Eurazeo / 2018 Registration document

CONTENTS2
1. GROUP OVERVIEW5
Profil6
Message from the chairman of the supervisory board8
Stakeholders10
Challenges12
Vision, by Virginie Morgon, Chief Executive Officer14
Management team18
Business model20
The strength of a unique model22
The Dual model26
A multi-expertise strategy28
Investment divisions32
2018 highlights38
Scope of a global group40
Multiple expertise44
Governance52
Financial and stock market indicators56
Non-financial indicators66
2. EURAZEO’S CORPORATE SOCIAL RESPONSIBILITY79
2.1 A proactive CSR strategy80
2.1.1 Invest responsibly82
2.1.2 Establish exemplary governance86
2.1.3 Create sustainable value87
2.1.4 Be a vector of change in society88
2.1.5 An innovative approach to CSR impact measurement88
2.2 Non-Financial Performance Statement94
2.2.1 Summary table of risks and opportunities94
2.2.2 Social and employee-related matters95
2.2.3 Environmental matters104
2.2.4 Ethics115
2.2.5 Respect for human rights117
2.3 Methodology119
2.3.1 Summary of scopes119
2.3.2 2020 strategy119
2.3.3 Avoided environmental and social impacts119
2.3.4 Socioeconomic footprint120
2.3.5 Non-Financial Performance Statement120
2.4 Statutory Auditors’ reports122
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 report122
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 report124
3. GOVERNANCE127
3.1 Management and Supervisory Bodies128
3.1.1 Executive Board128
3.1.2 Supervisory Board133
3.1.3 Specialized committees158
3.1.4 Internal rules of the Supervisory Board161
3.2 Compensation and other benefits received by corporate officers167
3.2.1 2019 Corporate officer compensation policy167
3.2.2 Breakdown of compensation due or awarded to corporate officers in respect of fiscal year 2018171
3.2.3 Other information188
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 Boards189
3.3.1 Interests held by members of the Supervisory and Executive Boards in the Company’s share capital189
3.3.2 Transactions carried out by Supervisory and Executive Board members in Eurazeo’s shares during the last fiscal year190
3.4 Risk management, internal control and main risk factors191
3.4.1 Risk management and internal control systems191
3.4.2 Main risks and uncertainties197
3.5 Commitments under co-investment plans206
4. CONSOLIDATED FINANCIAL STATEMENTS209
4.1 Consolidated Statement of Financial Position210
4.2 Consolidated Income Statement212
4.3 Consolidated Statement of Other Comprehensive Income213
4.4 Consolidated Statement of Changes in Equity214
4.5 Consolidated Statement of Cash Flows216
4.6 Notes to the Consolidated Financial Statements218
NOTE 1 GENERAL PRINCIPLES219
1.1 Critical estimates and judgment219
1.2 Presentation of restated comparative financial statements219
NOTE 2 CONSOLIDATION SCOPE225
2.1 Changes in consolidation scope225
2.2 IFRS 5 reclassification – group of assets classified as held for sale225
NOTE 3 SEGMENT REPORTING227
3.1 Consolidated Income Statement by business227
3.2 Segment aggregates for the contribution of portfolio companies230
NOTE 4 OPERATING DATA232
4.1 Revenue232
4.2 Other income232
4.3 Trade and other receivables233
4.4 Trade and other payables234
4.5 Other assets and liabilities234
4.6 Operating income and other income and expenses234
NOTE 5 EMPLOYEE BENEFITS EXPENSE AND LIABILITIES235
5.1 Number of employees and employee benefits expense235
5.2 Employee benefit liabilities235
5.3 Management compensation and other transactions with management (related parties)237
NOTE 6 INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT238
6.1 Goodwill238
6.2 Intangible assets239
6.3 Property, plant and equipment240
6.4 Impairment losses on fixed assets241
NOTE 7 INVESTMENT PROPERTIES242
NOTE 8 ASSOCIATES AND FINANCIAL ASSETS242
8.1 Investments in associates242
8.2 Financial assets243
NOTE 9 FINANCING AND FINANCIAL INSTRUMENTS245
9.1 Net debt245
9.2 Derivatives247
9.3 Fair value of financial assets and liabilities248
9.4 Net financial expense249
9.5 Risk management249
NOTE 10 PROVISIONS253
10.1 Employee benefit liabilities253
10.2 Provisions for litigation and other provisions253
NOTE 11 INCOME TAX EXPENSE254
11.1 Proof of tax254
11.2 Analysis of the capitalization of tax losses254
11.3 Sources of deferred tax255
NOTE 12 EQUITY AND EARNINGS PER SHARE256
12.1 Equity256
12.2 Earnings per share257
NOTE 13 BREAKDOWN OF CASH FLOWS258
13.1 Cash assets258
13.2 Working Capital Requirement (WCR) components258
13.3 Net cash flows from operating activities258
13.4 Net cash flows from investing activities258
