2017 REGISTRATION DOCUMENT Annual Financial Report Worldreginfo - E145910a-Ed67-4E1c-A0cc-D843bdee007e CONTENTS
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2017 REGISTRATION DOCUMENT Annual Financial Report WorldReginfo - e145910a-ed67-4e1c-a0cc-d843bdee007e CONTENTS Presentation of the group 3 Company financial statements 283 1.1 Chairman's Message and joint interview 4 5 5.1 Balance Sheet 284 1.2 Made by US 14 5.2 Income Statement 286 1.3 Made with YOU 28 5.3 Notes to the Company financial statements 287 1.4 Made for ALL 60 5.4 Statutory Auditors' report on the financial statements 313 1.5 Other Management Report information 83 5.5 Five-year financial summary (Article R. 225-102 of the 316 French Commercial Code) 5.6 Customer and supplier settlement periods 317 Eurazeo’s corporate social 89 responsibility 2 Information on the Company and 319 2.1 CSR in the investment policy 90 the share capital 2.2 Progress and highlights of the year 96 6 6.1 Information on the Company – Bylaws 320 2.3 Social information 106 6.2 Information on the share capital 326 2.4 Environmental information 112 6.3 Shareholding structure 330 2.5 Societal information 120 6.4 Shareholders’ agreements 334 2.6 Methodology 125 6.5 Transactions in the Company’s shares 336 2.7 Report of one of the Statutory Auditors, designated 127 as independent third-party, on the consolidated 6.6 Factors affecting a potential takeover bid 339 social, environmental and societal information 6.7 Additional information 341 presented in the Management Report Governance 131 Shareholders’ Meetings 345 7.1 Special Report on share subscription and purchase 346 3.1 Management and Supervisory Bodies 132 7 3 options (Article L. 225-184 of the French Commercial 3.2 Compensation and other benefits received 166 Code) by corporate officers 7.2 Special Report on the grant of free shares prepared 352 3.3 Interests held by members of the Supervisory and 184 in accordance with Article L. 225-197-4 of the French Executive Boards in the Company’s share capital and Commercial Code transactions in the Company’s shares by members of 7.3 Agenda 355 the Supervisory and Executive Boards 7.4 Draft resolutions 376 3.4 Risk management, internal control and main risk 186 factors 7.5 Observations of the Supervisory Board on the 389 Executive Board’s report 3.5 Commitments under co-investment plans 201 7.6 Statutory Auditors’ Special Report on regulated 390 agreements and commitments Consolidated financial statements 203 7.7 Other Special Reports of the Statutory Auditors 402 4 4.1 Consolidated Statement of Financial Position 204 4.2 Consolidated Income Statement 206 Registration Document 405 4.3 Consolidated Statement of Other Comprehensive 207 Cross-Reference Table Income 4.4 Consolidated Statement of Changes in Equity 208 Registration Document Cross-Reference Table 405 4.5 Consolidated Statement of Cash Flows 210 Annual Financial Report Cross-Reference Table 407 4.6 Notes to the Consolidated Financial Statements 212 Executive Board Management Report Cross-Reference 408 Table 4.7 Statutory Auditors' report on the consolidated 275 financial statements Corporate Social Responsibility and Environmental 409 Information Cross-Reference Table Eurazeo has supported photography for fifteen years. In 2010, Eurazeo created a photography competition to reward the work of a professional or student photographer on an annual theme. This prize covers all the fields of photography and is open to all types of photographer. The 2017 prizewinner, whose photos are presented in the pages of our 2017 annual review, is Gilles Coulon. His work offers an original, intriguing, and enigmatic vision of this year’s theme “Re-enchanting the Corporate World.” WorldReginfo - e145910a-ed67-4e1c-a0cc-d843bdee007e 2017 Registration document Eurazeo REGISTRATION DOCUMENT Annual financial report urazeo is a leading global investment company with offices in Paris, Luxembourg, New York, Shanghai, and São Paolo. It manages a diversified portfolio of approximately €15 billion in assets (1), of which over €9 billion for third parties. At the end of 2017, the company stepped up its investment momentum by acquiring interests in Rhône and Idinvest. Eurazeo E operates in virtually all private equity markets on three continents and has a portfolio featuring around forty companies of all sizes and sectors, for which it is most often the majority or key shareholder. Eurazeo’s growth is based on its strategic choices and unique positioning: a bold and distinctive investment approach, combining responsibility, transparency and a long-term vision; a flexible and responsive organization, designed to make selective investment by leveraging market opportunities; a corporate culture geared towards entrepreneurship, which is synonymous with proactivity and performance; and finally, collaborative, impressively talented teams that work closely with investments. Eurazeo purpose and mission is to identify, develop and enhance the potential of the companies in which it invests to create sustainable value. Transformation