid-in: €650,000,000.00

INTERIM FINANCIAL REPORT

30/09/2024

Corporate and Supervisory Bodies 3
1.1. // Gruppo IGD 5
1.2. // Income statement review7
1.3. // Statement of financial position and financial review 18
1.4. // Significant events at 30 September 202422
1.5. // Subsequent events25
1.6. // Outlook25
2. GRUPPO IGD CONSOLIDATED FINANCIAL STATEMENTS AT 30 SEPTEMBER
202426
2.1. // Consolidated income statement 27
2.2. // Consolidated statement of comprehensive income28
2.3. // Consolidated statement of financial position29
2.4. // Consolidated statement of changes in equity30
2.5. // Consolidated statement of cash flows 31
2.6. // Net financial debt 32
2.7. // Preparation criteria and scope of consolidation 34
2.7.1. General information34
2.7.2. Summary of accounting standards34
2.7.2.1. Preparation criteria 34
2.7.2.2. Consolidation 35
2.7.3. Operating segments37
2.8. // Certification of the interim management statement pursuant to Art.154-bis (2)
of Legislative Decree 58/98 38

Corporate and Supervisory Bodies

Board of Directors Office Executive Non Executive Independent Control and
Risk Committee
Nomination and
Compensation
Committee
Related Party
Transaction
Committee
Strategic
Committee
Antonio Rizzi Chairman X X X
Edy Gambetti Vice Chairman X X
Roberto Zoia Chief Executive
Officer
X X
Antonello Cestelli Director X X
Antonio Cerulli Director X X
Alessia Savino Director X
Daniela Delfrate Director X X X X
Francesca Mencuccini Director X
Laura Ceccotti Director X
Mirella Pellegrini Director X X X
Simonetta Ciocchi Director X X X X
Board of Statutory Auditors Office Standing Alternate
Iacopo Lisi Chairman X
Barbara Idranti Auditor X
Massimo Scarafuggi Auditor X
Juri Scardigli Auditor X
Laura Macrì Auditor X
Pierluigi Brandolini Auditor X

Supervisory Board

Giuseppe Carnesecchi (Presidente), Alessandra De Martino, Paolo Maestri.

External Auditors

Deloitte & Touche S.p.A.

Financial Reporting Officer

Marcello Melloni

1.Gruppo IGD Interim Financial Report

1.1. // Gruppo IGD

IGD was the first company in Italy to obtain SIIQ (Società di Investimento Immobiliare Quotata or real estate investment trust) status in 2008 and is still the only retail real estate company that qualifies as a SIIQ. Most of the Group's real estate assets are in Italy (around 93%). The remainder (around 7%) is in Romania where IGD owns the Winmarkt chain of shopping centers through WinMagazin SA.

IGD SIIQ's perimeter of exempt operations includes the freehold assets found in Italy.

At 30 September 2024, in addition to the parent company, Gruppo IGD comprises:

  • 99.9% of Arco Campus S.r.l., a company dedicated to the sale, leasing and management of properties used for sports, in addition to the development and promotion of sports;
  • 100% of IGD Service S.r.l., which, in addition to owning the licenses for the Centro Sarca, Millennium Center, Gran Rondò and Darsena centers, also operates the leasehold properties (Centro Nova), the services business which includes the management mandates for the

freehold and leasehold properties and controls the majority of the operations which are not included in the SIIQ perimeter;

  • o 99.9% of WinMagazine SA, the Romanian subsidiary, through which it controls 100% of WinMarktManagement Srl, the company responsible for the team of Romanian managers;
  • o 100% of Porta Medicea Srl, responsible for the construction of the mixed-use real estate requalification and development project involving Livorno's waterfront.

1.2. // Income statement review

Due to the decrease in the fair value of the investment properties, the impairment of the interest held in Food Fund and the increase in financial charges, the Group reported a consolidated net loss of €32,042 thousand at 30 September 2024, compared to a net loss of €38,954 thousand at 30 September 2023.

The consolidated operating income statement for the first nine months of the year is shown below:

GROUP CONSOLIDATED (a)
9/30/2024
(b)
9/30/2023
Δ
(a)/(b)
Revenues from freehold rental activities 93,588 98,542 -5.0%
Revenues from leasehold rental activities 7,082 6,811 4.0%
Total income from rental activities 100,670 105,353 -4.4%
Rents and payable leases - 1 - 2 -50.0%
Direct costs from rental activities -15,488 -16,959 -8.7%
Net rental income 85,181 88,392 -3.6%
Revenues from services 6,183 5,778 7.0%
Direct costs from services -4,431 -4,075 8.7%
Net services income 1,752 1,703 2.9%
HQ Personnel expenses -5,581 -5,566 0.3%
3.3%
G&A expenses
CORE BUSINESS EBITDA (Operating Income)
-3,610
77,742
-3,493
81,036
-4.1%
Core business Ebitda Margin 72.8% 72.9%
Revenue from trading 714 5,602 -87.3%
Cost of sale and other costs of trading -941 -5,880 -84.0%
Operating result from trading -227 -278 -18.3%
EBITDA 77,515 80,758 -4.0%
Ebitda Margin 72.1% 69.2%
Impairment and fair value adjustments -26,304 -86,589 -69.6%
Depreciations and provisions -1,540 -1,408 9.4%
EBIT 49,671 -7,239 n.a.
FINANCIAL MANAGEMENT -52,116 -31,064 67.8%
EXTRAORDINARY MANAGEMENT -29,100 0 n.a.
PRE-TAX RESULT -31,545 -38,303 -17.6%
Taxes -497 -651 -23.7%
NET RESULT OF THE PERIOD -32,042 -38,954 -17.7%
Profit/Loss for the period related to third parties 0 0 n.a.
GROUP NET RESULT -32,042 -38,954 -17.7%

The consolidated operating income statement for the last quarter is shown below:

GROUP CONSOLIDATED (a) (b)
3Q 2024 3Q 2023
Δ
(a)/(b)
Revenues from freehold rental activities 29,246 32,965 -11.3%
Revenues from leasehold rental activities 2,322 2,303 0.8%
Total income from rental activities 31,568 35,268 -10.5%
Rents and payable leases -1 -1 -1686.2%
Direct costs from rental activities -5,369 -5,916 -9.0%
Net rental income 26,198 29,351 -10.7%
Revenues from services 2,109 2,001 5.4%
Direct costs from services -1,555 -1,231 26.4%
Net services income 554 770 -28.0%
HQ Personnel expenses -1,718 -1,682 1.7%
G&A expenses -1,176 -1,192 -1.7%
CORE BUSINESS EBITDA (Operating Income) 23,858 27,247 -12.4%
Core business Ebitda Margin 70.8% 73.1%
Revenue from trading 630 30 n.a.
Cost of sale and other costs of trading -656 -149 341.2%
Operating result from trading -26 -119 -78.2%
EBITDA 23,832 27,128 -12.1%
Ebitda Margin 69.5% 72.7%
Impairment and fair value adjustments -7,504 -6,312 18.9%
Depreciations and provisions -526 -507 n.a.
EBIT 15,802 20,309 -22.2%
FINANCIAL MANAGEMENT -15,252 -11,865 28.6%
EXTRAORDINARY MANAGEMENT 0 0 n.a.
PRE-TAX RESULT 550 8,444 -93.5%
Taxes -50 -335 -85.4%
NET RESULT OF THE PERIOD 500 8,109 -93.8%
Profit/Loss for the period related to third parties 0 0 n.a.
GROUP NET RESULT 500 8,109 -93.8%

Certain cost and revenue items have been reclassified or offset, which explains the difference with respect to the financial statements (please refer to operating segment information).

