Eurazeo / 2019 Universal Registration Document

Governance Commitments under co-investment plans

Commitments under co-investment plans 5.14

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 agreementsentered 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 investmentsconcerned following disposal of the last investment of up to 10% or 12% depending on theplan. Similarmechanismswere entered into with EurazeoCapital III, Eurazeo Capital IV, EurazeoPME II-Band Eurazeo PMEIII B investors. Since 2012, the co-investment plans have been structured around a variable capital companygroupingtogetherEurazeo (95% of the share capital) and private individual investors  (1) (holding the remaining5% of the share capital). These “CarryCo” companies participate in each investmentperformed byEurazeo inthe amount of10%. For investmentsperformedsince 2014, the plan includesa component calculated on a deal by deal basis. This personal co-investment by managementand 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. It is noted that Eurazeo SE does not grant financing to the beneficiaries.

The percentage was increased to 12% from June 2017 and concerns the CarryCo Capital 2, CarryCo Brands, CarryCo Patrimoine 2 and CarryCoCroissance3 plans. The co-investmentprograms are distributedby activity and by period. As an example, the CarryCo Capital 2 – 2017-2020 program covers new investments made from June 2017 until June 2020 for the Eurazeo Capitalinvestmentstrategy. The following plans have been settled since the introduction of the principle of co-investment by the investment teams and Executive Boardmembers: 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 • 2009-2011 was settled at the end of 2016/beginning of 2017, as disclosedin the 2016 RegistrationDocument. Eurazeo teams have invested a total of €22,004 thousand in plans opened since 2012, including €5,314 thousand invested by members of the ExecutiveBoard.

CarryCo Croissance 2

CarryCo Patrimoine 2

CarryCo Croissance 3

CarryCo Croissance

CarryCo Capital1

CarryCo Patrimoine

CarryCo Capital2

CarryCo Brands

Amountinvested * (in euros)

Position

2012-2013 2014-2017 2015-2018 2015-2018 2017-2021 2018-2021 2018-20212019-2020

Total

Chair- woman of the Executive Board 42,000 1,266,816 199,125 180,000 1,202,172 138,160 263,067 105,871 3,397,210 42,000 1,266,816 199,125 180,000 1,202,172 138,160 263,067 105,871 3,397,210

Virginie Morgon

Sub-total

Other Executive Board members Executive Board memberssub-total Other beneficiaries

24,500 791,760 126,113 102,000 525,950 86,350 164,417 95,945 1,917,035

66,500 2,058,576 325,238 282,000 1,728,122 224,510 427,483 201,816 5,314,245 283,500 5,859,024 1,002,263 918,000 5,677,478 811,690 1,545,517 592,214 16,689,685 350,000 7,917,600 1,327,500 1,200,000 7,405,600 1,036,200 1,973,000 794,030 22,003,930

TOTAL

As of December 31, 2019, regardless of the position forwhichtheseamountsweresubscribed. *

In view of the terms and conditions of co-investment contracts, the short period of time (with the exception of the 2012-2013 Croissance main characteristicsof which are describedin Note 17 to the Company plan which, as of December 31, 2019, is not expected to produce a financial statements in this Universal RegistrationDocument, it may be gain) and the future crossing of the 6% annual hurdle is currently deduced that, as the investments involved have only been held for a uncertain, the finalvalue cannotbe estimated atthis time.

Directly or through an intermediate legal entity (1)

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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