Contents | 2 |
01. Presentation of the Group and its activities | 4 |
Profile | 6 |
Key figures | 8 |
Message of Michel David-Weill, Chairman of the Supervisory Board | 10 |
Trends | 12 |
Interview of Virginie Morgon, Chairwoman of the Executive Board | 14 |
Organisation | 18 |
Governance | 20 |
The Supervisory Board | 22 |
Responsibility | 24 |
Performances | 26 |
02. Activity during the year and outlook | 28 |
2.1 Activity during the year and outlook | 30 |
2.1.1 HIGHLIGHTS | 30 |
2.1.2 INCOME STATEMENT BY BUSINESS | 32 |
2.1.3 ACTIVITY OF THE DIVISIONS | 36 |
2.1.4 A STEADILY IMPROVED FINANCIAL STRUCTURE | 40 |
2.1.5 SHAREHOLDERS: LOYALTY AND STABILITY AT THE CORE OF OUR MODEL | 41 |
2.2 Value creation | 44 |
ASSETS UNDER MANAGEMENT AND NET ASSETS VALUE | 44 |
2.3 Post-balance sheet events | 46 |
2.4 Outlook | 46 |
03. Eurazeo Corporate Social Responsibility | 48 |
3.1 CSR Strategy | 50 |
3.1.1 2014-2019: THE 5-YEAR RESPONSIBILITY REVIEW | 50 |
3.1.2 2020-2030: A NEW AMBITION | 63 |
3.2 Non-financial Performance Statement | 64 |
3.2.1 SUMMARY TABLE OF RISKS AND OPPORTUNITIES | 64 |
3.2.2 SOCIAL AND EMPLOYEE-RELATED MATTERS | 65 |
3.2.3 ENVIRONMENTAL MATTERS | 76 |
3.2.4 ETHICS | 87 |
3.2.5 RESPECT FOR HUMAN RIGHTS | 89 |
3.3 Table of indicators | 91 |
3.3.1 2014-2019 CSR STRATEGY: DETAILED RESULTS | 91 |
3.3.2 NON-FINANCIAL PERFORMANCE STATEMENT | 93 |
3.4 Methodology | 96 |
3.4.1 SUMMARY OF SCOPES | 96 |
3.4.2 2014-2019 STRATEGY | 96 |
3.4.3 ENVIRONMENTAL AND SOCIAL IMPACTS | 96 |
3.4.4 NON-FINANCIAL PERFORMANCE
STATEMENT | 97 |
3.5 Statutory Auditors' reports | 100 |
3.5.1 REPORT BY ONE OF THE STATUTORY AUDITORS, APPOINTED AS AN INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED NON-FINANCIAL PERFORMANCE STATEMENT INCLUDED IN THE GROUP MANAGEMENT REPORT | 100 |
3.5.2. REASONABLE ASSURANCE REPORT BY ONE OF THE STATUTORY AUDITORS ON A SELECTION OF LABOR AND ENVIRONMENTAL INFORMATION PROVIDED IN THE MANAGEMENT REPORT | 104 |
3.6 Vigilance plan | 105 |
3.6.1 INTRODUCTION | 105 |
3.6.2 BASIC PRINCIPLES AND REFERENCES | 105 |
3.6.3 MAPPING, IDENTIFICATION, ANALYSIS AND RANKING OF RISKS | 106 |
3.6.4 REGULAR EVALUATION PROCEDURES | 106 |
3.6.5 ACTIONS ADAPTED TO RISK MITIGATION OR PREVENTION OF SERIOUS HARM | 107 |
3.6.6 WHISTLEBLOWING SYSTEM | 107 |
3.6.7 MEASUREMENT MONITORING SYSTEM | 107 |
04. Risk management | 108 |
4.1 Risk management and internal control systems | 111 |
4.1.1. FACTORING IN RISKS IN THE COMPANY'S KEY PROCESSES | 111 |
4.1.2 RISK MANAGEMENT PLAYERS | 112 |
4.1.3 AN ENVIRONMENT WHICH SEEKS TO PROMOTE HONEST AND ETHICAL BEHAVIOR | 114 |
4.1.4 INTERNAL CONTROL COVERING THE PREPARATION AND PROCESSING OF FINANCIAL INFORMATION | 115 |
4.2 Risk factors | 116 |
4.2.1 STRATEGIC AND OPERATIONAL RISKS LINKED TO ACTIVITY | 117 |
4.2.2 IMAGE AND COMPLIANCE RISKS | 122 |
4.2.3 FINANCIAL RISKS | 125 |
4.3 Disputes | 128 |
05. Governance | 130 |
5.1 Members of the Executive Board | 132 |
5.2 Offices and positions held by the Executive Board | 134 |
5.3 Members of the Supervisory Board | 138 |
5.4 Offices and positions held by the Supervisory Board | 145 |
5.5 Organization and activities of the Supervisory Board | 156 |
5.6 Activity of specialized committees | 159 |
5.7 Charters and internal rules | 165 |
5.8 Compensation and other benefits received by corporate officers | 171 |
5.9 Regulated agreements | 196 |
5.10 Procedure to assess standard agreements | 197 |
5.11 Table of unexpired delegations | 198 |
5.12 Procedures regarding the participation of shareholders at Shareholders' Meetings | 199 |
5.13 Interests held by members of the Supervisory and Executive Boards in the Company’s share capital and transactions in the Company’s shares by these members | 200 |
5.14 Commitments under co-investment plans | 202 |
5.15 Publication of information mentioned in Article L. 225-37-5 of the French Commercial Code | 203 |
06. Financial Statements | 206 |
6.1 Consolidated Financial Statements for the year ended December 31, 2019 | 208 |
6.1.1 CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 208 |
6.1.2 CONSOLIDATED INCOME STATEMENT | 210 |
6.1.3 CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME | 211 |
6.1.4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 212 |