13.5 Net cash flows from financing activities258
NOTE 14 OTHER INFORMATION259
14.1 Post balance sheet events259
14.2 Group audit fees259
14.3 Off-balance sheet commitments260
NOTE 15 LIST OF SUBSIDIARIES AND ASSOCIATES266
NOTE 16 ACCOUNTING PRINCIPLES AND METHODS285
4.7 Statutory Auditors' report on the consolidated financial statements year ended December 31, 2018292
5. COMPANY FINANCIAL STATEMENTS299
5.1 Balance Sheet300
5.2 Income Statement302
5.3 Notes to the Company financial statements303
5.3.1 Accounting principles and methods304
5.3.2 Accounting policies304
5.3.3 Additional information306
5.3.4 Investment portfolio321
5.3.5 Subsidiaries and investments324
5.3.6 Statement of cash flows328
5.4 Statutory Auditors’ report on the financial statements329
5.5 Five-year financial summary (Article R. 225-102 of the French Commercial Code)332
5.6 Customer and supplier settlement periods333
6. INFORMATION ON THE COMPANY AND THE SHARE CAPITAL335
6.1 Information on the Company – Bylaws336
6.2 Information on the share capital342
6.2.1 Number of shares342
6.2.2 Securities granting access to the share capital342
6.2.3 Changes in share capital343
6.2.4 Information on potential share capital dilution343
6.2.5 Summary table of unexpired delegations of authority and authorizations used in 2018344
6.2.6 Equity equivalents345
6.2.7 Pledges345
6.3 Shareholding structure346
6.3.1 Share capital held by companies controlled by Eurazeo and/or by reciprocal investments346
6.3.2 Current breakdown of share capital and voting rights347
6.4 Shareholders’ agreements350
6.4.1 Shareholders’ agreements reported to the AMF concerning Eurazeo shares350
6.4.2 Agreements entered into by Eurazeo351
6.5 Transactions in the Company’s shares353
6.5.1 2018 share buyback program353
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 regulations354
6.6 Factors affecting a potential takeover bid356
Board authorization to issue bonus sharewarrants in the event of a takeover bid356
Loan agreement356
Co-investment contracts356
Eurazeo partners356
Eurazeo PME356
Share purchase options/preference shares357
Eurazeo Capital III357
Eurazeo Capital IV357
Double voting rights358
Shareholders' agreements358
6.7 Additional information359
6.7.1 Statement by the person responsible for the registration document359
6.7.2 Parties responsible for the audit of the financial statements360
6.7.3 Related-party transactions360
6.7.4 Historical financial information361
7. SHAREHOLDERS’ MEETING363
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 plan364
7.2 Special Report on the grant of free shares prepared in accordance with Article L. 225-197-4 of the French Commercial Code370
7.2.1 Description of the 2018 employee free share plan370
7.2.2 Free performance share plan granted under the 2018 share purchase options plans370
7.3 Agenda373
Resolutions before the Ordinary Shareholders’ Meeting373
Resolutions before the Extraordinary Shareholders’ Meeting373
Resolution before the Ordinary Shareholders’ Meeting373
7.4 Presentation and draft resolutions374
Resolutions before the Ordinary Shareholders’ Meeting374
Resolutions before the Extraordinary Shareholders’ Meeting380
Resolution before the Ordinary Shareholders’ Meeting386
Appendix to the presentation of the resolutions387
7.5 Observations of the Supervisory Board on the Executive Board’s report399
7.6 Statutory Auditors’ special report on related-party agreements and commitments400
Agreements and commitments submitted for the approval of the Shareholders’ Meeting400
Agreements and commitments previously approved by the Shareholders’ Meeting402
7.7 Other Special Reports of the Statutory Auditors409
Statutory Auditors’ report on the share capital decrease by cancelling shares purchased under share buyback programs409
Statutory Auditors’ report on the authorization to award stock subscription or purchase options410
Statutory Auditors’ report on the authorization to award existing shares or shares to be issued411
Statutory Auditors’ report on the issue of ordinary shares and/or securities granting access to the capital reserved for members of a company savings plan412
Statutory Auditors’ report on the proposed issue of bonus share warrants in the event of takeover bids targeting the Company’s shares413
2019 CROSS-REFERENCE TABLES414
Registration Document Cross-Reference Table414
Annual Financial Report Cross-Reference Table416
Executive Board Management Report Cross-Reference Table417
Social, environmental and societal Information Cross-Reference Table419

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