Nexity : Consolidated financial statements at 31 December 2023 (2023 URD extract)

• FINANCIAL REPORT
  Consolidated financial statements at 31 December 2023
  5.1 CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2023

5.1.1 Condensed consolidated financial statements

5.1.2 Notes to the consolidated financial statements

Note 1 Information on the Company and significant developments

Note 2 General principles

Note 3 Scope of reporting and business combinations Note 4 Recognition of revenue and operating profit Note 5 Alternative performance indicators

Note 6 Segment information

ANALYSIS OF THE FINANCIAL STATEMENTS

Note 7	Goodwill
Note 8	Rightટofટuse assets, other property, plant,
	equipment and intangible assets
Note 9	Equityટaccounted investments
Note 10	Other financial assets

WORKING CAPITAL REQUIREMENT

Note 11 Breakdown of working capital requirement Note 12 Inventories and work in progress

Note 13 Trade and other receivables Note 14 Other current assets Note 15 Other current liabilities

EQUITY

Note 16 Share capital

Note 17 Nonટcontrolling interests

Note 18 Free share award plans

Note 19 Treasury shares held

247	DEBT AND FINANCIAL RISK FACTORS	273
	Note 20 Breakdown of net debt	273
252	Note 21	Borrowings and financial liabilities	274
	Note 22	Other financial receivables	278
252	Note 23	Cash and cash equivalents	278
253	Note 24	Financial risk factors	278

254 Note 25 Fair value of financial instruments

257		by accounting category	280
258	PROVISIONS	282
258	Note 26 Current and nonટcurrent provisions	282
265	INCOME		284
265	Note 27 Employee benefits expense	284
266	Note 28 Other operating expenses	285
Note 29 Depreciation, amortisation and impairment
267	285
	of nonટcurrent assets
268	Note 30 Net financial income/(expense)	285
269	Note 31	Taxes	286
269	Note 32 Earnings per share	288
269	ADDITIONAL INFORMATION	289
269	Note 33 Offટbalance sheet commitments	289
270	Note 34 Statutory Auditors' fees	291
270	Note 35 Information on related parties	291
271	Note 36 Events after the reporting period	292
271	Note 37 Main consolidated companies
	at 31 December 2023	292
271
271	5.1.3	Statutory Auditors' report	294
272		on the consolidated financial statements

246 / Nexity / UNIVERSAL REGISTRATION DOCUMENT 2023

FINANCIAL REPORT

Consolidated financial statements at 31 December 2023

5.1.1 Condensed consolidated financial statements

Consolidated balance sheet

ASSETS
										Balance at
		Balance at
(in thousands of euros)	Notes								31/12/2022
31/12/2023
Nonટcurrent assets
Goodwill	7	1,171,893	1,397,735
Other intangible assets	8	107,153	147,596
Rightટofટuse assets	8	748,343	715,798
Property, plant and equipment	8	81,505	80,484
Equityટaccounted investments	9	132,795	109,326	5
Other financial assets	10	49,713	60,201
Deferred tax assets	31	25,342	15,899
Total non current assets							2,527,039
	2,316,744
Current assets
Inventories and work in progress	12	1,909,849	1,973,399
Trade and other receivables	13	1,163,205	1,541,735
Tax receivable	31	16,138	10,400
Other current assets	14	700,453	1,653,293
Other financial receivables	22	370,296	361,118
Cash and cash equivalents	23	715,947	897,979
Total current assets						6,437,924
	4,875,888
Assets held for sale	3.2	1,303,942	209,700
TOTAL ASSETS			8,496,574	9,174,663

