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Carmila

Quarterly Report Jul 27, 2022

1180_ir_2022-07-27_6b979ee8-d940-4c90-9678-a04a2db51ef8.pdf

Quarterly Report

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2022 HALF-YEAR FINANCIAL REPORT INCLUDING THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1. PERSON RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT 6
1.1. Person responsible for the half-year financial report 6
1.2. Certification by the person responsible for the Half-year Financial Report 6
2. H1 2022 BUSINESS REVIEW 6
2.1. Footfall and retailer sales 6
2.2. Leasing activity 7
2.2.1. Summary 7
2.2.2. Temporary retail activity 9
2.2.3. Structure of leases 9
2.2.4. Financial occupancy rate 11
2.2.5. Retailer occupancy cost ratio 12
2.3. Significant events of first-half 2022 and other information 12
2.3.1. Sale of a portfolio of six assets in France for €150 million 12
2.3.2. Acquisition of the Rosaleda shopping centre in Malaga, Spain for €24.3 million 12
2.3.3. Share buybacks for €30 million 13
2.3.4. "Building Sustainable Growth": Growth initiatives on track 13
2.3.5. Carmila joins the SBF 120 index 13
2.3.6. Carmila awarded a financial reporting transparency prize in the non-SBF 120 category 13
2.4. Development pipeline 13
2.4.1. Five major extension projects 13
2.4.2. Mixed-use projects 14
3. Assets and valuation 14
3.1. Key figures concerning the portfolio 14
3.1.1. Description of the portfolio 14
3.1.2. Presentation of Carmila's most important assets 15
3.2. Asset valuation 15
3.2.1. Appraisals and methodology 15
3.2.2. Change in asset valuations 17
3.2.3. Change in capitalisation rates 17
3.2.4. Breakdown of the appraisal values by CNCC typology 17
3.2.5. Reconciliation of the valuation assessment with the value of investment properties on the statement of financial
position 18
3.3. Valuation report prepared by Carmila's independent appraisers 18
3.3.1. General context of the valuation 18
3.3.2. Valuation considerations and assumptions 19
3.3.3. Confidentiality and disclosure 20
4. FINANCIAL PERFORMANCE 22
4.1. Financial information from the statement of income 22
4.2. Financial statements 23
4.2.1. Consolidated statement of comprehensive income 23
4.2.2. Consolidated statement of financial position 24
4.2.3. Consolidated statement of cash flows 26
4.2.4. Consolidated statement of changes in shareholders' equity 27
4.3. Comments on the year's activity 28
4.3.1. Gross rental income (GRI) and net rental income (NRI) 28
4.3.2. Rent collection 28
4.3.3. Overhead expenses 29
4.3.4. EBITDA 30
4.3.5. Net financial expense 30
4.4. EPRA performance indicators 31
4.4.1. EPRA summary table 31
4.4.2. EPRA earnings and recurring earnings 32
4.4.3. EPRA Cost Ratio 33
4.4.4. EPRA NRV, EPRA NTA and EPRA NDV 34
4.4.5. EPRA vacancy rate 35
4.4.6. EPRA net initial yields: EPRA NIY and EPRA topped-up NIY 35
4.4.7. EPRA investments 35
5. FINANCING POLICY 36
5.1. Financial resources 36
5.2. Hedging instruments 38
5.3. Cash 39
5.4. Rating 39
5.5. Dividend policy 39
5.6. Equity and share ownership 40
1. CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022 48
1.1. Consolidated statement of comprehensive income 48
1.2. Consolidated statement of financial position 49
1.3. Consolidated statement of cash flows 50
1.4. Consolidated statement of changes in shareholders' equity 51
2. SIGNIFICANT EVENTS OF FIRST-HALF 2022 52
2.1. Investments 53
2.2. Disposals 53
2.3. Dividend 53
3. SIGNIFICANT ACCOUNTING POLICIES 54
3.1. Presentation of the Group 54
3.2. Shareholding, stock market listing and strategic partnership 54
3.3. Accounting standards 55
3.4. Principal estimates and judgements by management 55
3.5. Other principles applied in presenting the consolidated financial statements 56
4. CONSOLIDATION SCOPE AND METHODS 56
4.1. Consolidation scope and methods 56
4.2. Main events in first-half 2022 57
4.3. Description of the main partnerships 57
5. SEGMENT REPORTING 58
5.1. Definition of operating segments and indicators used 58
5.2. Operating income by operating segment 58
5.3. Breakdown of investment properties by operating segment 58
5.4. Breakdown of capital expenditure by operating segment 59
6. INVESTMENT PROPERTIES 59
6.1. Details of investment properties carried at fair value and at cost 62
6.2. Valuation assumptions and sensitivity analysis 63
6.3. Investment properties held for sale 64
7. FINANCING AND FINANCIAL INSTRUMENTS 65
7.1. Net financial expense 66
7.2. Current and non-current financial liabilities 67
7.3. Management of financial risks and hedging strategy 70
8. BREAKDOWN OF OTHER STATEMENT OF FINANCIAL POSITION ITEMS 72
8.1. Intangible assets 72
8.2. Property, plant and equipment 72
8.3. Investments in equity-accounted companies 73
8.4. Other non-current assets 73
8.5. Trade receivables 74
8.6. Other current assets 75
8.7. Net cash 76
8.8. Equity 76
8.9. Provisions 77
8.10. Trade and payables to suppliers of non-current assets 78
8.11. Other current liabilities 78
9. BREAKDOWN OF STATEMENT OF INCOME ITEMS 79
9.1. Net rental income 79
9.2. Overhead expenses 81
9.3. Depreciation, amortisation, provisions and impairment 83
9.4. Gains and losses on disposals of investment properties and equity investments sold 83
10. INCOME TAX 84
10.1. Income tax benefit 85
10.2. Tax reconciliation 86
10.3. Current tax assets and liabilities 87
10.4. Deferred tax assets and liabilities 87
11. OFF-BALANCE SHEET COMMITMENTS AND ASSOCIATED RISKS 87
11.1. Contingent liabilities 88
11.2. Commitments received 88
11.3. Commitments given 88
11.4. Reciprocal commitments 89
12. RELATED-PARTY TRANSACTIONS 90
13. COMPENSATION AND EMPLOYEE BENEFITS 91
13.1. Payroll expenses 91
13.2. Headcount 91
13.3. Employee benefits 91
14. ADDITIONAL INFORMATION 92
14.1. Subsequent events 92
15. LIST OF CONSOLIDATED COMPANIES 93

1. PERSON RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT

1.1. Person responsible for the half-year financial report

Marie Cheval, Chair and CEO of Carmila.

1.2. Certification by the person responsible for the Half-year Financial Report

"I hereby declare that, to the best of my knowledge, the half-year financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, financial position and results of the Company and of all the companies included in the scope of consolidation. I further declare that the information contained in this Half-year Financial Report is in accordance with the facts that have occurred during the first half-year, with their impact on the financial statements, and with the main transactions between related parties, and that it presents the main risks and uncertainties for the remaining half-year."

Marie Cheval, Chair and CEO of Carmila.

2. H1 2022 BUSINESS REVIEW

2.1. Footfall and retailer sales

In the first half of 2022, retailer sales bounced fully back to 2019 levels, despite a first quarter that continued to be hampered by health restrictions. In the second quarter of 2022, retailer sales came out 5% higher than in the same period in 2019.

This performance was achieved despite footfall over the period averaging just 91% of its 2019 level, confirming a shift among customers towards larger average baskets. In Spain, footfall gradually improved between January and June 2022, lifted by the recovery in tourism.

Compared to the first half of 2021, footfall increased sharply (up 17%), reflecting the government-imposed closures in the prior-year period. Retailer sales were also up sharply compared to the first half of 2021 (up 51%).

Underpinned by the draw of Carrefour hypermarkets in particular, Carmila centres continued to outperform the sector in terms of footfall (footfall versus first-half 2019 compared to market peers: 7 percentage points higher in France and 1 percentage point higher in Spain).

First-half 2022
119%
93%
162%
94% 104% 99%
First quarter Second quarter First-half 2022
114% 108% 112%
82% 88% 86%
143% 118% 122%
93% 107% 103%
First-half 2022
115%
85%
126%
101%
First-half 2022
117%
91%
151%
100%
First quarter
120%
92%
167%
First quarter
117%
83%
136%
96%
First quarter
118%
89%
160%
94%
Change in footfall and retailer sales in 2022
Second quarter
118%
93%
157%
Second quarter
112%
87%
118%
104%
Second quarter
115%
92%
146%
105%

2.2. Leasing activity

2.2.1. Summary

Carmila's leasing activity was dynamic in the first half of 2022, with the Company signing 517 leases for total minimum guaranteed rent (MGR) of €23.2 million, down 15.9% on first-half 2021 but up

102.6% and 17.1% on first-half 2020 and first-half 2019, respectively. Rent levels in the leases signed were 2.8% higher than that of the previous leases.

Total
Number of
leases
Annual
MGR
Number of
leases
Annual
MGR
Reversion
134 6,440 99 6,082 3.6%
72 2,206 194 7,437 1.7%
388 10 624 3.3%
214 9,034 303 14,143 2.8%
Leased
vacant premises
8
30 June 2022
Renewals
30 June 2022 30 June 2021 30 June 2020
Total Total Total
Number of leases Annual MGR Number of leases Annual MGR Number of leases Annual MGR
(in thousands of euros)
France 233
12,522
291 18,396 138 7,942
Spain
Italy
266
18
9,643
1,012
219
31
7,506
1,653
86
12
2,870
628

Carmila's current strategy includes refreshing the merchandise mix of its centres, focusing particularly on healthcare, and diversifying its rental base by letting its premises to retail brands from a variety of segments, thereby gradually reducing its exposure to Clothing & Accessories.

New deals signed during the first half of 2022 included the following retailers from a broad variety of retail segments:

  • Healthcare: We Audition, Vertuo, Krys, Alain Afflelou, Optic 2000, and new and enlarged pharmacies

  • Food service: Sushi Shop, KFC, Crêpe Touch, Subway, Buffalo Grill, Factory & Co, La Tapa de Sabores

  • Clothing: JD Sports, Sports Direct, JOTT, Project X Paris, Even, Jennyfer, Pepco
  • Value retailers: Action, Normal
  • Services, beauty and leisure: Fitness Park, Yelmo Cinemas, Body Minute, Qipao Beauty, Beauty Success, Esthetic Centre
  • Household furnishings and gifts: Jysk, Dormitorium, Le Repaire des Sorciers, Nature et Découvertes, Le Comptoir de Mathilde, Palais des Thés

2.2.2. Temporary retail activity

The service platform includes Carmila's temporary retail activity offering, focused on providing space in Carmila centres for short to medium-term periods. Designed to be complementary with traditional stores, temporary retail gives visitors the

opportunity to discover an increasingly innovative offering. Temporary retail is focused on two areas:

  • Specialty Leasing;
  • Pop-up Stores.
30 June 2022 30 June 2021 Change
(in thousands of euros) Specialty
Leasing
Pop-up
Stores
Total
SL+PS
Specialty
Leasing
Pop-up
Stores
Total
SL+PS
%
France 2,460 1,126 3,586 1,679 913 2,592 38.3%
Spain 2,334 142 2,476 2,412 125 2,537 -2.4%
Italy 597 63 660 484 28 512 28.9%
Total 5,391 1,331 6,722 4,575 1,066 5,641 19.2%

Specialty Leasing

Specialty Leasing helps re-energise shopping centres by enriching the customer experience. This activity covers both the leasing of space in the shopping centres and car parks, and the signature of digital advertising partnership agreements.

The first half of 2022 saw strong momentum in Specialty Leasing, thanks to the large number of events based on housing and energy efficiency.

Pop-up Stores

Carmila offers retailer tenants the opportunity to open Pop-up Stores for periods ranging from 4 to 34 months. The Pop-up Store concept is burgeoning, and helps re-energise Carmila centres, particularly suited to new and innovative concepts, such as the first physical DNVB stores. Carmila can also accommodate for flash pop-up formats such as oneday to one-week sales events.

Trading at Pop-up Stores was brisk in the first half of 2022, due to the high number of flash pop-ups over the period (53), including Le Hangar (sports shoes), Plantes Addict, Le Goût des Plantes and Oh My Fripe (second-hand).

Income from temporary retail activity

Income from temporary retail activity was up sharply by 19.2% year on year due to the government-ordered store closures for part of firsthalf 2021, but was also 5.1% ahead of first-half 2019.

2.2.3. Structure of leases

With 6,125 leases under management at 30 June 2022, Carmila has a solid and diversified base of tenants, with rents from the Carrefour group representing less than 1% of net rental income in 2022. Annualised rents totalled €357.6 million. At 31 December 2021, the rental base grew by 4.1% like-for-like versus year-end 2021, and was also up on a reported basis (up 2.3%).

Breakdown of number of leases and contractual rents on an annualised basis by country

Breakdown of number of leases and contractual rents on an annualised basis by country
At 30
June
2022
At 31 December
2021
Number of
leases
Annualised
contractual rent
(€m)
% of total Number of
leases*
Annualised
contractual rent
(€m)*
% of total
Country
France 3,478 242.0 26.1% 3,580 243.0 69.5%
Spain
Italy
2,288
359
93.4
22.1
67.7%
6.2%
2,286
356
85.3
21.3
24.4%
6.1%

The data shown above for 30 June 2022 takes into account (i) the disposal of six assets in France, resulting in 109 fewer leases and €8.9 million in lost

Principal tenant retailers

At 30 June 2022, the 15 leading tenants accounted for 18.5% of annualised rents, with no individual retailer accounting for 2% or more of gross rental income.

rent, and (ii) the acquisition of the Rosaleda
shopping centre in Spain, resulting in 55 additional
leases and €2.8 million in additional rent.
The table below shows the annualised rents and
business segment of the 15 largest tenants at
30 June 2022.
At 30
June
2022
Tenant Business segment Annualised
contractual rent (€m)
% of total
Alain Afflelou Health & Beauty 6.3 1.8%
Feu Vert Health & Beauty 6.1 1.7%
Culture, Gifts & Leisure 5.6 1.6%
5.4 1.5%
Orange
Inditex Clothing & Accessories
McDonald's Food & Restaurants 4.9 1.4%
H&M
Jules Brice Bizzbee
Clothing & Accessories
Clothing & Accessories
4.9
4.7
1.4%
1.3%
Nocibe Health & Beauty 4.1 1.1%
Micromania Culture, Gifts & Leisure 4.0 1.1%
Yves Rocher Health & Beauty 3.6 1.0%
Camaieu Clothing & Accessories 3.4 1.0%
Flunch Food & Restaurants 3.4 1.0%
Kiabi Clothing & Accessories 3.3 0.9%
Burger King Food & Restaurants 3.3 0.9%
Histoire d'Or Culture, Gifts & Leisure 3.0 0.8%

Breakdown of contractual rent by business segment on an annualised basis

The table below shows Carmila's annualised rents by business segment at 30 June 2022: At 30
June
2022
At 31 December
2021
Number of
leases
Annualised
contractual rent
(€m)
% of total Number of
leases*
Annualised
contractual rent
(€m)*
% of total
Business segment
Clothing & Accessories 1,296 110.4 31% 1,349 109.7 31%
Culture, Gifts & Leisure 1,045 71.8 20% 1,032 68.2 20%
Health & Beauty 1,213 69.9 20% 1,212 67.2 19%
Food & Restaurants
Household Furnishings
850
278
45.9
30.0
13%
8%
876
298
45.0
31.0
13%
9%
Services 1,333 28.8 8% 1,346 27.6 8%
Other 110 0.9 0% 109 0.9 0%

The decrease in Clothing & Accessories and Household Furnishings as a proportion of total rents (down 49 basis points and 48 basis points, respectively) benefited the Culture, Gifts and Leisure (up 58 basis points) and Health & Beauty (up 31 basis points) segments. The proportions of the rental base represented by the other sectors remained stable in terms of rent.

2.2.4. Financial occupancy rate

Financial occupancy
(excl. strategic vacancies)
Country 30 June 2022 31 Dec. 2021 30 June 2021
France 96.3% 96.4% 95.6%
Spain 95.4% 95.5% 95.2%
Italy 98.9% 98.7% 99.2%
Total 96.2% 96.3% 95.7%

At 30 June 2022, the consolidated financial occupancy rate of Carmila's assets was 96.2%, i.e., above the pre-Covid rate, with 96.3% in France, 95.4% in Spain and 98.9% in Italy.

The financial occupancy rate is defined as the ratio between the amount of rent invoiced and the amount of rent that Carmila would collect if its entire portfolio were leased, with the estimated rent for vacant lots being determined on the basis

of rental values used by appraisers. The financial occupancy rate is stated excluding strategic vacancies, which are the vacancies made necessary in order to carry out renovation, expansion, or restructuring projects within the shopping centres.

The impact of strategic vacancies is 0.6% in France, 3.1% in Spain and 2.1% in Italy, which represents a consolidated impact for Carmila of 1.3% at 30 June 2022.

2.2.5. Retailer occupancy cost ratio

The occupancy cost ratio of Carmila's tenants broken down by country at 30 June 2022 (12 months year on year) and 31 December 2019 (pre-health crisis) is as follows:

Occupancy cost ratio
Country 30 June 2022 31 Dec. 2019
France 12-month year on year
10.5%
10.9%
Spain
Italy
11.3%
11.9%
11.1%
12.0%

Occupancy cost ratio is an important indicator for Carmila in determining the proper level of rent for each tenant as a function of its business and in evaluating the financial health of a tenant over the term of its lease.

The occupancy cost ratio is defined as the ratio between (i) rent and rental charges (excluding VAT) and (ii) retailer sales (excluding VAT).

The rental charges used to calculate occupancy cost ratios are made-up of fixed rent, variable rent and rental charges and property taxes that are passed on to tenants. Rental charges do not include (i) incentives or (ii) marketing fund costs passed on to tenants.

2.3. Significant events of first-half 2022 and other information

2.3.1. Sale of a portfolio of six assets in France for €150 million

On 30 June 2022, Carmila completed the sale of a portfolio of six assets located in France to a joint venture set up with Batipart and Atland Voisin.

The portfolio consists of six assets, all of which are located in France: Mondevillage, Meylan, Mont St Aignan, Nantes St Herblain, Rambouillet and St Jean de Vedas. The sale price of the portfolio is €150 million, including transfer taxes, in line with end-2021 appraisal values.

Carmila has retained a 20% minority stake in the joint venture and will continue to provide leasing and property services for the portfolio of assets.

The transaction forms part of the target €200-million asset rotation programme for 2022 and 2023, announced at Carmila's Capital Markets Day in December 2021.

2.3.2. Acquisition of the Rosaleda shopping centre in Malaga, Spain for €24.3 million

On 24 May 2022, Carmila announced the acquisition of Rosaleda, a shopping centre located in Malaga, Southern Spain, for €24.3 million including transfer taxes.

The centre, which is made up of 73 stores adjoining a Carrefour hypermarket, has a gross leasable area

of 15,500 sq.m. and includes two larger stores (Decathlon and Lefties, an Inditex group fashion banner). With 5.8 million visitors each year, it benefits from a clear leading position in its catchment area, a leisure complex with a cinema and strong footfall. The purchase price offers Carmila significant scope for value creation.

2.3.3. Share buybacks for €30 million

During the first half of 2022, Carmila carried out two share buybacks. The first, for €20 million, was announced on 18 February, launched on 21 February and completed on 24 March 2022.

The second, for €10 million, was announced on 24 March, launched on 25 March and completed on 28 April 2022.

2.3.4. "Building Sustainable Growth": Growth initiatives on track

The three growth initiatives of the "Building Sustainable Growth" strategic plan – the omnichannel incubator, Next Tower and Carmila Retail Development – will contribute an additional €30 million per year to recurring earnings by 2026.

In 2022, the incubator and omnichannel services platform for retailers are expected to contribute €2 million to recurring earnings.

Locked-in rental income from leases signed by Next Tower will amount to around €2 million in 2022.

Lastly, Carmila's share in the EBITDA of Carmila Retail Development's main partner companies in 2022 is also expected to total around €2 million.

2.3.5. Carmila joins the SBF 120 index

On 20 June 2022, Carmila joined the SBF 120 – the flagship Paris stock exchange index listing the top 120 Euronext Paris stocks in terms of liquidity and market capitalisation.

2.3.6. Carmila awarded a financial reporting transparency prize in the non-SBF 120 category

At the 2022 Transparency Awards, Carmila was recognised for the transparency of its financial communication in 2021 with the award of the financial reporting transparency prize (Grand Prix de la Transparence) in the non-SBF 120 category.

2.4. Development pipeline

2.4.1. Five major extension projects

The five major extension projects are:

Montesson: this shopping arcade is adjacent to the second largest Carrefour hypermarket in France and is located in a very dense catchment area with low competition. The regional commercial development authority (CNAC) issued its approval in May 2021.

Barcelona – Tarrasa: one of the key hypermarkets in the Barcelona area has strong potential for becoming a regional centre.

Toulouse Labège: this site will benefit from the completion of the Toulouse metro in 2025 and the presence of a leading hypermarket to the south of greater Toulouse.

Antibes: this centre adjoins the largest Carrefour hypermarket in France and intends to consolidate its leading position by leveraging its exceptional location along the A8 motorway and the extension of the tram line. Carmila hopes to develop a mixeduse project here in step with new trends in consumption.

Orléans Place d'Arc: the only shopping centre in the city centre located at the intersection of an intermodal transport hub (road network, bus, tramway, railway station), this project is designed to make the city centre more attractive through urban development, the extension of the shopping centre and the creation of housing.

No projects are currently under construction, with work on the first project starting in Montesson in 2023. This €150 million project will be financed by asset rotation.

In addition to these five major extension projects, Carmila has a pipeline of around 60 restructuring

No projects are currently under construction, with and food court projects per year, costing around
work on the first project starting in Montesson in €25 million and generating a return of over 10%.
2023. This €150 million project will be financed by
Given the uncertain macroeconomic climate and
rising energy and raw material prices, these projects
asset rotation.
In addition to these five major extension projects, may be adjusted.
Carmila has a pipeline of around 60 restructuring Full year
Country Planned area Planned opening Estimated cost(¹) additional rental Yield(²)
Development projects (sq.m.) date (€m) value
(€m)
Flagship projects
Tarrassa
Montesson
Spain
France
35,105
29,167
2025
2025
Toulouse Labège France 15,981 2027
Antibes France 10,000 2027
Orléans Place d'Arc
Total flagship projects
France 7,247
97,500
2027 550.0 33.0 6.6%

2.4.2. Mixed-use projects

In partnership with Carrefour, Carmila has identified several sites suitable for big-bang mixed use transformation projects that will completely change shopping centres' presence in the city. These currently 100% retail sites will become new neighbourhoods, with homes, offices, local services and green spaces.

For two sites in particular (Sartrouville and Nantes), Carmila and Carrefour have joined forces with industry expert Altarea to transform these locations into new mixed-use areas, thereby giving these regions a new lease of life and boosting their appeal. Work will start on the first projects from 2025, with delivery from 2030.

3. ASSETS AND VALUATION

3.1. Key figures concerning the portfolio

3.1.1. Description of the portfolio

At 30 June 2022, Carmila had 208 shopping centres and retail parks adjoining Carrefour hypermarkets located in France, Spain and Italy, valued at €6.2 billion, including transfer taxes, for a total leasable area of close to 1.6 million sq.m.

In France, Carmila is the owner of its assets which are either divided into units or held under coownership arrangements. In Spain, Carmila holds its assets through co-ownership arrangements. All of Carmila's assets in Italy are fully owned.

The real estate of Carrefour's hypermarkets and supermarkets, as well as the car parks adjoining the shopping centres held by Carmila, are owned by Carrefour group entities.

3.1.2. Presentation of Carmila's most important assets

Out of 208 commercial real estate assets making up Carmila's portfolio, 15 assets represent 39% of the appraisal value (including transfer taxes) and 26% of

3.1.2. Presentation of Carmila's most important assets
Out of 208 commercial real estate assets making up
Carmila's portfolio, 15 assets represent 39% of the
appraisal value (including transfer taxes) and 26% of
properties: the gross leasable area at 30 June 2022. The
following table provides information about these 15
Name of centre, city Year of
construction
Year of
acquisition
Total
number of
units
Carmila Group
gross leasable area
(sq.m.)
Carmila Group share
per site (%)
France
BAB 2 - Anglet 1967 2014 129 26,938 58.9%
Toulouse Labège 1983 2014 129 24,117 56.5%
Calais-Coquelles 1995 2014 154 54,583 77.1%
Thionville 1971 2016 150 31,681 46.7%
Bay 2 2003 2014 105 20,819 53.7%
Nice-Lingostière 1978 2014 98 21,515 43.1%
Vitrolles 1971 2018 85 24,405 42.9%
Montesson 1970 2014 65 13,282 34.1%
Saran-Orléans 1971 2014 91 38,731 64.2%
Chambourcy 1973 2014 73 21,336 43.5%
Évreux 1974 2014 78 37,811 70.4%
Orléans Place D'Arc 1988 2015 64 13,524 57.4%
Perpignan Claira 1983 2014 79 21,153 60.5%
Total France (top 13) 1,300 349,894
Spain
Fan Mallorca 2016 2016 105 38,141 75.0%
2014 93 33,478 78.3%
Huelva
Total Spain (top 2)
2013 198 71,619

3.2. Asset valuation

3.2.1. Appraisals and methodology

The investment properties that comprise Carmila's assets are initially recognised and valued individually at their construction or acquisition cost including transfer taxes and expenses, and subsequently measured at their fair value. Any changes in fair value are recognised through the income statement.

The fair values used are determined based on the findings of independent appraisers. Carmila uses appraisers to value its entire portfolio at the end of every half-year. The assets are inspected by the appraisers annually. The appraisals comply with the guidance contained in the RICS Appraisal and Valuation Manual, published by the Royal Institution of Chartered Surveyors ("Red Book"). In order to conduct their work, the appraisers have access to all the information needed to value the assets, and specifically the rent roll, the vacancy rate, rental arrangements and the main performance indicators for tenants (retailer sales).

