Our Mission Statement: "Restoring retail as a service for the common good"

UNIVERSAL REGISTRATION DOCUMENT

2022

including the annual financial report

CONTENTS

INTRODUCTION

Meeting with Antoine FREY

3

History of the Group

4

Key figures

5

Historical Financial Information

6

Group overview as of 31 December 2022

8

1

MANAGEMENT REPORT

11

Management report to the Annual Ordinary

General Meeting

11

1.1

Company and Group activities

14

1.2

Asset portfolio at 31 December 2022

31

1.3

Environment and activities

34

1.4

Risk factors

46

1.5

Capital Information

51

1.6

Corporate governance

57

1.7

Internal control

91

1.8

Regulated agreements

94

2

1.9

Other information

94

FINANCIAL STATEMENTS

101

2.1

Consolidated financial statements

at 31 December 2022

102

AFR

2.2

Statutory Auditors' report on the consolidated

AFR

financial statements

139

2.3

Corporate Financial statements of FREY SA

142

AFR

2.4

Statutory Auditors' Report on the Corporate

3

Financial Statements

158

FREY:

A COMMITTED COMPANY

163

3.1

Mission report

165

3.2

Non-financial information

209

3.3

Limited assurance report by one of the

Statutory Auditors based on selected

consolidated non-financial information

presented in the 2022 Universal Registration

Document

211

4

3.4

Financial risks related to the effects of climate

RELATEDchange -PARTY

213

TRANSACTIONS

215

4.1

Related-party transactions

216

4.2 Statutory Auditors' special report on related-

party agreements

216 AFR

5

INFORMATION ON

EMPLOYEES AND PAY

POLICY

219

5.1

Information on labour and societal issues

220

5.1

Employment

220

5.2

Change in average salary

222

5.3

Work organisation

222

5.4

Employee relations

223

5.5

Career and remuneration management

223

5.6

Well-being at work

224

5.7

Training

224

5.8

Equal treatment

225

5.9

Promotion of and compliance with the

provisions of the ILO fundamental

6

ADDITIONALconventions

225

INFORMATION

227

6.1

Information about the Company

228

6.2 Information from third parties, expert

statements, declarations of interests

232

6.3 Research and development, patents,

trademarks and licenses

235

AFR

6.4

Material contracts

235

6.5 Person responsible for the Universal

Registration Document

236

AFR

6.6 Statement by the person responsible for the

Universal Registration Document

236

6.7

Statutory Auditors

237

6.8

Documents available to the public

237

6.9

Cross-reference table

238

THE ELEMENTS OF THE ANNUAL FINANCIAL REPORT ARE IDENTIFIED IN THE TABLE OF CONTENTS USING THE PICTOGRAM AFR

UNIVERSAL

REGISTRATION

DOCUMENT

2022

including the annual financial report

www.frey.fr

The Universal Registration Document was filed on 24 March 2023 with the French Financial Markets Authority (Autorité des marchés financiers - AMF) in its capacity as the competent authority pursuant to regulation (EU) No. 2017/1129, without prior approval in accordance with Article 9 of said regulation.

The Universal Registration Document may be used for the purposes of a public offer of financial securities or for the admission of financial securities to trading on a regulated market if it is supplemented by an offering circular and, where applicable, a summary of all amendments made to the Universal Registration Document. The documents thus combined shall be approved by the French Financial Markets Authority in accordance with regulation (EU) No. 2017/1129.

This Universal Registration Document, including the Annual Financial Report, is a reproduction of the official version that has been prepared in ESEF format and is available on www.frey.fr

This is a translation into English of the (universal) registration document of the Company issued in French and it is available on the website of the Issuer.

Pursuant to Article 19 of Regulation (EU) No. 2017/1129, the following information is included by reference in this Universal Registration Document:

  • the consolidated financial statements of the Group on 31 December 2020 and the report from FREY's Statutory Auditors on said consolidated financial

●

●

●

statements presented in the Chapters "Consolidated financial statements" and "Statutory Auditors' report on the consolidated financial statements" of the Universal Registration Document filed on 9 April 2021 with the French Financial Markets Authority under reference D.21-0282 (the "2020 Universal Registration Document") on pages 111 and 153;

the special report prepared by FREY's Statutory Auditors on the related-party agreements and undertakings for the financial year ended 31 December 2020, which are set out in the Chapter entitled "Related-party transaction" (page 195) of the 2020 Universal Registration Document;

a review of FREY Group's financial position and results for the financial year ended 31 December 2020 taken from the Chapter entitled "Management Report" of the 2020 Universal Registration Document (pages 14-33);

the consolidated financial statements of the Group on 31 December 2021 and the report from FREY's Statutory Auditors on the said consolidated

●

●

●

financial statements presented in the Chapters "Consolidated financial statements" and "Statutory Auditors' report on the consolidated financial statements" of the Universal Registration Document filed on 25 March 2022 with the French Financial Markets Authority under reference D.21-0153 (the "2021 Universal Registration Document") on pages 113 and 159;

the special report prepared by FREY's Statutory Auditors on the related-party agreements and undertakings for the financial year ended 31 December 2021, which are set out in the Chapter entitled "Related-party transaction" (page 247) of the 2021 Universal Registration Document;

a review of FREY Group's financial position and results for the financial year ended 31 December 2021 taken from the Chapter entitled "Management Report" of the 2020 Universal Registration Document (pages 14-32);

the non-included parts of these documents are either irrelevant for the investor or covered in another area in this Universal Registration Document.

Copies of the 2020 Registration Document, the 2021 Universal Registration Document and this Universal Registration Document are available free of charge from FREY, 1 rue René Cassin -51430 Bezannes, and on its website (www.frey.fr), as well as on the website of the French Financial Markets Authority (www.amf-france.org)

UNIVERSAL REGISTRATION DOCUMENT 2022 -

1

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- UNIVERSAL REGISTRATION DOCUMENT 2022

www.frey.fr

MEETING WITH ANTOINE FREY

  • FREY has always been committed to a progressive approach and is now leading the field with its innovative and exemplary social and environmental commitment, able to share the best practices identified and always improve the positive impact of its business.
    With this Mission Statement:"Restoring retail as a service for the common good", FREY affirms its conviction that the role of retail goes far beyond a simple commercial transaction and participates in bringing people together and breaking down barriers and contributes to the local economy, whilst minimising the environmental impact.
    FREY is thus reinventing the image of shopping centres to make them mixed places where various uses find their place and meeting the needs of the regions. Its shopping centres are one of a kind; they are above all collective, living, fun, friendly, attentive to the well-being of all and respectful of the environment. »

ANTOINE FREY,

Chairman and Chief Executive

Officer

MEETING WITH ANTOINE FREY

UNIVERSAL REGISTRATION DOCUMENT 2022 -

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Frey SA published this content on 30 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 May 2023 13:27:06 UTC.