Eurazeo Se · EURONEXT:RF
Eurazeo — Shareholder Meeting (May 2025)
112 slides from Eurazeo's shareholder meeting presentation, May 7, 2025
Slide 1: 2025 Annual General Meeting
2025 ANNUAL GENERAL MEETING MAY 7, 2025 2025 ANNUAL GENERAL MEETING 1
Slide 2: Opening of the Annual General Meeting
Opening of the Annual General Meeting Jean-Charles Decaux Chairman of the Supervisory Board 2025 ANNUAL GENERAL MEETING 2
Slide 3: Legal Formalities
Legal Formalities Gabriel Kunde General Secretary 2025 ANNUAL GENERAL MEETING 3
Slide 4: Agenda
01 05 09 OPENING OF THE ANNUAL SUSTAINABILITY REPORT PRESENTATION OF THE GENERAL MEETING Sophie Flak RESOLUTIONS Jean-Charles Decaux Member of the Executive Board, Gabriel Kunde Chairman of the Managing Partner ESG & Impact General Secretary Supervisory Board AGENDA 02 06 10 LEGAL FORMALITIES PRESEN
Slide 5: Message from the Chairman of the Supervisory Board
Message from the Chairman of the Supervisory Board Jean-Charles Decaux Chairman of the Supervisory Board 2025 ANNUAL GENERAL MEETING 5
Slide 6: First year of the strategic plan
First year of the strategic plan William Kadouch-Chassaing & Christophe Bavière Co-CEOs 2025 ANNUAL GENERAL MEETING 6
Slide 7: Our ambition: become the leading European asset manager
RECAP OF OUR 2024-2027 STRATEGIC PLAN OUR AMBITION Become the leading European asset manager in private markets across mid-market, growth and impact segments. 2025 ANNUAL GENERAL MEETING 7
Slide 8: 2024-2027 mid-term objectives
RECAP OF OUR 2024-2027 STRATEGIC PLAN 4 2024-2027 MID-TERM OBJECTIVES 1 STRENGTHEN 2 ACCELERATE 3 EXPAND 4 IMPROVE the value proposition for our the shift towards an asset-light our asset management our operational clients in our areas of business model activity and win market efficiency excellence
Slide 9: 2024 key highlights: successful implementation of the strategic plan
2024 KEY HIGHLIGHTS SUCCESSFUL IMPLEMENTATION OF THE STRATEGIC PLAN SOLID VALUE CREATION, OFFSET STRONG GROWTH FURTHER INCREASE IN UPTURN IN ROTATIONS BY WRITE-OFFS IN ASSET MANAGEMENT FEE RELATED EARNINGS1 Strong portfolio performance €4.3bn 35.5% x2.5 +9% +27% Fundraising FRE margin (%) Asset mana
Slide 10: Strengthened leadership in sustainability and impact
2024 KEY HIGHLIGHTS STRENGTHENED LEADERSHIP IN SUSTAINABILITY AND IMPACT SUSTAINABILITY IMPACT RECOGNITION FUNDRAISING EURAZEO TRANSITION >€700m AA LEADERS MSCI ESG FINAL CLOSING INFRASTRUCTURE FUND INFRA KURMA 5 STARS UN PRI €140m BIOFUND IV FIRST CLOSING HEALTH 13.4 LOW RISK SUSTAINALYTICS €300m E
Slide 11: Increasing shareholder return
2024 KEY HIGHLIGHTS INCREASING SHAREHOLDER RETURN 2023 2024 2025e €2.20 / share (+26%) €2.42 / share (+10%) €2.65 / share1 (+10%) DIVIDEND ~€170m ~€180m ~€190m BUYBACK OF SHARES ~€100m ~€210m Raised to €400m FOR CANCELLATION TOTAL ~€270m ~€400m ~€600m 1. 2025 ANNUAL GENERAL MEETING 11
Slide 12: 2024 financial results
