Eurazeo / 2018 Registration document

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CONTENTS	2
1. GROUP OVERVIEW	5
Profil	6
Message from the chairman of the supervisory board	8
Stakeholders	10
Challenges	12
Vision, by Virginie Morgon, Chief Executive Officer	14
Management team	18
Business model	20
The strength of a unique model	22
The Dual model	26
A multi-expertise strategy	28
Investment divisions	32
2018 highlights	38
Scope of a global group	40
Multiple expertise	44
Governance	52
Financial and stock market indicators	56
Non-financial indicators	66
2. EURAZEO’S CORPORATE SOCIAL RESPONSIBILITY	79
2.1 A proactive CSR strategy	80
2.1.1 Invest responsibly	82
2.1.2 Establish exemplary governance	86
2.1.3 Create sustainable value	87
2.1.4 Be a vector of change in society	88
2.1.5 An innovative approach to CSR impact measurement	88
2.2 Non-Financial Performance Statement	94
2.2.1 Summary table of risks and opportunities	94
2.2.2 Social and employee-related matters	95
2.2.3 Environmental matters	104
2.2.4 Ethics	115
2.2.5 Respect for human rights	117
2.3 Methodology	119
2.3.1 Summary of scopes	119
2.3.2 2020 strategy	119
2.3.3 Avoided environmental and social impacts	119
2.3.4 Socioeconomic footprint	120
2.3.5 Non-Financial Performance Statement	120
2.4 Statutory Auditors’ reports	122
2.4.1 Report by one of the Statutory Auditors, appointed as an independent third party, on the consolidated non-financial information statement included in the Group management report	122
2.4.2 Reasonable assurance report by one of the Statutory Auditors on a selection of labor and environmental information provided in the 2018 management report	124
3. GOVERNANCE	127
3.1 Management and Supervisory Bodies	128
3.1.1 Executive Board	128
3.1.2 Supervisory Board	133
3.1.3 Specialized committees	158
3.1.4 Internal rules of the Supervisory Board	161
3.2 Compensation and other benefits received by corporate officers	167
3.2.1 2019 Corporate officer compensation policy	167
3.2.2 Breakdown of compensation due or awarded to corporate officers in respect of fiscal year 2018	171
3.2.3 Other information	188
3.3 Interests held by members of the Supervisory and Executive Boards in the Company’s share capital and transactions in the Company’s shares by members of the Supervisory and Executive Boards	189
3.3.1 Interests held by members of the Supervisory and Executive Boards in the Company’s share capital	189
3.3.2 Transactions carried out by Supervisory and Executive Board members in Eurazeo’s shares during the last fiscal year	190
3.4 Risk management, internal control and main risk factors	191
3.4.1 Risk management and internal control systems	191
3.4.2 Main risks and uncertainties	197
3.5 Commitments under co-investment plans	206
4. CONSOLIDATED FINANCIAL STATEMENTS	209
4.1 Consolidated Statement of Financial Position	210
4.2 Consolidated Income Statement	212
4.3 Consolidated Statement of Other Comprehensive Income	213
4.4 Consolidated Statement of Changes in Equity	214
4.5 Consolidated Statement of Cash Flows	216
4.6 Notes to the Consolidated Financial Statements	218
NOTE 1 GENERAL PRINCIPLES	219
1.1 Critical estimates and judgment	219
1.2 Presentation of restated comparative financial statements	219
NOTE 2 CONSOLIDATION SCOPE	225
2.1 Changes in consolidation scope	225
2.2 IFRS 5 reclassification – group of assets classified as held for sale	225
NOTE 3 SEGMENT REPORTING	227
3.1 Consolidated Income Statement by business	227
3.2 Segment aggregates for the contribution of portfolio companies	230
NOTE 4 OPERATING DATA	232
4.1 Revenue	232
4.2 Other income	232
4.3 Trade and other receivables	233
4.4 Trade and other payables	234
4.5 Other assets and liabilities	234
4.6 Operating income and other income and expenses	234
NOTE 5 EMPLOYEE BENEFITS EXPENSE AND LIABILITIES	235
5.1 Number of employees and employee benefits expense	235
5.2 Employee benefit liabilities	235
5.3 Management compensation and other transactions with management (related parties)	237
NOTE 6 INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT	238
6.1 Goodwill	238
6.2 Intangible assets	239
6.3 Property, plant and equipment	240
6.4 Impairment losses on fixed assets	241
NOTE 7 INVESTMENT PROPERTIES	242
NOTE 8 ASSOCIATES AND FINANCIAL ASSETS	242
8.1 Investments in associates	242
8.2 Financial assets	243
NOTE 9 FINANCING AND FINANCIAL INSTRUMENTS	245
9.1 Net debt	245
9.2 Derivatives	247
9.3 Fair value of financial assets and liabilities	248
9.4 Net financial expense	249
9.5 Risk management	249
NOTE 10 PROVISIONS	253
10.1 Employee benefit liabilities	253
10.2 Provisions for litigation and other provisions	253
NOTE 11 INCOME TAX EXPENSE	254
11.1 Proof of tax	254
11.2 Analysis of the capitalization of tax losses	254
11.3 Sources of deferred tax	255
NOTE 12 EQUITY AND EARNINGS PER SHARE	256
12.1 Equity	256
12.2 Earnings per share	257
NOTE 13 BREAKDOWN OF CASH FLOWS	258
13.1 Cash assets	258
13.2 Working Capital Requirement (WCR) components	258