They independently determine their current and future cash flow estimates by applying risk factors either to the net rental income capitalisation rate or to future cash flows.

The appraisers appointed by Carmila are as follows:

  • in France, Cushman & Wakefield and Catella;
  • in Spain, Cushman & Wakefield and Catella;
  • in Italy, BNP Paribas Real Estate.

Comments on the scope

  • No sites in France were rotated between the appraisers Cushman & Wakefield and Catella in first-half 2022, as there had been a change of appraiser at all sites in 2019- 2020.
  • The last third of the portfolio in Spain was rotated between the appraisers Cushman & Wakefield and Catella in first-half 2022.
  • Carmila sold six shopping centres in France during the period: Mondevillage, Meylan,

Mont St Aignan, Nantes St Herblain, Rambouillet and St Jean de Vedas.

  • A new shopping centre was acquired by Carmila in Malaga, Spain, which was measured at fair value in the financial statements.
  • Properties held by equity-accounted companies were recognised at the fair value of the investment in these companies.

Geographical segmentation of the portfolio

The valuation of the portfolio (attributable to the Group) was €6,164.8 million including transfer taxes at 30 June 2022, and breaks down as follows:

The last third of the portfolio in Spain was
rotated between the appraisers Cushman
& Wakefield and Catella in first-half 2022.
Carmila sold six shopping centres in France
during the period: Mondevillage, Meylan,
Properties
value
of
companies.
held
by
equity-accounted
companies were recognised at the fair
the
investment
in
The valuation of the portfolio (attributable to the Group) was €6,164.8 million including transfer taxes at 30
Gross asset value (GAV) 30 June 2022
Including transfer taxes (ITT)
of portfolio
Country
(in €m) % In number of
assets
France 4,393.3 71.3% 121
Spain 1,417.9 23.0% 79
Italy 353.6 5.7% 8

Apart from the fair values determined by the appraisers for each shopping centre, this assessment takes into account assets under construction that amounted to €27.7 million at 30 June 2022.

It includes the share of the following investments in equity-accounted companies:

  • the As Cancelas shopping centre in Santiago de Compostela, Spain (50%-owned) for €51.7 million;
  • a portfolio of six French assets: Mondevillage, Mont St Aignan, St Jean de Vedas, Meylan, Rambouillet and Nantes St Herblain (20%-owned) for €12.7 million.

3.2.2. Change in asset valuations

3.2.2. Change in asset valuations
Gross asset value
(GAV) of portfolio,
incl. transfer taxes
30 June 2022 31 Dec. 2021 30 June 2021
(ITT)
Gross asset value
(GAV) ITT (€m)
% In number
of assets
Period-on-period change
reported
like-for-like* Gross asset
value ITT (€m)
% GAV ITT
%
(€m)
(in millions of euros)
France
Spain
4,393.3
1,417.9
71.3%
23.0%
121
79
-2.1%
3.2%
1.3%
0.9%
4,487.7
1,374.5
72.2%
22.1%
4,414.5
72.0%
1,368.2
22.3%
Italy
Total
353.6
6,164.8
5.7%
100%
208 8
0.4%
-0.8%
0.1%
1.1%
352.1
6,214.4
5.7%
100%
352.4
5.7%
6,135.2
100%

During the first half of 2022, the total value of Carmila's assets decreased by €49.6 million or 0.8%, and can be analysed as described below:

  • The value of the assets on a like-for-like basis increased by 1.1%, or €69.0 million. The like-for-like change is calculated on a comparable shopping centre basis, excluding extensions over the period.
  • Other changes are due to:

interest recognised at the fair value of the shares (€12.8 million positive impact), reducing asset value by a net 2.3%;

  • o the acquisition of the Malaga Rosaleda shopping centre in Spain (€29.7 million positive impact), increasing asset value by 0.5%;
  • o the decrease in work in progress (€5.5 million negative impact), reducing asset value by 0.1%;
  • o the increase in value of Next Tower (€0.3 million positive impact), which had no impact on asset value.

like-for-like

o
and can be analysed as described below:
The value of the assets on a like-for-like basis
increased by 1.1%, or €69.0 million. The
change
is
comparable shopping centre basis, excluding
extensions over the period.
Other changes are due to:
the sale of a portfolio of six French
assets at 30 June 2022 (€155.9 million
negative impact), with the residual 20%
3.2.3. Change in capitalisation rates
Carmila's assets decreased by €49.6 million or 0.8%,
calculated
on
a
the
shares
2.3%;
the
acquisition
o
(€29.7
o
(€5.5 million
o
(€12.8
million
impact), reducing asset value by a net
of
the
Rosaleda shopping centre in Spain
million
positive
increasing asset value by 0.5%;
the decrease in work in progress
negative
reducing asset value by 0.1%;
the increase in value of Next Tower
(€0.3 million positive impact), which
had no impact on asset value.
positive
Malaga

impact),
impact),
NIY NPY
30 June 2022 31 Dec. 2021 30 June 2021 30 June 2022 31 Dec. 2021 30 June 2021
5.64% 5.63% 6.00% 5.95%
6.93%
6.00%
6.84%
France 5.73%
Spain
Italy
6.87%
6.18%
6.67%
6.04%
6.64%
6.04%
7.09%
6.26%
6.18% 6.11%

3.2.3. Change in capitalisation rates

3.2.4. Breakdown of the appraisal values by CNCC typology

In accordance with the typology drawn up by the French shopping centre trade body (Conseil National des Centres Commercial – CNCC), sites are grouped into three categories: regional shopping centres, large shopping centres and small shopping

centres (called local shopping centres in this document).

At 30 June 2022, regional shopping centres and large shopping centres accounted for 78% of the market value of Carmila's portfolio.

Appraisals at 30 June 2022
Average
NRI
Average ERV
GAV ITT (€m) % of value (€/sq.m.) of vacancies NIY
Regional shopping centres
Large shopping centres
1,552.6
1,921.2
35%
44%
327
290
200
243
5.4%
5.7%
Local shopping centres 906.2 21% 181 107 6.5%
Other* 13.3 0% 424 N/A 7.0%
France 4,393.3 100% 264 158 5.7%
Regional shopping centres 345.2 24% 241 N/A 5.9%
Large shopping centres 684.1 48% 203 257 7.0%
Local shopping centres 388.6 27% 265 277 7.4%
Spain 1,417.9 100% 226 266 6.9%
Regional shopping centres 19.0 5% 244 N/A 5.6%
Other* 13.3 0% 424 N/A 7.0%
Grand Total 6,164.8 100% 252 195 6.0%
Large shopping centres
Local shopping centres
Italy
Regional shopping centres
Large shopping centres
Local shopping centres
* Next Tower.
312.8
21.8
353.6
1,916.8
2,918.0
1,316.6
88%
6%
100%
31%
47%
21%
247
269
248
307
256
203
204
750
225
200
249
156
6.2%
6.5%
6.2%
5.5%
6.1%
6.7%
Local shopping centres 21.8 6% 269 750 6.5%
Italy 353.6 100% 248 225 6.2%
Other* 13.3 0% 424 N/A 7.0%
Grand Total 6,164.8 100% 252 195 6.0%
3.2.5. Reconciliation of the valuation assessment with the value of investment properties on the statement of
financial position
(in
millions of euros)
30 June 2022 31 Dec. 2021
Gross asset value ITT of portfolio 6,164.8 6,214.4
Work in progress (27.7) (33.2)
Valuation of the share of equity-accounted companies (64.5) (64.7)
Transfer taxes and registrations (excluding equity-accounted companies) (303.0) (302.7)
Gross asset value ETT (A) 5,769.6 5,813.7
Fair value of building leases (IFRS 16) (B) 32.3 32.6

3.3. Valuation report prepared by Carmila's independent appraisers

3.3.1. General context of the valuation

Context and terms of the engagement

In accordance with Carmila's instructions (the "Company") as detailed in the signed valuation contracts between Carmila and the valuers, we have valued the assets held by the Company, taking account of their ownership (freehold, ground lease,

etc.). This Summary Report, which summarises the terms of our engagement, has been prepared for inclusion in the Company's Universal Registration Document.

The valuations were undertaken locally by our valuation teams present in each market. In order to estimate the market value for each asset, we have not only taken into consideration domestic retail investment transactions, but have also considered transactions on a European level. We confirm that our valuations have been prepared in a similar way to other valuations undertaken in Europe, in order to maintain a consistent approach and to take into

Reference documents and general principles

We confirm that our valuations were performed in accordance with the appropriate sections of the Code of Conduct of the November 2021 Edition of the RICS Valuation – Global Standards (the "Red Book"), effective 31 January 2022. This is a valuation basis accepted on an international level. Our valuations are compliant with IFRS and IVSC guidance. The valuations have also been prepared on the basis of the AMF recommendations on the presentation of valuations of real estate assets

consideration all the market transactions and information available.

The valuations are based on the discounted cash flow method and the capitalisation method that are regularly used for these types of assets.

Our valuations were undertaken at 30 June 2022.

owned by listed companies, published on 8 February 2010. Furthermore, they take into account the recommendations of the Barthès de Ruyter report on valuations of real estate owned by listed companies, published in February 2000.

We confirm that we have prepared our valuations as external and independent valuers as defined by the Red Book standards published by RICS.

Basis of valuation

Our valuations correspond to market value and are reported to the Company on both a gross (market value before deduction of transfer costs) and net

3.3.2. Valuation considerations and assumptions

Information

The Company's management was asked to confirm that the information provided relating to the assets and tenants is complete and accurate in all significant aspects. Consequently, we have assumed that all relevant information known by our contacts within the Company that could impact value has been made available to us and that this information is up to date in all significant aspects. This includes running costs, works undertaken, financial elements, including turnover rents, lettings signed or in the process of being signed, and rental incentives, in addition to the list of let and vacant units.

Leasable areas

We have not measured the assets and have therefore based our valuations on the leasable areas that were provided to us.

basis (market value after deduction of transfer costs).

Environmental analysis and ground conditions

We have not been asked to undertake a study of ground conditions or an environmental analysis, and therefore have not investigated past events in order to determine if the ground or buildings are or have been contaminated. Unless provided with information to the contrary, we have worked on the assumption that the assets are not and should not be affected by ground pollution and that the state of the land will not affect their current or future usage.

Urban planning

We have not studied building or other permits and have assumed that the assets have been built and are occupied and used in conformity with all necessary authorisations and that any outstanding legal issues have been resolved. We have assumed that the layout of assets conforms to legal

requirements and town planning regulations, notably concerning the structural materials, fire safety, and health and safety. We have also assumed that any extensions in progress are being undertaken in line with urban planning rules and that all necessary permissions have been obtained.

Title deeds and tenancy schedules

We have relied upon the tenancy schedules, summaries of complimentary revenues, non-recoverable charges, capital projects and the business plans which were provided to us. We have assumed, with the exception of what may be mentioned in our individual asset reports, that the assets are not inhibited by any restriction which could impede a sale and that they are free from any restrictions or charges. We have not read the title deeds and have taken as correct the rental, occupational and all other pertinent information that has been provided to us by the Company.

Condition of the assets

We have taken note of the general condition of each asset during our inspection. Our instruction does not include a building or structural survey but we have indicated in our report, where applicable, any maintenance problems that were immediately apparent during our inspection. The assets have been valued based on the information provided by the Company according to which no deleterious material was used in their construction.

Sustainability and ESG

Sustainability is an increasingly important factor in real estate markets. Many countries have pledged to become carbon neutral by 2050, while laws and regulations already exist to reduce CO2 emissions from buildings. We believe it is likely that further laws and regulations will be introduced in the coming years. In parallel, occupants and investors in

some sectors are increasingly concerned about the sustainability of the building they choose to occupy or buy. The introduction of a "green bonus" for the most sustainable buildings is constantly being monitored, researched and discussed in the market. Appropriate levels of market comparables have yet to be established to sufficiently demonstrate whether additional value can indeed be attributed to such buildings. However, it should be noted that the concerns of occupants and investors about a property's sustainability credentials are driving change in the market. We expect all segments of the real estate market to become increasing sustainability-conscious going forward.

Taxation

Our valuations were undertaken without taking into account potential sales or legal fees or taxes which would come into effect in the case of a transfer. The rental and market values produced are net of VAT.

Explanatory note on market conditions: conflict in Ukraine

Despite the post-Covid economic rally, France, Spain and Italy are currently experiencing mounting uncertainty due to major global impacts from the war in Ukraine and strong inflationary pressures, as inflation rises significantly above its historical level. Employees in some industries are also threatening strike action in response to the rising cost of living. We are seeing European countries raise their benchmark interest rates in response to rising inflation, which in turn is driving up borrowing costs.

These factors affect growth and consumer confidence. Given the potential for market conditions to evolve rapidly in response to a volatile economic and political climate, we stress the importance of the date on which properties are valued and the market climate in which the appraisal opinion was prepared.

3.3.3. Confidentiality and disclosure

Finally, and in accordance with our standard practice we confirm that our valuation reports are confidential and are addressed solely to the Company Carmila. Accordingly, we accept no liability to third parties. This report, or an extract thereof, may not be published or reproduced in any document, declaration, memorandum or communication with any third party without our prior written consent as regards the form and context in which this information may appear. In signing this Summary Report, the valuation firms accept no liability for the valuations carried out by the other firms.

Jean-Philippe Carmarans

Head of Valuation & Advisory France Cushman & Wakefield Valuation France

Tony Loughran Partner C&W Valuation & Advisory, Spain

Simone Scardocchia Head of Corporate Valuation BNP Paribas Real Estate, Italy

Jean-François Drouets Chairman Catella Valuation

Ana Flores Head of Valuation Catella Property Spain SA

4. FINANCIAL PERFORMANCE

4.1. Financial information from the statement of income

FINANCIAL PERFORMANCE
4.1. Financial information from the statement of income
(in millions of euros) 30 June 2022 30 June 2021
Gross rental Income 182.8 172.9
Net rental income 172.2 127.9
EBITDA (excluding fair value adjustments)(1) 149.5 104.7
Fair value adjustments on investment properties 52.7 (42.7)
Operating income 196.7 61.5
Net financial expense (37.2) (39.8)
Net income attributable to owners 156.6 18.8
Earnings per share(3) 1.08 0.13
EPRA earnings(2) 114.5 72.6
EPRA earnings per share(3) 0.79 0.51
Recurring earnings(4) 120.1 74.1
Recurring earnings per share(3) 0.83 0.52

Selected financial information from the statement of financial position

(in millions of euros)
30 June 2022
31 Dec. 2021
Investment properties (appraisal value excluding transfer taxes)
5,801.9
5,846.3
Cash and cash equivalents and marketable securities
234.1
238.3
Financial liabilities (current and non-current)
2,555.9
2,613.0
Equity attributable to owners
3,410.2
3,374.9
For a definition of EBITDA (excluding fair value adjustments) and the reconciliation with the closest IFRS indicator, see the
For a definition of "EPRA earnings", see the "EPRA performance indicators" section.
Average number of shares: 144,936,550 at 30 June 2022 and 142,490,436 at 30 June 2021.
Recurring earnings are equal to EPRA earnings excluding certain non-recurring items. See the "EPRA performance
"Comments on the year's activity" section.
indicators" section.
Selected financial information from the statement of financial position
Financial information related to key indicators and ratios (in millions of euros) 30 June 2022 31 Dec. 2021

Financial information related to key indicators and ratios

"Comments on the year's activity" section.
For a definition of "EPRA earnings", see the "EPRA performance indicators" section.
Average number of shares: 144,936,550 at 30 June 2022 and 142,490,436 at 30 June 2021.
Recurring earnings are equal to EPRA earnings excluding certain non-recurring items. See the "EPRA performance
indicators" section.
Selected financial information from the statement of financial position
(in millions of euros) 30 June 2022 31 Dec. 2021
Investment properties (appraisal value excluding transfer taxes) 5,801.9 5,846.3
Cash and cash equivalents and marketable securities 234.1 238.3
Financial information related to key indicators and ratios
(in millions of euros) 30 June 2022 31 Dec. 2021
Net debt 2,272.0 2,322.9
Loan-to-value (LTV) ratio ITT(1) 36.9% 37.4%
Interest coverage ratio (ICR)(2) 4.6x 3.9x
EPRA Net Tangible Assets (EPRA NTA) 3,566.6 3,575.8
EPRA NTA per share(3) 24.82 24.54

2 Ratio of EBITDA (excluding fair value adjustments) to cost of net debt.

4.2. Financial statements

4.2.1. Consolidated statement of comprehensive income

4.2. Financial statements
4.2.1. Consolidated statement of comprehensive income
(in thousands of euros) First-half 2022 First-half 2021
Gross rental income 182,806 172,866
Charges rebilled to tenants 54,671 49,260
Total income from rental activity 237,477 222,126
Real estate expenses (24,894) (23,276)
Rental charges (39,116) (37,199)
Property expenses (landlord) (1,248) (33,706)
Net rental income 172,219 127,945
Overhead expenses (23,909) (24,428)
Income from property management, administraƟon and other acƟviƟes 5,247 5,592
Other income 2,360 765
Payroll expenses (13,385) (13,665)
Other external expenses (18,131) (17,120)
Additions to depreciation and amortisation of property, plant and equipment and
intangible assets, and provisions (124) (884)
Other operating income and expenses (238) 83
Gains and losses on disposals of investment properties and equity investments (2,888) 78
Change in fair value adjustments 52,675 (42,712)
Share in net income (loss) of equity-accounted companies (1,011) 1,467
Operating income 196,724 61,549
Financial income 653 423
Financial expenses (30,854) (31,074)
Cost of net debt (30,201) (30,651)
Other financial income and expense (7,017) (9,171)
Net financial expense (37,218) (39,822)
Income before taxes 159,506 21,727
Income tax (2,611) (2,882)
Consolidated net income 156,895 18,845
Attributable to owners of the parent
Non-controlling interests
156,626
269
18,759
85
Average number of shares comprising Carmila's share capital 144,936,550 142,490,436
Earnings per share (attributable to owners) (in euros) 1.08 0.13
Diluted average number of shares comprising Carmila's share capital 145,204,340 142,737,623
Diluted earnings per share (attributable to owners) (in euros) 1.08 0.13
Consolidated statement of comprehensive income
(in
thousands of euros)
First-half 2022 First-half 2021
Consolidated net income 156,895 18,845
Items that will be reclassified subsequently to net income 51,081 11,552
Effective portion of cash flow hedges 51,081 11,552
Fair value of other financial assets -
Related income tax -
Items that will not be reclassified subsequently to net income - -
Actuarial gains and losses on defined benefit plans -
Related income tax -
Total comprehensive income 207,976 30,397

4.2.2. Consolidated statement of financial position

ASSETS

ASSETS
4.2.2. Consolidated statement of financial position
(in thousands of euros) 30 June 2022 31 Dec. 2021
Intangible assets 3,705 4,664
Property, plant and equipment 3,275 3,369
Investment properties carried at fair value
Investment properties carried at cost
5,801,886
27,674
5,846,327
33,213
Investments in equity-accounted companies 64,041 50,309
Other non-current assets 17,432 19,539
Deferred tax assets 9,856 9,855
Non-current assets 5,927,869 5,967,275
Trade receivables 116,442 75,489
Other current assets 127,687 90,439
Cash and cash equivalents 234,142 238,268
Current assets 478,271 404,196

EQUITY AND LIABILITIES

EQUITY AND LIABILITIES
(in thousands of euros) 30 June 2022 31 Dec. 2021
Share capital 863,094 875,389
Additional paid-in capital 1,825,226 1,985,987
Treasury shares (2,352) (2,351)
Other comprehensive income 22,612 (28,469)
Consolidated retained earnings 544,958 352,177
Consolidated net income 156,626 192,121
Equity attributable to owners 3,410,163 3,374,853
Non-controlling interests 5,905 5,776
Total equity 3,416,068 3,380,629
Non-current provisions 7,474 6,867
Non-current financial liabilities 2,384,540 2,384,895
Lease deposits and guarantees 80,315 79,812
Non-current tax and deferred tax liabilities 141,796 139,445
Other non-current liabilities - 2
Non-current liabilities 2,614,125 2,611,021
Current financial liabilities 171,360 228,071
Bank facilities 35 82
Current provisions 84 1,039
Trade payables 20,847 20,984
Payables to suppliers of non-current assets 10,405 22,067
Accrued tax and payroll liabilities 81,108 54,179
Other current liabilities 92,108 53,399
Current liabilities 375,947 379,821

4.2.3. Consolidated statement of cash flows

4.2.3. Consolidated statement of cash flows
(in thousands of euros) First-half 2022 First-half 2021
Consolidated net income 156,895 18,845
Elimination of income from equity-accounted companies 1,011 (1,467)
Elimination of depreciation, amortisation and provisions 4,428 2,444
Elimination of fair value adjustments (47,909) 45,688
Elimination of capital gains and losses on disposals 2,888 (1,723)
Other non-cash income and expenses 1,145 7,422
Cash flow from operations after cost of net debt and tax 118,458 71,209
Elimination of tax expense 2,611 2,882
Elimination of cost of net debt 30,201 30,650
Cash flow from operations before cost of net debt and tax 151,270 104,741
Change in operating working capital 26,268 (21,961)
Change in lease deposits and guarantees 27 1,510
Income tax paid 3,432 (775)
Net cash from operating activities 180,997 83,515
Change in payables on non-current assets (13,120) (77,667)
Acquisitions of investment properties (44,973) (38,220)
Acquisitions of other non-current assets (15,295) (675)
Change in loans and advances (2,215) (4,755)
Disposal of investment properties and other fixed assets 143,662 8,034
Dividends received 1,217 820
Net cash from (used in) investing activities 69,276 (112,463)
Share capital increase (29,500) -
Net sale (purchase) of treasury shares (1) (240)
Issuance of bonds - 300,000
Increase in bank loans - 250,000
Loan repayments (55,063) (524,671)
Display of short-term investments in other current receivables (155) 118
Interest paid (26,590) (22,128)
Interest received 653 423
Dividends and share premiums distributed to shareholders (143,696) (94,338)
Net cash from (used in) financing activities (254,352) (90,836)
Net change in cash and cash equivalents (4,079) (119,784)

4.2.4. Consolidated statement of changes in shareholders' equity

4.2.4. Consolidated statement of changes in shareholders' equity
Share capital Additional paid-in Treasury shares Other Consolidated Consolidated net Equity Non-controlling
capital comprehensive retained earnings income (loss) attributable to interests Total equity
(in thousands of euros) 875 389 1 985 986 (2 351) income
(28 469)
352 177 192 121 owners
3 374 854
5 776 3 380 630
Balance at 31 December 2021
Corporate actions (12 295) (17 204) (29 499) (29 499)
Share-based payments
Treasury share transactions
(1) 659 -
658
-
658
Dividend paid (143 556) (143 556) (140) (143 696)
Appropriation of 2021 net income
Net income for the period
192 121 (192 121)
156 626
-
156 626
269 -
156 895
Other comprehensive income reclassified to income 2 488 2 488 2 488
Change in fair value of other financial assets - -
Change in fair value of hedging instruments
Actuarial gains and losses on retirement benefits
48 593 48 593
-
48 593
-
Other comprehensive income 51 081 51 081 51 081
Other changes - -

4.3. Comments on the year's activity

4.3.1. Gross rental income (GRI) and net rental income (NRI)

Gross rental income

Gross rental income First-half 2022 First-half 2021
(in
thousands of euros)
Gross rental
income
Year-on-year
change
reported
Gross rental
income
France 125,533 6.4% 117,948
Spain 45,767 4.1% 43,978
Italy 11,506 5.2% 10,940
Total 182,806 5.8% 172,866
Gross rental income
Gross rental income First-half 2022 First-half 2021
(in thousands of euros) Gross rental
income
Year-on-year
change
reported
Gross rental
income
France 125,533 6.4% 117,948
Spain 45,767 4.1% 43,978
Italy 11,506 5.2% 10,940
Total 182,806 5.8% 172,866
Net rental income First-half 2022 First-half 2021
Year-on-year change
(in thousands of euros) Net rental
income
Like for like
(total)
Like for like
(specific Covid
19 impact)
Like for like (excl.
specific Covid-19
impact)
Reported Net rental
income
France 117,830 34.0% 29.4% 4.7% 33.9% 87,987
Spain 43,834 40.4% 35.3% 5.1% 40.9% 31,115
Italy 10,555 20.5% 16.1% 4.4% 19.4% 8,843
Total 172,219 34.6% 29.9% 4.8% 34.6% 127,945

Net rental income totalled €172 million, up €44.3 million, or 34.6%, in the first half of 2022. This increase is attributable to the factors described below.

Changes linked to specific Covid-related impacts represented a €38.2 million (or 29.9%) increase in net rental income. Specific Covid-related impacts recognised in first-half 2021 reduced net rental income by €33.5 million, whereas they increased net rental income by €4.7 million in first-half 2022.

The sale of a portfolio of six French assets had no impact in the period as it was completed on 30 June 2022.

4.3.2. Rent collection

Organic growth as adjusted for these specific
impacts came out at 4.8%. The share of indexation
included
in
growth
at
constant
scope
is
a
positive 3.0%.
Acquisitions and disposals represented a net
negative
impact
of
€0.1
million,
or
0.1%,
attributable to the acquisition of the Rosaleda
shopping centre (positive impact of €0.3 million, or
0.2%) on 24 May 2022 and the disposal of Nanteuil
4.3.2. Rent collection
30/06/2022
First-quarter 2021
First-quarter 2022
Second-quarter 2021
Third-quarter 2021
Fourth-quarter 2021
Full-year 2021
Second-quarter 2022
First-half 2022
Gross collection rate (total amount invoiced)
84.5%
85.3%
93.8%
94.8%
89.7%
95.9%
94.9%
95.4%
Rent waiver/Covid-19 provision rate
15.5%
14.7%
5.7%
5.2%
10.3%
3.0%
2.8%
2.9%
Outstanding to be collected
0.0%
0.0%
0.5%
0.1%
0.0%
1.2%
2.3%
1.7%
Total
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%

Out of the total charges and rents invoiced in 2021, 89.7% had been collected at 30 June 2022, 10.3% had been waived or charged to credit loss allowances (and written off in the consolidated financial statements) and 0.0% are pending collection.