Nexity / UNIVERSAL REGISTRATION DOCUMENT 2023 / 247

5	FINANCIAL REPORT
	Consolidated financial statements at 31 December 2023
	LIABILITIES AND EQUITY
										Balance at
			Balance at
	(in thousands of euros)								31/12/2022
		31/12/2023
	Equity
	Share capital	16	280,649	280,649
	Additional paidટin capital		521,060	521,060
	Treasury shares held	19	(16,633)	(21,652)
	Reserves and retained earnings		1,073,184	1,006,267
	Net profit for the period		19,206	187,770
	Equity attributable to equity holders of the parent company							1,974,094
		1,877,466
	Nonટcontrolling interests	17	63,380	61,629
	Total equity							2,035,723
		1,940,846
	Nonટcurrent liabilities
	Longટterm borrowings and financial debt	21	581,780	665,481
	Nonટcurrent lease liabilities	21	719,731	672,222
	Employee benefits	26	10,928	20,815
	Deferred tax liabilities	31	80,137	98,921
	Total non current liabilities							1,457,439
		1,392,576
	Current liabilities
	Shortટterm borrowings, financial liabilities and operating liabilities	21	1,161,677	1,227,563
	Current lease liabilities	21	128,770	106,812
	Current provisions	26	68,735	76,999
	Trade and other payables		1,750,992	1,816,277
	Current tax liabilities	31	4,693	21,263
	Other current liabilities	15	890,033	2,267,852
	Total current liabilities					5,516,766
		4,004,900
	Liabilities associated with assets held for sale	3.2	1,158,252	164,735
	TOTAL LIABILITIES AND EQUITY			8,496,574	9,174,663

248 / Nexity / UNIVERSAL REGISTRATION DOCUMENT 2023

FINANCIAL REPORT

Consolidated financial statements at 31 December 2023

Consolidated income statement

					31/12/2023				31/12/2022
(in thousands of euros)	Notes									(12 month period)
(12	month period)
Revenue	4	3,964,311	4,351,751
Purchases		(2,605,277)	(2,883,564)
Employee benefits expense	27	(664,045)	(671,481)
Other operating expenses	28	(283,409)	(256,252)
Taxes (other than income tax)		(35,657)	(33,275)
Depreciation, amortisation and impairment of nonટcurrent assets	29	(197,427)	(172,019)
Current operating profit								335,160
	178,496
Nonટcurrent operating profit		39,624	-
Operating profit								335,160
	218,120
Share of net profit of equityટaccounted investments	9	18,570	25,730	5
Operating profit after share of net profit of equityટaccounted investments								360,890
	236,690
Financial expenses	30	(116,047)	(67,817)
Financial income	30	15,954	7,244
Net financial income/(expense)							(60,573)
	(100,093)
Pre tax recurring profit						300,317
	136,597
Income tax	31	(50,780)	(88,770)
Share of net profit/(loss) from other equityટaccounted investments	9	(49,086)	(7,441)
NET PROFIT			36,731		204,106
o/w: Attributable to equity holders of the parent company		19,206	187,770
o/w: Attributable to nonટcontrolling interests		17,525	16,336
(in euros)
Net earnings per share	32	0.35	3.40
Diluted earnings per share	32	0.33	2.98

Consolidated statement of comprehensive income

				31/12/2023			31/12/2022
(in thousands of euros)								(12 month period)
(12	month period)
NET PROFIT		36,731		204,106
Change in value of derivative instruments for hedging	(2,656)	-
Foreign currency translation gains and losses	2,703	(433)
Gains and losses that may be recycled to net profit				47		(433)
Actuarial gains and losses on retirement benefits	2,150	3,870
Deferred tax on actuarial gains and losses	(555)	(999)
Other variations	-	106
Gains and losses that may not be recycled to net profit					2,977
1,595
TOTAL OTHER COMPREHENSIVE INCOME (NET OF TAX)		1,642		2,544
TOTAL COMPREHENSIVE INCOME		38,373		206,650
o/w: Attributable to equity holders of the parent company	20,848	190,314
o/w: Attributable to nonટcontrolling interests	17,525	16,336