The interim results shown in the consolidated operating income statement, particularly, core business EBTDA, EBITDA and EBIT are not identified as accounting measures under the international accounting standards and, therefore, should not be considered a substitute measure of the Group's performance. The criteria used by the Group to determine the interim results could also differ from those used by other sector companies and/or groups and, therefore, these figures may not be comparable.

Net rental income

Rental income amounted to €100,670 thousand at 30 September 2024, a decrease of 4.4% compared to the same period of the prior year. For a more consistent comparison, the 2023 rental income was restated to reflect the sale of in April 2012 of a portfolio of properties (Food portfolio) comprising 8 hypermarkets, 3 supermarkets and 2 shopping malls, described in greater detail below. The restated rental income, which takes into account the change in perimeter, landed at €97,548 thousand.

The increase over the restated 2023 amount was €3,122 thousand (+3.3%) is attributable to:

  • higher like-for-like revenues in Italy (malls +2.3% and hypermarkets +1.9%) explained by the ISTAT adjustments which had a positive impact on malls of around €1.2 million (+1.7%).
  • for €1,236 thousand, higher revenues not like-for-like (due to the opening of Officine Storiche in September 2023, as well as the impact of the remodeled space at Katanè and Lungo Savio).

Overall, like-for-like rental income, which accounts for roughly 90% of the total, rose 2.1% to €1.9 million

The direct costs for the rental business amounted to €15,488 thousand. The decrease against the same period of the prior year is attributable largely to the sale of the Food portfolio. Like-forlike direct costs stood at €13,984, a slight increase compared to the same period of the prior year.

Net rental income amounted to €85,181 thousand, a decrease of 3.6%% against the prior year. For a more consistent comparison, the 2023 net rental income was restated to reflect the change in the scope of consolidation explained by the sale of the Food portfolio. Net rental income restated amounted to €82,174 thousand and reflects the change in perimeter for €6,218 thousand explained by a decrease in revenues of €7,805 thousand and a drop in costs of €1,587 thousand. Like-for-like, net rental income was €3,007 thousand (+3.7%) higher than in the same period of the prior year.

Net rental income freehold amounted to €82,092 thousand, lower (-4.0%) than in the same period of the prior year. Like-for-like, the net rental income freehold was 6.9% higher than in the prior year. The margin for this business is sizeable, coming in at 87.7%, an increase against the previous year.

Net rental income leasehold amounted to €3,089 thousand, an increase of 8.8% compared to the same period of the prior year.

Net Service Income

Revenue from services amounted to €6,183 thousand, an increase of €405 thousand with respect to the same period of the prior year (+7.0%) explained mainly by higher revenues for outsourcing services, including related to the sale of the portfolio and marketing of centers. Most of this revenue comes from the facility management business (83.3% of the total or €4,865 thousand).

The direct costs for services amounted to €4,431 thousand, €356 thousand higher (+8.7%) than in the same period of the prior year.

Net services income was 2.9% higher than in the same period of the prior year, coming in at €1,752 thousand or 28.3% of services income versus 29.5% in the same period of the prior year.

General expenses for the core business

General expenses for the core business, including payroll costs at headquarters, came to €9,191 thousand, slightly higher (+1.6%) than the €9,059 thousand recorded in 2023, due mainly to an increase in professional consultancies and other general expenses.

These costs came to 8.6% of core business revenue.

Operating results for trading

Trading posted an operating loss of €277 thousand, slightly lower than in the same period of the prior year.

In the first nine months of 2024, the sale of one residential unit and two enclosed parking spaces closed; out a total of 42 residential units, the sale of 31 units have already closed and 4 binding offers have been signed (3 of which are expected to close in the last quarter of 2024 and 1 in 2025).

The costs the business unit incurred in the third quarter are broken down below:

EBITDA

The core business EBITDA amounted to €77,742 thousand, 4.1% lower than in the same period of the prior year, while total EBITDA dropped by 4.0% to €77,515 thousand. Total EBITDA restated was €2,924 thousand higher (+3.9%)

The changes in the components of total EBITDA in 2024 are shown below:

The core business EBITDA MARGIN reached 72.8%, lower than in the same period of the prior year.

Fair value adjustments and impairment losses on work in progress and inventory

Fair value adjustments and impairment losses/reversals was negative for €26,304 thousand at 30 September 2024, showing strong improvement compared to the €86,589 thousand recorded at 30 September 2023.

The change in fair value, negative for €25,890 thousand, comprises:

  • for €5,099 thousand, impairment of the right-of-use assets stemming from IFRS 16 application, including increases in the year (of which €1,614 thousand in the third quarter of 2024);
  • for €11,994 thousand, impairment of the extraordinary maintenance of properties owned and leased by Gruppo IGD's Italian companies (of which €5,556 thousand in the third quarter of 2024);
  • for €608 thousand, impairment of the extraordinary maintenance of properties owned by the Romanian subsidiary Win Magazin S.A. (of which €334 thousand in the third quarter of 2024);
  • for €5,898 thousand, an impairment loss for the adjustment to fair value of the freehold investment property of Gruppo IGD's Italian companies, based on independent appraisals as at 30 June 2024;
  • for €2,280 thousand, an impairment loss for the adjustment to fair value of the investment property of the Romanian subsidiary Win Magazin SA, based on independent appraisals as at 30 June 2024.

Net impairment losses on work in progress and inventory (€414 thousand) reflect (i) an impairment loss of €220 thousand on the Portogrande expansion and (ii) an impairment loss of €194 thousand on the Officine (residential), Molo, Lips, and Arsenale sections based on independent appraisals of these investments as at 30 June 2024.

EBIT

EBIT amounted to €49,671 thousand, showing significant improvement compared to the same period of the prior year; this change is attributable to the factors described above.

Income/(loss) from equity investments and property sales

As detailed below, on 23 April 2024 the definitive contract, in execution of the preliminary agreement disclosed to the market on 23 February 2024, was signed with Sixth Street and subsidiaries of Starwood Capital and Prelios SGR S.p.A.

The transaction involved the sale, by IGD, of a real estate portfolio comprised of eight hypermarkets, three supermarkets and two shopping malls.

The transaction was carried out through a closed-end real estate investment fund (an Italian REIF) called "Food Fund" established and managed by Prelios SGR, the asset manager of Prelios Group, to which IGD transferred the properties. The difference between the book value of the properties and the transfer value of €258 million was negative for €4.7 million.

Subsequent to the transfer, 60% of the fund units (class A preferred shares) was sold by IGD to a Luxembourg vehicle (held 50% by Sixth Street and 50% by Starwood Capital) for €155 million, while IGD maintained ownership of the remaining 40% (class B subordinate shares).