4.3.3. Overhead expenses

Out of the total charges and rents invoiced in 2021,
89.7% had been collected at 30 June 2022, 10.3%
had been waived or charged to credit loss
allowances (and written off in the consolidated
financial
statements)
and
0.0%
are
pending
Out of the total rents invoiced in first-half 2022,
95.4% had been collected at end-June.
As of 22 July 2022, 95.8% have been collected and
1.3% are pending collection.
4.3.3. Overhead expenses
Overhead expenses
(in thousands of euros) First-half 2022 First-half 2021
Income from property management, administration and other activities
Other income
Payroll expenses
Other external expenses
5,247
2,360
(13,385)
(18,131)
(23,909)
5,592
765
(13,665)
(17,120)

Overhead costs were down by 2.1%% in first-half 2022 compared with the first half of 2021.

Income from property management, administration and other activities and other income

This item totalled €5.2 million in first-half 2022, a decrease of €0.3 million, or 6.2% compared to first-half 2021.

It can be broken down as follows:

  • €3.1 million in rebilled shopping centre management costs, stable versus first-half 2021;
  • fees, including technical and marketing fees for €1.7 million, stable versus first-half 2021.

"Other income" mainly consists of marketing services aimed at increasing the attractiveness of the centres (retailers' associations) for €2.4 million. The increase in this item is due to the implementation of Carmila's omnichannel

Payroll expenses

Total payroll expenses came to €13.4 million in firsthalf 2022, a slight decrease on first-half 2021.

Other external expenses

Other external expenses totalled €18.1 million in first-half 2022, up 5.9% (€1.0 million). This increase is mainly attributable to the health situation in firsthalf 2021, which led to a fall in lease management fees resulting from the rent relief granted to tenants, and by a reduction in certain communication and marketing expenses (trade shows, conventions, events, etc.).

The main components of other external expenses are marketing expenses, as well as appraisal fees for the asset portfolio, legal and tax fees, auditors' fees, financial communication and advertising fees, travel expenses and other mission-related expenses.

4.3.4. EBITDA

(in thousands of euros)
Operating income
First-half 2022
196,724
Full-year 2021
234,209
First-half 2021
61,549
Elimination of change in fair value (52,675) 4,674 42,712
Elimination of attributable change in fair value of 2,194 (1,354) (317)
equity-accounted companies
Elimination of capital (gains)/losses
2,750 829 (161)
Depreciation and amortisation of property and 500 400 884
equipment and intangible assets
Adjustments for non-recurring items

4.3.5. Net financial expense

Elimination of attributable change in fair value of
Elimination of capital (gains)/losses 2,750 829 (161)
Depreciation and amortisation of property and
equipment and intangible assets
500 400 884
Adjustments for non-recurring items
Financial expense
(in thousands of euros)
First-half 2022 First-half 2021
Financial income 653 423
4.3.5. Net financial expense
Financial expenses
(30,854) (31,074)
Cost of net debt (30,201) (30,651)
Other financial expenses (7,017) (9,171)

Carmila reported net financial expense of €37.2 million for first-half 2022.

Cost of net debt

The cost of net debt in 2021 fell by €0.5 million year on year to €30.2 million.

The change in the cost of net debt can be analysed as follows:

  • a rise of €1.2 million in interest expense on bonds (new €300 million bond issue in March 2021);
  • a decrease of €0.5 million in interest expense on bank borrowings (repayment of €300 million in April 2021);
  • a decrease of €0.8 million in interest expense on hedging instruments;
  • a decrease of €0.7 million in amortisation of issuance premiums and costs (repayment of the bank loan in April 2021);
  • a decrease of €0.4 million in interest income from capitalised financial expenses

an increase of €0.1 million in interest income on loans granted.

Other financial income and expenses

Net other financial expenses fell €2.2 million during the first half, attributable to the factors described below:

  • €2.6 million in proceeds from the unwinding of a swap contracted in March 2022 as part of the Rayas transaction (disposal of six assets in France);
  • a decrease in the charge related to the application of IFRS 9: In 2021, the €300 million repayment led to the reversal of the proportion of the repayment on the bank loan, representing a net negative impact of €6.9 million for the period;
  • an increase in credit risk on financial instruments, leading to an expense of

4.4. EPRA performance indicators

4.4.1. EPRA summary table

€1.6 million and impairment of €4.8 million
recognised against a current account with
a non-consolidated equity interest;

a
€0.5
million
expense
related
to
provisions for impairment of receivables in
connection with the disposal of six assets
in France;

an increase of €0.2 million in interest
expenses on bank deposits.
4.4. EPRA performance indicators
4.4.1. EPRA summary table First-half 2022 Full-year 2021 First-half 2021
EPRA earnings (in millions of euros) 114.5 172.0 72.6
EPRA earnings per share (in euros) 0.79 1.19 0.51
EPRA NRV (in thousands of euros) 3,819,246 3,829,620 3,701,591
EPRA NRV per share (in euros) 26.58 26.28 25.27
EPRA NTA (in thousands of euros) 3,566,580 3,575,785 3,470,445
EPRA NTA per share (in euros) 24.82 24.54 23.69
EPRA NDV (in thousands of euros) 3,533,663 3,350,159 3,148,946
EPRA NDV per share (in euros) 24.59 22.99 21.49
EPRA NIY (shopping centres) 6.0% 5.8% 5.7%
EPRA Topped-up NIY (shopping centres) 6.1% 5.9% 5.9%
EPRA Vacancy Rate 5.1% 5.5% 6.5%
EPRA Cost Ratios (including direct vacancy costs)
EPRA Cost Ratios (excluding direct vacancy costs)
18.7%
16.6%
23.9%
20.7%
28.1%
24.7%

4.4.2. EPRA earnings and recurring earnings

4.4.2. EPRA earnings and recurring earnings
EPRA Earnings
(in
thousands of euros)
First-half 2022 First-half 2021
Net income attributable to owners 156,626 18,759
Adjustments to calculate EPRA earnings
(i) Changes in value of investment properties, development properties held for investment and other
(42,125) 53,886
interests (52,675) 42,712
(ii) Gains and losses on disposals of investment properties 3,094 -78
(iii) Gains and losses on disposals of trading properties - -
(iv) Tax on disposal gains and losses - -
(v) Negative goodwill/goodwill impairment - -
(vi) Changes in fair value of financial instruments and associated close-out costs 2,643 9,666
(vii) Acquisition costs for share deal acquisitions
(viii) Deferred tax in respect of EPRA adjustments
-
2,350
-
1,903
(ix) Adjustments (i) to (iv) in respect of joint ventures (unless already included under proportional
consolidation) 2,194 (317)
(x) Non-controlling interests in respect of the above 269 -
EPRA earnings 114,501 72,645
Year-on-year change 57.6%
Average number of shares 144,936,550 142,530,036
EPRA earnings per share 0.79 0.51
Year-on-year change 55.0%
Fully diluted number of shares
Diluted EPRA earnings per share
145,204,340
0.79
142,777,223
0.51
Other adjustments
Issuance costs
6,013
-
1,502
700
Other non-recurring expenses or (income)(1) 5,567 802
Recurring earnings 120,068 74,147
Year-on-year change 61.9%
Recurring earnings per share 0.83 0.52
Year-on-year change 59.2% -24.5%
Impact of IFRS 16(2) 1,996 2,036
Recurring earnings excluding IFRS 16 Covid-19 impact 122,064 76,183
Year-on-year change 60.2% -18.9%
Recurring earnings per share excluding IFRS 16 Covid-19 impact 0.84 0.53
Year-on-year change 57.6%

Comments on the other adjustments:

(1) "Other non-recurring expenses" consist of depreciation and amortisation expenses, movements in provisions for contingencies and charges, and impairment recognised against equity interests and the current account with the Loicar investee.

(2) Under IFRS 16, lessors can defer the recognition of any rent concessions granted during the first wave of the virus (e.g., extensions of the lease term).

4.4.3. EPRA Cost Ratio

EPRA Cost Ratios

4.4.3. EPRA Cost Ratio
EPRA Cost Ratios
(in millions of euros) First-half 2022 First-half 2021
(i) Operating costs 32.4 34.8
Overhead expenses 31.1 31.3
Property expenses 1.2 3.5
(ii) Net service charge costs/fees 9.3 11.2
(iii) Management fees less profit element (5.2) (5.6)
(iv) Other operating recharges intended to cover overhead expenses (2.4) (0.8)
(v) Share of costs of equity-accounted companies 0.4 0.7
(vi) Impairment of investment properties and provisions included in property expenses 0.0 0.0
(vii) Ground rent costs 0.0 0.0
(vii) Service charge costs recovered through rents 0.0 (0.9)
EPRA costs (including direct vacancy costs) 34.6 39.5
(viii) Direct vacancy costs 3.8 4.8
EPRA costs (excluding direct vacancy costs) (A) 30.8 34.7
(ix) Gross rental income less ground rents 182.8 139.4
(x) Less: service fee and service charge costs components of gross rental income 0.0 (0.9)
(xi) Plus: share of Joint Ventures (gross rental income less ground rents) 2.3 1.9
Gross rental income (B) 185.1 140.4
EPRA Cost Ratios (including direct vacancy costs) 18.7% 28.1%
EPRA Cost Ratios (excluding direct vacancy costs) 16.6% 24.7%
Covid-19 impacts (C) 33.5
EPRA Cost Ratios excluding Covid-19 impact and direct vacancy costs (A/(B+C)) 16.6% 20.0%

Overhead expenses include other external expenses and payroll expenses.

costs that are not rebilled to tenants, and impairment recognised against trade receivables.

Property expenses include losses on irrecoverable receivables along with maintenance and repair The impacts of the health crisis were deducted from gross rental income and property expenses in firsthalf 2021.

4.4.4. EPRA NRV, EPRA NTA and EPRA NDV

EPRA NAV indicators at 30 June 2022

4.4.4. EPRA NRV, EPRA NTA and EPRA NDV
EPRA NAV indicators at 30 June 2022
(in
thousands of euros)
IFRS equity attributable to owners EPRA NRV
3,410,163
EPRA NTA
3,410,163
EPRA NDV
3,410,163
Include/Exclude*:
(i) Hybrid instruments
Diluted NAV
-
3,410,163
-
3,410,163
-
3,410,163
Include*:
(ii.a) Revaluation of investment property (if IAS 40 cost option is used)
(ii.b)
(ii.c) Revaluation of IPUC(1) (if IAS 40 cost option is used)
Revaluation of other non-current investments(2)
(iii) Revaluation of tenant leases held as finance leases(3)
(iv) Revaluation of trading properties(4)
Exclude*: Diluted NAV at fair value 3,410,163 3,410,163 3,410,163
(v) Deferred tax in relation to fair value gains of investment property(5) 141,796 141,796
(vi)
(vii)
Fair value of financial instruments
Goodwill as a result of deferred tax
-35,699 -35,699
(viii.a) Goodwill as per the IFRS balance sheet
(viii.b)
Include*:
Intangible assets as per the IFRS balance sheet -
4,447
(ix) Fair value of fixed-rate debt 123,500
(x) Revaluation of intangible assets at fair value
(xi) Transfer taxes
NAV
302,986
3,819,246
54,767
3,566,580
3,533,663
Fully diluted number of shares 143,697,140 143,697,140 143,697,140
NAV per share 26.58 24.82 24.59
(1) Difference between development property held on the balance sheet at cost and fair value of that development property.
(2) Revaluation of intangibles to be presented under adjustment (x) Revaluation of Intangibles to fair value and not under this line item.
(3) Difference between finance lease receivables held on the balance sheet at amortised cost and the fair value of those finance lease receivables.
(4) Difference between trading properties held on the balance sheet at cost (IAS 2) and the fair value of those trading properties.
(5) Deferred tax adjustment for NTA.
* "Include" indicates that an asset (whether on or off balance sheet) should be added to the shareholders' equity, whereas a liability should be deducted.
* "Exclude" indicates that an asset (part of the balance sheet) is reversed, whereas a liability (part of the balance sheet) is added back.
EPRA NAV indicators at 31 December 2021
IFRS equity attributable to owners EPRA NRV
3,374,853
EPRA NTA
3,374,853
EPRA NDV
3,374,853
(in
thousands of euros)
Include/Exclude*:
(i) Hybrid instruments
Diluted NAV 3,374,853 3,374,853 3,374,853
Include*:
(ii.a) Revaluation of investment property (if IAS 40 cost option is used)

EPRA NAV indicators at 31 December 2021

(2) Revaluation of intangibles to be presented under adjustment (x) Revaluation of Intangibles to fair value and not under this line item.
* "Include" indicates that an asset (whether on or off balance sheet) should be added to the shareholders' equity, whereas a liability should be deducted.
* "Exclude" indicates that an asset (part of the balance sheet) is reversed, whereas a liability (part of the balance sheet) is added back.
EPRA NAV indicators at 31 December 2021
(in
thousands of euros)
EPRA NRV EPRA NTA EPRA NDV
IFRS equity attributable to owners 3,374,853 3,374,853 3,374,853
Include/Exclude*:
(i) Hybrid instruments
Diluted NAV 3,374,853 3,374,853 3,374,853
Include*:
(ii.a)
Revaluation of investment property (if IAS 40 cost option is used)
(ii.b) Revaluation of IPUC(1) (if IAS 40 cost option is used)
(ii.c) Revaluation of other non-current investments(2)
Revaluation of tenant leases held as finance leases(3)
(iii)
(iv) Revaluation of trading properties(4)
Diluted NAV at fair value 3,374,853 3,374,853 3,374,853
Exclude*:
(v)
Deferred tax in relation to fair value gains of investment property(5) 139,445 139,445
(vi) Fair value of financial instruments 12,624 12,624
(vii) Goodwill as a result of deferred tax
(viii.a) Goodwill as per the IFRS balance sheet
(viii.b) Intangible assets as per the IFRS balance sheet - 4,492
Include*:
(ix) Fair value of fixed-rate debt -24,695
(x) Revaluation of intangible assets at fair value
(xi) Transfer taxes 302,698 53,355
NAV 3,829,620 3,575,785 3,350,159
Fully diluted number of shares
NAV per share
145,736,217
26.28
145,736,217
24.54
145,736,217
22.99

4.4.5. EPRA vacancy rate

4.4.5. EPRA vacancy rate
France Spain Italy Total
Rental value of vacant space (€m) 11.7 9.0 0.3 21.1
Rental value of property portfolio (€m) 270.2 117.1 24.4 411.7
EPRA vacancy rate 4.3% 7.7% 3.2% 5.1%
Impact of strategic vacancies
Financial vacancy rate
0.6%
3.7%
3.1%
4.6%
2.1%
1.1%
1.3%
3.8%
The EPRA vacancy rate at 30 June 2022 was 5.1%, a
decrease of 40 basis points compared to end-2021.
premises required Strategic vacancies correspond to the vacant
to
implement
renovation,

4.4.6. EPRA net initial yields: EPRA NIY and EPRA topped-up NIY

The EPRA vacancy rate at 30 June 2022 was 5.1%, a Strategic vacancies correspond to the vacant
decrease of 40 basis points compared to end-2021. premises required to
implement
renovation,
The EPRA vacancy rate is the ratio between the
market rent for vacant areas and the total market
rent (for vacant and rented areas). The rental value
centres. extension, or restructuring projects in shopping
used to calculate the EPRA vacancy rate is the gross
rental value as defined by expert appraisal.
4.4.6. EPRA net initial yields: EPRA NIY and EPRA topped-up NIY
EPRA NIY and EPRA Topped-up NIY
(in
millions of euros)
First-half 2022 31 Dec. 2021
Total property portfolio valuation (excluding transfer taxes) 5,894.3 5,911.7
(-) Assets under development and other 27.7 33.2
Completed property portfolio valuation (excluding transfer taxes) 5,866.6 5,878.4
Transfer taxes 303.0 302.7
Completed property portfolio valuation (including transfer taxes) (A) 6,169.6 6,181.1
Annualised net rents (B) 368.9 355.8
Impact of rent-free periods 8.5 7.7
Topped-up net annualised rents (C) 377.4 363.5
EPRA Net Initial Yield (B)/(A) 6.0% 5.8%
EPRA Topped-up Net Initial Yield (C)/(A) 6.1% 5.9%

4.4.7. EPRA investments

Capital expenditure on investment properties broken down by country is disclosed separately for acquisitions, developments and extensions, or capital expenditure on the portfolio on a like-for-like basis.

France Spain Italy TOTAL
(in thousands of euros) First-half 2022 First-half 2021 First-half 2022 First-half 2021 First-half 2022 First-half 2021 First-half 2022 First-half 2021
Acquisitions
Like-for-like capital expenditure
Extensions
2,289
13,800
1,727
18,189
16,861
2,644
24,287
3,479
0
0
2,844
0
0
1,118
1,097
0
326
156
26,576
18,397
2,824
18,189
20,031
2,800
Restructuring
Lease incentives
5,315
3,297
7,665
1,786
0
2,077
0
2,173
0
0
0
0
5,315
5,374
7,665
3,959
Renovations
OtherMaintenance capex
1,889
1,572
361
4,405
580
822
12
659
3
18
159
11
2,472
2,412
532
5,0750
Total capital expenditure 16,089 35,050 27,766 2,844 1,118 326 44,973 38,220
In France, the "Acquisitions" caption chiefly relates
to the acquisition of units in Labège (€1.2 million)
existing parts of centres are upgraded in order to
optimise value creation. This caption includes
and Vannes (€0.4 million). numerous operations in France, the most significant
of which are Laval (€1.1 million), Ormesson (€0.3

"Extensions" essentially relates to a project to establish operations in Toulouse Purpan for €1.2 million.

"Restructuring" mainly concerns the Cité Europe shopping centre in Calais-Coquelles (€1.1 million) and the shopping centre in Flins (€1.3 million).

Like-for-like capital expenditure chiefly relates to assets being redeveloped where renovation and modernisation works are being carried out and existing parts of centres are upgraded in order to optimise value creation. This caption includes numerous operations in France, the most significant of which are Laval (€1.1 million), Ormesson (€0.3 million) and Grenoble Echirolles (€0.3 million). Likefor-like capital expenditure also includes rent relief granted to tenants.

In Spain, acquisitions include the Rosaleda shopping centre in Malaga.

In Italy, investments correspond mainly to the extension of the Paderno arcade.

5. FINANCING POLICY

5.1. Financial resources

Bonds

No new bonds were issued in the first half of 2022.

Carmila's outstanding bond debt at 30 June 2022 amounts to €2,191 million, unchanged from end-December 2021.

Bank borrowings

Carmila has a syndicated loan agreement with a pool of banks, maturing in June 2024. An amount of €170 million was outstanding under this facility at 30 June 2022.

On 21 July 2022, after the end of the reporting period, Carmila signed a new €550 million term loan. The loan matures in 2027, with two extension options of one year each. The cost of the new loan is set at three-month Euribor plus a margin of 180 basis points.

No specific guarantee has been granted in the context of this loan agreement, which is conditional on compliance with the same financial ratios as Carmila's other bank loans, i.e., a ratio of consolidated net debt to fair value of assets of 0.55, a ratio of EBITDA to net cost of debt of 2.0 and value

of investment property equal to or greater than €2.5 billion.

This new credit line refinances an existing bank loan of €170 million maturing in 2024, the cost of which was set at three-month Euribor plus a margin of 115 basis points. It also replaces the first, undrawn tranche of a revolving credit facility of €270 million maturing in 2024, the cost of which, if drawn, was set at three-month Euribor plus a margin of 95 basis points.

Further to this operation, Carmila's cash position is sufficient to cover in full the repayment of the outstanding bond maturing in September 2023. Following this, the next bond will mature in September 2024.

This new credit facility includes two sustainability criteria designed to support Carmila's strategy to reduce by 90% its greenhouse gas emissions by 2030 and to achieve BREEAM certification for its entire asset portfolio by 2025. Carmila will benefit from a reduction of three basis points in the credit spread on the loan if these targets are met.

Loan-to-value ratio (LTV)

The LTV ratio including transfer taxes was 36.9% at 30 June 2022, down 50 basis points on end-December 2021, mainly due to the sale of six French property assets. Carmila is committed to maintaining a strong balance sheet and aims to maintain a level of debt compatible with its BBB (stable outlook) financial rating from S&P.

Carmila is targeting an LTV ratio of below 40% (including transfer taxes) over 2022-2026.

Compliance with covenants at 30 June 2022

The loan agreement, along with the syndicated credit facilities, are subject to compliance with covenants as assessed at the end of each interim and annual reporting period. At 30 June 2022, Carmila complied with its covenants.

Bonds are not subject to compliance with these covenants.

Interest coverage ratio (ICR)

The ratio of EBITDA to the net cost of debt must be greater than 2.0 at the test dates. The ratio was 4.6 at 30 June 2022.

Loan-to-value ratio (LTV)

The ratio of consolidated net debt to the fair value of investment assets including transfer taxes must not exceed 55% on the same dates; the ratio may be exceeded for one half-year period. The ratio was 36.9% at 30 June 2022.

Debt maturity

(including transfer taxes) over 2022-2026. be exceeded for one half-year period. The ratio was
36.9% at 30 June 2022.
not exceed 55% on the same dates; the ratio may
Compliance with covenants at 30 June 2022
The loan agreement, along with the syndicated
credit facilities, are subject to compliance with
covenants as assessed at the end of each interim
and annual reporting period. At 30 June 2022,
Carmila complied with its covenants.
Debt maturity
The average maturity of Carmila's debt was
3.9 years at 30 June 2022.
However, since 21 July 2022 and the refinancing of
Bonds are not subject to compliance with these the term loan (repayment of the €170 million term
loan and subscription of a new €550 million term
loan maturing in 2027, including two one-year
extension
options),
the
average
maturity
of
Carmila's debt is 4.2 years.
(in thousands of euros) 30 June 2022 31 Dec. 2021
12 months 12 months
EBITDA
Cost of net debt
(A)
(B)
283,584
61,496
238,758
61,946
4.6 3.9
Interest coverage ratio (A)/(B)
(in thousands of euros) 30 June 2022 31 Dec. 2021
Net financial liabilities (A) 2,271,993 2,322,914
Gross financial liabilities 2,506,100 2,561,100
Net cash (234,107) (238,186)
Short-term investments - -
Property portfolio including transfer taxes (B) 6,164,756 6,214,371
Loan-to-value ratio including transfer taxes (A)/(B) 36.9% 37.4%
Property portfolio excluding transfer taxes (C) 5,860,985 5,910,743
Loan-to-value ratio excluding transfer taxes (A)/(C) 38.8% 39.3%
(in thousands of euros) 30 June 2022 31 Dec. 2021
Net debt (A) 2,271,993 2,322,914
(B) 283,584 238,758
EBITDA

Gross financial liabilities do not include issuance costs for bonds and other debt, current and non-current derivative instruments with a negative fair value, bank facilities and IFRS 16 financial liabilities.

Other financing

Revolving credit facility

During first-half 2022, Carmila had two revolving credit facilities for €270 million and €540 million, maturing in three and five years respectively, and including two one-year extension options. These credit facilities include two sustainability criteria designed to support Carmila's strategy to reduce by 50% its greenhouse gas emissions by 2030 and to achieve BREEAM certification for its entire asset portfolio by 2025.

Breakdown of financial liabilities by maturity and average interest rate

€270 million revolving credit facility (RCF) in order
to convert it into a new term loan (see above). The
outstanding revolving credit facility amounts to
€540 million.
On 21 July 2022, after the end of the reporting
period, Carmila cancelled the first tranche of its
Breakdown of financial liabilities by maturity and average interest rate Gross amount Starting date Lease maturity
(in thousands of euros)
Bond issue I – Notional amount €600m, coupon 2.375% 547,900 18/09/2015 18/09/2023
Bond issue II – Notional amount €588m, coupon 2.375% 543,200 24/03/2016 16/09/2024
Bond issue III – Notional amount €350m, coupon 2.125% 350,000 07/03/2018 07/03/2028
Bond issue IV – Notional amount €300m, coupon 1.625% 300,000 30/11/2020 30/05/2027
Bond issue V – Notional amount €300m, coupon 1.625% 300,000 01/04/2021 01/04/2029
Private placement I – Notional amount €50m, coupon 1.89% 50,000 06/11/2019 06/11/2031
Private placement II – Notional amount €100m, coupon 3.000% 100,000 26/06/2020 26/06/2029
Loan agreement
Commercial paper
170,000
145,000
16/06/2017
31/12/2016
16/06/2024
21/10/2028

At 30 June 2022, Carmila's debt had an average maturity of 3.9 years and an average interest rate of 2.0%, taking account of hedging instruments (excluding amortisation of issuance premiums, cancellation expenses for capitalised financial instruments and non-utilisation fees for undrawn credit lines). The average interest rate excluding hedging instruments was 1.8%.

However, since 21 July 2022 and the refinancing of the term loan (repayment of the €170 million term loan and subscription of a new €550 million term loan maturing in 2027, including two one-year extension options), the average maturity of Carmila's debt is 4.2 years and an average interest rate of 2.3%.

5.2. Hedging instruments

As the parent company, Carmila provides for almost all of the Group's financing and manages interestrate risk centrally.

Carmila's policy is to hedge its floating-rate debt in order to secure future cash flows by fixing or

capping the interest rate paid. This policy involves setting up derivatives instruments as interest rate swaps and options which are eligible for hedge accounting.

