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 |