6.1.5 CONSOLIDATED STATEMENT OF CASH FLOWS | 214 |
6.1.6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 216 |
6.1.7 STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS | 297 |
6.2 Company financial statements | 302 |
6.2.1 BALANCE SHEET | 302 |
6.2.2 NOTES TO THE COMPANY FINANCIAL STATEMENTS | 305 |
6.2.3 STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS | 330 |
6.3 Other items relating to the Company financial statements | 333 |
6.3.1 Customer and supplier settlement periods | 333 |
6.3.2 Expenses and charges referred to in Article 223 quater of the French General Tax Code | 333 |
6.4 Five-year financial summary (Article R. 225-102 of the French Commercial Code) | 334 |
6.5 NAV Methodology | 335 |
6.6 Statement by the Statutory Auditors regarding Eurazeo’s Net Asset Value as of December 31, 2019 | 336 |
07. Share capital and share ownership | 338 |
7.1 Shareholding structure | 340 |
7.1.1 BREAKDOWN OF SHARE CAPITAL AND VOTING RIGHTS | 340 |
7.1.2 SHAREHOLDERS' AGREEMENTS | 344 |
7.2 Transactions in the Company’s shares | 346 |
7.2.1 2019 SHARE BUYBACK PROGRAM | 346 |
7.2.2 DESCRIPTION OF THE 2020 BUYBACK PROGRAM SUBJECT TO THE APPROVAL OF THE SHAREHOLDERS’ MEETING OF APRIL 30, 2020 IN ACCORDANCE WITH ARTICLES 241-2 AND 241-3
OF THE AMF’S GENERAL REGULATIONS | 347 |
7.3 Information on the share capital | 349 |
7.3.1 NUMBER OF SHARES | 349 |
7.3.2 SECURITIES GRANTING ACCESS TO THE SHARE CAPITAL | 349 |
7.3.3 CHANGES IN SHARE CAPITAL | 349 |
7.3.4 INFORMATION ON POTENTIAL SHARE CAPITAL DILUTION | 350 |
7.3.5 EQUITY EQUIVALENTS | 350 |
7.3.6 PLEDGES | 350 |
08. Shareholders’ Meeting | 352 |
8.1 Agenda | 354 |
RESOLUTIONS BEFORE THE ORDINARY SHAREHOLDERS’ MEETING | 354 |
RESOLUTIONS BEFORE THE EXTRAORDINARY SHAREHOLDERS’ MEETING | 354 |
RESOLUTION BEFORE THE ORDINARY SHAREHOLDERS’ MEETING | 354 |
8.2 Draft resolutions proposed to the Shareholders' Meeting | 355 |
RESOLUTIONS BEFORE THE ORDINARY SHAREHOLDERS’ MEETING | 355 |
RESOLUTIONS BEFORE THE EXTRAORDINARY SHAREHOLDERS’ MEETING | 362 |
RESOLUTION BEFORE THE ORDINARY SHAREHOLDERS’ MEETING | 373 |
APPENDIX TO THE PRESENTATION OF THE RESOLUTIONS | 374 |
8.3 Special report on share subscription and purchase options (Article L. 225-184 of the French Commercial Code) | 387 |
8.4 Special report on the grant of free shares prepared in accordance with Article L. 225-197-4 of the French Commercial Code | 394 |
8.4.1 DESCRIPTION OF THE 2019 EMPLOYEE FREE SHARE PLAN | 394 |
8.4.2 FREE PERFORMANCE SHARE PLAN GRANTED UNDER THE 2019 SHARE PURCHASE OPTION PLANS | 394 |
8.4.3 VESTING OF PERFORMANCE SHARES GRANTED UNDER THE 2016 SHARE PURCHASE OPTION PLAN | 396 |
8.5 Observations of the Supervisory Board on the Executive Board’s report | 397 |
8.6 Statutory Auditors’ special report on related-party agreements | 398 |
AGREEMENTS SUBMITTED FOR THE APPROVAL OF THE SHAREHOLDERS’ MEETING | 398 |
AGREEMENTS ALREADY APPROVED BY THE SHAREHOLDERS’ MEETING | 399 |
8.7 Statutory Auditors’ report on the issue of shares and/or securities with or without shareholders’ preferential subscription rights | 404 |
09. Additional information | 406 |
9.1 Information on the Company – Bylaws | 408 |
BYLAWS | 408 |
9.2 Regulatory environment | 414 |
9.3 Related-party transactions | 414 |
REGULATED AGREEMENTS SUBJECT TO THE APPROVAL OF THE SUPERVISORY BOARD ARE DETAILED IN THE STATUTORY AUDITORS' SPECIAL REPORT AND ARE THEREFORE NOT INCLUDED IN THIS SECTION | 414 |
9.4 Statement by the person responsible for the Universal Registration Document | 415 |
9.5 Parties responsible for the audit of the financial statements | 415 |
9.6 Historical financial information | 416 |
ADDITIONAL INFORMATION CONCERNING THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2018 | 416 |
ADDITIONAL INFORMATION CONCERNING THE COMPANY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2018 | 416 |
9.7 Universal Registration Document cross-reference table | 417 |
UNIVERSAL REGISTRATION DOCUMENT CROSS-REFERENCE TABLE | 417 |
ANNUAL FINANCIAL REPORT CROSS-REFERENCE TABLE | 419 |
EXECUTIVE BOARD MANAGEMENT REPORT CROSS-REFERENCE TABLE | 420 |
SOCIAL, ENVIRONMENTAL AND SOCIETAL INFORMATION CROSS-REFERENCE TABLE | 422 |