Eurazeo / 2019 Universal Registration Document

Contents2
01. Presentation of the Group and its activities4
Profile6
Key figures8
Message of Michel David-Weill, Chairman of the Supervisory Board10
Trends12
Interview of Virginie Morgon, Chairwoman of the Executive Board14
Organisation18
Governance20
The Supervisory Board22
Responsibility24
Performances26
02. Activity during the year and outlook28
2.1 Activity during the year and outlook30
2.1.1 HIGHLIGHTS30
2.1.2 INCOME STATEMENT BY BUSINESS32
2.1.3 ACTIVITY OF THE DIVISIONS36
2.1.4 A STEADILY IMPROVED FINANCIAL STRUCTURE40
2.1.5 SHAREHOLDERS: LOYALTY AND STABILITY AT THE CORE OF OUR MODEL41
2.2 Value creation44
ASSETS UNDER MANAGEMENT AND NET ASSETS VALUE44
2.3 Post-balance sheet events46
2.4 Outlook46
03. Eurazeo Corporate Social Responsibility48
3.1 CSR Strategy50
3.1.1 2014-2019: THE 5-YEAR RESPONSIBILITY REVIEW50
3.1.2 2020-2030: A NEW AMBITION63
3.2 Non-financial Performance Statement64
3.2.1 SUMMARY TABLE OF RISKS AND OPPORTUNITIES64
3.2.2 SOCIAL AND EMPLOYEE-RELATED MATTERS65
3.2.3 ENVIRONMENTAL MATTERS76
3.2.4 ETHICS87
3.2.5 RESPECT FOR HUMAN RIGHTS89
3.3 Table of indicators91
3.3.1 2014-2019 CSR STRATEGY: DETAILED RESULTS91
3.3.2 NON-FINANCIAL PERFORMANCE STATEMENT93
3.4 Methodology96
3.4.1 SUMMARY OF SCOPES96
3.4.2 2014-2019 STRATEGY96
3.4.3 ENVIRONMENTAL AND SOCIAL IMPACTS96
3.4.4 NON-FINANCIAL PERFORMANCE STATEMENT97
3.5 Statutory Auditors' reports100
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 REPORT100
3.5.2. REASONABLE ASSURANCE REPORT BY ONE OF THE STATUTORY AUDITORS ON A SELECTION OF LABOR AND ENVIRONMENTAL INFORMATION PROVIDED IN THE MANAGEMENT REPORT104
3.6 Vigilance plan105
3.6.1 INTRODUCTION105
3.6.2 BASIC PRINCIPLES AND REFERENCES105
3.6.3 MAPPING, IDENTIFICATION, ANALYSIS AND RANKING OF RISKS106
3.6.4 REGULAR EVALUATION PROCEDURES106
3.6.5 ACTIONS ADAPTED TO RISK MITIGATION OR PREVENTION OF SERIOUS HARM107
3.6.6 WHISTLEBLOWING SYSTEM107
3.6.7 MEASUREMENT MONITORING SYSTEM107
04. Risk management108
4.1 Risk management and internal control systems111
4.1.1. FACTORING IN RISKS IN THE COMPANY'S KEY PROCESSES111
4.1.2 RISK MANAGEMENT PLAYERS112
4.1.3 AN ENVIRONMENT WHICH SEEKS TO PROMOTE HONEST AND ETHICAL BEHAVIOR114
4.1.4 INTERNAL CONTROL COVERING THE PREPARATION AND PROCESSING OF FINANCIAL INFORMATION115
4.2 Risk factors116
4.2.1 STRATEGIC AND OPERATIONAL RISKS LINKED TO ACTIVITY117
4.2.2 IMAGE AND COMPLIANCE RISKS122
4.2.3 FINANCIAL RISKS125
4.3 Disputes128
05. Governance130
5.1 Members of the Executive Board132
5.2 Offices and positions held by the Executive Board134
5.3 Members of the Supervisory Board138
5.4 Offices and positions held by the Supervisory Board145
5.5 Organization and activities of the Supervisory Board156
5.6 Activity of specialized committees159
5.7 Charters and internal rules165
5.8 Compensation and other benefits received by corporate officers171
5.9 Regulated agreements196
5.10 Procedure to assess standard agreements197
5.11 Table of unexpired delegations198
5.12 Procedures regarding the participation of shareholders at Shareholders' Meetings199
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 members200
5.14 Commitments under co-investment plans202
5.15 Publication of information mentioned in Article L. 225-37-5 of the French Commercial Code203
06. Financial Statements206
6.1 Consolidated Financial Statements for the year ended December 31, 2019208
6.1.1 CONSOLIDATED STATEMENT OF FINANCIAL POSITION208
6.1.2 CONSOLIDATED INCOME STATEMENT210
6.1.3 CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME211