Nexity / UNIVERSAL REGISTRATION DOCUMENT 2023 / 249

• FINANCIAL REPORT
  Consolidated financial statements at 31 December 2023

Change in consolidated equity

												Reserves		Other	Equity attributable
					Additional	Treasury			to equity holders	Non-
			Share		paid in		shares	and retained	comprehensive	of the parent	controlling	Total
(in thousands of euros)		capital		capital		held		earnings	income	company	interests	equity
Movements in 2022
At 1 January 2022	280,649	548,489	(34,066)	1,128,484	4,996	1,928,552	19,620 1,948,172
Treasury shares							12,414	(9,594)			2,820		2,820
Shareટbased payments										11,773			11,773		11,773
Impact of acquisitions or disposals
of nonટcontrolling interests after
acquisition of control										(20,585)			(20,585)		(20,585)
Dividends paid by Nexity
(€2.50 per share)										(138,100)			(138,100)		(138,100)
Total movements linked
to relationships
with shareholders							12,414	(156,506)	-	(144,092)	- (144,092)
Net profit for the period										187,770			187,770	16,336	204,106
Other comprehensive income												2,544	2,544		2,544
Total comprehensive income										187,770	2,544	190,314	16,336	206,650
Dividends paid by subsidiaries														-	(9,960)	(9,960)
Impact of changes in scope										(680)			(680)	35,633	34,953
AT 31 DECEMBER 2022	280,649	548,489	(21,652)	1,159,068	7,540	1,974,094	61,629	2,035,723
Movements in 2023
At 1 January 2023	280,649		548,489		(21,652)	1,159,068	7,540	1,974,094	61,629 2,035,723
Treasury shares							5,019	(9,488)			(4,469)		(4,469)
Shareટbased payments										2,032			2,032		2,032
Impact of acquisitions or disposals
of nonટcontrolling interests after
acquisition of control										25,066			25,066		25,066
Dividends paid by Nexity
(€2.50 per share)										(139,241)			(139,241)		(139,241)
Total movements linked to
relationships
with shareholders							5,019		(121,631)			(116,612)		(116,612)
Net profit for the period										19,206			19,206	17,525	36,731
Other comprehensive income												1,642	1,642		1,642
Total comprehensive income										19,206	1,642	20,848	17,525	38,373
Dividends paid by subsidiaries														-	(15,898)	(15,898)
Impact of changes in scope										(864)			(864)	124	(740)
AT 31 DECEMBER 2023			280,649			548,489						1,055,779		9,182	1,877,466	63,380	1,940,846
					(16,633)

250 / Nexity / UNIVERSAL REGISTRATION DOCUMENT 2023

FINANCIAL REPORT

Consolidated financial statements at 31 December 2023

Consolidated statement of cash flows

					31/12/2023								31/12/2022
(in thousands of euros)	Notes																(12 month period)
(12	month period)
Net profit attributable to equity holders of the parent company		19,206	187,770
Net profit attributable to nonટcontrolling interests		17,525	16,336
Consolidated net profit														204,106
	36,731
Elimination of nonટcash income and expenses:
Elimination of depreciation, amortisation and provisions		53,557	36,700
Elimination of depreciation of rightટofટuse assets		155,534	134,366
Elimination of gains and losses on asset disposals		(58,830)	547
Elimination of the impact of changes in fair value		-	-
Elimination of net profit from equityટaccounted investments		(18,570)	(25,730)
Elimination of net profit from other equityટaccounted investments		49,086	7,441	5
Elimination of the impact of shareટbased payments		2,032	11,773
Cash flow from operating activities after interest and tax expenses													369,203
	219,540
Elimination of net interest expense/(income)		78,786	50,350
Elimination of tax expense, including deferred taxes and tax credits		49,507	87,465
Cash flow from operating activities before interest and tax expenses											507,018
	347,833
Change in operating working capital	11	213	(186,717)
Dividends received from equityટaccounted investments	9	26,089	36,644
Interest paid		(44,233)	(20,952)
Tax paid		(91,056)	(66,759)
Net cash from/(used in) operating activities												269,234
	238,846
Purchase of subsidiaries, net of cash acquired	3.4	(6,763)	(23,446)
Proceeds from sale of subsidiaries, net of cash divested	3.5	134,820	1,274
Other changes in scope		(1,059)	245
Reclassification in accordance with IFRS 5	3.2	(14,852)	(45,395)
Purchase of property, plant, equipment and intangible assets		(59,738)	(69,135)
Purchase of financial assets		(52,837)	(10,381)
Proceeds from sale of property, plant, equipment and intangible assets		617	325
Proceeds from sale and redemption of financial assets		6,896	4,146
Net cash from/(used in) investing activities								(142,367)
	7,084
Dividends paid to equity holders of the parent company		(139,241)	(138,100)
Dividends paid to minority shareholders of consolidated companies		(15,898)	(9,960)
Net disposal/(acquisition) of treasury shares		(7,065)	639
(Acquisitions)/disposals of nonટcontrolling interests with no gain or loss of control		(114,642)	(46,329)
Proceeds from issuance of bonds		181,189	188,264
Redemption of bonds		(245,503)	(98,517)
Repayment of lease liabilities		(143,144)	(132,786)
Decrease in receivables and increase in shortટterm financial debt		27,678	(71,349)
Net cash from/(used in) financing activities							(308,138)
	(456,626)
Impact of changes in foreign currency exchange rates		(113)	188
CHANGE IN CASH AND CASH EQUIVALENTS						(181,083)
	(210,809)
Cash and cash equivalents at beginning of period		861,316	1,042,399
Cash and cash equivalents at end of period	23	650,507	861,316