In order to optimise its hedging, on 18 March 2022 Carmila extended the maturity of two swaps with a notional amount of €25 and €100 million by four and three years, respectively, i.e., to 2031 and 2030. Carmila also entered into a forward swap (starting in June 2024, maturing in June 2031) and a swaption (starting in June 2031, maturing in June 2034) on 31 March 2022, with a nominal amount of €125 million. Lastly, on 13 April 2022, Carmila entered into a further forward swap (starting in June 2025, maturing in June 2031) and a swaption (starting in June 2031, maturing in June 2035), with a nominal amount of €100 million.

At 30 June 2022, Carmila's portfolio of derivative instruments set up with leading banking partners comprised:

  • four fixed-rate swaps at three-month Euribor for a notional amount of €260 million, with the swap covering the longest term expiring in December 2030;

  • one fixed-rate floor at three-month Euribor for a notional amount of €25 million, covering a period up to 2022;

  • one cap for a nominal amount of €100 million maturing in 2023.

These hedging instruments, still effective, were recognised as cash flow hedges. The consequence of this cash flow hedge accounting is that derivative instruments are recognised on the closing statement of financial position at their market value, with any changes in fair value attributable to the effective portion of the hedge recorded in shareholders' equity (OCI) and the ineffective portion taken to income.

5.3. Cash

maturing in June 2031) and a swaption (starting in
June 2031, maturing in June 2035), with a nominal
At 30 June 2022, Carmila's portfolio of derivative
instruments set up with leading banking partners
four fixed-rate swaps at three-month
Euribor for a notional amount of €260 million, with
the swap covering the longest term expiring in
instruments
are
recognised
statement of financial position at their market
value, with any changes in fair value attributable to
the effective portion of the hedge recorded in
shareholders' equity (OCI) and the ineffective
portion taken to income.
The fixed-rate position represents 98% of gross debt
at 30 June 2022 (including swaps and swaption
collars) and 102% including caps.
on
the
closing
(in
thousands of euros)
30 June 2022 31 Dec. 2021
Cash 234,142 238,268
Cash equivalents - -
234,142 238,268
Cash and cash equivalents
Bank facilities (35) (82)

5.4. Rating

On 13 July 2022, S&P confirmed Carmila's BBB rating with a "stable" outlook.

5.5. Dividend policy

In addition to legal requirements, Carmila's dividend policy takes into account various factors including its earnings, financial position and the implementation of its objectives.

Where appropriate, dividends will be paid by Carmila out of distributable income and also out of issuance premiums.

Note that in order to benefit from the SIIC (real estate investment trust) regime in France, Carmila is required to distribute a significant portion of its profits to its shareholders (within the limit of its income as a SIIC and its distributable income):

  • 95% of profits from gross rental income earned by Carmila;

  • 70% of capital gains; and

  • 100% of dividends from subsidiaries subject to the SIIC regime.

Acting on a proposal from the Board of Directors, Carmila's Annual General Meeting of 12 May 2022 approved the dividend of €1.00 per share for 2021. This dividend was paid in cash.

Carmila will recommend an annual payout of at least €1 per share, payable in cash, for dividends paid between 2023 and 2026, with a target payout ratio of 75% of recurring earnings.

5.6. Equity and share ownership

(in
thousands of euros)
Number of shares Share capital Issuance premium Merger premium
At 1 January 2022 145,898,168 875,389 568,973 1,417,013
Dividend – GM of 12 May 2022 - (143,556)
Cancellation of treasury shares (2,039,146) (12,235) (17,265)
Share option (9,980) (60) 60
At 30 June 2022 143,849,042 863,094 551,768 1,273,457

At 30 June 2022, the share capital was made up of 143,849,042 shares, each with a par value of six euros (€6), fully subscribed and paid up. The share capital comprises 143,704,395 class A shares and 144,647 class D shares.

Acting on a recommendation from the Board of Directors, Carmila's Annual General Meeting of 12 May 2022 approved the dividend of €1.00 per share for 2021, representing a total payout of €143,556 thousand deducted in full from the merger premium. This amount was paid in full in cash.

Under the share buyback programmes initiated by the Company on 16 February 2022 and 24 March 2022, 2,039,146 shares were bought back and subsequently cancelled on 13 May 2022, further to a decision by the Chair and Chief Executive Officer, acting on the authority of the Board of Directors, and resulting in a reduction in the share capital in an amount of €12,234,876.

In accordance with the terms and conditions of the plan dated 16 May 2019, vested C Shares entitle their holders to convert them into A Shares following a two-year mandatory holding period. This period came to an end on 16 May 2022, leading to the conversion of 139,306 class C shares into 129,326 class A shares. At the end of the 20-day creditors' objection period, on 9 June 2022 the Chair and Chief Executive Officer placed on record that the share conversion had been completed on 16 May 2022, along with the corresponding decrease in share capital. This capital decrease was charged against issuance premiums for €60 thousand.

Carmila SA's shares have been admitted to trading on compartment A of Euronext Paris since 1 January 2018.

6. Detailed presentation of Carmila's operating asset base at 30 June 2022

Name of centre, city Year of
construction
Year of
acquisition
Year of
renovation
Total
number of
units
Carmila Group
gross leasable
area (sq.m.)
Carmila Group
share per site
(%)
France
Aix en Provence 1971 2014 2015 40 8,422 24.1%
Amiens 1973 2014 2014 19 4,442 22.9%
Angers - Saint Serge 1969 2014 2015 28 7,172 34.4%
Angoulins 1973 2014 2015 34 4,833 23.0%
Annecy Brogny 1968 2014 2015 22 4,900 22.9%
Antibes 1973 2014 2014 33 4,829 22.1%
Athis Mons
Auch
1971 2014 2014 53 10,241 35.6%
Auchy-les-Mines 1976
1993
2014
2014
2014
2015
13
27
928
2,750
16.3%
26.2%
Auterive 2011 2014 - 19 6,674 36.8%
Bab 2 – Anglet 1967 2014 2017 129 27,057 58.9%
Barentin 1973 2016 - 17 7,424 19.0%
Bassens (Chambéry) 1969 2014 2014 20 2,757 18.2%
Bay 1 2004 2014 - 27 8,881 38.5%
Bay 2 2003 2014 - 105 20,870 53.7%
Bayeux Besneville 1974 2014 2014 9 597 11.0%
Beaucaire 1989 2014 2015 30 6,841 21.4%
Beaurains 2 2011 2014 - 10 4,372 52.7%
Beauvais 1969 2014 2016 16 3,986 59.8%
Berck-sur-Mer 1995 2014 2014 30 11,225 58.1%
Besançon - Chalezeule 1976 2014 2018 30 16,959 41.3%
Bourg-en-Bresse 1977 2014 2019 24 6,215 22.2%
Bourges 1969 2014 2016 51 8,984 36.7%
Brest Hyper 1969 2014 2014 48 17,683 67.7%
Calais – Beau Marais 1973 2014 2015 21 5,128 36.5%
Calais-Coquelles
Chambourcy
1995
1973
2014
2014
2019
2015
155
73
52,538
21,333
77.1%
43.5%
Champs-sur-Marne 1967 2014 2014 17 1,791 16.5%
Charleville-Mézières 1985 2014 2014 24 2,465 17.7%
Château Thierry 1972 2014 2015 9 660 8.8%
Châteauneuf-les-Martigues 1973 2014 2016 21 10,752 35.8%
Châteauroux 1969 2014 2014 24 6,976 20.3%
Cholet 1970 2014 2014 32 5,372 26.0%
Condé-sur-L'Escaut 1987 2014 2015 6 529 9.6%
Conde-sur-Sarthe 1972 2014 2014 32 9,425 34.3%
Crèches sur Saone 1981 2014 2015 59 19,096 48.9%
Denain 1979 2014 2016 7 617 6.0%
Dinan Quevert 1970 2016 - 19 3,269 36.4%
Douai Flers 1983 2014 2015 48 7,388 19.8%
Draguignan 1992 2014 2017 24 4,794 39.1%
Échirolles (Grenoble) 1969 2014 2014 32 4,768 20.1%
Épernay
Épinal
1970 2014 2016 10 1,064 45.8%
Étampes 1983
1983
2014
2014
2016
2015
23
3
20,227
875
37.5%
7.7%
Évreux 1974 2014 2017 78 37,811 70.4%
Feurs 1981 2014 2019 6 1,027 12.1%
Flers Saint-Georges-des-Groseillers 1998 2016 - 14 1,890 31.1%
Flins-sur-Seine 1973 2014 2014 21 6,593 12.6%
Fourmies 1985 2014 2016 14 1,905 16.1%
Francheville 1989 2014 2015 21 2,865 16.5%
Gennevilliers
Goussainville
Gruchet
Gueret
Hazebrouck
Year of
acquisition
Year of
renovation
Total
number of
units
Carmila Group
gross leasable
area (sq.m.)
Carmila Group
share per site
(%)
1976 2014 2015 18 2,431 14.1%
1989 2014 2015 24 3,349 38.1%
1974 2014 2015 29 11,837 38.2%
1987 2014 2019 14 3,418 18.4%
1983 2014 2014 13 1,304 8.4%
Herouville-St-Clair 1976 2014 2016 50 14,273 66.4%
La Chapelle St Luc 2012 2014 2015 45 21,799 56.5%
La Ciotat
La Roche-sur-Yon
1998
1973
2014
2014
2015
2015
12
14
588
1,377
5.1%
17.6%
Laon 1990 2014 2015 39 8,045 62.3%
Laval 1986 2014 - 43 7,707 27.7%
Le Mans 1968 2014 2014 21 1,923 11.9%
L'Haÿ-les-Roses 1981 2014 2016 14 577 2.8%
Libourne 1973 2014 2014 25 4,304 16.6%
Liévin 1973 2014 2014 22 3,111 7.4%
Limay 1998 2014 - 9 327 4.8%
Lorient 1981 2014 2014 33 12,424 66.4%
Mably
Mondeville
1972 2014 2017 29 31,085 33.6%
Montélimar 1995
1985
2014
2014
-
2016
5
6
2,401
7,689
6.5%
34.0%
Montereau 1970 2014 2015 11 876 10.7%
Montesson 1970 2014 - 64 13,263 34.1%
Montluçon 1988 2015 2016 36 3,600 71.3%
Nantes Beaujoire 1972 2014 2015 35 4,669 19.8%
Nanteuil-lès-Meaux (GM) 2014 2015 - 8 811 12.4%
Nevers-Marzy 1969 2014 2016 58 20,124 40.9%
Nice-Lingostière 1978 2014 2014 101 21,128 43.1%
Nîmes Sud 1969 2014 2015 18 2,962 14.4%
Orange
Orléans Place d'Arc
1988 2014 2014 36 5,262 28.4%
Ormesson 1988
1972
2014
2015
2018
2018
67
118
13,575
29,418
57.4%
30.2%
Paimpol 1964 2014 2016 14 2,656 18.6%
Pau Lescar 1973 2014 2017 76 11,984 38.2%
Perpignan Claira 1983 2014 2015 78 21,040 60.5%
Port de Bouc 1973 2014 2015 25 7,093 34.1%
Pré-Saint-Gervais 1979 2016 - 19 1,620 26.5%
Puget-sur-Argens 1991 2015 2017 51 4,639 31.9%
Quetigny 2014 2014 - 5 7,365 100.0%
Quimper-Le Kerdrezec 1978 2014 2016 40 8,586 27.6%
Reims-Cernay 1981 2014 2016 21 3,532 24.6%
Rennes Cesson
Rethel
1981
1994
2014
2016
2014
2017
78
18
13,500
3,397
48.1%
35.7%
Saint-Jean-de-Luz 1982 2014 2017 17 2,598 31.9%
Saint-Lô 1973 2016 2016 11 1,089 18.9%
Saint-Martin-au-Laërt 1991 2014 2016 9 858 15.0%
Salaise sur Sanne 1991 2014 2014 44 7,210 42.1%
Sallanches 1973 2014 2016 12 1,917 16.0%
Sannois 1992 2015 2015 33 4,099 27.4%
Saran-Orléans 1971 2014 2017 91 38,731 64.2%
Sartrouville
Segny
1977
1980
2014
2014
2014
2017
39
16
6,738
2,196
29.0%
30.0%
Name of centre, city Year of
construction
Year of
acquisition
Year of
renovation
Total
number of
units
Carmila Group
gross leasable
area (sq.m.)
Carmila Group
share per site
(%)
Sens Maillot 1970 2014 2016 9 1,848 20.4%
Sens Voulx 1972 2014 2016 9 599 5.7%
St André Les Vergers 1975 2014 2016 9 1,097 4.8%
St Brieuc - Langueux 1969 2014 2017 52 14,328 41.9%
St Egrève
Stains
1986
1972
2014
2014
2014
-
35
24
9,391
2,894
18.8%
17.4%
Tarnos 1989 2014 2014 27 4,108 29.2%
Thionville 1971 2016 - 157 30,248 46.7%
Tinqueux 1969 2014 2015 27 5,946 22.4%
Toulouse Labège
Toulouse Purpan
1983
1970
2014
2014
-
2015
129
49
24,117
16,286
56.5%
31.0%
Tournefeuille 1995 2014 - 20 5,702 39.4%
Trans-en-Provence 1976 2014 2016 28 3,923 32.1%
Uzès 1989 2014 2015 17 1,292 15.3%
Vannes - Le Fourchêne
Vaulx-en-Velin
1969
1988
2014
2014
2014
2016
69
44
9,001
6,606
37.7%
36.7%
Venette 1974 2014 2015 40 6,787 25.0%
Vénissieux 1966 2014 2016 25 4,477 12.3%
Villejuif 1988 2014 2015 33 4,118 9.8%
Vitrolles
Spain
1971 2018 - 85 24,405 42.9%
Albacete – Los Llanos 1989 2014 - 24 7,178 25.5%
Alcala de Henares 2007 2014 2016 20 1,667 17.3%
Alcobendas 1981 2014 2016 43 3,515 23.7%
Alfafar 1976 2014 2015 32 7,175 29.7%
Aljarafe
Almería
1998
1987
2018
2014
-
2014
42
21
12,011
1,024
35.8%
10.5%
Alzira 1991 2014 2017 18 7,712 18.3%
Antequera 2004 2018 2017 56 13,436 65.7%
Azabache 1977 2014 2016 31 5,839 24.4%
Cabrera de Mar
Caceres
1979 2014 2014 26 14,240 17.9%
Cartagena 1998
1998
2014
2014
2015
2016
13
15
1,559
1,119
11.7%
14.5%
Castellón 1985 2014 2015 21 2,681 10.3%
Ciudad de la Imagen 1995 2014 2016 22 2,008 14.2%
Córdoba - Zahira 1977 2014 2019 15 957 7.4%
Dos Hermanas (Seville)
El Alisal
1993
2004
2014
2014
2017
2016
17
35
1,411
15,120
13.4%
52.5%
El Mirador 1997 2016 - 42 9,845 50.4%
El Paseo 1977 2018 - 53 10,454 53.5%
El Pinar 1981 2014 2014 22 4,341 14.0%
Elche
Fan Mallorca
1983
2016
2014
2016
2015
2016
18
104
10,134
38,141
18.9%
75.0%
Finestrat - Benidorm 1989 2014 2016 23 2,223 17.0%
Gandía 1994 2014 2015 19 2,040 13.3%
Gran Via de Hortaleza 1992 2018 - 66 6,150 27.2%
Granada
Huelva
1999
2013
2014
2014
2015
2013
26
93
2,714
34,048
16.5%
78.3%
Jerez de la Frontera – Norte 1997 2014 2017 42 6,899 37.5%
Jerez de la Frontera, Cádiz – Sur 1989 2014 2016 37 6,813 22.1%
La Granadilla 1990 2014 2014 14 1,029 7.0%
La Línea de la Concepción, Cádiz – Gran Sur
La Sierra
1997
1994
2014
2018
2016
-
40
70
9,079
17,611
38.0%
26.0%
Leon 1990 2014 2016 17 2,473 20.3%
Lérida 1986 2014 2014 11 512 8.8%
Los Angeles 1992 2014 2016 39 6,733 30.6%
Year of
construction
Year of
acquisition
Year of
renovation
Total
number of
units
Carmila Group
gross leasable
area (sq.m.)
Carmila Group
share per site
(%)
Los Barrios Algeciras 1980 2014 2015 25 2,353 17.2%
Lucena 2002 2014 2016 13 1,394 13.8%
Lugo
Málaga – Alameda II
1993
1987
2014
2014
2017
2016
18
31
2,022
8,839
11.1%
37.6%
Málaga – Los Patios
1975 2014 2018 39 6,624 27.5%
Málaga – Rosaleda 1993 2022 - 73 15,528 28.0%
Manresa
Merida
1991
1992
2018
2014
-
2017
28
18
2,301
2,601
13.1%
12.9%
Montigala 1991 2016 2018 55 10,664 43.7%
Mostoles 1992 2014 2016 22 3,291 20.1%
Murcia - Atalayas 1993 2016 - 44 11,296 45.1%
Murcia - Zaraiche 1985 2014 2014 23 2,566 14.1%
Oiartzun 1979 2014 2014 12 721 5.5%
Orense 1995 2014 2016 17 4,131 17.1%
Palma 1977 2014 2014 20 579 5.9%
Paterna 1979 2014 2016 18 1,679 9.2%
Peñacastillo 1992 2014 2014 50 10,196 42.0%
Petrer 1991 2014 2016 27 4,329 23.4%
Plasencia 1998 2014 - 12 1,299 13.1%
Pontevedra 1995 2014 2014 16 1,681 13.0%
Reus
Rivas
1991
1997
2014
2014
2014
2016
23
22
2,933
2,158
21.2%
21.5%
Sagunto 1989 2014 - 10 968 11.9%
Salamanca 1989 2014 2016 13 795 7.6%
San Juan 1977 2018 - 31 7,266 24.5%
San Juan de Aznalfarache, Seville 1985 2014 2015 34 4,982 25.0%
San Sebastián de los Reyes 2004 2014 2016 19 2,336 12.7%
Sestao 1994 2014 2016 17 1,317 48.8%
Sevilla - Macarena 1993 2014 2016 23 1,882 14.6%
Sevilla - Montequinto 1999 2014 2016 14 9,995 21.6%
Sevilla – San Pablo 1979 2014 2014 29 3,273 20.4%
Talavera – Los Alfares 2005 2014 2016 56 20,482 75.0%
Tarragona 1975 2014 2017 16 3,420 11.4%
Tarrasa 1978 2018 - 34 7,502 31.6%
Torrelavega 1996 2014 2016 14 2,147 18.2%
Torrevieja 1994 2014 2014 17 1,700 11.5%
Valencia - Campanar 1988 2014 2016 29 3,088 16.7%
Valladolid 1981 2014 2017 22 3,615 17.5%
Valladolid II 1995 2014 2017 17 3,551 21.5%
Valverde Badajoz 1996 2014 2015 25 3,287 23.6%
Villanueva 1995 2014 2016 9 687 10.2%
Villareal de los Infantes 1995 2014 2016 13 939 10.3%
Zaragoza
As Cancelas wholly-owned (50% of assets
held, based on the equity method)
1989
2012
2014
2014
2015
2012
19
119
4,301
25,131
23.4%
-
Italy
Assago 1988 2015 2019 2 2,380 5.0%
Burolo 1996 2014 2016 10 946 10.9%
Gran Giussano 1997 2014 2016 49 9,338 47.4%
Limbiate 2006 2015 - 1 1,923 4.4%
Massa 1995 2014 2016 44 8,231 45.9%
Nichelino 2017 2017 2017 65 29,194 62.2%
Paderno Dugnano 1975 2014 2022 73 15,322 47.6%
Thiene 1992 2014 2015 39 5,973 44.7%
Turin 1989 2014 2014 12 1,186 12.7%
1987 2014

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2022

Carmila – 2022 Half-year financial report, including condensed consolidated financial statements 45

Contents

1. CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022 48
1.1. Consolidated statement of comprehensive income 48
1.2. Consolidated statement of financial position 49
1.3. Consolidated statement of cash flows 50
1.4. Consolidated statement of changes in shareholders' equity 51
2. SIGNIFICANT EVENTS OF FIRST-HALF 2022 52
2.1. Investments 53
2.2. Disposals 53
2.3. Dividend 53
3. SIGNIFICANT ACCOUNTING POLICIES 54
3.1. Presentation of the Group 54
3.2. Shareholding, stock market listing and strategic partnership 54
3.3. Accounting standards 55
3.4. Principal estimates and judgements by management 55
3.5. Other principles applied in presenting the consolidated financial statements 56
4. CONSOLIDATION SCOPE AND METHODS 56
4.1. Consolidation scope and methods 56
4.2. Main events in first-half 2022 57
4.3. Description of the main partnerships 57
5. SEGMENT REPORTING 58
5.1. Definition of operating segments and indicators used 58
5.2. Operating income by operating segment 58
5.3. Breakdown of investment properties by operating segment 58
5.4. Breakdown of capital expenditure by operating segment 59
6. INVESTMENT PROPERTIES 59
6.1. Details of investment properties carried at fair value and at cost 62
6.2. Valuation assumptions and sensitivity analysis 63
6.3. Investment properties held for sale 64
7. FINANCING AND FINANCIAL INSTRUMENTS 65
7.1. Net financial expense 66
7.2. Current and non-current financial liabilities 67
7.3. Management of financial risks and hedging strategy 70
8. BREAKDOWN OF OTHER STATEMENT OF FINANCIAL POSITION ITEMS 72
8.1. Intangible assets 72
8.2. Property, plant and equipment 72
8.3. Investments in equity-accounted companies 73
8.4. Other non-current assets 73
8.5. Trade receivables 74
8.6. Other current assets 75
8.7. Net cash 76
8.8. Equity 76
8.9. Provisions 77
8.10. Trade and payables to suppliers of non-current assets 78
8.11. Other current liabilities 78
9. BREAKDOWN OF STATEMENT OF INCOME ITEMS 79
9.1. Net rental income 79
9.2. Overhead expenses 81
9.3. Depreciation, amortisation, provisions and impairment 83
9.4. Gains and losses on disposals of investment properties and equity investments sold 83
10. INCOME TAX 84
10.1. Income tax benefit 85
10.2. Tax reconciliation 86
10.3. Current tax assets and liabilities 87
10.4. Deferred tax assets and liabilities 87
11. OFF-BALANCE SHEET COMMITMENTS AND ASSOCIATED RISKS 87
11.1. Contingent liabilities 88
11.2. Commitments received 88
11.3. Commitments given 88
11.4. Reciprocal commitments 89
12. RELATED-PARTY TRANSACTIONS 90
13. COMPENSATION AND EMPLOYEE BENEFITS 91
13.1. Payroll expenses 91
13.2. Headcount 91
13.3. Employee benefits 91
14. ADDITIONAL INFORMATION 92
14.1. Subsequent events 92
15. LIST OF CONSOLIDATED COMPANIES 93

1. CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

1.1. Consolidated statement of comprehensive income

CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED
1.1. Consolidated statement of comprehensive income
(in thousands of euros) Note First-half 2022 First-half 2021
Gross rental income 182,806 172,866
Charges rebilled to tenants 54,671 49,260
Total income from rental activity 237,477 222,126
Real estate expenses (24,894) (23,276)
Rental charges (39,116) (37,199)
Property expenses (landlord) (1,248) (33,706)
Net rental income 9.1 172,219 127,945
Overhead expenses 9.2 (23,909) (24,428)
Income from property management, administration and other activities 5,247 5,592
Other income
Payroll expenses
2,360
(13,385)
765
(13,665)
Other external expenses (18,131) (17,120)
Additions to depreciation and amortisation of property, plant and
equipment and intangible assets, and provisions
9.3 (124) (884)
Other operating income and expenses (238) 83
Gains and losses on disposals of investment properties and equity investments 9.4 (2,888) 78
Change in fair value adjustments 6.2 52,675 (42,712)
Share in net income (loss) of equity-accounted companies
Operating income
8.3 (1,011)
196,724
1,467
61,549
Financial income 653 423
Financial expenses
Cost of net debt
(30,854)
(30,201)
(31,074)
(30,651)
Other financial income and expenses (7,017) (9,171)
Net financial expense 7.1 (37,218) (39,822)
Income before taxes 159,506 21,727
Income tax 10.1 (2,611) (2,882)
Consolidated net income 156,895 18,845
Attributable to owners of the parent 156,626 18,759
Non-controlling interests 269 85
Average number of shares comprising Carmila's share capital
Earnings per share (attributable to owners) (in euros)
8.8.4 144,936,550
1.08
142,490,436
0.13
Diluted average number of shares comprising Carmila's share capital
Diluted earnings per share (attributable to owners) (in euros)
8.8.4 145,204,340
1.08
142,737,623
0.13
Consolidated statement of comprehensive income
(in thousands of euros)
Note First-half 2022 First-half 2021
Consolidated net income 156,895 18,845
Consolidated statement of comprehensive income
Note
(in thousands of euros)
First-half 2022 First-half 2021
Consolidated net income 156,895 18,845
Items that will be reclassified subsequently to net income 51,081 11,552
Effective portion of cash flow hedges 51,081 11,552
Fair value of other financial assets -
Related income tax - -
Items that will not be reclassified subsequently to net income - -
Actuarial gains and losses on defined benefit plans - -
Related income tax - -
Total comprehensive income 207,976 30,397

1.2. Consolidated statement of financial position

ASSETS

1.2. Consolidated statement of financial position
ASSETS
(in thousands of euros) Note 30 June 2022 31 Dec. 2021
Intangible assets 8.1 3,705 4,664
Property, plant and equipment 8.2 3,275 3,369
Investment properties carried at fair value 6.1 5,801,886 5,846,327
Investment properties carried at cost 6.1 27,674 33,213
Investments in equity-accounted companies 8.3 64,041 50,309
Other non-current assets 8.4 17,432 19,539
Deferred tax assets 10.4 9,856 9,855
Non-current assets 5,927,869 5,967,275
Trade receivables 8.5 116,442 75,489
Other current assets 8.6 127,687 90,439
Cash and cash equivalents 8.7 234,142 238,268
Current assets 478,271 404,196
Total assets 6,406,140 6,371,471