The interest maintained in Food Fund (now an associate, as a result of the sale of the 60% stake) was measured at fair value as of the date when control was lost using the discounted cash flow method based on which impairment of €24.4 million was recognized.

9/30/2024 9/30/2023 Change
Result of asset contribution in Fondo Food (4,689) - (4,689)
Result of Fondo Food deconsolidation (24,411) - (24,411)
Income/ (loss) from equity investments and asset disposal (29,100) - (29,100)

Financial Income and Charges

"Financial charges" went from €31,064 thousand at 30 September 2023 to €52,116 thousand at 30 September 2024. The increase, of around €21,052 thousand, is attributable mainly to:

  • an increase in interest on mortgages following the signing of a new €250 million loan in May 2023;
  • higher financial charges on bonds reflecting the issue of a new €400 million bond and the partial exchange of the bond notes maturing in November 2024 completed in November 2023;
  • an increase in the amortized cost of bonds following the issue of a new €400 million bond and the partial exchange of the bond notes maturing in November 2024 completed in November 2023.

The average cost of debt (without considering recurring and non-recurring transaction costs) at 30 September 2024 was 6.03%, higher than the 3.86% recorded at 31 December 2023, while the weighted average effective cost of debt went from 4.71% at 31 December 2023 to 7.64%.

The interest cover ratio (ICR), the ratio of Ebitda to net financial charges, came to 1.5x, lower than the 2.22x posted at 31 December 2023.

The adjusted interest cover ratio, the ratio of Ebitda to adjusted financial charges or financial charges net of IFRS9, non-recurring exchange costs and negative carry, was lower than the 2.44x recorded at 31 December 2023, coming in at 1.7x.

Taxes

30/09/2024 30/09/2023 Change
Current taxes 900 863 37
Deferred tax liabilities/assets (407) (218) (189)
Out of period income/charges - Provisions 4 6 (2)
Income taxes 497 651 (154)

The tax burden, current and deferred, reached a negative €497 thousand at 30 September 2024, an increase of €154 thousand against 30 September 2023.

Current tax was in line with the same period of the prior year.

The change in deferred tax against the same period of the prior year (€189 thousand) is attributable mainly to (i) adjustments consistent with the change in fair value of the real estate investments held by the subsidiary Win Magazin S.A. subject to ordinary taxation and (ii) the impact of IFRS16 application on the lease for the shopping mall in the «Centro Nova» Shopping Center.

Group net profit/loss

As a result of the above, the Group recorded a net loss of €32,042 thousand, compared to a net loss of €38,954 thousand in the same period of the prior year.

The breakdown of the change in the net result compared to the same period of the prior year is shown below.

Core business FFO

FFO (Funds from Operations), a performance indicator used widely in the real estate sector (REITs), which measures the cash flow generated by a company's core business, came to €26,349 thousand at 30 September 2024 (-40.7%), lower than in same period of the prior year due the disposal of the Food portfolio and higher adjusted financial expenses (net the non-recurring exchange costs which include the part of the redemption of the bonds made above par) and

indexing of the rents payable. For a more consistent comparison, the FFO was restated to reflect the disposal and the change in perimeter (for around €11,826 thousand, as indicated previously), and amounts to €38,167 thousand (down -31.0%).

Funds from Operations 9M 2024 9M 2023 Δ Δ%
Core business EBITDA* 77,742 81,036 (3,294) -4.1%
IFRS16 Adjustments (Payable leases) (6,620) (6,613) (7) 0.1%
Financial management Adj** (43,873) (29,179) (14,694) 50.4%
Current taxes of the period (900) (863) (37) 4.3%
FFO 26,349 44,382 (18,033) -40.7%

*Net of the non-recurring expenses recorded in 2023.

** Adj. financial charges refer to financial charges net of IFRS 16, IFRS 9, other non-recurring exchange costs and the negative carry.

1.3. // Statement of financial position and financial

review

Gruppo IGD's statement of financial position at 30 September 2024 can be summarized as follows:

30/09/2024 30/06/2024 % 31/12/2023 %
Investment property 1,683,311 1,684,925 (1,614) -0.10% 1,959,053 (275,742) -14.08%
Assets under construction and advance payments 2,177 2,200 (23) -1.05% 2,364 (187) -7.91%
Intangible assets 7,396 7,491 (95) -1.27% 7,660 (264) -3.45%
Other tangible assets 9,225 9,155 70 0.76% 9,374 (149) -1.59%
Sundry receivables and other non-current assets 138 129 9 6.98% 112 26 23.21%
Equity investments 106,005 106,005 0 0.00% 25,715 80,290 312.23%
Net working capital 8,376 8,407 (31) -0.37% 3,810 4,566 119.84%
Funds (9,339) (8,933) (406) 4.54% (9,235) (104) 1.13%
Sundry payables and other non-current liabilities (11,611) (11,272) (339) 3.01% (17,600) 5,989 -34.03%
Net deferred tax (assets)/liabilities (10,572) (11,799) 1,227 -10.40% (11,090) 518 -4.67%
Total use of funds 1,785,106 1,786,308 (1,202) -0.07% 1,970,163 (185,057) -9.39%
Total shareholders' equity 968,133 970,081 (1,948) -0.20% 1,000,533 (32,400) -3.24%
Net (assets) and liabilities for derivative instruments 1,723 (1,893) 3,616 -191.02% 1,205 518 42.99%
Net debt 815,250 818,120 (2,870) -0.35% 968,425 (153,175) -15.82%
Total sources 1,785,106 1,786,308 (1,202) -0.07% 1,970,163 (185,057) -9.39%

The main changes in the thired quarter compared to 30 June 2024 concern:

  • Investment property, down by €1,614 thousand, due to:
    • o extraordinary maintenance work (€5,890 thousand), mainly the fit-out work at the Officine Storiche mixed-use complex, the Darsena City and Porto Grande shopping malls, revamping at the ESP and Le Maioliche shopping centers, waterproofing and work on roof safety at the Citta delle Stelle shopping center; the increase in these costs resulted in a negative fair value adjustment of the same amount;
    • o for €1,614 thousand, impairment of the right-of-use assets at the malls in the Centro Nova and Fonti del Corallo shopping centers based on the independent appraisals.
  • Assets under construction and advances, which were €23 thousand lower due mainly to a decrease in advances.
  • Intangible assets, down by €95 thousand, due mainly to amortization recognized in the reporting period (€131 thousand) which was only partially offset by the costs incurred to deploy the accounting and integrated management software.
  • Other plant, property and equipment, up by €70 thousand, due to the purchase of commercial equipment, only partially offset by the depreciation of €215 thousand recognized in the reporting period.
  • Net working capital, down slightly by €31 thousand compared with 30 June 2024, mainly as a result of: (i) a decrease in inventory of €466 thousand due to work carried out for €92 thousand, and the sale of a residential unit; (ii) a decrease in other liabilities of €463 thousand (iii) an increase in net trade and related party receivables of €896 thousand; (iv) in increase in taxes of €938 thousand related to the accrual of property tax (IMU) in the reporting period.