6.1.4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY212
6.1.5 CONSOLIDATED STATEMENT OF CASH FLOWS214
6.1.6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS216
6.1.7 STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS297
6.2 Company financial statements302
6.2.1 BALANCE SHEET302
6.2.2 NOTES TO THE COMPANY FINANCIAL STATEMENTS305
6.2.3 STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS330
6.3 Other items relating to the Company financial statements333
6.3.1 Customer and supplier settlement periods333
6.3.2 Expenses and charges referred to in Article 223 quater of the French General Tax Code333
6.4 Five-year financial summary (Article R. 225-102 of the French Commercial Code)334
6.5 NAV Methodology335
6.6 Statement by the Statutory Auditors regarding Eurazeo’s Net Asset Value as of December 31, 2019336
07. Share capital and share ownership338
7.1 Shareholding structure340
7.1.1 BREAKDOWN OF SHARE CAPITAL AND VOTING RIGHTS340
7.1.2 SHAREHOLDERS' AGREEMENTS344
7.2 Transactions in the Company’s shares346
7.2.1 2019 SHARE BUYBACK PROGRAM346
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 REGULATIONS347
7.3 Information on the share capital349
7.3.1 NUMBER OF SHARES349
7.3.2 SECURITIES GRANTING ACCESS TO THE SHARE CAPITAL349
7.3.3 CHANGES IN SHARE CAPITAL349
7.3.4 INFORMATION ON POTENTIAL SHARE CAPITAL DILUTION350
7.3.5 EQUITY EQUIVALENTS350
7.3.6 PLEDGES350
08. Shareholders’ Meeting352
8.1 Agenda354
RESOLUTIONS BEFORE THE ORDINARY SHAREHOLDERS’ MEETING354
RESOLUTIONS BEFORE THE EXTRAORDINARY SHAREHOLDERS’ MEETING354
RESOLUTION BEFORE THE ORDINARY SHAREHOLDERS’ MEETING354
8.2 Draft resolutions proposed to the Shareholders' Meeting355
RESOLUTIONS BEFORE THE ORDINARY SHAREHOLDERS’ MEETING355
RESOLUTIONS BEFORE THE EXTRAORDINARY SHAREHOLDERS’ MEETING362
RESOLUTION BEFORE THE ORDINARY SHAREHOLDERS’ MEETING373
APPENDIX TO THE PRESENTATION OF THE RESOLUTIONS374
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 Code394
8.4.1 DESCRIPTION OF THE 2019 EMPLOYEE FREE SHARE PLAN394
8.4.2 FREE PERFORMANCE SHARE PLAN GRANTED UNDER THE 2019 SHARE PURCHASE OPTION PLANS394
8.4.3 VESTING OF PERFORMANCE SHARES GRANTED UNDER THE 2016 SHARE PURCHASE OPTION PLAN396
8.5 Observations of the Supervisory Board on the Executive Board’s report397
8.6 Statutory Auditors’ special report on related-party agreements398
AGREEMENTS SUBMITTED FOR THE APPROVAL OF THE SHAREHOLDERS’ MEETING398
AGREEMENTS ALREADY APPROVED BY THE SHAREHOLDERS’ MEETING399
8.7 Statutory Auditors’ report on the issue of shares and/or securities with or without shareholders’ preferential subscription rights404
09. Additional information406
9.1 Information on the Company – Bylaws408
BYLAWS408
9.2 Regulatory environment414
9.3 Related-party transactions414
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 SECTION414
9.4 Statement by the person responsible for the Universal Registration Document415
9.5 Parties responsible for the audit of the financial statements415
9.6 Historical financial information416
ADDITIONAL INFORMATION CONCERNING THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2018416
ADDITIONAL INFORMATION CONCERNING THE COMPANY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2018416
9.7 Universal Registration Document cross-reference table417
UNIVERSAL REGISTRATION DOCUMENT CROSS-REFERENCE TABLE417
ANNUAL FINANCIAL REPORT CROSS-REFERENCE TABLE419
EXECUTIVE BOARD MANAGEMENT REPORT CROSS-REFERENCE TABLE420
SOCIAL, ENVIRONMENTAL AND SOCIETAL INFORMATION CROSS-REFERENCE TABLE422

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