EQUITY AND LIABILITIES

Investment properties carried at cost 6.1 27,674 33,213
Investments in equity-accounted companies 8.3 64,041 50,309
Other non-current assets 8.4 17,432 19,539
Deferred tax assets 10.4 9,856 9,855
Trade receivables 8.5 116,442 75,489
Other current assets 8.6 127,687 90,439
Cash and cash equivalents 8.7 234,142 238,268
EQUITY AND LIABILITIES
(in thousands of euros) Note 30 June 2022 31 Dec. 2021
Share capital 863,094 875,389
Additional paid-in capital 1,825,226 1,985,986
Treasury shares (2,352) (2,351)
Other comprehensive income 22,612 (28,469)
Consolidated retained earnings 544,958 352,177
Consolidated net income 156,626 192,121
Equity attributable to owners 3,410,163 3,374,853
Non-controlling interests 5,905 5,776
Total equity 8.8 3,416,068 3,380,629
Non-current provisions 8.9 7,474 6,867
Non-current financial liabilities 7.2 2,384,540 2,384,895
Lease deposits and guarantees 80,315 79,812
Non-current tax and deferred tax liabilities 10.3 & 10.4 141,796 139,445
Other non-current liabilities - 2
Non-current liabilities 2,614,125 2,611,021
Current financial liabilities 7.2 171,360 228,071
Bank facilities 7.2 & 8.7 35 82
Current provisions 84 1,039
Trade payables 8.10 20,847 20,984
Payables to suppliers of non-current assets 8.10 10,405 22,067
Accrued tax and payroll liabilities 8.11 81,108 54,179
Other current liabilities 8.11 92,108 53,399
Current liabilities 375,947 379,821
6,406,140 6,371,471

1.3. Consolidated statement of cash flows

1.3. Consolidated statement of cash flows
Note First-half 2022 First-half 2021
(in thousands of euros)
Consolidated net income 156,895 18,845
Elimination of income from equity-accounted companies 8.3 1,011 (1,467)
Elimination of depreciation, amortisation and provisions 4,428 2,444
Elimination of fair value adjustments 6.1 & 7.2.1 (47,909) 45,688
Elimination of capital gains and losses on disposals
Other non-cash income and expenses
2,888
1,145
(1,723)
7,422
Cash flow from operations after cost of net debt and tax 118,458 71,209
Elimination of tax expense (income) 10.1 2,611 2,882
Elimination of cost of net debt 30,201 30,650
Cash flow from operations before cost of net debt and tax 151,270 104,741
Change in operating working capital 26,268 (21,961)
Change in lease deposits and guarantees 27 1,510
Income tax paid 3,432 (775)
Net cash from operating activities 180,997 83,515
Change in payables on non-current assets (13,120) (77,667)
Acquisitions of investment properties 6.1 (44,973) (38,220)
Acquisitions of other non-current assets (15,295) (675)
Change in loans and advances (2,215) (4,755)
Disposal of investment properties and other non-current assets 143,662 8,034
Dividends received 1,217 820
Net cash used in investing activities 69,276 (112,463)
Corporate actions 8.8 (29,500) -
Net sale (purchase) of treasury shares
Issuance of bonds
(1)
-
(240)
300,000
Increase in bank loans 7.2 - 250,000
Loan repayments 7.2 (55,063) (524,671)
Change in marketable securities included in other current receivables (155) 118
Interest paid (26,590) (22,128)
Interest received 653 423
Dividends and share premiums distributed to shareholders (143,696) (94,338)
Net cash from (used in) financing activities (254,352) (90,836)
Net change in cash and cash equivalents (4,079) (119,784)
Cash and cash equivalents at start of period 238,186 311,329
234,107 191,545

1.4. Consolidated statement of changes in shareholders' equity

1.4.
Consolidated statement of changes in shareholders' equity
Note
Share capital
Additional paid Treasury shares Other Consolidated Consolidated net Equity Non-controlling
(in thousands of euros) in capital comprehensive
income
retained earnings income attributable to
owners
interests Total equity
Balance at 31 December 2021 875,389 1,985,986 (2,351) (28,469) 352,177 192,121 3,374,854 5,776 3,380,630
Corporate actions 8.8
(12,295)
(17,204) (29,499) (29,499)
- - -
Share-based payments 13.3.2
-
(1) 659 658 658
Treasury share transactions 8.8.3 (143,556) (140) (143,696)
Dividend paid 2.3 (143,556)
Appropriation of 2021 net income 192,121 (192,121)
Net income for the period 156,626 156,626 269 156,895
Other comprehensive income reclassified to income 7.4 2,488 2,488 2,488
Change in fair value of other financial assets - -
Change in fair value of hedging instruments 7.4 48,593 48,593 48,593
Actuarial gains and losses on retirement benefits
Other comprehensive income
13.3.1 -
51,081
-
51,081
-
51,081
Other changes

2. SIGNIFICANT EVENTS OF FIRST-HALF 2022

After a year defined by the health crisis in 2021, the first six months of 2022 saw a gradual return to normal rental activity and financial performance. Carmila's shopping centres remained open throughout the entire period, in contrast to first-half 2021, when they were closed for an average of 2.2 months due to government-ordered closures and lockdowns.

Carmila continued to see good leasing momentum, with 517 leases signed in first-half 2022 in line with the portfolio's rental values.

Net rental income for first-half 2022 was up 34.6% to €172.2 million, mainly due to the absence of major health measures in the period and to organic rental income growth of 4.8%, including a 3.0% positive indexation effect.

Of the total rent invoiced in the first half of 2022, 95.4% has been collected.

The value of the asset portfolio (including transfer taxes) stood at €6.2 billion at 30 June 2022. Exit capitalisation rates increased over the period, with an overall rate (net potential yield – NPY) of 6.26% at 30 June 2022. On a like-for-like basis, the value of the portfolio rose 1.1% versus 31 December 2021.

2.1. Investments

On 24 May 2022, Carmila announced the acquisition of Rosaleda, a shopping centre located in Malaga, Southern Spain, for €24.3 million including transfer taxes.

The centre, which is made up of 73 stores adjoining a Carrefour hypermarket, has a gross leasable area of 15,500 sq.m. and includes two larger stores (Decathlon and Lefties, an Inditex group fashion banner). With 5.8 million visitors each year, it benefits from a clear leading position in its catchment area, a leisure complex with a cinema and strong footfall. The purchase price offers Carmila significant scope for value creation.

2.2. Disposals

On 30 June 2022, Carmila completed the sale of a portfolio of six assets located in France to a joint venture set up with Batipart and ATLAND Voisin.

The portfolio consists of six assets, all of which are located in France: Mondevillage, Meylan, Mont St Aignan, Nantes St Herblain, Rambouillet and St Jean de Vedas. The sale price of the portfolio is €150 million, including transfer taxes, in line with end-2021 appraisal values.

Carmila has retained a 20% minority stake in the joint venture and will continue to provide leasing and property services for the portfolio of assets. This minority stake has been accounted for using the equity method in the consolidated financial statements at 30 June 2022.

The transaction forms part of the target €200-million asset rotation programme for 2022 and 2023, announced at Carmila's Capital Markets Day in December 2021.

2.3. Dividend

Acting on a proposal from the Board of Directors, Carmila's Annual General Meeting of 12 May 2022 approved the dividend of €1.00 per share for 2021. This dividend was paid in cash.

The total cash dividend paid to shareholders represented around €144 million and was paid on 25 May 2022.

3. SIGNIFICANT ACCOUNTING POLICIES

These interim consolidated financial statements were prepared in accordance with IAS 34 – Interim Financial Reporting, and should be read in conjunction with the consolidated financial statements for the year ended 31 December 2021, as contained in the Universal Registration Document filed by the Group with the French financial markets authority (Autorité des marchés financiers – AMF) on 6 April 2022. The interim consolidated financial statements do, however, include a series of explanatory notes detailing significant transactions and events that allow readers to identify the changes in the Group's financial position and performance since the most recent annual consolidated financial statements.

Unless otherwise stated in the standards and amendments applicable for the first time in the period, the significant accounting policies used to prepare these condensed interim consolidated financial statements are the same as those used to prepare the consolidated financial statements for the year ended 31 December 2021. Only accounting principles and methods applied to the most significant indicators are described in this document.

These interim financial statements for the six months ended 30 June 2022 were prepared under the responsibility of the Board of Directors, which approved and authorised them for issue on 27 July 2022.

3.1. Presentation of the Group

The corporate purpose of the Carmila Group ("the Group" or "the Carmila Group") is to enhance the value of shopping centres adjoining Carrefour hypermarkets located in France, Spain and Italy.

At 30 June 2022, the Group employed 228 people, with 148 in France, 64 in Spain and 16 in Italy (not including apprentices). The Group owns a portfolio of 208 shopping centres and retail parks, mainly as a result of transactions carried out in 2014. In April 2014, Carmila acquired 126 sites in France, Spain and Italy from the Klépierre group and later in the year six shopping centres in France from Unibail-Rodamco. The same year, the Group received a contribution from the Carrefour group comprising 47 sites in France, along with various premises and an equity investment in Spain.

Carmila SA ("the Company"), which is the Group's parent company, is a real estate investment trust (SIIC) under French law. Its registered office is located at 58, Avenue Émile Zola, 92100 Boulogne-Billancourt in France.

Initially, the company Carmila SAS was incorporated by Carrefour SA on 4 December 2013 for the sole purpose of the operations described above, which took place in 2014. On 12 June 2017, the Company merged with Cardety SA, a listed company in Paris, and was renamed Carmila SA following the merger. Since that date, the Group's consolidated financial statements reflect this reverse acquisition.

3.2. Shareholding, stock market listing and strategic partnership

Carmila's share capital is held by several of its longterm partners. At 30 June 2022, its largest shareholder is the Carrefour group, which holds 36.0% of Carmila's share capital and includes Carmila in its financial statements using the equity method. Carrefour is developing a strategic partnership with Carmila, aimed at revitalising and transforming shopping centres adjoining its hypermarkets in France, Spain and Italy. The remaining 64.0% of the share capital is mainly owned by long-term investors from major insurance companies or blue-chip financial players, including Predica (9.8% of Carmila's share capital), Cardif Assurance Vie (9.0%) and Sogecap (5.7%).

Carmila SA's shares have been admitted to trading on compartment A of Euronext Paris since 1 January 2018.

3.3. Accounting standards

IFRS standards applied

The Carmila Group's consolidated financial statements at 30 June 2022 have been prepared in accordance with the International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB) as adopted by the European Union at 30 June 2022, comprising the IFRS, the International Accounting Standards (IAS), as well as their interpretations (SIC and IFRS-IC).

The European Union has adopted the following standards, interpretations and amendments, which are effective from 1 January 2022:

  • Amendments to IFRS 3 Reference to the Conceptual Framework;
  • Amendments to IAS 37 Onerous Contracts;
  • Amendments to IAS 16 Proceeds before Intended Use;
  • IFRIC March 2021 agenda decision Configuration or Customisation Costs in a Cloud Computing Arrangement (IAS 38);
  • IFRIC November 2021 agenda decision Economic Benefits from Use of a Windfarm;
  • IFRIC February 2022 agenda decision TLTRO III Transactions;
  • IFRIC March 2022 agenda decision Demand Deposits with Restrictions on Use;
  • IFRIC April 2022 agenda decision Principal versus Agent: Software Reseller.

These amendments did not have a material impact on the consolidated financial statements at 30 June 2022.

No standards were adopted by the Group ahead of their effective date.

3.4. Principal estimates and judgements by management

Preparation of the consolidated financial statements involves the use of judgement, estimates and assumptions by Group management. These may affect the carrying amount of certain assets and liabilities, income and expenses, as well as information provided in the notes to the financial statements. Group management reviews its estimates and assumptions regularly in order to ensure their relevance in light of past experience and the current economic situation. Depending on changes in these assumptions, items appearing in future financial statements may be different from current estimates.

The main judgements and estimates used by management to prepare the financial statements relate to:

  • measurement of the fair value of investment property (see Note 6 "Investment properties"). The Group has its property assets appraised every six months by independent appraisers according to the methods described in Note 6. The appraisers use assumptions for future cash flows and rates which have a direct impact on property values;

  • measurement of financial instruments. The Group measures the fair value of the financial instruments that it uses in accordance with standard models and market practices and with IFRS 13;

  • provisions for contingencies and charges and other provisions related to operations (see Note 8.9 "Provisions");
  • the assumptions used to calculate and recognise deferred taxes (see Note 10 "Income tax");
  • The costs of Carmila CSR commitments are included in maintenance CAPEX which is reflected in the fair value of investment property.

3.5. Other principles applied in presenting the consolidated financial statements

Translation of foreign companies' financial statements

The Group's financial statements are presented in thousands of euros, unless otherwise specified. Rounding differences may give rise to minor differences between statements.

An entity's functional currency is the main currency in which it conducts its business. All entities within the Group's scope of consolidation are in the eurozone and use the euro as their functional currency.

Translation of foreign currency transactions

When a Group entity carries out transactions in a currency other than its functional currency, they are initially translated at the rate prevailing on the date of the transaction. At the end of the reporting period, monetary financial assets and liabilities denominated in foreign currencies are translated into euros at the closing rate of the currency concerned, with any foreign exchange gains or losses taken to income.

Transactions eliminated from the consolidated financial statements

Items recorded on the statement of financial position and income or expenses resulting from intra-Group

4. CONSOLIDATION SCOPE AND METHODS

4.1. Consolidation scope and methods

Consolidation methods

Determination of control

The consolidation method is determined in accordance with the control exercised, as defined by IFRS 10 – Consolidated Financial Statements.

Exclusive control: fully consolidated

Subsidiaries are companies controlled by the Group. An investor controls an entity when it exercises power over the entity's relevant activities, is exposed or entitled to variable returns from its involvement with the entity, and has the ability to use its power to affect the amount of its returns. The Group has power over an entity when its existing rights give it the current ability to direct the relevant activities, i.e., activities that significantly affect the entity's returns. The financial statements of subsidiaries are included in the consolidated financial statements from the date of effective transfer of control up until such time as that control ceases to exist.

transactions are eliminated when preparing the consolidated financial statements.

Classification in the statement of financial position

Assets expected to be realised, consumed or sold over the normal operating cycle or in the 12 months following the end of the financial period are classified as "current assets", as are assets held for sale and cash and cash equivalents. All other assets are classified as "non-current assets".

Liabilities which the Group expects to settle over the normal operating cycle or in the 12 months following the end of the financial period are classified as "current liabilities".

The Group's normal operating cycle is 12 months.

Deferred taxes are always shown as non-current assets or liabilities.

Classification in the statement of income

The Group has opted to present its proportionate share in the earnings of its equity-accounted companies within operating income, as the business of these companies is similar to that of the Group.

Joint control and significant influence: equity method

Joint control means the contractually-agreed sharing of control over an entity, which exists only where decisions about the relevant activities require the unanimous consent of the parties sharing control. In accordance with IFRS 11 – Joint Arrangements, interests in partnerships can be classified as either joint operations or joint ventures.

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement (i.e., joint operators) have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint operations entail the recognition by each joint operator of the assets over which it has rights, liabilities for which it has obligations, and income and expenses related to its interest in the joint operation. Carmila has no joint operations.

Joint ventures are arrangements whereby the parties (i.e., joint venturers) only have rights over the joint venture's net assets. Joint ventures are accounted for by the equity method.

Significant influence is presumed to exist when the percentage of voting rights held is 20% or more. All equity interests, regardless of the percentage held, are analysed to determine whether the Company exerts a significant influence.

The Group's investments in associates and joint ventures are initially recognised at cost, plus or minus any changes in the percentage of the net assets of the associate after the acquisition. Goodwill related to an associate is included as part of the carrying amount of the investment.

For jointly controlled companies or companies over which the Group has significant influence, the share of income for the period is shown within "Share in net income of associates". On the statement of financial position, these equity investments are presented within "Investments in associates".

The financial statements of associates cover the same period as that of the Group, and are adjusted, where

4.2. Main events in first-half 2022

On 30 June 2022, Carmila completed the sale of a portfolio of six assets located in France to a joint venture set up with Batipart and ATLAND Voisin. Carmila has retained a 20% minority stake in the joint venture and will continue to provide leasing

4.3. Description of the main partnerships

AS Cancelas – Spain

The shares and voting rights in the Spanish company As Cancelas are held equally by Carmila and its partner, Grupo Realia. All resolutions are adopted by a 50.0% majority.

Property management, marketing and management of the centre are handled by the Group, with administration provided by Grupo Realia. Carmila considers this to be joint control, and the company is therefore accounted for using the equity method.

appropriate, to ensure compliance with the Group's accounting policies.

Information on equity investments in associates is presented pursuant to IFRS 12 – Disclosure of Interests in Other Entities.

Business combinations/acquisitions of assets

To determine whether a transaction is a business combination, the Group considers, in particular, whether a portfolio of activities is acquired in addition to the real estate assets. If securities are purchased in a company whose sole purpose is the holding of investment property, and in the absence of any other ancillary services (asset-related contracts, personnel, know-how), the acquisition is recognised as an acquisition of assets in accordance with paragraph 2(b) of IFRS 3 – Business Combinations.

and property services for the portfolio of assets. This minority stake has been accounted for using the equity method in the consolidated financial statements at 30 June 2022 for an amount of €12.7 million.

Magnirayas – France

Carmila holds 20% of the shares and voting rights of the French company Magnirayas. The other partners are Batipart and Atlan Voisin. Most resolutions are adopted by a 50.0% majority. Some decisions require unanimity of the members of the Strategy Committee Unanimous decisions grant protective rights to Carmila without giving it the power to direct or co-direct the relevant activities. This provision does not in any way confer sole control over any decision regarding the relevant activities. Most decisions concern fundamental changes to Magnirayas.

Carmila will continue to provide property management and leasing services, while Batipart will be responsible for portfolio management. As Carmila considers that this gives it significant influence, the company is therefore accounted for using the equity method.

5. SEGMENT REPORTING

5.1. Definition of operating segments and indicators used

The Group's Executive Committee has been identified as the "chief operating decision-maker" pursuant to IFRS 8 – Operating Segments. The operating segments that have been identified by the Executive Committee are the three countries in which the Group operates:

  • France;
  • Spain;
  • Italy.

  • gross rental income;

  • net rental income by operating segment;
  • recurring and non-recurring operating income.

investment properties and adjusted for non-recurring income and expenses such as:

  • gains and losses on disposals of investment properties;
  • any other non-recurring income or expense.

5.2. Operating income by operating segment

the Group operates:

any
other non-recurring income or
expense.

France;
Overhead expenses for each segment represent the

Spain;

Italy.
expenses directly incurred by
that
segment. Shared overhead expenses that are borne
operating
The Group uses the following indicators to measure its by the France segment are rebilled to the other
performance and activity: operating segments on a pro rata basis depending

gross rental income;
on the services rendered.

net
rental
income
by
operating
The Executive Committee also reviews changes in the
segment; fair value of investment properties by segment when

recurring and non-recurring operating
this information is available (twice per year).
income. Over the two periods presented, no individual tenant
The Group defines recurring operating income as income. represented more than 5% of the Group's gross rental
operating income before changes in the fair value of
5.2. Operating income by operating segment
France
First-half 2022
First-half 2021 Spain
First-half 2022
First-half 2021 Italy
First-half 2022
First-half 2021 TOTAL
First-half 2022
First-half 2021
(in thousands of euros)
Gross rental income
Real estate expenses
125,533
(2,623)
117,948
(3,926)
45,767
(1,601)
43,978
(1,612)
11,506
(453)
10,940
(446)
182,806
(4,677)
172,866
(5,984)
Non-recoverable service charges (2,651) (3,427) (1,798) (1,545) (213) (259) (4,662) (5,231)
Property expenses (landlord) (2,429) (22,608) 1,466 (9,706) (285) (1,392) (1,248) (33,706)
Net rental income 117,830 87,987 43,834 31,115 10,555 8,843 172,219 127,945
Overhead expenses
Income from property management, administration and other activities
(17,032)
4,266
(18,010)
4,739
(5,669)
649
(5,049)
490
(1,208)
332
(1,369)
363
(23,909)
5,247
(24,428)
5,592
Other income 2,231 702 9 5 120 58 2,360 765
Payroll expenses (10,216) (10,838) (2,489) (2,180) (680) (647) (13,385) (13,665)
Other external expenses (13,313) (12,613) (3,838) (3,364) (980) (1,143) (18,131) (17,120)
Other income from operations
Additions to depreciation, amortisation and provisions for investment properties
-
(10)
-
(24)
-
-
-
-
-
-
-
(1)
-
(10)
-
(25)
Additions to depreciation, amortisation and provisions for property, plant and equipment and intangible assets (469) (430) 22 (86) (43) 278 (490) (238)
Reversals from/additions to provisions for contingencies and charges and current assets (232) (575) 655 (78) (47) 32 376 (621)
Additions to depreciation and amortisation of property, plant and equipment and intangible assets, and provisions (711) (1,029) 677 (164) (90) 309 (124) (884)
Other recurring operating income and expense 130 101 (162) (18) - - (32) 83
Operating income – current
Gains and losses on disposals of investment properties and equity investments sold
100,217
(2,888)
69,049
78
38,680
-
25,884
-
9,257
-
7,783
-
148,154
(2,888)
102,716
78
Gains and losses on disposals of property, plant and equipment and intangible assets (206) - - - - - (206)
Change in fair value adjustments
Share of net income (loss) in equity-accounted companies – non‑recurring
25,132
(3,211)
(43,760)
-
27,421
2,217
964
1,464
122
(17)
84
3
52,675
(1,011)
(42,712)
1,467

5.3. Breakdown of investment properties by operating segment

The value of investment properties by country is presented separately whether it relates to assets at fair value or assets at cost.

(in thousands of euros) 30 June 2022 31 Dec. 2021
Investment properties carried at fair value 5,801,886 5,846,327
France 4,123,040 4,224,326
Spain 1,330,504 1,274,065
Italy 348,342 347,936
Investment properties carried at cost 27,674 33,213
France
Spain
25,894
119
32,645
-
Italy 1,661 568
TOTAL 5,829,560 5,879,540
At 30 June 2022, in terms of asset value, 71.1% of the
Group's investment properties were located in
France (compared to 72.3% at 31 December 2021),
5.4. Breakdown of capital expenditure by operating segment
22.9% in
from 31 December 2021).
Spain (compared
31 December 2021) and 6.0% in Italy (unchanged
to 21.8%
at
Spending on investment properties broken down by
country is disclosed separately
for acquisitions,
France
Spain the portfolio on a like-for-like basis. developments and extensions, or for investments in
Italy
TOTAL
(in thousands of euros) 30 June 2022 30 June 2021 30 June 2022 30 June 2021 30 June 2022 30 June 2021 30 June 2022 30 June 2021
Like-for-like capital expenditure 2,289
13,800
18,189
16,861
24,287
3,479
0
2,844
0
1,118
0
326
26,576
18,397
18,189
20,031

5.4. Breakdown of capital expenditure by operating segment

At 30 June 2022, in terms of asset value, 71.1% of the
Group's investment properties were located in
France (compared to 72.3% at 31 December 2021),
22.9% in
Spain
31 December 2021) and 6.0% in Italy (unchanged
from 31 December 2021).
(compared to 21.8%
at
5.4. Breakdown of capital expenditure by operating segment
Spending on investment properties broken down by
country is disclosed separately
for acquisitions, developments and extensions, or for investments in
the portfolio on a like-for-like basis.
France Spain Italy TOTAL
(in thousands of euros) 30 June 2022 30 June 2021 30 June 2022 30 June 2021 30 June 2022 30 June 2021 30 June 2022 30 June 2021
Acquisitions
Like-for-like capital expenditure
Extensions
Restructuring
Lease incentives
Renovations
Maintenance Capex
2,289
13,800
1,727
5,315
3,297
1,889
1,572
18,189
16,861
2,644
7,665
1,786
361
4,405
24,287
3,479
0
0
2,077
580
822
0
2,844
0
0
2,173
12
659
0
1,118
1,097
0
0
3
18
0
326
156
0
0
159
11
26,576
18,397
2,824
5,315
5,374
2,472
2,412
18,189
20,031
2,800
7,665
3,959
532
5,075

"Extensions" primarily concerns a project to establish operations in Toulouse Purpan for €1.2 million.

"Restructuring" mainly concerns the Cité Europe shopping centre in Calais-Coquelles (€1.1 million) and the shopping centre in Flins (€1.3 million).

Like-for-like capital expenditure chiefly relates to assets being redeveloped where renovation and modernisation works are being carried out and existing parts of centres are upgraded in order to optimise value creation. This caption includes numerous operations in France, the most significant of which are Laval (€1.1 million), Ormesson (€0.3 million) and Grenoble Echirolles (€0.3 million). Like-for-like capital expenditure also includes rent relief granted to tenants.

6. INVESTMENT PROPERTIES

Accounting policies

Method adopted: fair value

An investment property is a property that is held for the purpose of earning rental income or for capital appreciation, or both. The Group views shopping centres as investment properties. In accordance with the method proposed by IAS 40 and the recommendations of the European Public Real Estate Association (EPRA), investment properties are recognised and valued individually at cost and then subsequently at fair value.

Fair value excludes transfer taxes and costs (taxes are measured on the basis of a direct disposal of the asset, even though these costs may sometimes be reduced if the disposal is performed through a share deal involving the company holding the related asset).

Under IFRS 13, fair value is defined as the price that would be received for the sale of an asset or paid to transfer a liability in an arm's-length transaction between market operators on the valuation date.