30/09/2024 30/06/2024 % 31/12/2022 %
Work in progress inventory and advances 23,493 23,959 (466) -1.94% 24,027 (534) -2.22%
Third parties trade receivables 9,411 8,475 936 11.04% 9,676 (265) -2.74%
Related parties trade and other receivables 1,027 1,067 (40) -3.75% 1,066 (39) -3.66%
Other current assets 7,029 6,945 84 1.21% 8,334 (1,305) -15.66%
Sundry payables and other liabilities (13,011) (14,045) 1,034 -7.36% (22,405) 9,394 -41.93%
Related parties payables and other liabilities (1,905) (801) (1,104) 137.83% (2,203) 298 -13.53%
Current tax liabilities (2,804) (1,866) (938) 50.27% (1,353) (1,451) 107.24%
Other liabilities (14,864) (15,327) 463 -3.02% (13,020) (1,844) 14.16%
Net working capital 8,376 8,407 (31) -0.37% 4,122 4,254 103.20%
  • Provisions for risks and charges which showed an increase of €406 thousand explained by: (i) the provisions made for 2025 employee bonuses, (ii) provisions made for a few IMU disputes underway relative to the ESP (Ravenna), La Torre (Palermo), and Tiburtino (Guidonia) shopping centers, (iii) IGD's share of work to be done at the Centro Lame and Clodì shopping centers which were sold during the period, and iv) adjustments to employee severance (TFR).
  • Net deferred tax assets and liabilities, which went from €11,799 thousand to €10,572 thousand due mainly to the change in fair value of hedging instruments (IRS);
  • ✓ The Group's net equity amounted to €968,133 thousand at 30 September 2024. The decrease of €1,948 thousand is explained by:
    • o for -€2,718 thousand an adjustment of the CFH reserve linked to the derivatives accounted for using the cash flow hedge method;
    • o for +€270 thousand, movements in the reserve for the translation of foreign currency financial statements;
    • o for +€500 thousand, the Group's share of the earnings posted in the reporting period.
  • Net (assets) liabilities for derivatives which were lower than in the prior quarter due to the fair value measurement of the hedging instruments.

Net debt showed improvement at 30 September 2024 compared to the prior quarter and was about €153,175 thousand lower than at 31 December 2023. The changes are shown below:

The breakdown of the net debt is shown below:

The gearing ratio reflects the debt-to-equity ratio, including non-controlling interests but excluding the CFH reserves. The ratio came to 0.84 at 30 September 2024, lower than the 0.97 recorded at 31 December 2023.

1.4. // Significant events at 30 September 2024

The main events in the reporting period are described below.

Corporate events

On 23 February 2024 the Board of Directors approved the draft separate and consolidated financial statements for FY 2023, as well as the Annual Report on Corporate Governance and Ownership Structure, included in the annual report. The Board of Directors also approved the Corporate Sustainability Report 2023 which was subject to the Limited Assurance of Deloitte & Touche which certified compliance with the most important international standards (the GRI Standards).

On 18 March 2024 the Board of Directors examined and approved, as proposed by the Appointments and Compensation Committee, the Report on Remuneration and Compensation Paid drafted pursuant to and in accordance with Art. 123-ter of TUF.

***

***

During the Annual General Meeting of IGD SIIQ S.p.A. held on 18 April 2024, shareholders approved IGD's separate 2023 financial statements, as presented during the Board of Directors meeting held on 23 February 2024, which closed with a net loss of €72.5 million. During the Ordinary Annual General Meeting shareholders approved the first section of the "Report on Remuneration and the Compensation Paid" in accordance with Art. 123ter, paragraphs 3bis and 3ter, of TUF and resolved in favor of the second section of the "Report on Remuneration and the Compensation Paid" in accordance with Art. 123-ter, paragraph 6, of TUF. The shareholders also appointed the new members of the Board of Directors for the three-year period 2024-2026, through the approval of the financial statements at 31 December 2026, and appointed the new members of the Board of Statutory Auditors.

***

On 18 April 2024, the Board of Directors, as proposed by the Nominations and Remuneration Committee, appointed Antonio Rizzi Chairman of the Board of Directors, Edy Gambetti Vice Chairman of the Board of Directors and Roberto Zoia Chief Executive Officer and General Manager. The Board of Directors granted the Chief Executive Officer powers of Company administration, with the exception of the powers granted to the Board of Directors based on applicable legislation, the corporate bylaws or the scope of its duties. In accordance with the Corporate Governance Code, the Board of Directors also instituted the Nominations and Compensation Committee, the Control and Risk Committee, and the Committee for Related Party Transactions, and appointed the committee members. Lastly, the Board also instituted a new, non-executive Strategic Committee. This committee – which was also assigned the functions currently carried out by the "Sustainability Committee" - will advise on the definition of possible strategic guidelines for the management of the Company, including with a view to defining a new business plan.

On 23 April 2024 the definitive contract, in execution of the preliminary agreement disclosed to the market on 23 February 2024, was signed with Sixth Street and controlled affiliates of Starwood Capital and Prelios SGR S.p.A.

The transaction involved the sale, by IGD, of a real estate portfolio for €258 million. The portfolio includes eight hypermarkets (located in Chioggia, Porto d'Ascoli, Roma, Rimini, Conegliano, Ascoli Piceno and two in Bologna), three supermarkets (located in Civita Castellana, Ravenna and Rome) and two shopping malls (located in Bologna and Chioggia).

The transaction was carried out by transferring the properties to a closed-end real estate investment fund (an Italian REIF) called "Food Fund", managed by Prelios SGR (the asset manager of Prelios Group). Subsequent to this contribution, 60% of the fund units (class A shares with preferred returns) were sold by IGD to a Luxembourg vehicle (held 50% by Sixth Street and 50% by Starwood Capital) for €155 million, while IGD maintained ownership of the remaining 40% (class B shares with subordinated returns).

IGD used the transaction proceeds to:

  • partially redeem the "€310,006,000 Fixed Rate Step-up Notes due 17 May 2027" issued on 17 November 2023, for €90 million which lowered the outstanding from € 310 million to €220 million;
  • make a partial early repayment of the €250 million green secured loan signed in May 2023, for an amount equal to the ALA (allocated loan amount) of each mortgaged property included in the sale perimeter or €62.5 million;
  • make a partial early repayment of the €215 million green unsecured loan signed in August 2022 of €0.71 million.

IGD also signed a contract with Prelios SGR for the project, property & facility management activities across the entire portfolio with a view to further enhancing the portfolio over the next few years and selling it on the market under the best conditions possible.

***

On 7 May 2024 the Board of Directors examined and approved the interim financial report as at 31 March 2024.

***

On 4 July 2024, the guidelines for the new three-year Business Plan 2025-2027 were presented. The Plan will be finalized and the definitive version will be presented by year-end.

***

On 1 August 2024 the Board of Directors examined and approved the half-year financial report as at 30 June 2024.

***

In September 2024 IGD received the "EPRA BPR Gold Award" (Best Practice Recommendations) for its 2023 Consolidated Annual Report for the seventh year in a row. This prize testifies to IGD's continuous commitment to further increasing transparency and comparability in its communication, to the benefit of investors, the financial community and all the Group's stakeholders.