forms the core of its investor business: extensive transformation of the business models used by its investments to create champions, by activating all the financial, strategic and human levers at hand, while at the same time transforming its own organization to more effectively support the growth of its companies and the rapid changes in its ecosystem. This ability to constantly adapt, combined with a long-term vision, produces a robust and attractive model that is instrumental in boosting growth for companies and performance for shareholders. (1) pro forma of the Idinvest Partners and Rhône Capital investments. LABEL OR This label recognizes the most transparent Registration Documents according to the criteria of the Annual Transparency Ranking. The English language version of this report is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate presentation of the original. However, as in all matters of interpretation, views or opinions expressed in the original language version of the document in French take precedence over the translation. This Document is a free translation of the Registration Document that was filed with the French Financial Markets Authority (AMF) on April 6, 2017 pursuant to Article 212-13 of its General Regulations. It may be used in support of a financial transaction if supplemented by a prospectus approved by the AMF. This document contains all information relating to the Annual Financial Report. It was drawn up by the issuer and is binding upon the persons who signed it. WorldReginfo - e145910a-ed67-4e1c-a0cc-d843bdee007e Eurazeo 2017 Registration document 1 Cellar prior to restoration, Wine estate, Magalas, 2015 Former grape pickers’ room, Wine estate, Magalas, 2015 Distillery attic prior to restoration, Wine estate, Magalas, 2015 WorldReginfo - e145910a-ed67-4e1c-a0cc-d843bdee007e 2 2017 Registration document Eurazeo PRESENTATION OF THE GROUP 1 PRESENTATION OF THE GROUP 1.1 Chairman’s Message and joint interview 4 1.4 Made for ALL 60 Our Vision by Philippe Audouin 62 Message of the Chairman Executive Board 64 of the Supervisory Board, Michel David-Weill 4 Executive Committee 65 Joint interview Supervisory Board 68 Patrick Sayer, Chief Executive Officer Our stakeholders 70 Virginie Morgon, Deputy CEO 6 Being an Eurazeo shareholder 71 Our model 12 Solid results 74 A financial structure that has been 1.2 Made by US 14 further strengthened 78 Our 6 fundamentals 16 Measurement of avoided CSR impacts 80 Our 3 operating principles 118 CSR non-financial indicators 81 Our 4 acceleration drivers 22 Risk management 82 CSR: Responsible commitments 26 1.5 Additional information 1.3 Made with YOU 28 for the management report 83 Eurazeo Capital 32 NAV methodology 83 Eurazeo PME 40 Attestation of the statutory auditors 84 Eurazeo Croissance 46 Simplified organizational structure 86 Eurazeo Patrimoine 50 Crossing of ownership thresholds 87 Eurazeo Brands 53 Subsequent events 87 Eurazeo Development 55 Outlook 87 Eurazeo Corporate 58 WorldReginfo - e145910a-ed67-4e1c-a0cc-d843bdee007e Eurazeo 2017 Registration document 3 PRESENTATION OF THE GROUP Message of the Chairman of the Supervisory Board 1 “2017 was an excellent year for Eurazeo.” WorldReginfo - e145910a-ed67-4e1c-a0cc-d843bdee007e 4 2017 Registration document Eurazeo PRESENTATION OF THE GROUP Message of the Chairman of the Supervisory Board 1 In these early days of 2018, the business world is thriving. Predictions over the “past several years that China would fall and that India’s sharp growth would cease have not held true. Brazil is fairing much better in the aftermath of its crisis. The United States is experiencing real prosperity, with a return to full employment coupled with great optimism. Finally, Europe’s hopes of reconstruction have been revived, following a political shift in France and a healthy economic climate. France’s position has undergone remarkable change, particularly when viewed from abroad. President Macron’s election has created a situation deemed as a decisive step towards a revival. In this context, Eurazeo delivered an excellent performance in 2017, with the growth of virtually all its investments surpassing the national average. Our company has furthered its transformation. It has expanded by combining its private equity investment model with fund management. We have scaled up in terms of our investments and geographical coverage thanks to our alliance with Rhône and Idinvest. And as is the case with all our transformations, this change represents another challenge that we will strive to overcome. The other major event in 2017 was JCDecaux Holding’s investment in our company. The Decaux family shares our vision as an investor and, like all shareholders, is keen to see our company succeed. This merger bolsters our operations and provides a solid foundation for the long term. All these strategic initiatives have added to our company’s robustness, as illustrated by the confidence shown by the Board, which proposed an ordinary dividend of €1.25 per share, in addition to a one-for-20 bonus share issue.