There are no restrictions on the Group's ability to realise its investment property, or to recover income from leasing or selling them.

Cost of investment property – general remarks

The acquisition costs of an investment property are capitalised as part of the value of the investment property.

During the life of the property, expenses such as building works, leasing costs and other internal project development costs are also capitalised.

In addition, lease right ownership or commercial rights for common areas for the Specialty Leasing business (leasing of high-footfall shopping centre spaces for short periods of time) are taken into account in the appraisers' valuations, and are therefore included as part of the value of the asset shown in the consolidated financial statements.

Eviction compensation paid to the tenant upon termination of a lease still in force is recognised as follows:

  • restructuring of a site: if compensation is paid in connection with a property renovation project, the compensation is included in the cost price of the work performed;
  • replacement of a tenant: if compensation is paid to increase the rent compared to that paid by the previous tenant and thereby increase the asset's value, this expense is included in the cost of the asset. Otherwise, it is booked as an expense.

Cost of investment property under construction

Capitalised expenditure relating to investment properties under construction (including extensions) includes the cost of works, the cost of loans directly attributable to the acquisition, construction or production of the asset, when necessary in order to use the asset, as well as costs related to leasing the retail space for the first time.

Capitalised borrowing costs are determined by applying the Group's weighted average cost of borrowing for the related country to the average outstanding amount of construction work done, or, where applicable, based on the financial costs paid for specific borrowings. Capitalisation of interest ceases when the asset under construction enters into service.

Investment properties under construction may be measured at fair value. If the fair value cannot be reliably determined, these projects will continue to be valued at cost, until their fair value can be reliably determined. As with the other assets carried at fair value, they are also measured at market value by an independent appraiser.

The Group believes that a development project's fair value can be reliably determined if the following three conditions are simultaneously met:

  • all necessary administrative permits required for the extension have been obtained;
  • the construction contract has been signed and the works have begun; and
  • there is no longer uncertainty regarding the amount of future rents.

The project margin is then recognised (IPUC) on the "Investment properties at fair value" line.

Appraisal method

Fair value is calculated using the measurement rules set out in IFRS 13; given the complexity of property asset valuation and the nature of certain inputs that cannot be observed on the market (including rate of growth in rents, capitalisation rate, etc.), the fair values have been categorised as Level 3 of the fair value hierarchy defined by the standard based on the type of inputs used for valuation.

The entire portfolio is reviewed by independent appraisers who are rotated every three years. The fair values used are determined by reference to the opinions of these independent appraisers, who value the Group's assets at the end of every half-year. The assets are inspected during these appraisals. The appraisals comply with the guidance contained in the RICS Appraisal and Valuation Manual, published by the Royal Institution of Chartered Surveyors ("Red Book"). In order to conduct their work, the appraisers have access to all the information required for valuation of the assets, and specifically the rent roll, the vacancy rate, rental arrangements and the main performance indicators for tenants (retailer sales).

They independently establish their current and future cash flow estimates by applying risk factors either to the net income capitalisation rate or to future cash flows.

On the basis of the data provided, two methods are used to value assets:

Income capitalisation method

This method consists in applying a yield to the total triple-net revenue for occupied premises and capitalising the net market rent for vacant premises.

For rented units, the total triple-net revenue is determined on the basis of the rents indicated in the rental base, less any non-recoverable charges. For vacant premises, a market rent is used that takes into account an appropriate vacancy period.

The yield used is that adopted in the property market for a comparable property, and, in particular, reflects the retail space as well as specific factors such as location, access, visibility, retail competition, form of ownership of the centre (full ownership, joint ownership, etc.), rental and extension potential, and recent transactions involving the same type of asset.

From this value, the total net present value of the rentals plus any benefits granted to tenants, all vacancy costs on empty premises and any other non-recurring costs or works are then deducted.

Discounted cash flow method

Under this method, a property's discounted value is equal to the total future net revenue available over a given timeframe (generally 10 years). The net revenue available for each year is calculated in the same way as the net revenue defined in the capitalisation method, to which are added non-recurring expenses (works, step rents, and other) indexed over time. A resale value is calculated for the property, based on the last indexed rent as of the resale date, less any related expenses, to which a yield is applied.

The discount rate used is a risk-free rate (the 10-year yield on French government bonds), increased by property market risk and liquidity premium as well as asset-specific premiums (based on the nature of the property, rental risk and obsolescence premium).

The appraisers appointed by Carmila are as follows:

  • Cushman & Wakefield and Catella in France;
  • Cushman & Wakefield and Catella in Spain;
  • BNP Paribas Real Estate in Italy.

They use one or more of the above methods. Cushman & Wakefield primarily uses the discounted cash flow method, while Catella systematically uses an average of the two methods.

The fees paid to appraisers, agreed prior to their valuation of the properties concerned, are determined on a flat rate basis depending on the number of retail units and complexity of the appraised assets. The fees are entirely independent from the valuation of the assets.

The valuations carried out by the independent appraisers are reviewed internally by the relevant department as well as by competent individuals within each operational division. This process includes discussions regarding the assumptions used by the independent appraisers, as well as a review of the results of the valuations. Reviews of the valuation process occur every six months and involve the investment department and the independent appraisers.

The difference between the fair value determined at the end and beginning of the reporting period plus any works and expenses capitalised during the period is recorded in income.

Property under construction valued at cost is tested for impairment as determined by comparison with the project's estimated fair value. The project's fair value is measured internally by the Development teams, on the basis of a capitalisation rate and the expected net rents at the end of the project. Impairment is recognised if the fair value is less than the carrying amount.

Investment properties valued at cost are tested for impairment at 30 June and 31 December of each year, and whenever there is an indication of a loss in value. When such an indication exists, the revised recoverable amount is compared to the carrying amount and impairment recognised where appropriate.

Investment properties acquired more six months prior to the reporting date are assessed by independent appraisers at 30 June and 31 December each year. Acquisitions in the current half-year period are therefore recognised at acquisition cost.

Leases (lessee accounting)

When signing long-term lease agreements for property assets in particular, the Group analyses contractual provisions to determine whether the agreement is an operating lease or a finance lease, i.e., an agreement which effectively transfers to the lessee virtually all of the inherent risks and rewards inherent to the property's ownership. When a property complex is leased, the land and building are analysed separately.

The first-time application of IFRS 16 at 1 January 2019 resulted in the elimination of the distinction that was previously made between finance leases and operating leases. This led to the recognition on Carmila's statement of financial position of a right-of-use asset and a corresponding lease liability relating to ground leases (see Note 3.3 "Accounting standards"). Guaranteed future incoming lease payments are discounted. Assets are depreciated over the same period as property, plant and equipment that the Group owns or over the term of the lease where this is shorter than the useful life of the properties. Lease payments are allocated between financial expenses and amortisation of the debt.

Investment properties held for sale

Assets for which there is sale commitment or sale mandate whose divestment has been approved by the Investment Committee are presented on a separate line of the statement of financial position at their last appraisal value, in accordance with the provisions of IFRS 5 – Non-current Assets Held for Sale. The capital gain or loss on the disposal of the investment property, which is the difference between the net sale proceeds and the carrying amount of the asset, is recorded in the statement income.

Leases (lessor accounting)

Gains and losses on disposal

6.1. Details of investment properties carried at fair value and at cost

the lease where this is shorter than the useful life of the
properties. Lease payments are allocated between
financial expenses and amortisation of the debt.
Leases (lessor accounting)
Investment properties held for sale See Note 9.1 "Net rental income".
Assets for which there is sale commitment or sale
mandate whose divestment has been approved by Gains and losses on disposal
the Investment Committee are presented on a
separate line of the statement of financial position at
their last appraisal value, in accordance with the
provisions of IFRS 5 – Non-current Assets Held for Sale.
The capital gain or loss on the disposal of the
investment property, which is the difference between
historic unrealised gain recorded for this asset. Disposal gains are determined as the difference
between the proceeds from the sale and the carrying
amount of the property asset at the start of the
period, adjusted for investment expenditure over the
period and any deferred taxes recognised on the
6.1. Details of investment properties carried at fair value and at cost
(in
thousands of euros)
Investment properties carried at fair value – 31 Dec. 2020
5,717,046
Acquisitions 26,950
Investments 37,143
Capitalised interest 491
Disposals and removals from the scope of consolidation (8,208)
Other movements and reclassifications 77,064
Change in accounting method
Change in fair value
(4,674) 515
Investment properties carried at fair value – 31 Dec. 2021 5,846,327
Acquisitions 26,576
Investments 18,347
Disposals and removals from the scope of consolidation (146,573)
Other movements and reclassifications 4,168
Application of IFRS 16 366
Change in fair value 52,675
Investment properties carried at fair value – 30 June 2022 5,801,886
(in
thousands of euros)
Investment properties carried at cost – 31 Dec. 2020 100,010
Other movements and reclassifications (66,797)
Investment properties carried at cost – 31 Dec. 2021 33,213
Investments 50
Other movements and reclassifications (5,589)
(in
thousands of euros)
Other movements and reclassifications (66,797)
Investments 50
Other movements and reclassifications (5,589)

6.1.1 Investment properties carried at fair value

"Investments" primarily comprise investments made on a like-for-like basis and restructuring work valued by the appraisers.

measured at cost at 31 December 2021 with their measurement at fair value.

6.1.2 Investment properties carried at cost

The reconciliation of investments broken down by country (Note 5.4 "Breakdown of capital expenditure by
operating segment") with the above data is as follows:
(in thousands of euros)
6.1
Investment properties carried at fair value – Acquisitions
Investment properties carried at cost – Acquisitions
6.1
Total acquisitions and changes in scope of consolidation
Total acquisitions – Investments by country
5.4
30 June 2022
26,576
0
26,576
26,576
At 30 June 2022, no indication of a loss in value was identified for investment properties valued at cost.
6.1.2
Investment properties carried at cost
The "Other movements and reclassifications" caption
shows the net balance of assets brought into service
independent appraisers. Changes in fair value are
during the period, and the reconciliation of assets
analysed
by
country
in
Note
assumptions and sensitivity analysis".
value of assets based on the valuations made by
6.2
"Valuation
operating segment") with the above data is as follows:
(in thousands of euros) 30 June 2022
Investment properties carried at fair value – Acquisitions 6.1 26,576
Investment properties carried at cost – Acquisitions 6.1 0
Total acquisitions – Investments by country 5.4 26,576
(in thousands of euros)
Investment properties carried at fair value – Investments
Investment properties carried at fair value – Capitalised interest
Investment properties carried at cost – Investments
Investment properties carried at cost – Capitalised interest
6.1
6.1
6.1
6.1
30 June 2022
18,347
0
50
0
Total investments and capitalised interest 18,397
Developments 5.4 2,824
Like for like investments 5.4 15,573

6.2. Valuation assumptions and sensitivity analysis

At 30 June 2022, appraisers reviewed the value of all of the Group's assets carried at fair value.

The table below presents the data used to determine the fair value of investment properties:

sq.m.(1)
Discount rate(2)
rate(3)
rental income(4)
Net Initial Yield
30 June 2022 – Weighted average
France
5.7%
264
6.3%
5.9%
1.7%
Spain
6.8%
227
9.7%
6.6%
1.9%
Rent in € per Exit capitalisation CAGR of net
Italy 6.2% 298 7.6% 6.3% 1.7%
"Net Initial Yield" corresponds to the yield.
(1) The rent is an annual average rent equal to minimum guaranteed rent plus variable rents per asset and per occupied
sq.m.
(2) Rate used by appraisers to calculate the present value of future cash flows using the DCF method (discount rate).
(3) Rate used by appraisers to capitalise revenues in the exit year in order to calculate the exit value of the asset (exit yield).
(4) Average annual 10-year NRI growth rate used by the appraisers.
Note that figures are as of 31 December 2021.
31 Dec. 2021 – Weighted average Net Initial Yield Rent in € per
sq.m.(1)
Discount rate(2) Exit capitalisation
rate(3)
CAGR of net
rental income(4)
France 5.6% 257 6.2% 6.0% 1.6%
Spain 6.7% 222 9.4% 6.6% 1.8%
Italy 6.0% 291 7.4% 6.4% 1.7%
The table below summarises the impact by country of the change in the fair value of investment properties in
the statement of income:
(in
thousands of euros)
France
30 June 2022
31 Dec. 2021
30 June 2022
Spain
31 Dec. 2021
Italy
30 June 2022
31 Dec. 2021
TOTAL
30 June 2022
31 Dec. 2021
Change in fair value adjustments
Increase in fair value of property
Decrease in fair value of property
25,132
46,112
(20,980)
(4,714)
27,421
52,753
34,729
(57,467)
(7,308)
1,797
15,950
(14,153)
122
(1,757)
1,176
(1,054)
(2,144)
52,675
387
82,017
(73,764)
(29,342)
Based on the value of the assets including estimated
transfer taxes and duties, the average yield on the
(excluding
assets
under
equity-accounted and excluding the effect of
development
(in
thousands of euros)
30 June 2022 31 Dec. 2021 30 June 2022 31 Dec. 2021 30 June 2022 31 Dec. 2021 30 June 2022 31 Dec. 2021
Increase in fair value of property 46,112 52,753 34,729 15,950 1,176 387 82,017 69,090

Based on the value of the assets including estimated transfer taxes and duties, the average yield on the assets rose slightly to 6.25% at 30 June 2022 (compared to 6.18% at 31 December 2021).

All else being equal, a 15 basis-point increase in yields would result in a decrease in the value of the total portfolio, including transfer taxes and duties (excluding assets under development or equity-accounted and excluding the effect of changes in rents resulting from the decrease in yield), of €153.0 million (2.4%). A 25 basis (point increase in yields would reduce the value of the portfolio by €250.9 million (4.0%). A 50 basis-point increase in yields would reduce the value of the portfolio by €482.5 million (or 7.7%).

6.3. Investment properties held for sale

At 30 June 2022, there were no investment properties held for sale.

7. FINANCING AND FINANCIAL INSTRUMENTS

Accounting policies

Loans and other financial liabilities are carried at amortised cost calculated in accordance with the effective interest rate method.

Bond redemption premiums and issuance costs are recorded as a deduction from the nominal amount of the borrowings concerned and are accounted for at amortised cost, thereby increasing the nominal interest rate.

The Carmila Group's hedging policy aims to secure the cash flows it needs based on its financing requirements in euros. IFRS 9 – Financial Instruments, defines three types of hedging relationships:

  • fair value hedging: a hedge of exposure to changes in the fair value of a recognised asset or liability or an unrecognised firm commitment (or an identified portion of such an asset, liability or firm commitment), which is attributable to a specific risk and could affect earnings;
  • cash flow hedging: a hedge against exposure to changes in cash flow that: (i) is attributable to a specific risk associated with a recognised asset or liability (such as all or part of future interest payments on floating-rate debt), or a highly probable forecast transaction, and (ii) could affect earnings;
  • hedging of a net investment in a foreign operation, as defined in IAS 21 – Effects of Changes in Foreign Exchange Rates.

In Carmila's case, all interest rate derivatives in the portfolio are documented as cash flow hedges except for one residual cost recognised at fair value with changes in fair value taken to the statement of income.

The use of cash flow hedge accounting has the following consequences: at the end of the reporting period, interest rate derivatives (swaps) are recognised at fair value on the statement of financial position, with any changes in fair value attributable to the effective portion of the hedge recognised directly in other comprehensive income (OCI), and the ineffective portion though the statement of comprehensive income. The amount recognised in "Other comprehensive income" is subsequently recognised in income in a symmetrical manner to the interest hedged.

Carmila uses the dollar offset method for measuring hedge effectiveness.

Method for determining the fair value of financial instruments

The market values of interest rate instruments are determined based on market-recognised valuation models or by reference to prices from third-party financial institutions.

The values estimated by valuation models are based on the discounted cash flow method for futures contracts and on the Black-Scholes models for options. These models use inputs based on market data (yield curves and exchange rates) obtained from recognised financial-data providers.

The assessment of fair value for derivative financial instruments includes a "counterparty risk" component for derivatives with a positive fair value, and an "intrinsic credit risk" component for derivatives with a negative fair value. Counterparty risk is calculated using the "Expected-loss" method, which takes default risk exposure into account as well as the likelihood of default and the loss rate in the event of default. The probability of default is determined based on available market data for each counterparty ("implied CDS default probability").

The fair value of long-term debt is estimated according to the market value of bonds or the present value of all future cash flows discounted in accordance with market conditions for a similar instrument (in terms of currency, maturity, interest rate type and other factors).

Application of IFRS 9 for renegotiated debt terms

Carmila's financing also includes a bank loan for a nominal amount of €770 million. The loan was taken out in 2013 and has been renegotiated several times since. Successive renegotiations did not make any substantial modifications to the initial contract as defined under IFRS 9. As a result, the carrying amount of the debt with its original effective interest rate (EIR) was recognised within equity, leading to a €19,754 thousand decrease in the value of the debt and an increase in equity for the same amount. This reduction of the debt's original EIR is spread over the residual term of the underlying liability.

During successive negotiations, the maturity of the debt was extended to 2024. No other terms of the loan were changed.

This resetting of the debt in 2019 at its original effective interest rate led to the recognition of a gain of €4,707 thousand in other financial income, deferred over the residual term of the underlying liability.

In December 2020, Carmila repaid €200 million of this loan. The proportion of the loan corresponding to extending its maturity and the application of IFRS 9 was reversed in an amount of €5,095 thousand.

7.1. Net financial expense

In April 2021, Carmila repaid €300 million of this loan.
The
proportion
of
the
loan
corresponding
to
extending its maturity and the application of IFRS 9
was reversed in an amount of €6,379 thousand.
In the first half of 2022, this amount is in addition to the
expense relating to spreading the impact of resetting
the original effective interest rate on debt over
several
reporting
periods
recognised in other financial expenses.
(€488 thousand),
7.1. Net financial expense
7.1.1 Cost of net debt
First-half 2022 First-half 2021
(In thousands of euros)
Financial income
Interest on Group current account
653
423
274
167
Financial income on cash equivalents 379
213
Other financial income -
43
Financial expenses (30,854) (31,074)
Interest expense on bonds (23,330) (22,151)
Interest expense on borrowings from lending institutions (537)
(1,017)
Capitalised interest expense -
491
Deferral of costs, bond redemption premiums and swap balancing payments (4,680) (5,285)
Interest expense on swaps (1,811) (2,630)
Interest on Group current account (487)
(481)
Other financial expenses (9)
(1)

The change in the cost of net debt can be analysed as follows:

• a rise of €1.2 million in interest expense on bonds (new €300 million bond issue in March 2021);

• a decrease in interest expense on hedging instruments due to the rise in interest rates;

• a decrease of €0.5 million in interest expense on bank borrowings (repayment of €300 million in April 2021);

• a decrease of €0.7 million in amortisation of issuance premiums and costs, related mainly to the repayment of the bank loan in April 2021;

• interest income from capitalised financial expenses decreased by €0.4 million, reflecting the delivery of the Nice Lingostière extension in June 2021.

7.1.2 Other financial income and expenses

7.1.2 Other financial income and expenses
(in thousands of euros) First-half 2022 First-half 2021
Other financial income 3,037 290
392 290
Financial income from investments
Change in value of financial instruments 2,645 -
Other financial expenses (10,054) (9,459)
Commitment fees on undrawn credit lines (1,266) (1,160)
Deferral of resetting EIR at initial rate (IFRS 9) (488) (7,435)
Change in value of financial instruments (7,110) (754)
Other financial expenses (1,190) (110)
Other financial income and expenses (7,017) (9,171)
repayment on the bank loan, representing a net
Net other financial expenses fell €2.2 million during the
first half, attributable to the factors described below:
negative impact of €6.9 million for the period;
€2.6 million in proceeds from the unwinding of
These decreases were partially offset by an

• €2.6 million in proceeds from the unwinding of a swap contracted in March 2022 as part of the Rayas transaction;

• a decrease in the charge related to the application of IFRS 9: In 2021, the €300 million repayment led to the reversal of the proportion of the • These decreases were partially offset by an increase in credit risk on financial instruments, leading to an expense of €1.6 million and impairment of €4.8 million recognised against a current account with a non-consolidated equity interest;

7.2. Current and non-current financial liabilities

On 13 July 2022, S&P confirmed Carmila's BBB rating with a "stable" outlook.

At 30 June 2022, the interest coverage ratio was 4.6x, the Loan-to-Value ratio stood at 36.9% and the average debt maturity at 3.9 years.

7.2.1 Change in debt

7.2.1 Change in debt
31 Dec. 2021 Change Issuance Repayment Reclassifications Other movements Fair value adjustment 30 June 2022
(in thousands of euros)
Non-current financial liabilities 2,351,160 2,453 - 2,192 9,505 - (15,310) 2,350,000
Bonds 2,190,977 - - - - - - 2,190,977
Bond issuance premiums
Bank borrowings
(7,301)
170,000
-
-
-
-
1,093
-
-
-
-
-
-
-
(6,208)
170,000
Impact of resetting effective interest rate (621) 271 (350)
Loan and bond issuance fees (9,295) - - 1,099 - - - (8,196)
Derivative instruments with a negative fair value 7,401 2,453 - - 9,234 - (15,310) 3,778
Current financial liabilities 226,170 6,896 175,488 (230,000) (9,505) - 233 169,282
Bank borrowings - - - - - - -
Impact of resetting effective interest rate (977) 488 (271) - - (760)
Accrued interest on loans 21,842 3,165 - - - - - 25,007
Other borrowings and debt 200,000 - 175,000 (230,000) - - - 145,000
Derivative instruments with a negative fair value
Bank facilities
5,223
82
3,778
(47)
-
-
-
-
(9,234)
-
-
-
233
-
-
35
Other IFRS 16 financial liabilities
Other IFRS
16 financial liabilities – non-current
35,718
33,735
-
-
-
-
(1,156)
(1,156)
-
(130)
2,091
2,091
-
-
36,653
34,540
Other IFRS
16 financial liabilities – current
Gross debt
1,983
2,613,048
9,349 175,488 (228,964) -
130
-
2,091 (15,077) 2,113
2,555,935

7.2.2 Principal Group financing

200,000 - 175,000 (230,000) - - -
145,000
Derivative instruments with a negative fair value 5,223 3,778 - - (9,234) - 233
7.2.2 Principal Group financing
Currency of Final maturity Repayment Maximum Amount drawn
(in thousands of euros) Borrower issue Interest rate date profile amount at 30
June
2022
Bonds 2,300,000 2,190,977
Carmila SA EUR 2.375% Sep-23 at maturity 600,000 547,900
Carmila SA EUR 2.375% Sep-24 at maturity 600,000 543,077
Carmila SA EUR 2.125% Mar-28 at maturity 350,000 350,000
Carmila SA EUR 1.890% Nov-31 at maturity 50,000 50,000
Carmila SA EUR 3.000% Jun-29 at maturity 100,000 100,000
Carmila SA EUR 1.625% May-27 at maturity 300,000 300,000
Carmila SA EUR 1.625% Mar-29 at maturity 300,000 300,000
Bank loans 770,000 170,000
Carmila SA EUR 3-month Jun-24 at maturity 770,000 170,000
Euribor
Commercial paper 600,000 145,000
Carmila SA EUR 600,000 145,000
Revolving credit facility 810,000 0
Carmila SA EUR Oct-24 270,000 0
Carmila SA EUR Oct-26 540,000
4,480,000 2,505,977
TOTAL

7.2.3 Bonds

Carmila has seven bonds, issued in 2015, 2016, 2018, 2019, 2020 and 2021, for a total amount of €2,191 thousand. These bonds are repayable at maturity, falling between 2023 and 2031.

7.2.4 Bank borrowings

Carmila contracted two revolving credit facilities for €270 million and €540 million, maturing in October 2024 and October 2026, respectively, and each including two one-year extension options. These facilities include two sustainability criteria designed to At 30 June 2022, the amount of Carmila's bond debt therefore totalled €2,191 million. Issuance premiums and costs represented €10,620 thousand and will be amortised over the residual term of the underlying debt.

support Carmila's strategy to halve its greenhouse gas emissions by 2030 and achieve BREEAM certification for its entire asset portfolio by 2025. No drawdowns were made by Carmila on the revolving credit facility during the period.

The bank loan was repaid ahead of maturity in an amount of €100 million in 2019, €200 million in 2020, and €300 million in 2021, with €170 million still outstanding at end-June 2022.

At 30 June 2022, €3,784 thousand of issuance costs for these loans remain to be amortised over the period of the underlying debt.

7.2.5 Compliance with banking covenants at 30 June 2022

The loan agreement and the revolving credit facilities are subject to compliance with banking covenants measured at the end of each interim and annual reporting period:

  • interest coverage ratio: the ratio of EBITDA to the net cost of debt must be greater than 2.00 at the test dates. This ratio stands at 4.6x at 30 June 2022 (versus 3.9x at 31 December 2021);

  • loan-to-value ratio: the ratio of consolidated net debt to the fair value of the investment assets (including transfer taxes) must not exceed 55% on the same date; the ratio may be exceeded for one half-year period. This ratio stands at 36.9% at 30 June 2022 (compared with 37.4% at 31 December 2021).

Failure to comply with these covenants entitles the lenders to demand immediate repayment of their facilities.

Under the loan agreements, Carmila may provide collateral for up to 20% of the total amount of the fair value of investment properties. Said value must be greater than €2,500 million at all times.

At 30 June 2022, the Group complied with the applicable baking covenants, and does not anticipate any factor that would lead it to breach said covenants in the coming months.

7.2.6 Other financing

The Group also strives to diversify its sources of financing and their maturities, and has set up a short-term commercial paper programme (NEU CP) for a maximum amount of €540 million, registered with the Banque de France on 29 June 2017 and renewed annually.

The outstanding balance at the end of June 2022 was €145 million, maturing in 2022. The maximum outstanding balance drawn over the period was €200 million.