For the tenth year in a row, IGD also received the "EPRA sBPR Gold Award" (Sustainability Best Practice Recommendations) for its 2022 Corporate Sustainability Report. This prize confirms the high standards achieved by IGD in terms of sustainability reporting.

Investments

In the first nine months of 2024 the Group continued with the restyling of the Leonardo Shopping Center, the fit-out work at the Officine Storiche mixed-use complex and the Darsena City Shopping Mall, as well as extraordinary maintenance at freehold centers.

The investments made at 30 September 2024 are shown below:

9/30/2024 6/30/2024 III Quarter 2024
Euro/mln Euro/mln
Development projects:
Porta a Mare project (Trading) (in progress) 0.25 0.16 0.09
FIT-OUT Officine Storiche 4.20 1.54 2.66
Centro Leonardo restyling 2.16 2.16 0
Extraordinary maintenance 6.33 3.06 3.27
Other 0.51 0.19 0.32
IT Project 0.12 0.09 0.03
Total investiment carried out 13.57 7.20 6.37

Development projects

Porta a Mare Project

During the reporting period the subsidiary Porta Medicea worked on the Officine Storiche section for a total investment of around €257 thousand (of which €92 thousand in the third quarter), relating mainly to the residential portion. The sale of one residential unit and two garages closed at 30 September 2024. Out of a total of 42 residential units, the sale of 31 units at Officine Storiche have now closed and 4 binding offers have been received.

Restyling

At 30 September 2024 work was underway on the expansion of the Gran Rondò Shopping Center in Crema.

Extraordinary maintenance

In the first nine months of 2024, extraordinary maintenance continued for a total of €12,689 thousand (of which €5,890 thousand in the third quarter), relating mainly to fit-outs at the mixed-use Officine Storiche complex, the Darsena City and Porto Grande shopping malls, restyling at Leonardo Shopping Center, as well as revamping at the ESP and Le Maioliche shopping centers, waterproofing and work on roof safety at the Citta delle Stelle shopping center. Based on the fair value measurement of investment property at 30 September 2024, the value of this extraordinary maintenance done in the third quarter was fully impaired.

1.5. // Subsequent events

There are no significant subsequent events to report on.

1.6. // Outlook

In light of the operating and financial results achieved in the first nine months of the year, and assuming no significant negative changes in macroeconomic factors, the Company is confirming the FFO guidance disclosed to the market on 27 February 2024 (FFO 2024 expected to reach approximately €34 million).

2. GRUPPO IGD CONSOLIDATED FINANCIAL STATEMENTS AT 30 SEPTEMBER 2024

2.1. // Consolidated income statement

30/09/2024 30/09/2023 Change 3° Q 2024 3° Q 2023 Change
(in thousands of Euros) (A) (B) (A)-(B) (C) (D) (C)-(D)
Revenue 100,670 105,353 (4,683) 31,568 35,268 (3,700)
Revenues from third parties 86,975 86,096 879 28,476 28,733 (257)
Revenues from related parties 13,695 19,257 (5,562) 3,092 6,535 (3,443)
Other revenue 6,183 6,142 4 1 2,109 2,001 108
Other revenues from third parties 3,462 3,573 (111) 1,299 1,160 139
Other revenues from related parties 2,721 2,569 152 810 841 (31)
Revenues from property sales 714 5,602 (4,888) 630 3 0 600
Operating revenues 107,567 117,097 (9,530) 34,307 37,299 (2,992)
Change in inventory (338) (4,448) 4,110 (500) 392 (892)
Revenues and change in inventory 107,229 112,649 (5,420) 33,807 37,691 (3,884)
Construction costs for the period (257) (951) 694 (64) (392) 328
Service costs (13,570) (15,000) 1,430 (4,650) (5,126) 476
Service costs from third parties (10,599) (11,522) 923 (4,289) (3,781) (508)
Service costs from related parties (2,971) (3,478) 507 (361) (1,345) 984
Cost of labour (8,334) (7,899) (435) (2,679) (2,349) (330)
Other operating costs (6,844) (7,390) 546 (2,210) (2,577) 367
Total operating costs (29,005) (31,240) 2,235 (9,603) (10,444) 841
Depreciations, amortization and provisions (1,540) (1,772) 232 (526) (508) (18)
(Impairment losses)/Reversals on work in progress and inventories (414) (399) (15) 0 0 0
Provisions for doubtful accounts (709) (287) (422) (372) (118) (254)
Change in fair value (25,890) (86,190) 60,300 (7,504) (6,312) (1,192)
Depreciation, amortization, provisions, impairment and (28,553) (88,648) 60,095 (8,402) (6,938) (1,464)
change in fair value
EBIT 49,671 (7,239) 56,910 15,802 20,309 (4,507)
Income/ (loss) from equity investments and asset disposal (29,100) 0 (29,100) 0 0 0
Financial Income 301 104 197 1 4 2 5 (11)
Financial income from third parties 301 104 197 14 25 (11)
Financial charges (52,417) (31,168) (21,249) (15,266) (11,890) (3,376)
Financial charges from third parties (52,284) (30,778) (21,506) (15,215) (11,747) (3,468)
Financial charges from related parties (133) (390) 257 (51) (143) 92
Net financial income (expense) (52,116) (31,064) (21,052) (15,252) (11,865) (3,387)
Pre-tax profit (31,545) (38,303) 6,758 550 8,444 (7,894)
Income taxes (497) (651) 154 (50) (335) 285
NET PROFIT FOR THE PERIOD (32,042) (38,954) 6,912 500 8,109 (7,609)
Non-controlling interests in (profit)/loss for the period 0 0 0 0 0 0
Profit/(loss) for the period attributable to the Parent
Company
(32,042) (38,954) 6,912 500 8,109 (7,609)

2.2. // Consolidated statement of comprehensive

income

9/30/2024 9/30/2023 Change 3°Q 2024 3°Q 2023 Change
(amount in thousands of euro) (A) (B) (A-B) (C) (D) (C-D)
NET PROFIT FOR THE PERIOD (32,042) (38,954) 6,912 500 8,109 (7,609)
Total other components of
comprehensive income that will
not be reclassified to
0 0 0 0 0 0
profit/(loss), net of tax effect
Other components of
comprehensive income that will
be reclassified to profit/(loss)
Effects of hedge derivatives on net
equity
(466) (1,079) 613 (3,577) (338) (3,239)
Tax effect of hedge derivatives 112 259 (147) 859 81 778
Traslation reserve (4) (415) 411 270 (142) 412
Total other components of
comprehensive income that will
be reclassified to profit/(loss)
(358) (1,235) 877 (2,448) (399) (2,049)
TOTAL COMPREHENSIVE
PROFIT/(LOSS) FOR THE
PERIOD
(32,400) (40,189) 7,789 (1,948) 7,710 (9,658)
Non-controlling interest profit/(loss)
for the period
0 0 0 0 0 0
PROFIT/(LOSS) FOR THE
PERIOD ATTRIBUTABLE TO THE
PARENT COMPANY
(32,400) (40,189) 7,789 (1,948) 7,710 (9,658)