Nexity / UNIVERSAL REGISTRATION DOCUMENT 2023 / 251

• FINANCIAL REPORT
  Consolidated financial statements at 31 December 2023

5.1.2 Notes to the consolidated financial statements

Note 1 Information on the Company and significant developments

1.1 Presentation

Nexity is a global real estate operator harnessing the entire spectrum of property knowટhow and skills to serve private individuals, companies, institutional investors and local authorities. Covering all segments of the real estate development and services markets, Nexity is one of the top players in French real estate and offers its clients a unique range of expertise and advice, products, services and solutions to meet their evolving needs.

The Group is present throughout France, with some limited operations elsewhere in Europe.

It is organised around the following three business divisions:

• The Development division, which includes the following activities:
• • Residential real estate development, including the development of new homes and subdivisions in France, urban regeneration and, to a lesser extent, development in other European countries, and

• • Commercial real estate development, corresponding to the development of office buildings, business parks, logistics platforms, shops and hotels;
• The Services division including:
• • Property management (property management and transactions for individuals and companies);
  • Serviced properties (management of student residences and coworking spaces);
  • Distribution (marketing of real estate products); and
• The Other activities division, which includes investment activities and the holding company.

Nexity's shares are listed on Eurolist by NYSE Euronext Paris.

1.2 Significant developments

The 2023 fiscal year was marked by the following events:

Business activity - Nexity outperforms the market

• New home reservations: -19% in volume in a market down by 26% yearટonટyear and by 41% over two years; and
• Continued strong growth in serviced real estate with revenue up 25%.

A busy 2023 to refocus the Group's roadmap

• Pivot towards urban regeneration:
• • first market deal with Carrefour and creation of the property venture, jointly owned by Carrefour (80%) and Nexity (20%). This is classified under equityટaccounted investments. The revenue expected at completion on property development activities thanks to this partnership will be in excess of €2 billion over 10 years, and
  • launch of Nexity Héritage, a property development brand specialising in urban regeneration, and partnership with Mirabaud AM to develop property venture operations.

• Disposal of international activities:
• • Disposal of activities in Poland and Portugal.
• Strategic and financial partnerships:
• • In December 2023, Nexity entered into exclusive negotiations to sell its Services to Individuals business to Bridgepoint for an enterprise value of
    €440 million. The transaction is expected to close in the 1st half of 2024. In this respect, assets and liabilities of discontinued operations are presented on specific lines of the assets and liabilities of the consolidated statement of financial position under the headings "Assets held for sale" and "Liabilities held for sale" in accordance with IFRS 5 Operations held for disposal (Note 3.2.3).

252 / Nexity / UNIVERSAL REGISTRATION DOCUMENT 2023

GENERAL INFORMATION

Note 2 General principles

2.1 Statement of compliance

The consolidated financial statements of Nexity group as at 31 December 2023 are prepared in accordance with IFRS (International Financial Reporting Standards) and the interpretations and decisions of the IFRS IC (IFRS Interpretations Committee) as adopted in the European Union.

