Eurazeo / 2018 Registration document

GOVERNANCE Commitments under co-investment plans

Commitments under co-investment plans 3.5

In line with standard investment fund practice, Eurazeo has created a “co-investment” plan for the members of the Executive Board and investment teams (“the beneficiaries”). Under the agreements entered into by Eurazeo and these individuals and in accordance with the decisions validated by the Supervisory Board, the latter could be entitled, for a given investment portfolio, in return for a capital investment by them and after the minimum preferential return guaranteed to Eurazeo of 6% per annum (the ''hurdle''), to a share of any net aggregate capital gain realized on the investments concerned following disposal of the last investment of up to 10% or 12% depending on the plan. Similar mechanisms were entered into with Eurazeo Capital II and Eurazeo PME III B investors. Since 2012, the co-investment plans have been structured around a variable capital company grouping together Eurazeo (95% of the share capital) and private individual investors (holding the remaining 5% of the share capital). These “CarryCo” companies participate in each investment performed by Eurazeo in the amount of 10%. For investments performed since 2014, the plan includes a component calculated on a deal by deal basis. This personal co-investment by management and teams is paid in cash to Eurazeo at the time of each investment and may be lost in full if Eurazeo does not recover the funds invested.

The percentage was increased to 12% from June 2017 for the CarryCo Capital 2 plan. This percentage will also apply to the CarryCo Brands, CarryCo Patrimoine 2 and CarryCo Croissance 3 plans. The following plans have been settled since the introduction of the principle of co-investment by the investment teams and Executive Board members: the first plan covering investments performed during the period • 2003-2004 was settled in 2007, as disclosed in the 2007 Registration Document. the second plan covering investments performed during the • period 2005-2008 did not attain the 6% preferential return reserved for Eurazeo, leading to the loss of amounts invested by the investment teams; the third plan covering investments performed during the period • 2009-20011 was settled at the end of 2016/beginning of 2017, as disclosed in the 2016 Registration Document; Eurazeo teams have invested a total of €15,083 thousand in plans opened since 2012, including €3,692 thousand invested by members of the Executive Board.

CarryCo Croissance

CarryCo Capital

CarryCo Croissance 2

CarryCo Patrimoine

CarryCo Capital 2

Invested amounts (in euros)

Position *

2012-2013 2014-2017 2015-2018 2015-2018 2018-2021

Total

Chairwoman of the Executive Board

Virginie Morgon

42,000 1,255,776

132,330 176,340 772,320 2,378,766

Sub-total

42,000 1,255,776 132,330 176,340 772,320 2,378,766

Other Executive Board members Sub-total Executive Board members

24,500 784,860

66,165

99,926

337,890 1,313,341

66,500 2,040,636 198,495

276,266 1,110,210 3,692,107 899,334 3,716,282 11,390,785

Other beneficiaries

283,500 5,807,964

683,705

TOTAL

350,000 7,848,600 882,200 1,175,600 4,826,492 15,082,892

As of December 31, 2018, irrespective of the position in respect of which these amounts were subscribed. * 

In view of the terms and conditions of co-investment contracts, the period of time (with the exception of the 2012-2013 Croissance plan main characteristics of which are described in Note 17 to the Company which, as of December 31, 2018, is not expected to produce a gain) financial statements in this Registration Document, it may be deduced and the future crossing of the 6% annual hurdle is currently uncertain, that, as the investments involved have only been held for a short the final value cannot be estimated at this time.

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Eurazeo

2018 Registration Document