2.3. // Consolidated statement of financial position

GRUPPO IGD – Interim Financial Report as at30/09/2024

30/09/2024 30/06/2024 31/12/2023 Change Change
(in thousands of Euros) (A) (B) (C) (A)-(B) (A)-(C)
NON CURRENT ASSETS:
Intangible assets
Intangible assets with finite useful lives 749 845 1,012 (96) (263)
Goodwill 6,647 6,646 6,648 1 (1)
7,396 7,491 7,660 (95) (264)
Property, plant, and equipment
Investment property 1,683,311 1,684,925 1,959,053 (1,614) (275,742)
Buildings 6,625 6,668 6,790 (43) (165)
Plant and machinery 89 115 110 (26) (21)
Equipment and other goods 2,511 2,372 2,474 139 37
Assets under construction and advance payments 2,177 2,200 2,364 (23) (187)
1,694,713 1,696,280 1,970,791 (1,567) (276,078)
Other non-current assets
Deferred tax assets 4,644 3,547 4,469 1,097 175
Sundry receivables and other non-current assets 138 129 112 9 26
Equity investments 106,005 106,005 25,715 0 80,290
Non-current financial assets 176 176 174 0 2
Derivative assets 2,587 3,027 2,649 (440) (62)
113,550 112,884 33,119 666 80,431
TOTAL NON-CURRENT ASSETS (A) 1,815,659 1,816,655 2,011,570 (996) (195,911)
CURRENT ASSETS:
Work in progress inventory and advances 23,493 23,959 24,027 (466) (534)
Trade and other receivables 9,411 8,475 9,676 936 (265)
Related party trade and other receivables 1,027 1,067 1,066 (40) (39)
Other current assets 7,029 6,945 8,334 84 (1,305)
Cash and cash equivalents 5,849 7,094 6,069 (1,245) (220)
TOTAL CURRENT ASSETS (B) 46,809 47,540 49,172 (731) (2,363)
TOTAL ASSETS (A + B) 1,862,468 1,864,195 2,060,742 (1,727) (198,274)
NET EQUITY:
Share capital 650,000 650,000 650,000 0 0
Other reserves 380,206 382,656 453,079 (2,448) (72,873)
Group profit (loss) carried forward (30,031) (30,031) (20,814) 0 (9,217)
Group profit (32,042) (32,544) (81,732) 500 49,690
Total Group net equity 968,133 970,081 1,000,533 (1,948) (32,400)
Capital and reserves of non-controlling interests 0 0 0 0 0
TOTAL NET EQUITY (D) 968,133 970,081 1,000,533 (1,948) (32,400)
NON-CURRENT LIABILITIES:
Derivatives - liabilities 4,310 1,134 3,854 3,176 456
Non-current financial liabilities 758,962 769,482 937,297 (10,520) (178,335)
Provisions for employee severance indemnities 3,005 3,000 2,863 5 142
Deferred tax liabilities 15,216 15,346 15,559 (130) (343)
Provisions for risks and future charges 6,334 5,933 6,372 401 (38)
Sundry payables and other non-current liabilities 6,828 6,781 7,140 47 (312)
Related parties sundry payables and other non-current liabilities 4,783 4,491 10,460 292 (5,677)
TOTAL NON-CURRENT LIABILITIES (E) 799,438 806,167 983,545 (6,729) (184,107)
CURRENT LIABILITIES:
Current financial liabilities 62,313 55,908 37,371 6,405 24,942
Trade and other payables 13,011 14,045 22,405 (1,034) (9,394)
Related parties trade and other payables 1,905 801 2,203 1,104 (298)
Current tax liabilities 2,804 1,866 1,353 938 1,451
Other current liabilities 14,864 15,327 13,332 (463) 1,532
TOTAL CURRENT LIABILITIES (F) 94,897 87,947 76,664 6,950 18,233
TOTAL LIABILITIES (H=E+F) 894,335 894,114 1,060,209 221 (165,874)
TOTAL NET EQUITY AND LIABILITIES (D+H) 1,862,468 1,864,195 2,060,742 (1,727) (198,274)

2.4. // Consolidated statement of changes in equity

(Amounts in thousands of euro) Share capital Other
reserve
Profit (loss)
from
previous
years
Profit (loss)
of the year
Group net
equity
Non
controlling
interest
capital and
reserves
Total net
equity
Balance at 01/01/2024 650,000 453,079 (20,814) (81,732) 1,000,533 0 1,000,533
Profit/(loss) for the year 0 0 0 (32,042) (32,042) 0 (32,042)
Cash flow hedge derivative assessment 0 (354) 0 0 (354) 0 (354)
Other comprehensive income/(losses) 0 (4) 0 0 (4) 0 (4)
Total comprehensive profit/(losses) 0 (358) 0 (32,042) (32,400) 0 (32,400)
Cover of 2023 loss
Fair value reserve riclassifications 0 0 0 0 0 0 0
Undistributed dividends previous years 0 0 0 0 0 0 0
2023 loss allocation 0 (72,515) (9,217) 81,732 0 0 0
Balance at 30/09/2024 650,000 380,206 (30,031) (32,042) 968,133 0 968,133
Share Capital Share
premium
reserve
Other
reserve
Profit (loss)
from previous
years
Profit (loss)
of the year
Group net
equity
Non
controlling
interest
capital and
Total net
equity
(Amounts in thousands of euro)
Balance at 01/01/2023
0 reserves
Profit/(loss) for the year 650,000
0
0 477,948
0
0 (38,954) 16,167 (22,315) 1,121,800
(38,954)
0 0 1,121,800
(38,954)
Cash flow hedge derivative assessment 0 0 (820) 0 0 (820) 0 (820)
Other comprehensive income/(losses) 0 0 (415) 0 0 (415) 0 (415)
Total comprehensive profit/(losses) 0 0 (1,235) 0 (38,954) (40,189) 0 (40,189)
Allocation of 2022 profit
Dividends paid 0 0 (18,437) (14,666) 0 (33,103) 0 (33,103)
Fair value reserve riclassifications 0 0 0 0 0 0 0 0
Allocation of 2022 profit 0 0 0 (22,315) 22,315 0 0 0
Balance at 30/09/2023 650,000 0 458,276 (20,814) (38,954) 1,048,508 0 1,048,508