Carmila also contracted two revolving credit facilities for €270 million and €540 million, maturing in October 2024 and October 2026, respectively, and each including two one-year extension options. These facilities include two sustainability criteria designed to support Carmila's strategy to halve its greenhouse gas emissions by 2030 and achieve BREEAM certification for its entire asset portfolio by 2025. No drawdowns were made by Carmila on the revolving credit facility during the period.

7.2.7 Breakdown of financial liabilities by maturity

At 30 June 2022, financial liabilities are broken down by maturity were as follows:

7.2.7 Breakdown of financial liabilities by maturity
At 30 June 2022, financial liabilities are broken down by maturity were as follows:
(in thousands of euros)
30 June 2022 Less than 1 year 2 years 3 years 4 years 5 years and beyond
Bonds 2,205,300 21,653 545,459 541,707 298,831 797,649
Bonds – non-current 2,190,977 - 547,900 543,077 300,000 800,000
Bond redemption premiums – non-current (6,208) (2,235) (1,586) (730) (570) (1,087)
Accrued interest
Issuance costs
24,943
(4,412)
24,943
(1,055)
(854) (640) (599) (1,264)
Bank loans 310,170 143,141 (1,507) 169,285 (575) (175)
Bank borrowings – non-current 170,000 - - 170,000 - -
Impact of resetting effective interest rate (1,110) (760) (350) - -
Issuance costs
Accrued interest
(3,784) (1,163)
64
64
(1,157)
-
(715)
-
(575)
-
(175)
-
Bank borrowings – current -
-
Other borrowings and debt – current 145,000 145,000 - - - -
Other IFRS 16 financial liabilities 36,653 2,113 2,121 1,608 1,627 29,184
Other IFRS 16 financial liabilities – non-current
Other IFRS 16 financial liabilities – current
34,540
2,113
2,113 2,121 1,608 1,627 29,184
Bank and bond borrowings 2,552,123 166,907 546,074 712,600 299,884 826,658
Derivative instruments with a negative fair value 418 418 418 2,194
3,778 331
Bank facilities
Gross debt by maturity date
2,555,935 35
35
167,273
-
546,491
-
713,017
-
300,301
-
828,853
Year of repayment
Principal
Interest
145,000
48,041
547,900
44,836
713,077
31,580
-
21,133
-
21,133
1,100,000
21,133
2,505,977
187,854

7.3. Management of financial risks and hedging strategy

7.3.1 Credit risk

Credit risk is the risk of financial loss for the Group in the event that a customer or debtor fails to meet its contractual obligations. This risk mainly derives from trade receivables, financial investments made in order to invest surplus funds, hedging agreements with financial institutions, and current accounts with partners invested in the Group's minority interests.

In France as in Spain and Italy, trade receivables relate to tenants; none of which represent a significant percentage of the related revenue. On signing a lease, lessees pay security deposits or provide bank guarantees that, on average,

7.3.2 Liquidity risk

Liquidity risk is the risk incurred by the Group in the event that it encounters difficulties in repaying its debt as it falls due.

Carmila's policy is to ensure that it has sufficient liquid funds to meet its obligations. Liquidity risk is managed in the short term, since cash and financial investments (as well as the committed revolving credit facilities) more than cover current liabilities.

represent three months' rent. The Group strives to implement procedures for verifying the creditworthiness of its customers, monitoring credit collection and systematically following up on unpaid receivables.

Cash is only invested in high-quality instruments. No speculative or high-risk investments are made.

Hedging agreements are intended to hedge interest rate risk and are solely for non-speculative hedging transactions. The counterparties for these transactions are large, blue-chip banks.

At end-June 2022, Carmila had two revolving credit facilities for €270 million and €540 million. This facility was not drawn down during the period.

The remaining balance of cash and cash equivalents at 30 June 2022 was €234 million.

7.3.3 Other financial risks

Counterparties, changes in exchange rates, interest rates and the stock market each pose different risks.

As Carmila entrusts its cash investments to blue-chip banks, the Group is not exposed to any specific counterparty risk.

Since Carmila operates entirely within the eurozone, the Group is not exposed to exchange risk.

With regard to interest-rate risk, Carmila has implemented a hedging policy with the use of derivatives (interest rate swaps and plain vanilla options).

In order to optimise its hedging, on 18 March 2022 Carmila extended the maturity of two swaps with a notional amount of €25 and €100 million by four and three years, respectively, i.e., to 2031 and 2030. Carmila also entered into a forward swap (starting in 2024, maturing in 2031) and a swaption (starting in 2031, maturing in 2034) on 31 March 2022, with a nominal amount of €125 million. Lastly, on 13 April 2022, Carmila entered into a further forward swap (starting in 2025, maturing in 2031) and a swaption (starting in 2031, maturing in 2035), with a nominal amount of €100 million.

At 30 June 2022, Carmila's portfolio of derivative instruments set up with leading banking partners comprised:

  • four fixed-rate borrower swaps at three-month Euribor for a notional amount of €260 million, with the swap covering the longest term expiring in December 2031;

  • one fixed-rate floor at three-month Euribor for a notional amount of €25 million, covering a period up to 2022;

  • one cap for a nominal amount of €100 million maturing in 2023.

These hedging instruments, still effective, were recognised as cash flow hedges. The consequence of this cash flow hedge accounting is that derivative instruments are recognised on the closing statement of financial position at their market value, with any changes in fair value attributable to the effective portion of the hedge recorded in shareholders' equity (OCI) and the ineffective portion taken to income.

The fixed-rate position represents 98% of gross debt at 30 June 2022 (including swaps and swaption collars) and 102% including caps.

As the Group does not hold any shares in listed companies apart from its own shares it is not exposed to equity risk.

8. BREAKDOWN OF OTHER STATEMENT OF FINANCIAL POSITION ITEMS

8.1. Intangible assets

Accounting policies

8.
BREAKDOWN OF OTHER STATEMENT OF FINANCIAL POSITION ITEMS
8.1. Intangible assets
Accounting policies
In accordance with IAS 38 – Intangible Assets and the
IFRIC decision of March 2021 on configuration or
customisation
costs
in
a
cloud
computing
there is an indication of a loss in value. every year. An impairment test is performed on these
non-current assets annually (IAS 36) or whenever
arrangement, intangible assets with a finite useful life
are amortised on a straight-line basis over the periods
corresponding
to
their
estimated
useful
lives.
Indefinite lived intangible assets are not amortised.
The indeterminate nature of the useful life is reviewed
After
recognised
initial
at
amortisation and impairment.
recognition,
cost
less
intangible
assets
any
accumulated
are
(in thousands of euros) 31 Dec. 2021 Acquisitions Additions/
reversals
Reclassifications/
retirements
30 June 2022
Software 1,698 37 - 79 1,814
Other intangible assets
Intangible assets in progress
17,425
44
6
-
(206)
-
(761)
-
16,464
44
Intangible assets – gross value 19,167 43 (206) (682) 18,322
Amortisation/impairment of software
Amortisation/impairment of other intangible fixed assets
(1,441)
(13,063)
-
-
(75)
(38)
(1)
-
(1,517)
(13,101)
Intangible assets – cumulative amortisation (14,504) - (113) (1) (14,618)
Total intangible assets – net 4,664 43 (319) (683) 3,705
8.2. Property, plant and equipment
Accounting policies
In accordance with IAS 16 – Property, Plant and
Equipment,
when
these
assets
(including
land,
buildings,
installations
and
equipment)
are
not
classified
as
investment
properties,
they
are
measured
at
historical
cost
less
accumulated
depreciation and impairment.
impairment. Property, plant and equipment under construction
are accounted for at cost less any identified
In thousands of euros 31 Dec. 2021 Acquisitions Additions/
reversals
Application of
Reclassifications/
IFRS 16
retirements
30 June 2022
Technical plant, machinery and equipment
Office and computer equipment
Transportation equipment
Company's office buildings
4,639
632
643
3,922
-
7
-
-
-
-
-
-
-
(4,372)
-
-
1,725
-
-
-
267
639
2,368
3,922
Other property, plant and equipment
Property, plant and equipment – gross value
90
9,926
-
7
-
-
-
-
1,725
(4,372)
90
7,286

8.2. Property, plant and equipment

Accounting policies

8.2. Property, plant and equipment
Accounting policies
In accordance with IAS 16 – Property, Plant and
Equipment,
when
these
assets
(including
land, impairment. Property, plant and equipment under construction
are accounted for at cost less any identified
buildings,
installations
and
equipment)
are
classified
as
investment
properties,
they
measured
at
historical
cost
less
accumulated
depreciation and impairment.
not
are
In thousands of euros 31 Dec. 2021 Acquisitions Additions/
reversals
Application of
IFRS 16
Reclassifications/
retirements
30 June 2022
Technical plant, machinery and equipment 4,639 - - - (4,372) 267
Office and computer equipment 632 7 - - - 639
Transportation equipment 643 - - 1,725 - 2,368
Company's office buildings
Other property, plant and equipment
3,922
90
-
-
-
-
-
-
-
-
3,922
90
Property, plant and equipment – gross value 9,926 7 - 1,725 (4,372) 7,286
Depreciation/impairment of technical plant, machinery and equipment (3,097) - (11) - 2,912 (196)
Depreciation/impairment of office and computer equipment (511) - (17) - - (528)
Depreciation/impairment of transportation equipment (598) - (177) - - (775)
Depreciation/impairment of company's office buildings (2,293) - (159) - - (2,452)
Depreciation/impairment of other property, plant and equipment fixed assets
Property, plant and equipment – cumulative depreciation
(58)
(6,557)
-
-
(2)
(366)
-
-
-
2,912
(60)
(4,011)

At 30 June 2022, property, plant and equipment mainly includes fixtures and office equipment for the Group's service centres in France and Spain. No significant acquisitions were made during the period. The reclassification for the period relates to investment properties that were previously incorrectly included in property, plant and equipment and have since been reclassified.

8.3. Investments in equity-accounted companies

31 Dec. 2021 Net income Distribution Share capital
increase
Change in scope
of consolidation
Other movements 30 June 2022
8.3. Investments in equity-accounted companies

At 30 June 2022, this item consists of As Cancelas (Spain), acquired in 2014 and currently in operation; Carmila Thiene (Italy), the purpose of which is to deploy a project; and Magnirayas (France), set up in June 2022.

Magnirayas was created in the context of the sale of a portfolio of six assets belonging to Carmila via a joint venture with Batipart and Atland Voisin.

8.4. Other non-current assets

Accounting policies

In accordance with IFRS 9 – Financial Instruments, the main financial assets are classified in one of the following three categories:

  • loans and receivables;
  • assets held to maturity;
  • assets available for sale.

  • the contractual characteristics of cash flows; and

  • the business model for managing the assets.

The classification is determined by the Group on initial recognition, depending on the type of asset and the purpose for which it was acquired. Sales and purchases of financial assets are recognised at the transaction date, i.e., the date on which the Group purchased or sold the asset. Other long-term investments include minority stakes in young companies developing innovative and promising retail concepts for goods and services.


assets available for sale.
retail concepts for goods and services.
The application of IFRS 9 leads to a redefinition of the
methodology for classifying and measuring financial
assets, which is now based on:
effective interest
rate
Loans and receivables are initially carried at fair value
and subsequently at amortised cost using the
method.
For
short-term
-
the contractual characteristics of cash flows;
and
receivables with no specified interest rate, the fair
value is taken as the amount on the original invoice.
These items are tested for impairment when there is
-
the business model for managing the assets.
an indication of a loss in value. Impairment is
The definition of financial assets used has been
extended and now includes loans, advances, current
estimated recoverable amount. recognised if the carrying amount is higher than the
accounts,
non-consolidated
securities,
receivables and derivatives with a positive fair value.
IFRS 9 also makes a distinction between two
categories of financial assets: debt instruments and
equity instruments. Depending on the characteristics
of the contractual cash flows and business model, the
trade "Trade receivables". This category includes receivables related to equity
investments, other loans and receivables, and trade
receivables. They appear in the statement of
financial position under "Other financial assets" or
resulting valuation method is different. properties". For assets available for sale, see Note 6 "Investment
(in thousands of euros) 31 Dec. 2021 Increases Decreases Reclassification 30 June 2022
Non-consolidated equity interests 7,084 1,015 - - 8,099
Advances to associates or non-consolidated companies
Security deposits
-
12,894
1,200
481
-
(5)
-
-
1,200
13,370
Other financial assets 68 - - - 68
Other non-current assets – gross value
Impairment on other non-current assets
20,046
(507)
2,696
(4,798)
(5)
788
-
(788)
22,737
(5,305)

The increase in non-consolidated equity interests in first-half 2022 mainly results from the acquisition of MPH Siège shares for €0.3 million and the subscription to convertible bond issues by Kairos for €0.3 million and Meilleur Audio Holding for €0.3 million.

"Advances to associates" relates to a €1.2 million loan to Magnirayas, accounted for under the equity method in Carmila's financial statements.

The security deposits recognised as non-current assets relate to deposits made with the Spanish administrative authorities, which require a percentage of the security deposits received from tenants to be deposited with the authorities in a special escrow account.

The increase in impairment corresponds to the current account with a non-consolidated company in which Carmila has a minority stake for €4.8 million.

8.5. Trade receivables

Accounting policies

Accounting policies
tenants for which there is a risk of insolvency. These
include tenants undergoing safeguard proceedings,
or which are in receivership or liquidation, or any
tenant for which a significant credit risk has been
identified.
impairment
loss
is
recognised
against
the
In
accordance
with
IFRIC
21,
provisions
were
recorded for all property taxes owed for 2022 as of
1 January of that year. Simultaneously, an accrual for
the share of property taxes rebilled to tenants was
recorded as accrued revenue due to the high
probability of these lots being rented to tenants
throughout the financial year. This has no impact on
the annual financial statements.
30 June 2022
31 Dec. 2021
(in thousands of euros)
Trade receivables – gross value
161,338
189,965
of which related to leasing activity
154,320
171,446
of which accrued receivables and receivables
18,519
7,018
unrelated to leasing activity
Allowances for trade receivables
(85,849)
(73,523)
of which related to leasing activity
(85,164)
(72,929)
of which unrelated to leasing activity
(685)
(594)
Trade receivables – net
116,442
75,489
activity therefore include those for the third quarter
of 2022.
The decrease in impairment represents €12.3 million
and reflects the improvement in the collection rate.
Trade receivables mainly comprise rent receivable
from tenants, front-end fees and any advisory
services. They also include the effect of the deferred
recognition of benefits granted to tenants (rent-free
periods and step rents). In the event of a loss in value,
receivables, which takes into account the debtor's
capacity to honour its debt and the period for which
the receivable is past due. The Group books a
provision for 50% of the corresponding receivables
when they are over six months and less than one year
past due, or for the full amount if the receivables are
more than one year past due. A provision is made for
the full amount of any past due receivables from
an
There was a €41 million period-on-period increase in
net trade receivables at 30 June 2022. This increase
is mainly due to the resumption of quarterly billing
as from 1 April 2022. Receivables relating to leasing
30 June 2022
89.7%
95.4%
Gross collection rate (total amount invoiced)
84.5%
85.3%
93.8%
94.8%
95.9%
94.9%
Q1 2021 Q2 2021 Q3 2021 Q4 2021 FY 2021 Q1 2022 Q2 2022 H1 2022
10.3%
2.9%
Rent waiver/Covid-19 provision rate
15.5%
14.7%
5.7%
5.2%
3.0%
2.8%
0.0%
1.7%
Outstanding to be collected
0.0%
0.0%
0.5%
0.1%
1.2%
2.3%
30 June 2022

Out of the total charges and rents invoiced in 2021, 89.7% had been collected at 30 June 2022, 10.3% had been waived or charged to credit loss allowances (and written off in the consolidated

financial statements) and 0.0% are pending collection.

Out of the total rents invoiced in first-half 2022, 95.4% had been collected at end-June.

8.6. Other current assets

8.6. Other current assets
(in thousands of euros) 30 June 2022 31 Dec. 2021
Tax receivables 11,733 19,659
Corporate tax receivables 2,622 6,800
Other tax receivables 9,111 12,859
Financial receivables 79,205 37,000
Receivables related to investment properties 41,251 36,729
Derivative instruments – assets 37,599 71
Marketable securities – excl. money-market 355 200
Other receivables 37,192 33,780
Receivables from charges rebilled to tenants 13,361 11,433
Other miscellaneous receivables 22,650 22,692
Prepaid expenses 1,181 -345
Total other receivables – gross value 128,130 90,439
Impairment of other receivables -443 0
Other current receivables – net 127,687 90,439

At 30 June 2022, the decline in tax receivables results from the collection of the tax credit granted by the French government in return for rent relief afforded to tenants due to the November 2020 lockdown for an amount of €3.5 million, and to the decrease in VAT on property, plant and equipment for €4.8 million.

Financial receivables relating to equity investments mainly consist of the Group's loans to equity-accounted companies (As Cancelas for €9.7 million and Carmila Thiene for €5.1 million), and to advances by Carmila Retail Development to Derivative instruments with a positive fair value correspond to the mark-to-market of swaps, which increased by €48.6 million over the period due to rising interest rates.

Other miscellaneous receivables mainly include the credit note receivable relating to the Nice off-plan acquisition in the amount of €21 million.

8.7. Net cash

8.7. Net cash
(in thousands of euros) 30 June 2022 31 Dec. 2021
Cash 234,142 238,268
Cash and cash equivalents 234,142 238,268
Bank facilities (35) (82)
Net cash 234,107 238,186

8.8. Equity

(in thousands of euros) 30 June 2022 31 Dec. 2021
The change in the Group's net cash position is detailed in Note 1.3 "Consolidated statement of cash flows".
8.8. Equity
8.8.1 Share capital and premiums on Carmila's capital
(in thousands of euros) Number of shares Share capital Issuance
premium
Merger premium
At 1 January 2022 145,898,168 875,389 568,973 1,417,013
Dividend – GM of 12 May 2022 - (143,556)
Cancellation of treasury shares (2,039,146) (12,235) (17,265)
Share option - 9,980 - 60 60

At 30 June 2022, the share capital was made up of 143,849,042 shares, each with a par value of six euros (€6), fully subscribed and paid up. The share capital comprises 143,704,395 class A shares and 144,647 class D shares.

Acting on a recommendation from the Board of Directors, Carmila's Annual General Meeting of 12 May 2022 approved the dividend of €1.00 per share for 2021, representing a total payout of €143,556 thousand deducted in full from the merger premium. This amount was paid in full in cash.

Under the share buyback programmes initiated by the Company on 16 February 2022 and 24 March 2022, 2,039,146 shares were bought back and subsequently cancelled on 13 May 2022, further to a decision by the Chair and Chief Executive Officer, acting on the authority of the Board of Directors, and resulting in a reduction in the share capital in an amount of €12,234,876.

In accordance with the terms and conditions of the plan dated 16 May 2019, vested C Shares entitle their holders to convert them into A Shares following a two-year mandatory holding period. This period came to an end on 16 May 2022, leading to the conversion of 139,306 class C shares into 129,326 class A shares. At the end of the 20-day creditors' objection period, on 9 June 2022 the Chair and Chief Executive Officer placed on record that the share conversion had been completed on 16 May 2022, along with the corresponding decrease in share capital. This capital decrease was charged against issuance premiums for €60 thousand.

Carmila SA's shares have been admitted to trading on compartment A of Euronext Paris since 1 January 2018.

8.8.2 Distribution of issuance premiums and capital increases

For more details on the distribution of issuance premiums, see Note 2.3 "Dividend".

For more details on corporate actions, see Note 8.8.1 "Equity" above.

8.8.3 Treasury stock

Treasury stock is deducted from consolidated shareholders' equity at its acquisition cost. Any gains or losses on the sale of treasury stock (together with the related tax effects) are taken directly to shareholders' equity and not to net income

8.8.4 Earnings per share

for the period. The Company entered into a liquidity agreement following its listing on Euronext Paris. At 30 June 2022, the Company held a total of 151,902 Carmila shares including the shares held as part of the liquidity agreement and the shares held in view of being used in free share plans.

view of being used in free share plans.
8.8.4 Earnings per share
Earnings per share are calculated by dividing
earnings attributable to holders of the Company's
ordinary shares by the weighted average number of
ordinary
shares
outstanding
Treasury stock is not considered as shares in issue and
is therefore deducted from the number of shares used
to calculate earnings per share.
Fully diluted earnings per share are determined by
adjusting earnings attributable to holders of ordinary
shares and the weighted average number of ordinary
during
the
period.
shares in issue to include the effects of all potentially
dilutive financial instruments as well as potential
shares, in particular those linked to free share plans.
(in thousands of euros) 30 June 2022
Net income
Consolidated net income attributable to non-controlling interests
Numerator
156,895
269
Consolidated net income attributable to owners of the parent 156,626
Average number of shares outstanding
Number of preference shares outstanding at 30 June 2022
Denominator
144,936,550
144,647
Average number of shares (fully diluted) 145,081,197
Earnings per share (in euros)
Diluted earnings per share (in euros)
1.08
1.08
8.9. Provisions
(in thousands of euros) 31 Dec. 2021 Additions Reversal Reclassification Actuarial
adjustments
(OCI)
30 June 2022
Other provisions for contingencies and charges 6,393 1,918 (1,330) - - 6,981
Provisions for contingencies and charges 6,393 1,918 (1,330) - - 6,981
Provision for pensions and retirement benefits 474 29 (22) 12 - 493
Provisions for charges 474 29 (22) 12 - 493
6,867 1,947 (1,352) 12 - 7,474

8.9. Provisions

Actuarial
adjustments
(OCI)
30 June 2022

Provisions for contingencies and charges include all disputes and litigation with tenants and any other operating risks. The provisions were reviewed to better understand the facts and circumstances surrounding

8.10. Trade and payables to suppliers of non-current assets

8.10. Trade and payables to suppliers of non-current assets
(in thousands of euros) 30 June 2022 31 Dec. 2021
Fixed assets payables 10,405 22,067
Miscellaneous trade payables 828 2,385
Trade payables and accrued invoices 20,019 18,599
Trade and fixed assets payables 31,252 43,051

Payables to suppliers of non-current assets relate to ongoing or completed restructuring or extension projects. The decrease is due to a decline in ongoing projects.

8.11. Other current liabilities

Payables to suppliers of non-current assets relate to ongoing or completed restructuring or extension projects.
The decrease is due to a decline in ongoing projects.
8.11. Other current liabilities
(in thousands of euros) 30 June 2022 31 Dec. 2021
Accrued tax and payroll liabilities 81,108 54,179
Tax liabilities (excluding corporate income tax)
Tax liabilities – corporate income tax
Social security liabilities
73,411
285
7,412
41,370
770
12,039
Other liabilities 92,108 53,399
Other miscellaneous liabilities
Prepaid income
15,008
77,100
17,229
36,170
173,216 107,578

The rise in accrued tax and payroll liabilities is primarily due to the rise in property tax which is paid to the tax authorities at the end of the year. The increase also reflects the rise in output VAT payable on amounts collected following the resumption of quarterly billing. Prepaid income breaks down as €72.2 million in France and €4.9 million in Italy relating to billing for third-quarter 2022. The increase in this item is due to the resumption of quarterly billing as of 1 April 2022 in France.

Other liabilities include the earn-out on a 2016 acquisition, expected to be paid in 2022 in an amount of €7.5 million.

9. BREAKDOWN OF STATEMENT OF INCOME ITEMS

9.1. Net rental income

Accounting policies

Gross rental income

Gross rental income from operating leases is recognised on a straight-line basis over the entire term of the lease agreement.

Any benefits or incentives granted by a lessor when negotiating or renewing an operating lease should be recognised as an integral part of the consideration agreed for the use of the leased asset, regardless of the nature, form or payment date of those benefits:

  • any step rents or rent-free periods granted are recorded by means of a reduction or increase in gross rental income spread over time. The reference period used is the initial non-cancellable lease term;
  • any work undertaken on the tenant's behalf is depreciated on a straight-line basis over the term of the lease;
  • when a lessor terminates a lease prior to the expiration date, eviction compensation is payable to the tenant. When the conditions are met, the compensation is recorded as a noncurrent asset (see Note 6 "Investment properties");
  • transfer compensation, i.e., compensation paid to a tenant in the event of relocation to other premises in the same building, may be spread over the term of the lease, or, if the building is being renovated, be included in the cost price of the asset;
  • entry fees received by the lessor are recognised as additional rent. The front-end fee forms part of the net sum exchanged between the lessor and the tenant under the lease. Therefore, the accounting periods during which this net amount is recognised should not be affected by

the form of the agreement and payment schedules. These fees are amortised over the initial non-cancellable term of the lease;

tenants who terminate their leases prior to the contractual expiration date are liable to pay early termination penalties. Such penalties relate to the terminated lease and are recognised as income in the year in which they are received.

Charges rebilled to tenants

Service charge income is recognised as income for the period and corresponds to charges rebilled to tenants.

Real estate expenses

These correspond to fees paid (or the amortisation of initial payments) when the land is made available under a ground lease or concession agreement, as well as the expense related to land tax and rebilled land tax.

Non-recoverable service charges

These charges primarily represent charges arising from vacant premises and rebillable expenses not yet rebilled.

Property expenses (landlord)

These consist of service charges borne by the landlord, expenses related to works, legal costs, costs associated with bad debts, property management costs, temporary rent relief granted exceptionally to tenants in order to support its business as well as one-off commercial and marketing promotional campaigns undertaken on behalf of a tenant.

Net rental income is calculated based on the difference between gross rental income and these various expenses net of those rebilled.

