2014 Registration Document
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eura2014_drf_va_v5_cl 2014DOCUMENT REGISTRATION DE RÉFÉRENCEDOCUMENT 2014 RAPPORTANNUAL FINANCIALFINANCIER REPORTANNUEL eura2014_drf_va_v5_cl CONTENTS Message of the chairman of the S upervisory board Page 2 Message of the chairman of the E xecutive board Page 3 Presentation Overview Information on 01 of the group 5 04 of the fiscal year 121 07 the company and 1.1 Key figures 6 4.1 Activity and highlights AFR 122 the share capital 257 1.2 Brief history and review of 4.2 Activities and results of the 7.1 Information on the company 258 corporate developments 7 main subsidiaries and 7.2 Bylaws 258 investments AFR 126 1.3 Identity 8 7.3 Information on the share 1.4 Organizational structure 11 4.3 Crossing of ownership capital AFR 264 thresholds AFR 131 1.5 Eurazeo investments 12 7.4 Shareholding structure 268 4.4 Events after December 31, 2014 132 7.5 Shareholders’ agreements 272 4.5 Net Asset Value 133 7.6 Transactions in the company’s 4.6 Eurazeo consolidated shares AFR 276 Eurazeo’s earnings AFR 137 02 7.7 Factors affecting a potential AFR corporate social 4.7 Individual earnings 143 takeover bid AFR 279 responsibility 17 4.8 Dividends paid in respect 7.8 Stock market indicators 280 of the last three fiscal years 144 2.1 Eurazeo’s CSR vision 7.9 Relations with shareholders 282 and strategy 18 4.9 Outlook 145 2.2 Eurazeo’s CSR strategy: 2014 results 21 Shareholders’ 2.3 Information relative to social, Consolidated 08 societal and environmental 05 Meetings 285 performance 25 Financial 8.1 Special report on share 2.4 Methodology 47 Statements AFR 147 subscription and purchase 2.5 Report of one of the Statutory 5.1 Consolidated s tatement options 286 Auditors designated as a of f inancial p osition 148 8.2 Special report on the grant third-party independent body 5.2 Consolidated i ncome s tatement 150 of free shares 292 to audit social, environmental 5.3 Consolidated s tatement of 8.3 Agenda 296 and societal information 50 o ther c omprehensive i ncome 151 8.4 Draft resolutions 313 5.4 Consolidated s tatement of 8.5 Observations of the c hanges in e quity 152 Supervisory Board on the Governance 55 5.5 Consolidated s tatement of Executive Board’s report 318 03 3.1 Management and supervisory c ash f lows 154 8.6 Statutory Auditors’ special bodies 56 5.6 Notes to the c onsolidated report on related-party 3.2 Compensation and other f inancial s tatements 156 agreements benefits received by corporate 5.7 Statutory Auditors’ report on and commitments 319 officers 81 the consolidated financial 8.7 Other special reports of the 3.3 Interests held by members statements 221 Statutory Auditors 327 of the S upervisory and E xecutive boards in the company’s share capital and transactions in the company’s shares by members Company Additional of the S upervisory and 06 financial 09 information 333 E xecutive boards 96 statements 223 9.1 Contacts and available 3.4 Risk management – Risk factors 6.1 Balance sheet AFR 224 financial information 334 and insurance AFR 98 6.2 Income statement AFR 226 9.2 Annual financial information 334 3.5 Report by the Chairman of the 6.3 Notes to the Company 9.3 Declaration by the person S upervisory board AFR 106 financial statements AFR 227 responsible for the 3.6 Statutory Auditors’ report Registration Document AFR 336 6.4 Statutory auditor’s report prepared in accordance with 9.4 Parties responsible for the Article L. 225-235 of the French on the financial statements for the year ended audit of the financial statements 337 Commercial Code AFR 118 December 31, 2014 AFR 253 9.5 Related-party transactions 338 3.7 Commitments under 9.6 co-investment plans 119 6.5 Five-year financial summary 255 Historical financial information 339 9.7 Registration Document cross-reference table 340 9.8 Annual financial report cross-reference table 342 9.9 Ex ecutive Board’s report cross-reference table 343 9.10 Corporate social responsibility and environmental information cross-reference table 344 The elements of the Annual Financial Report can be clearly identified in the table of contents using the AFR pictogram eura2014_drf_va_v5_cl 2014 REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT With a diversified portfolio of more than Eurazeo accelerates €5 billion in assets, Eurazeo is one of the leading listed investment companies in the transformation Europe. Its purpose and mission is to identify, of companies accelerate and enhance the transformation