2.5. // Consolidated statement of cash flows

GRUPPO IGD – Interim Financial Report as at30/09/2024

(In thousands of Euros) 30/09/2024 30/09/2023
CASH FLOW FROM OPERATING ACTIVITIES:
Profit (loss) of the year (32,042) (38,954)
Adjustments to reconcile net profit with cash flow generated (absorbed) by operating
activities
Taxes of the year 497 651
Financial charges / (income) 52,116 31,064
Depreciation and amortization 1,540 1,772
Writedown of receivables 709 287
(Impairment losses) / reversal on work in progress 414 399
Changes in fair value - increases / (decreases) 25,890 86,190
Gains/losses from disposal - equity investments 29,100 0
Changes in provisions for employees and end of mandate treatment 911 996
CASH FLOW FROM OPERATING ACTIVITIES: 79,135 82,405
Financial charge paid (37,866) (18,388)
Provisions for employees, end of mandate treatment (1,253) (909)
Income tax (682) (769)
CASH FLOW FROM OPERATING ACTIVITIES NET OF TAX: 39,334 62,339
Change in inventory 338 4,448
Change in trade receivables (405) 5,162
Net change in other assets 1,104 (2,451)
Change in trade payables (9,692) (4,347)
Net change in other liabilities (2,757) 3,275
CASH FLOW FROM OPERATING ACTIVITIES (A) 27,922 68,426
(Investments) in intangible assets (128) (267)
Disposals of intangible assets 0 0
(Investments) in tangible assets (13,445) (16,211)
Disposals of tangible assets 0 0
(Investments) in equity interests 153,165 0
CASH FLOW FROM INVESTING ACTIVITIES (B) 139,592 (16,478)
Change in non-current financial assets (2) 0
Distribution of dividends 0 (33,103)
Rents paid for financial leases (6,620) (6,588)
Collections for new loans and other financing activities 12,372 131,851
Loans repayments and other financing activities (173,480) (145,753)
CASH FLOW FROM FINANCING ACTIVITIES (C) (167,730) (53,593)
Exchange rate differences on cash and cash equivalents (D) (4) (40)
NET INCREASE (DECREASE) IN CASH BALANCE (A+B+C+D) (220) (1,685)
CASH BALANCE AT BEGINNING OF THE PERIOD 6,069 27,069
CASH BALANCE AT END OF THE PERIOD 5,849 25,384

2.6. // Net financial debt

The table below presents net financial debt at 30 September 2024, 30 June 2024 and 31 December 2023, prepared on the basis of ESMA guidelines. At neither date does it include derivatives held for hedging purposes, which by nature do not constitute monetary assets or liabilities.

Net financial debt was about €153.2 million lower at 30 September 2024 compared to 31 December 2023, due mainly to:

  • the sale of the interest held in FOOD Fund;
  • a decrease in payables as a result of applying IFRS 16;
  • cash generated during the first nine months of 2024 net of investments made and mortgage loan payments.

As described in greater detail in the section "Significant Events at 30 September 2024", with the proceeds of the sale of IGD's interest in the Food Fund, during the second quarter of 2024 IGD:

  • partially redeemed the "€310,006,000 Fixed Rate Step-up Notes due 17 May 2027" issued on 17 November 2023, for a total of €90 million, reducing the outstanding nominal value from €310 million to €220 million;
  • made a partial early repayment on the €250 million green secured loan contracted in May 2023, for an amount equal to the ALA (allocated loan amount) of each mortgage property included in the sale perimeter, hence for a total amount of €62.5 million;
  • made a partial early repayment on the €215 million green unsecured loan contracted in August 2022, in the amount of €0.71 million.

The gearing ratio is the ratio of net financial position to net equity, including non-controlling interests, net of cash flow hedge reserves. The ratio of 0.84 at 30 September 2024 showed improvement compared to the 0.97 recorded at 31 December 2023.

Uncommitted credit facilities amount to €101.6 million: €51.6 million from banks and €50 million from the holding company, Coop Alleanza 3.0. At 30 September 2024 they were drawn down by a total of €9 million.

(in thousands of Euros) 30/09/2024 30/06/2024 31/12/2023
Cash and cash equivalents (5,849) (7,094) (6,069)
LIQUIDITY (5,849) (7,094) (6,069)
Short term loans 9,063 12,372 0
Mortgage loans - current portion 38,644 33,391 27,173
Leasing - current portion 8,132 8,048 7,879
Bond loans - current portion 6,474 2,097 2,319
CURRENT DEBT 62,313 55,908 37,371
CURRENT NET DEBT 56,464 48,814 31,302
Non-current financial assets (176) (176) (174)
Leasing - non-current portion 9,330 11,385 15,492
Non-current financial liabilities 467,747 477,957 556,521
Bond loans 281,885 280,140 365,284
NON-CURRENT NET DEBT 758,786 769,306 937,123
NET DEBT 815,250 818,120 968,425

As in previous years, net financial debt does not include other non-current liabilities consisting mainly of security deposits and guarantees received from third parties and related parties for the lease of hypermarkets and malls, extension fees and tax liabilities, as they do not have an explicit or implicit financing component. In addition, as in previous years, it does not include assets and liabilities for derivative financial instruments which amounted to €2,587 thousand and €4,310 thousand, respectively.

2.7. // Preparation criteria and scope of consolidation

2.7.1. General information

The interim financial report of Immobiliare Grande Distribuzione at 30 September 2024 was approved and authorized for publication by the Board of Directors on 7 November 2024.

IGD SIIQ S.p.A. is a subsidiary of and subject to the management and coordination of Coop Alleanza 3.0. Soc. Coop.

2.7.2. Summary of accounting standards

2.7.2.1.Preparation criteria

Declaration of conformity with international accounting standards

The interim financial information (unaudited) was prepared in accordance with Art. 154-ter of Legislative Decree 58/1998, as per the IFRS (International Financial Reporting Standards) issued by IASB (International Accounting Standards Board) and approved by the European Union, and with the instructions issued in implementation of Art. 9 of Legislative Decree 38/2005. The term "IFRS" encompasses all of the International Accounting Standards (IAS) and all interpretations published by the International Financial Reporting Interpretations Committee (IFRIC), including those previously issued by the Standing Interpretations Committee (SIC) which at 30 September 2024 were endorsed as per the procedure outlined in EC Regulation 1606/2002.

The consolidation methods, accounting standards, accounting policies, estimates and valuation methods are the same as those used to prepare the consolidated financial statements at 31 December 2023, to which the reader should refer. The valuation and reporting of book values are based on the international accounting standards and their interpretations currently in effect; they are, therefore, subject to modification in order to reflect any changes that may occur through 31 December 2024 as a result of the European Commission's future endorsement of new standards, new interpretations or guidelines of the International Financial Reporting Interpretation Committee (IFRIC).

Income statement figures are provided for the quarter under review and the period between the beginning of the year and the close of the quarter. The figures are compared with figures for the same periods of the prior year. The figures in the statement of financial position are provided at 30 September and at 30 June 2024 and at 31 December 2023. Therefore, comments on income statement items refer to a comparison with the same period of the prior year (30 September 2023), while balance sheet items are compared with the previous quarter (30 June 2024).

The use of estimates broadly reflects the practice followed in the year-end financial statements. The consolidated financial statements, tables and notes are expressed in thousands of euros, unless specified otherwise.