Gross rental income First-half 2022 First-half 2021
Year-on-year
change
Gross rental Reported Gross rental
(in thousands of euros) income income
France 125,533 6.4% 117,948
Spain 45,767 4.1% 43,978
Italy 11,506 5.2% 10,940
Total 182,806 5.8% 172,866
Net rental income First-half 2022 Year-on-year change First-half 2021
(in thousands of euros) Net rental
income
Like for like
(total)
Like for like
(specific Covid
19 impact)
Like for like
(excl. specific
Covid-19 impact)
Reported Net rental
income
France 117,830 34.0% 29.4% 4.7% 33.9% 87,987
Spain 43,834 40.4% 35.3% 5.1% 40.9% 31,115
20.5% 16.1% 4.4% 19.4% 8,843
Italy 10,555 34.6% 29.9% 4.8% 34.6% 127,945

Acquisitions and disposals represented a net negative impact of €0.1 million, or 0.1%, attributable to the acquisition of the Rosaleda shopping centre (positive impact of €0.3 million, or 0.2%) on 24 May 2022 and the disposal of Nanteuil-les-Meaux (negative impact of €0.4 million, or 0.3%) on 23 June 2021.

9.2. Overhead expenses

24 May 2022 and the disposal of Nanteuil-les-Meaux
Changes linked to specific Covid-related impacts
represented a €38.2 million (or 29.9%) increase in net
rental income. Specific Covid-related impacts
(negative impact of €0.4 million, or 0.3%) on
23 June 2021.
recognised in first-half 2021 reduced net rental
income by €33.5 million, whereas they increased
net rental income by €4.7 million in first-half 2022.
The sale of a portfolio of six French assets had no
impact in the period as it was completed on
30 June 2022.
Organic growth as adjusted for these specific
impacts came out at 4.8%. The share of indexation
included in growth at constant scope is a positive
3.0%.
Other impacts increased net rental income by
€0.1 million, or 0.1%. These other impacts notably
include the impact of strategic vacancies which
allow for restructuring and extension projects.
9.2. Overhead expenses
(in thousands of euros)
First-half 2022 First-half 2021
Income from property management, administration and other activities
Other income
5,247
2,360
5,592
765
Payroll expenses (13,385) (13,665)
Other external expenses (18,131) (17,120)

9.2.1 Income from property management, administration and other activities, and other income from services

The total amount of this revenue was €5.2 million in first-half 2022, a decrease of €0.3 million, or 6.2% compared to first-half 2021.

It can be broken down as follows:

• €3.1 million in rebilled shopping centre management costs, stable versus first-half 2021;

• fees, including technical and marketing fees for €1.7 million, stable versus first-half 2021.

"Other income" mainly consists of marketing services aimed at increasing the attractiveness of the centres (retailers' associations) for €2.4 million.

9.2.2 Payroll expenses

Total payroll expenses came to €13.4 million in first-half 2022, a slight decrease on first-half 2021.

9.2.3 Other external expenses

Other external expenses totalled €18.1 million in first-half 2022, up 5.9% (€1.0 million). This increase is mainly attributable to the health situation in first-half 2021, which led to a fall in lease management fees resulting from the rent relief granted to tenants, and by a reduction in certain communication and marketing expenses (trade shows, conventions, events, etc.).

The main components of other external expenses are marketing expenses, as well as appraisal fees for the asset portfolio, legal and tax fees, auditors' fees, financial communication and advertising fees, travel expenses and other mission-related expenses.

9.3. Depreciation, amortisation, provisions and impairment

9.3. Depreciation, amortisation, provisions and impairment
(in thousands of euros) First-half 2022 First-half 2021
Additions to depreciation, amortisation and impairment of property,
plant and equipment and intangible assets
(500) (263)
Reversals from/additions to provisions for provisions for contingencies
and charges and current assets
376 (621)
Additions to depreciation/amortisation of property, plant and
equipment and intangible assets, and provisions
(124) (884)
Depreciation, amortisation and impairment mainly tenants, impairment of current assets, and potential
concern software and fixtures and fittings in the
tax disputes in France.
Group's office buildings.
There were no material changes during the period.

Net additions to provisions for contingencies and charges mainly concern property disputes with

9.4. Gains and losses on disposals of investment properties and equity investments sold

Gains and losses on disposals of investment properties relate to the disposal of a portfolio of six French assets at 30 June 2022.

The sale price of the portfolio was €150 million, including transfer taxes, resulting in a disposal loss of €2.9 million.

There were no other significant disposals during the period.

10. INCOME TAX

Accounting policies

The Group companies are subject to the tax laws that apply in the countries in which they operate. Income tax is calculated according to local rules and rates.

In France, the Group benefits from the specific SIIC tax regime for French real estate investment trusts.

The Group's subsidiaries in Italy are subject to ordinary taxation in their respective jurisdictions.

Effective 1 January 2020, the Group's Spanish companies are eligible for the SOCIMI tax regime applicable to real estate investment trusts (REITs).

Effective 31 December 2021, Carmila Puerto and Carmila Cordoba opted out of, and therefore are no longer eligible for, the SOCIMI regime.

French tax regime for listed real estate investment firms

On 1 June 2014, Carmila and its French subsidiaries subject to corporate income tax opted for the SIIC regime (French REIT) as of that date.

Characteristics of the regime

The specific corporate tax exemption regime for SIICs is an option for companies listed on a French stock market with share capital of at least €15 million, whose main corporate purpose is the acquisition or construction of properties for leasing purposes or the direct or indirect holding of equity investments in legal entities with the same corporate objective. This option cannot be revoked. Subsidiaries subject to corporate income tax may also opt for the regime if at least 95% of their share capital is held by a company having opted for the SIIC regime.

In exchange for the exemption, these listed real estate investment firms are required to distribute 95% of their rental income, 70% of their capital gains on disposals and 100% of the dividends received from their SIIC subsidiaries. The distribution requirement related to capital gains has been set at 70% since 1 January 2019.

The option of the SIIC regime entails immediate liability for an exit tax at a rate of 19% on unrealised capital gains relating to properties and shares in partnerships not subject to income tax. The exit tax is payable over a four-year period starting when the entity concerned opts for SIIC status.

Discounting of the exit tax liability

The exit tax liability is discounted according to its payment schedule. The liability initially recognised in the statement of financial position is discounted, and an interest expense is recorded at the end of each reporting period in other financial expenses, enabling the liability to be reduced to its net present value at the reporting date.

Income tax for companies not subject to the SIIC tax regime

Since its adoption of the SIIC regime on 1 June 2014, Carmila distinguishes between a SIIC segment that is exempt from tax on property-leasing transactions and capital gains on disposals and a segment subject to income tax for other activities.

Income tax for companies not subject to the SIIC regime in France and for foreign companies is calculated under the conditions of ordinary tax law. Financière Géric, which was previously liable for income tax, opted for the SIIC regime on 1 January 2017.

SOCIMI regime

Real estate income for SOCIMIs is subject to 0% corporate income tax (CIT), provided that the requirements of the SOCIMI regime are met. Unrealised capital gains recognised prior to entry into the SOCIMI regime are fixed and will be taxed when the corresponding asset is sold. Capital gains realised after election for the SOCIMI regime are exempt from capital gains tax provided that the distribution criteria are met.

Companies opting for the SOCIMI tax regime are required to make the following minimum distributions:

  • 100% of the profits from dividends received;
  • 80% of the profits resulting from the leasing of real estate and ancillary activities; and
  • 50% of the profits resulting from the transfer of properties and shares linked to the Company's business, provided that the remaining profits are reinvested in other real estate properties or equity investments within a maximum period of three years from the date of the transfer.

Spanish SOCIMIs are subject to a special 19% withholding tax on dividend distributions unless it can be proven that shareholders with an ownership interest of 5% or more are subject to tax at a minimum rate of 10%.

Ordinary-law arrangements and deferred tax

Current income tax expense is determined on the basis of tax rules and tax rates enacted or substantively enacted at the reporting date in each country during the period to which the profits relate.

The income tax payable as well as the tax on future income are offset when they originate within the same tax group, fall within the responsibility of the same tax authority, and there is a legal right to offset.

Deferred taxes are recognised when there are temporary differences between the carrying amounts of assets and liabilities and their tax base that give rise to taxable income in future periods.

After being offset against existing tax liabilities, the residual deferred tax assets are recognised if it is probable that the company concerned will have future taxable profits against which these deferred tax assets can be utilised.

Deferred tax assets and liabilities are measured using the liability method at the income tax rate expected to apply to the period in which the asset will be realised or the liability settled, based on tax rules and tax rates that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and liabilities should reflect the tax impact of the manner in which the entity expects to recover or settle the carrying amount of its assets and liabilities at the reporting date.

10.1. Income tax benefit

Income tax charge
(2,611) (2,882)
Withholding tax
Current tax
-
(261)
-
(979)
Deferred tax (2,350) (1,903)
(in thousands of euros) First-half 2022 First-half 2021
Deferred tax assets and liabilities are measured using
the liability method at the income tax rate expected
to apply to the period in which the asset will be
realised or the liability settled, based on tax rules and
10.1. Income tax benefit
25.83% used in the tax reconciliation tables reflects
the tax rate applicable in 2022 to companies with
revenues of less than €250 million, excluding the 3.3%
social contribution, which was not used by the Group
owing to the absence of income tax expense for
French companies.
After being offset against existing tax liabilities, the
residual deferred tax assets are recognised if it is
probable that the company concerned will have
future taxable profits against which these deferred
In France, the 2021 Finance Act maintained the social
contribution at 3.3%, applicable to the proportion of
tax exceeding €763 thousand, but introduced a
progressive reduction in the income tax rate, from
33.33% to 25% by 2022. The theoretical tax rate of
amounts of assets and liabilities and their tax base
that give rise to taxable income in future periods.
Deferred tax is calculated at the local tax rates
approved at the reporting date. The rates applied at
30 June 2022 are 28% in Italy and 25% in Spain.
differences
between
the
carrying
liabilities at the reporting date.

10.2. Tax reconciliation

10.2. Tax reconciliation
The reconciliation of the effective tax expense with the theoretical tax expense is as follows:
(in thousands of euros) First-half 2022 First-half 2021
Consolidated net income 156,895 18,845
Income tax benefit (expense) (2,611) (2,882)
Share of net income (loss) of equity-accounted companies (1,011) (1,467)
Net income before taxes and excluding equity-accounted companies' net income 160,517 20,260
Standard tax rate applicable to the parent company 25.00% 28.00%
Theoretical income tax (expense) benefit (40,129) (5,673)
Tax exempt income resulting from the SIIC regime 23,095 (1,450)
Tax exempt income resulting from the SOCIMI regime 15,857 6,433
Temporary differences -
Share of expenses on dividends (29) (70)
Permanent differences (50) 861
Taxes other than on income (135) (1,017)
Impact of difference in tax rates (237) -
Difference in earnings - -
Tax loss without deferred tax recognition (982) (1,964)
(2,611) (2,882)
Effective tax (expense) benefit

10.3. Current tax assets and liabilities

10.3. Current tax assets and liabilities
(in thousands of euros) 30 June 2022 31 Dec. 2021
Tax credits 2,622 6,800
Total tax assets 2,622 6,800
Tax liabilities – non-current 0 0
Tax liabilities – current 243 728
Liabilities related to tax consolidation 42 42

10.4. Deferred tax assets and liabilities

At 30 June 2022, tax receivables correspond mainly to
tax prepayments in Italy for €2.4 million. The decrease
in this item is due to the collection of the tax credit
granted by the French government in return for rent
relief afforded to tenants due to the November 2020
lockdown for €3.5 million.
The tax liability relates to €243 thousand in income tax
payable in France.
10.4. Deferred tax assets and liabilities
(in thousands of euros) 31 Dec. 2021 Profit and loss
impact
30 June 2022
Deferred tax assets 9,855 1 9,856
Deferred tax liabilities (139,445) (2,351) (141,796)
Net balance of deferred tax (129,590) (2,350) (131,940)
Breakdown of deferred tax by category
Properties (139,445) (2,351) (141,796)
Tax losses 8,935 - 7,677
Other items 920 1 2,179
Net balance of deferred tax (129,590) (2,350) (131,940)

11. OFF-BALANCE SHEET COMMITMENTS AND ASSOCIATED RISKS

Off-balance sheet commitment

An off-balance sheet commitment can be any transaction or agreement between a company and one or several entities which is not recorded on the statement of financial position. Off-balance sheet commitments may be given or received, or may be reciprocal commitments, and represent risks and rewards which can be useful for assessing the Group's financial position.

Contingent liabilities

A contingent liability is a potential obligation for the entity to a third party resulting from an event whose existence will only be confirmed by the occurrence or non-occurrence of one or several future uncertain events that are outside the entity's control.

11.1. Contingent liabilities

11.2. Commitments received

COMMITMENTS RECEIVED

financial statements. At 30 June 2022, there were no material disputes other than those already recognised in the consolidated
11.2. Commitments received
COMMITMENTS RECEIVED
(in thousands of euros) 30 June 2022 31 Dec. 2021
Unused credit facilities
Commitments related to Group financing
810,000
810,000
810,000
810,000
Bank guarantees received from tenants
Other commitments received
22,958
224
21,825
228
Commitments related to Group operating activities 23,182 22,053

11.2.1 Undrawn committed credit facilities

The Group finances itself through equity and borrowings contracted by the parent company. At 30 June 2022, the Group had two credit facilities for €270 million and €540 million, set up as part of its refinancing programme in October 2021. This facility was not drawn down during the period.

11.2.2 Bank guarantees received from tenants

11.2.3 Other guarantees received – vendor warranties

11.3. Commitments given

COMMITMENTS GIVEN

30 June 2022, the Group had two credit facilities for was not drawn down during the period.
11.2.2 Bank guarantees received from tenants
Within the scope of its business of managing shopping centres, certain leases provide for the lessor to receive a
first-demand bank guarantee securing the sums owed by the tenants.
11.2.3 Other guarantees received – vendor warranties
In the context of its acquisition of Italian assets,
Carmila Italia received a reassessment notice from
the tax authorities. This tax risk is covered by a vendor
measure. warranty. The amount of the reassessment was paid
by the seller to the tax authorities as a precautionary
11.3. Commitments given
COMMITMENTS GIVEN
(in thousands of euros) 30 June 2022 31 Dec. 2021
Commitments to complete works 3,392 1,687
Rental guarantees and deposits
Commitments related to Group operating activities
4,937
8,329
4,937
6,624
8,329 6,624

11.3.2 Commitments subject to conditions precedent

Commitments subject to conditions precedent are undertakings to purchase land, assets or securities and earn-out payments for previous acquisitions,

11.3.3 Works-related commitments

Works-related commitments correspond to works approved by the Investment Committee and/or already under contract, and not recognised on the statement of financial position. At 30 June 2022, they

11.3.4 Rental guarantees and deposits

This item mainly includes guarantees covering the operating premises of the Group and its subsidiaries. Since 2018, it also includes a guarantee given to the

11.3.5 Commitments given on swaps

At 30 June 2022, the Group had not entered into any swaps or other derivatives pending

11.4. Reciprocal commitments

None.

To the best of our knowledge, we have reported all off-balance sheet commitments that are material or some of which are not sufficiently certain to be recognised in the financial statements.

At 30 June 2022, the Group had not signed any purchase commitments.

chiefly related to the outstanding portion of the Nice Lingostière extension (off-plan acquisition) and to the off-plan acquisition of Nevers and Langueux.

tax authorities by the Italian subsidiaries regarding the application of its consolidated VAT regime.

execution/application which were not recognised in its financial statements at that date.

that may become material in the future as determined by applicable accounting standards.

12. RELATED-PARTY TRANSACTIONS

On 1 January 2021, the Carrefour group and Carmila signed agreements regarding functions or services to be performed by Carrefour on Carmila's behalf. The term of these agreements was set at five years, i.e., until 31 December 2025.

Carrefour and Carmila have also signed an agreement for the renovation and development of Carmila's assets.

On 30 June 2022, Carmila finalised the sale of a portfolio of six assets with Batipart and Atland Voisin via a joint venture, Magnirayas, in which Carmila holds a 20% minority stake. This transaction is described in Note 2.2.

There were no other substantial changes in related party transactions during the reporting period.

13. COMPENSATION AND EMPLOYEE BENEFITS

13.1. Payroll expenses

See Note 9.2.2.

13.2. Headcount

At 30 June 2022, the Carmila Group had 228 employees, including 148 in France employed by

13.3. Employee benefits

Employees receive benefits during their employment (paid leave, sick leave, profit-sharing, long-service awards, etc.) and defined-benefit or

13.3.1 Pension plans

At 31 December 2021, the Group applied the following main actuarial assumptions:

  • Discount rate: 1.10%
  • Salary increase rate: 2%

13.3.2 Share-based payments

Accounting policies

The Group applies the provisions of IFRS 2 – Share-based Payment. The fair value of share-based payment rights allocated to employees is determined at the allocation date, and is recorded within payroll expenses over the vesting period against an increase in shareholders' equity. The amount recognised as an expense is adjusted to reflect the number of rights for which it is estimated that the non-market performance and service conditions will be met. The expense ultimately recognised is based on the actual number of rights that fulfil the non-market performance and service conditions at the vesting date. For share-based payment rights subject to other conditions, fair value as determined at the allocation date reflects these conditions. The difference between the initial estimate and the actual cost does not give rise to any subsequent adjustments.

Under IFRS 2.11, equity instruments allocated must be measured at their fair value at the allocation date using an option pricing model. The Black & Scholes and Monte-Carlo models were used to simulate the fair value of each of the instruments.

its Almia Management subsidiary, 64 in Spain and 16 in Italy (excluding apprentices).

defined-contribution post-employment benefits (end-of-service indemnities, pension benefits, etc.).

These assumptions remained unchanged at 30 June 2022.

The Group has nine free share plans for corporate officers and key employees in France, Spain and Italy. The cost of these plans is recognised over the vesting period (period of employment to be completed by the beneficiaries before they are able to exercise the options allocated).

The plan allocated in 2019 (plan 5) expired on 16 May 2022 and resulted in the allocation of 129,326 free shares to key employees and corporate officers following the conversion of class C shares into class A shares.

The plans in effect at 30 June 2022, allocated in 2020, 2021 and 2022, were as follows:

  • In 2020, a new preference share plan was approved in June 2020 and incorporates a service condition as well as criteria relating to the Group's financial performance:
    • one-quarter relates to the overall yield over a three-year period up to end-2022 versus a panel of comparable companies;
  • one-quarter relates to growth in recurring earnings per share over a three-year period;
  • one-quarter relates to the achievement of CSR criteria by end-2022;
  • one-quarter relates to the total shareholder return (TSR) over a three-year period up to end-2022 versus a panel of comparable companies.
  • A new preference share plan was approved in May 2021 that incorporates a service condition as well as criteria relating to the Group's financial performance:
    • one-quarter relates to the overall yield over a three-year period up to end-2023 versus a panel of comparable companies;
    • one-quarter relates to growth in recurring earnings per share over a three-year period;
    • one-quarter relates to the achievement of CSR criteria by end-2023;
    • one-quarter relates to the total shareholder return (TSR) over a three-year period up to end-2023 versus a panel of comparable companies.
  • a new free share plan was approved in May 2022, again incorporating a service condition as well as criteria relating to the Group's financial performance:
    • one-quarter relates to the overall yield over a three-year period up to end-2024 versus a panel of comparable companies;
    • one-quarter relates to growth in recurring earnings per share over a three-year period;
    • one-quarter relates to the achievement of CSR criteria by end-2024;
    • one-quarter relates to the total shareholder return (TSR) over a three-year period up to end-2024 versus a panel of comparable companies.

The benefits allocated are recognised over the vesting period, as payroll expenses for €804 thousand against a corresponding increase in shareholders' equity of €657 thousand (offset in equity by the shares delivered during the period) and as accrued social security liabilities (20% payroll taxes) for €147 thousand.

14. ADDITIONAL INFORMATION

14.1. Subsequent events

On 21 July 2022, Carmila repaid its credit facility in an amount of €170 million and contracted a new floating-rate €550 million credit line with a five-year maturity. The new facility includes two one-year extension options and two sustainability criteria. Carmila also cancelled the first tranche of its €270 million revolving credit facility. The outstanding revolving credit facility amounts to €540 million.

15. LIST OF CONSOLIDATED COMPANIES

15.
LIST OF CONSOLIDATED COMPANIES
List of consolidated companies
Consolidated companies
% interest % control
Country 30 June 2022 31 Dec. 2021 Change 30 June 2022 31 Dec. 2021 Change
France
Carmila SA France 100.00% 100.00% - 100.00% 100.00% -
Carmila France SAS France 100.00% 100.00% - 100.00% 100.00% -
Almia Management SAS
SCI du Centre Commercial de Lescar
France
France
100.00%
100.00%
100.00%
100.00%
-
-
100.00%
100.00%
100.00%
100.00%
-
-
SCI de l'Arche France 50.00% 50.00% - 50.00% 50.00% -
SCI des Pontots France 100.00% 100.00% - 100.00% 100.00% -
SCI Carmila Anglet France 100.00% 100.00% - 100.00% 100.00% -
SCI Carmila Coquelles France 100.00% 100.00% - 100.00% 100.00% -
SCI Carmila Labège
SCI Carmila Orléans
France
France
100.00%
100.00%
100.00%
100.00%
-
-
100.00%
100.00%
100.00%
100.00%
-
-
SCI Carmila Bourges France 100.00% 100.00% - 100.00% 100.00% -
SCI Sothima France 100.00% 100.00% - 100.00% 100.00% -
Hyparmo Sarl France 100.00% 100.00% - 100.00% 100.00% -
Bay1Bay2
SAS
France 100.00% 100.00% - 100.00% 100.00% -
Financière Géric SAS France 100.00% 100.00% - 100.00% 100.00% -
Louwifi SAS
Carmila Crèche sur Saone SAS
France
France
100.00%
100.00%
100.00%
100.00%
-
-
100.00%
100.00%
100.00%
100.00%
-
-
Carmila Evreux SAS France 100.00% 100.00% - 100.00% 100.00% -
Carmila Retail Development France 100.00% 100.00% - 100.00% 100.00% -
KC11 SNC France 100.00% 100.00% - 100.00% 100.00% -
Best of the Web SAS
Carmila Saran SAS
France
France
100.00%
100.00%
100.00%
100.00%
-
-
100.00%
100.00%
100.00%
100.00%
-
-
Carmila Nice SAS France 100.00% 100.00% - 100.00% 100.00% -
Next Tower France 100.00% 100.00% - 100.00% 100.00% -
Spain
Carmila España SL Spain 100.00% 100.00% - 100.00% 100.00% -
Carmila Talavera SL
Carmila Huelva SL
Spain
Spain
100.00%
100.00%
100.00%
100.00%
-
-
100.00%
100.00%
100.00%
100.00%
-
-
Carmila Mallorca SL Spain 100.00% 100.00% - 100.00% 100.00% -
Carmila Puerto SL Spain 100.00% 100.00% - 100.00% 100.00% -
Carmila Cordoba SL Spain 100.00% 100.00% - 100.00% 100.00% -
Italy
Carmila Holding Italia SRL Italy 100.00% 100.00% - 100.00% 100.00% -
Carmila Italia SRL Italy 100.00% 100.00% - 100.00% 100.00% -
Carmila Milano Nord SRL Italy 100.00% 100.00% - 100.00% 100.00% -
% interest % control
List of consolidated companies 30 June 2022 31 Dec. 2021 Change 30 June 2022 31 Dec. 2021 Change
Equity-accounted companies 0.00% 20.00%
Country
Magnirayas
As Cancelas
France
Spain
20.00%
50.00%
50.00% - 20.00%
50.00%
0.00%
50.00%
20.00%
-
List of consolidated companies
Magnirayas France 20.00% 0.00% 20.00% 20.00% 0.00% 20.00%
As Cancelas Spain 50.00% 50.00% - 50.00% 50.00% -
Carmila Thiene SRL Italy 50.10% 50.10% - 50.10% 50.10% -

Tour Eqho - 2, avenue Gambetta – CS 60055 92066 Paris La Défense Cedex France

S.A. au capital de 5 497 100 € 775 726 417 R.C.S. Nanterre

Commissaire aux Comptes Membre de la compagnie régionale de Versailles et du Centre

KPMG S.A. DELOITTE & ASSOCIES 6, place de la Pyramide 92908 Paris La Défense Cedex France

S.A.S. au capital de 2 188 160 € 572 028 041 R.C.S. Nanterre

Commissaire aux Comptes Membre de la compagnie régionale de Versailles et du Centre

Carmila

Société Anonyme 58, Avenue Emile Zola 92100 Boulogne-Billancourt

Share capital of € 863,094,252

Statutory Auditors' Review Report on the Half-yearly Financial Information 2022

For the period from January 1st to June 30th, 2022

Tour Eqho - 2, avenue Gambetta – CS 60055 92066 Paris La Défense Cedex France

KPMG S.A. DELOITTE & ASSOCIES 6, place de la Pyramide 92908 Paris La Défense Cedex France

Carmila

Société Anonyme

58, Avenue Emile Zola 92100 Boulogne-Billancourt

Share capital of € 863,094,252

Statutory Auditors' Review Report on the Half-yearly Financial Information 2022

For the period from January 1st to June 30th, 2022

This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Shareholders,

In compliance with the assignment entrusted to us by your general meetings and in accordance with the requirements of article L. 451-1-2 III of the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on:

  • the review of the accompanying condensed half-yearly consolidated financial statements of Carmila, for the period from January 1st to June 30th, 2022,
  • the verification of the information presented in the half-yearly management report.

These condensed half-yearly consolidated financial statements were prepared under the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.

I. Conclusion on the financial statements

We conducted our review in accordance with professional standards applicable in France.

A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Tour Eqho - 2, avenue Gambetta – CS 60055 92066 Paris La Défense Cedex France

KPMG S.A. DELOITTE & ASSOCIES 6, place de la Pyramide 92908 Paris La Défense Cedex France

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.

II. Specific verification

We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.

Paris La Défense, on the July 27th, 2022

The Statutory Auditors

KPMG S.A.

French original signed by

DELOITTE & ASSOCIÉS

French original signed by

Caroline Bruno-Diaz Adrien Johner Partner Partner

Emmanuel Proudhon Partner

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