The accounting policies and principles applied to the consolidated financial statements at 31 December 2023 are identical to those used for the consolidated financial statements for fiscal year ended 31 December 2022, except for the points described in 2.2.

FINANCIAL REPORT

Consolidated financial statements at 31 December 2023

The Company's press releases and annual reports - including historical financial information about the Company and the consolidated financial statements - are available on the Company's website www.nexity.fr/en/ group. Copies may also be obtained from Nexity's registered office at 19, rue de Vienne - TSA 50029 - 75801 Paris Cedex 8 (France).

The consolidated financial statements were approved	by	5
the Board of Directors on 28 February 2024 and will	be

submitted for approval at the Shareholders' Meeting of 23 May 2024.

2.2 New IFRS IC standards, interpretations and decisions

Pillar 2 or GloBE rules (finance law December 2023)

The aim of the "Global AntiટBase Erosion Rules" ("GloBE Rules" or "Pillar 2") is to ensure that groups of companies with revenue of at least €750 million are taxed at an effective rate of 15%.

To this end, these groups must determine, in each jurisdiction in which they operate, their effective GloBE tax rate and, if this is lower than the minimum rate, pay an additional tax.

No deferred tax in respect of Pillar 2 is recognised in the Group's financial statements at 31 December 2023 as a result of the application of the mandatory temporary

exemption introduced by the amendment to IAS 12 (published by the IASB on 23 May 2023, adopted by the EU on 8 November 2023) and applicable for accounting periods beginning on or after 1 January 2023.

In order to be as well prepared as possible for compliance with the new Pillar 2 obligations, the Group has followed OECD publications and legislative developments in the jurisdictions in which it operates. At this stage of our work, we consider that no significant additional tax cost is expected.

The other standards, amendments and interpretations adopted by the European Union in 2023 had no impact on the financial statements.

2.3 Estimates and assumptions

In the process of preparing the consolidated financial statements, the measurement of certain statement of financial position and income statement items calls for the use of assumptions or assessments based, in particular, on budgets for real estate projects. These are used to measure the operating margin, nonટcurrent assets, provisions, inventory impairment and accrued expenses, as well as the assets held for sale and the associated liabilities. Other items also require the use of estimates based on assumptions regarding business plans, or changes in the rates applied, and include provisions, goodwill, and put options granted to minority shareholders.

These assumptions, estimates or assessments are established and reviewed regularly on the basis of information available and the actual position of the Company on the date the financial statements are prepared, taking into consideration past experience and other relevant factors. Actual results may differ significantly from estimates due to changes in the underlying conditions and assumptions.

The assumptions, estimates and assessments used to prepare the financial statements for the year ended 31 December 2023 were made in the context of the real estate market crisis (sharp rise in interest rates impacting the purchasing power of real estate buyers, the announced end of the Pinel scheme, the scarcity of land, and changes of commercial property usage, etc.).

Nevertheless, in the medium term, basic housing needs in France will support demand and the Group's activity.

In addition, the Group's financial statements include the identified effects of issues and risks related to climate change. Given its activities, ESG (environmental, social and governance) issues are an essential part of Nexity group's growth and are factored into its financial decisions.

The Group is developing an ambitious strategy for a lowટcarbon, resilient city, helping to speed up the environmental transition in the real estate sector.

Nexity / UNIVERSAL REGISTRATION DOCUMENT 2023 / 253

• FINANCIAL REPORT
  Consolidated financial statements at 31 December 2023
  These commitments are reflected in the financial statements by:

• Including the costs of complying with certain building design and construction criteria into the real estate development programme budgets;

Using methods to measure goodwill that rely on projected target margins for operations, including the costs described above; and

• Including a carbon footprint reduction criterion in variable remuneration targets for executives and free share plans.

Taking climate risk into account did not represent an issue for the managerial estimates made for the preparation of the financial statements.

2.4 Reporting date

Group companies are consolidated on the basis of their financial statements for the period ended 31 December 2023.

Note 3 Scope of reporting and business combinations

3.1 Consolidation and reporting

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has power over the entity, has rights to variable returns from its involvement with the entity, and has the ability to affect those returns through its power over the entity.