2.7.2.2. Consolidation

Scope of consolidation

The consolidated financial statements were drawn up on the basis of the draft financial statements at 30 September 2024, prepared by the directors of the consolidated companies and adjusted, where necessary, to align them with the Group's IFRS-compliant accounting and classification policies. The scope of consolidation has not changed since 31 December 2023. Pursuant to Consob Circular DEM/6064293 of 28 July 2006, below is a list of Group companies showing the location of their registered office, share capital in the local currency and consolidation method. The interests held directly or indirectly by IGD SIIQ S.p.A. and each of its subsidiaries are also specified. Below are the exchange rates used to convert foreign subsidiaries' accounts into euros:

GRUPPO IGD – Interim Financial Report as at30/09/2024

Exchange rate Euro/Ron
Spot exchange rate as of 09.30.2024 4.9756
Average exchange rate first nine months 2024 4.9744
Spot exchange rate as of 09.30.2023 4.9746
Average exchange rate first nine months 2023 4.9388
Spot exchange rate as of 12.31.2023 4.9746
2023 average exchange rate 4.9465

Name Registered office Country Share capital Currency % of
consolidated
Group interest
Held by % of share
capital held
Activities
Parent company
IGD SIIQ S.p.A. Bologna via trattati
comunitari Europei 1957-
2007
Italia 650,000,000.00 Euro Shopping center
management
Subsidiaries fully
consolidated
IGD Service S.r.l Bologna via trattati
comunitari Europei 1957-
2007
Italia 60,000,000.00 Euro 100% IGD SIIQ S.p.A. 100.00% Shopping center
management and services
Porta Medicea S.r.l. Bologna via trattati
comunitari Europei 1957-
2007
Italia 7,227,679.23 Euro 100% IGD Service S.r.l. 100.00% Construction and
marketing company
Win Magazin S.A. Bucarest Romania 113,715.30 Lei 100% IGD Service S.r.l.
99,9%
IGD SIIQ S.p.A.
100.00% Shopping center
management
0,1%
Winmarkt
management S.r.l.
Bucarest Romania 1,001,000 Lei 100% Win Magazin S.A. 100.00% Agency and Facility
management services
Arco Campus S.r.l. Bologna via
dell'Arcoveggio n.49/2
Italia 1,500,000.00 Euro 99.98% IGD SIIQ S.p.A. 99.98% Asset management, sport
facilities and equipment
management, construction
sale and rent of properties
to be used for commercial
and sport activities
Associated
companies
consolidated at net
equity
Fondo Juice Milano, via San Paolo 7 Italia 64,165,000.00 Euro 40%* IGD SIIQ S.p.A. 40% Hypermarkets/supermarke
ts property
Fondo FOOD Milano, via San Paolo 7 Italia 258,000,000.00 Euro 40%** IGD SIIQ S.p.A. 40% Hypermarkets/supermarke
ts/shopping malls property

* IGD SIIQ holds 25,224 class B shares equal to 40% of the fund capital

** IGD SIIQ holds 5,162 class B shares equal to 40% of the fund capital

IGD SIIQ S.p.A., directly and indirectly, controls various consortiums for the management of shopping centers (costs relating to common areas and promotional activities). These consortiums, as already pointed out in the 2023 Annual Report, are not consolidated as they are considered to be immaterial.

2.7.3. Operating segments

The income statement and the statement of financial position are broken down below by business segment in accordance with IFRS 8, followed by a geographical breakdown of revenue from freehold properties (amounts are shown in thousands of euros).

GRUPPO IGD – Interim Financial Report as at30/09/2024

INCOME STATEMENT 30-Sep-24 30-Sep-23 30-Sep-24 30-Sep-23 30-Sep-24 30-Sep-23 30-Sep-24 30-Sep-23 30-Sep-24 30-Sep-23
CORE BUSINESS
PROPERTIES
SERVICES "PORTA A MARE"
PROJECT
UNSHARED TOTAL
Total revenues and operating income 100,670 105,353 6,183 5,778 714 5,602 0 0 107,567 116,733
Change in work in progress inventories 0 0 0 (684) (4,448) 0 0 (684) (4,448)
Direct costs (a) (15,489) (16,961) (4,431) (4,075) (257) (1,432) 0 0 (20,177) (22,468)
G&A expenses (b) 0 0 0 0 0 0
(9,191)
(9,059) (9,191) (9,059)
Total operating costs (a)+(b) (15,489) (16,961) (4,431) (4,075) (257) (1,432) (9,191) (9,059) (29,368) (31,527)
(Depreciations and provisions) (1,123) (1,408) (26) 0 0 0
(391)
0 (1,540) (1,408)
(Impairment)/Reversals on work in progress and inventories (220) (279) 0 0 (194) (120) 0 0 (414) (399)
Change in fair value - Increases/(decreases) (25,890) (80,694) 0 0 0 (5,496) 0 0 (25,890) (86,190)
Total depreciations, provisions, impairment and change in
fair value
(27,233) (82,381) (26) 0 (194) (5,616) (391) 0 (27,844) (87,997)
OPERATING RESULT 57,948 6,011 1,726 1,703 (421) (5,894) (9,582) (9,059) 49,671 (7,239)
BALANCE SHEET 30-Sep-24 30-Jun-24 30-Sep-24 30-Jun-24 30-Sep-24 30-Jun-24 30-Sep-24 30-Jun-24 30-Sep-24 30-Jun-24
CORE BUSINESS
PROPERTIES
SERVICES "PORTA A MARE"
PROJECT
UNSHARED TOTAL
- Investment property 1,683,311 1,684,925 0 0 0 0 0 0 1,683,311 1,684,925
- Assets under construction 2,177 2,200 0 0 0 0 0 0 2,177 2,200
Intangible assets 5,640 5,639 1,007 1,007 0 0 749 845 7,396 7,491
Other tangible assets 2,436 2,294 75 78 0 0 6,763 6,783 9,274 9,155
- Sundry receivables and other non current assets 0 0 0 0 0 0 129 129 129 129
- Equity investments 105,983 105,983 0 0 0 0 22 22 106,005 106,005
NWC (14,468) (14,042) 1,002 1,012 21,841 21,437 0 0 8,375 8,407
Funds (4,733) (4,839) (1,643) (1,504) (55) 0 (2,911) (2,590) (9,342) (8,933)
Sundry payables and other non current liabilities (7,233) (7,232) 0 0 (4,039) (4,040) 0 0 (11,272) (11,272)
Net deferred tax (assets)/liabilities
(14,361) (14,361) 0 0 2,562 2,562 0 0 (11,799) (11,799)
Net assets (liabilities) for derivative instruments 1,724 1,893 0 0 0 0 0 0 1,724 1,893
REVENUES FROM FREEHOLD
PROPERTIES
30-Sep-24 30-Sep-23 30-Sep-24 30-Sep-23 30-Sep-24 30-Sep-23 30-Sep-24 30-Sep-23
NORTH CENTER-SOUTH ISLANDS ABROAD TOTAL
LEASE AND RETAIL INCOME 49,583 55,225 33,860 33,022 7,226 7,251 90,669 95,498
ONE-OFF REVENUES 18 10 0 0 0 0 18 10
TEMPORARY REVENUES 1,768 1,822 1,025 984 0 0 2,793 2,806
OTHER RENTAL INCOME 70 107 37 106 1 15 108 228
TOTAL 51,439 57,164 34,922 34,112 7,227 7,266 93,588 98,542

2.8. // Certification of the interim management statement pursuant to Art.154-bis (2) of Legislative Decree 58/98

The financial reporting officer of IGD SIIQ SpA, hereby declares, in accordance with Art. 154-bis (2) of Legislative Decree 58/98 that the figures in the Interim Financial Report Statement at 30 September 2024 correspond to the company's records, ledgers and accounting entries.

Bologna, 7 November 2024

Marcello Melloni Financial Reporting Officer

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