potential of the companies in which it invests. The Company covers most private equity segments through its four divisions: Eurazeo Capital, Eurazeo PME, Eurazeo Croissance and Eurazeo Patrimoine. As of December 31, 2014, Eurazeo is either a majority or key shareholder in Accor, ANF Immobilier, Asmodee, Desigual, Elis, Europcar, Foncia, Moncler and companies of a more modest size such as IES Synergy and Eurazeo PME’s investments. It currently holds a diversified portfolio that is balanced in terms of growth and resilience. Eurazeo off ers several advantages for its investments and shareholders: sustainable resources, a solid shareholding structure, an absence of structural debt and a secure investment horizon that allows it to actively and responsibly support companies over the long term. 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 2, 2015 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. EURAZEOI2014 REGISTRATION DOCUMENT 1 eura2014_drf_va_v5_cl MESSAGE OF THE CHAIRMAN OF THE SUPERVISORY BOARD Dear Shareholders, At the height of the summer of 2014, we could legitimately hope to see the first signs of a return to growth. Six months later, we must now recognize that the economy remains sluggish , especially in Europe. These differing assessments, a mere few months apart, demonstrate the importance of remaining reactive in the face of contradictory and very short-term trends arising in the same fiscal year. The Eurazeo companies nonetheless enjoyed sound growth in this context, capitalizing on their ability to react and adapt. The financial structure of the Group enabled us to accompany them and invest whenever needed to carry out the transactions necessary to their development. In 2014, the Group performed five investments in growth sectors - Asmodee, Desigual, Vignal Lighting Group, ANF Immobilier Hotels and Groupe Colisée – and thirteen structuring external growth transactions in the investments, including Days of Wonder and Fantasy Flight Games by Asmodee, to name but two. After assisting Rexel for nearly ten years, Eurazeo sold its remaining investment through Ray Investment in two tranches, in April and September 2014, with a cash on cash multiple on exit of nearly 2.3 times its initial investment. Overall, 2014 was marked by portfolio company growth and a significant upturn in their contribution net of finance costs to Eurazeo net income (+50%). On the governance front, our Supervisory Board brings together 12 renowned business leaders, the majority of whom meet independence criteria. The Board was highly active again in 2014, meeting seven times with an attendance rate of 87%. As our corporate responsibility approach is an integral part of our business as a long-term responsible shareholder, a Corporate Social Responsibility Committee was added to the three existing Board committees - Audit, Finance, and Compensation and Appointment. Through this body which comprises an equal number of male and female members and which currently exists in few SBF 120 companies, we will further improve our response to the social, environmental and governance challenges facing all Group companies. In 2014, the Supervisory Board once again played a key role and was heavily involved in the successful operation of the Company, working closely and in confidence with the Executive Board. We can be justifiably satisfied with Eurazeo’s overall performance, even if it is only modestly reflected in the 2014 share price. The work accomplished by the teams remains more than ever essential to the development of companies in this complex period which our economies are experiencing. The Board has full confidence in the future of your Company and will propose to the Combined Shareholders’ Meeting the payment of a dividend of €1.20 per share and a one-for- twenty bonus share issue. Michel DAVID-WEILL 2 EURAZEOI2014 REGISTRATION DOCUMENT eura2014_drf_va_v5_cl MESSAGE OF THE CHAIRMAN OF THE EXECUTIVE BOARD 2014 gave full meaning to the Eurazeo model, a true accelerator of company transformation. Year after year, we pursue a clearly defined ambition in each of our investments, implementing all necessary transformation levers to ensure it is attained. This approach was reflected in 2014 by EBITDA growth across nearly the entire portfolio and a marked increase in the contribution of companies to net income (+50%) for the fifth year running at constant group structure. Remarkable progress was achieved in Europcar, which confirmed its exceptional turnaround.