In assessing control, potential voting rights that the Group is able in practice to exercise are taken into account.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Associates and joint ventures

Associates are entities in which the Group has significant influence, but not control, over financial and operating policies.

Joint ventures are entities over whose activities the Group has joint control, established by contractual agreement. Most joint ventures are real estate development programmes (residential or commercial) undertaken with another developer (joint ventures).

The consolidated financial statements include the Group share of the total recognised gains and losses of associates and joint ventures on an equityટaccounted basis, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases.

Transactions eliminated in the consolidated financial statements

The following are eliminated:

• intragroup receivables and payables; and
• intragroup balances and transactions (purchases, sales, dividends, internal margins, provisions recorded against consolidated companies, etc.).

3.2 Scope of reporting

3.2.1 Scope at 31 December 2023

Basis of reporting

Fully consolidated

Joint ventures

Associates

Equityટaccounted

Total scope of reporting

3.2.2 Changes in scope

The number of consolidated companies was virtually stable at 2,124 companies, compared to 2,128 at 31 December 2022.

The deconsolidation of 65 companies is mainly due to the removal of completed real estate programmes that have become inactive.

Development	Services	Other activities		Total at
31/12/2023
1,615	90	25	1,730
383	2	4	389
-	1	4	5
383	3	8	394
1,998	93	33		2,124

61 companies were added to the scope of reporting during the fiscal year. These are mainly companies created to support the Group's real estate projects and companies resulting from external growth.

The Group carries out its new real estate projects in multiટprogramme companies, which explains the lower number of creations.

254 / Nexity / UNIVERSAL REGISTRATION DOCUMENT 2023

3.2.3 Assets and liabilities held for sale

A nonટcurrent asset or a group of directly related assets and liabilities is considered to be held for sale when its carrying amount will be recovered mainly through a sale and not through continued use. For this to be the case, the asset must be available for immediate sale and its sale must be highly probable.

To assess the highly probable nature of the transaction, the Group considers, on a caseટbyટcase basis, the decision and authorisation process, the reasonableness and acceptability of the proposed price, as well as the market conditions and legal, regulatory and social constraints.

These assets or groups held for sale are valued at the lower of the carrying amount and the estimated sale price, net of disposal costs. They are no longer subject to depreciation. The associated assets and liabilities held for sale are presented on specific lines of the consolidated balance sheet.

Impact on the balance sheet

(in thousands of euros)

ASSETS

Goodwill

Rights of use

Other nonટcurrent assets

Deferred tax assets

Non current assets

Operating current assets

Cash and cash equivalents

Current assets

TOTAL ASSETS HELD FOR SALE

(in thousands of euros)

LIABILITIES

Nonટcontrolling interests

Longટterm borrowings and financial debt

Nonટcurrent lease liabilities

Employee benefits

Deferred tax liabilities

Non current liabilities

Shortટterm borrowings, financial liabilities and operating liabilities Current lease liabilities

Operating current liabilities

Current liabilities

TOTAL LIABILITIES HELD FOR SALE

FINANCIAL REPORT

Consolidated financial statements at 31 December 2023

When the group of assets held for sale constitutes on its own a presented reporting segment, i.e. a business line, or is part of a coordinated plan to dispose of a business line, it is then treated as a discontinued operation, and as such, the net profit and each category of cash flows are presented on dedicated lines of the income statement and consolidated statement of cash flows.

In December 2023, Nexity entered into exclusive negotiations to sell its Services to Individuals business to Bridgepoint for an enterprise value of €440 million.

Since these property management (ADB) activities do not
constitute a business line, they are not treated as
discontinued operations. The income statement has not	5
been restated. However, given the probable sale within 12
months and the material nature of the assets and liabilities

of these companies, they are presented at 31 December 2023 on specific lines under assets and liabilities on the consolidated statement of financial position.

ADB

230,000

45,223

53,666

3,780

332,669

952,622

18,651

971,273

1,303,942

-

-

35,348

10,171

2,376

47,895

86,056

11,474

1,012,827

1,110,357

1,158,252

Nexity / UNIVERSAL REGISTRATION DOCUMENT 2023 / 255