13.3 Net cash flows from operating activities	258
13.4 Net cash flows from investing activities	258
13.5 Net cash flows from financing activities	258
NOTE 14 OTHER INFORMATION	259
14.1 Post balance sheet events	259
14.2 Group audit fees	259
14.3 Off-balance sheet commitments	260
NOTE 15 LIST OF SUBSIDIARIES AND ASSOCIATES	266
NOTE 16 ACCOUNTING PRINCIPLES AND METHODS	285
4.7 Statutory Auditors' report on the consolidated financial statements year ended December 31, 2018	292
5. COMPANY FINANCIAL STATEMENTS	299
5.1 Balance Sheet	300
5.2 Income Statement	302
5.3 Notes to the Company financial statements	303
5.3.1 Accounting principles and methods	304
5.3.2 Accounting policies	304
5.3.3 Additional information	306
5.3.4 Investment portfolio	321
5.3.5 Subsidiaries and investments	324
5.3.6 Statement of cash flows	328
5.4 Statutory Auditors’ report on the financial statements	329
5.5 Five-year financial summary (Article R. 225-102 of the French Commercial Code)	332
5.6 Customer and supplier settlement periods	333
6. INFORMATION ON THE COMPANY AND THE SHARE CAPITAL	335
6.1 Information on the Company – Bylaws	336
6.2 Information on the share capital	342
6.2.1 Number of shares	342
6.2.2 Securities granting access to the share capital	342
6.2.3 Changes in share capital	343
6.2.4 Information on potential share capital dilution	343
6.2.5 Summary table of unexpired delegations of authority and authorizations used in 2018	344
6.2.6 Equity equivalents	345
6.2.7 Pledges	345
6.3 Shareholding structure	346
6.3.1 Share capital held by companies controlled by Eurazeo and/or by reciprocal investments	346
6.3.2 Current breakdown of share capital and voting rights	347
6.4 Shareholders’ agreements	350
6.4.1 Shareholders’ agreements reported to the AMF concerning Eurazeo shares	350
6.4.2 Agreements entered into by Eurazeo	351
6.5 Transactions in the Company’s shares	353
6.5.1 2018 share buyback program	353
6.5.2 Description of the 2019 buyback program subject to the approval of the Shareholders’ Meeting of April 25, 2019 in accordance with Articles 241-2 and 241-3 of the AMF’s general regulations	354
6.6 Factors affecting a potential takeover bid	356
Board authorization to issue bonus sharewarrants in the event of a takeover bid	356
Loan agreement	356
Co-investment contracts	356
Eurazeo partners	356
Eurazeo PME	356
Share purchase options/preference shares	357
Eurazeo Capital III	357
Eurazeo Capital IV	357
Double voting rights	358
Shareholders' agreements	358
6.7 Additional information	359
6.7.1 Statement by the person responsible for the registration document	359
6.7.2 Parties responsible for the audit of the financial statements	360
6.7.3 Related-party transactions	360
6.7.4 Historical financial information	361
7. SHAREHOLDERS’ MEETING	363
7.1 Special Report on share subscription and purchase options (Article L. 225-184 of the French Commercial Code)	364
Terms and conditions of the 2018 plan	364
7.2 Special Report on the grant of free shares prepared in accordance with Article L. 225-197-4 of the French Commercial Code	370
7.2.1 Description of the 2018 employee free share plan	370
7.2.2 Free performance share plan granted under the 2018 share purchase options plans	370
7.3 Agenda	373
Resolutions before the Ordinary Shareholders’ Meeting	373
Resolutions before the Extraordinary Shareholders’ Meeting	373
Resolution before the Ordinary Shareholders’ Meeting	373
7.4 Presentation and draft resolutions	374
Resolutions before the Ordinary Shareholders’ Meeting	374
Resolutions before the Extraordinary Shareholders’ Meeting	380
Resolution before the Ordinary Shareholders’ Meeting	386
Appendix to the presentation of the resolutions	387
7.5 Observations of the Supervisory Board on the Executive Board’s report	399
7.6 Statutory Auditors’ special report on related-party agreements and commitments	400
Agreements and commitments submitted for the approval of the Shareholders’ Meeting	400
Agreements and commitments previously approved by the Shareholders’ Meeting	402
7.7 Other Special Reports of the Statutory Auditors	409
Statutory Auditors’ report on the share capital decrease by cancelling shares purchased under share buyback programs	409
Statutory Auditors’ report on the authorization to award stock subscription or purchase options	410
Statutory Auditors’ report on the authorization to award existing shares or shares to be issued	411
Statutory Auditors’ report on the issue of ordinary shares and/or securities granting access to the capital reserved for members of a company savings plan	412
Statutory Auditors’ report on the proposed issue of bonus share warrants in the event of takeover bids targeting the Company’s shares	413
2019 CROSS-REFERENCE TABLES	414
Registration Document Cross-Reference Table	414
Annual Financial Report Cross-Reference Table	416
Executive Board Management Report Cross-Reference Table	417
Social, environmental and societal Information Cross-Reference Table	419

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