2024 financial results 2025 ANNUAL GENERAL MEETING 12
Slide 13: Double digit growth in third-party AUM
SHAREHOLDERS’ MEETING DOUBLE DIGIT GROWTH IN THIRD-PARTY AUM ASSETS UNDER MANAGEMENT FEE PAYING ASSETS UNDER MANAGEMENT Balance Balance sheet Third party Third party sheet 34.6 +4% 36.1 9.9 +8% 10.7 -7% 27.0 24.9 -1% 7.4 7.5 +10% 26.2 23.9 19.5 17.4 +12% 2023 2024 2023 2024 2025 ANNUAL GENERAL MEETI
Slide 14: Third-party management fees up +14%
SHAREHOLDERS’ MEETING THIRD-PARTY MANAGEMENT FEES UP +14%2 Management fees1 +7% 421 392 +14% 87 75 Third-party management fees (excluding catch-up fees) 195 216 -3% Balance sheet management fees 122 118 2023 2024 Balance sheet Third-party private markets Third-party IMGP 1. 2. 2025 ANNUAL GENERAL ME
Slide 15: FRE margin above 35%
SHAREHOLDERS’ MEETING FRE MARGIN ABOVE 35% FEE RELATED EARNINGS1 +11% YoY increase in FRE 35.5% 35-40% 34.4% 30.7% +6% Positive jaw effect thanks to well contained opex 150 135 111 35-40% Mid-term objective already attained 2022 2023 2024 2027e 1. 2025 ANNUAL GENERAL MEETING 15
Slide 16: Contribution of the asset management activity
SHAREHOLDERS’ MEETING CONTRIBUTION OF THE ASSET MANAGEMENT ACTIVITY Pro forma of Rhône and MCH FY 2023 FY 2024 % growth In €m IFRS 10 IFRS 10 (like for like) Management fees 392 421 +7% from 3rd party investors 270 303 +12%1 from the Eurazeo balance sheet 122 118 -3% (-) Operating expenses (257) (27
Slide 17: Underlying value creation, offset by a limited number of asset write-offs
SHAREHOLDERS’ MEETING UNDERLYING VALUE CREATION, OFFSET BY A LIMITED NUMBER OF ASSET WRITE-OFFS -€323m -4% change in fair value Valuation drivers in 2024 Realizations above NAV in the portfolio €8.3bn 13 Operational performance 1 14 €7.9bn Write-off of certain legacy assets in -351 +9% value creatio
Slide 18: Group profit & loss
SHAREHOLDERS’ MEETING GROUP PROFIT & LOSS Pro forma of Rhône and MCH FY 2023 FY 2024 In €m IFRS 10 IFRS 10 A Contribution of the asset management activity 127 153 B Contribution of the investment activity (91) (544) Consolidated net income / (loss) 1,853 (420) Consolidated net income / (loss) – Attr
Slide 19: Fundraising & Asset rotation in 2024
Fundraising & Asset rotation in 2024 2025 ANNUAL GENERAL MEETING 19
Slide 20: +23% increase in fundraising to €4.3bn
SHAREHOLDERS’ MEETING +23% INCREASE IN FUNDRAISING TO €4.3BN Third-party fundraising1 Key programs +23% 4.3 EPD VII First closing Strong momentum +21% 0.1 3.5 EC V Final closing above 0.3 target at €3bn 2.9 2.5 0,2 ESF V 1.4 Solid ongoing momentum 1.0 1 ETIF Final closing above target at €0.7bn 1.7
Slide 21: Continued strong momentum in private debt
FUNDRAISING & ASSET ROTATION CONTINUED STRONG MOMENTUM IN PRIVATE DEBT Example: Direct Lending programs1 by source of financing BALANCE SHEET LPS WEALTH MANAGEMENT To be raised >€4.0bn €3.2bn International expansion of the LP client base and Wealth Solutions €0.5bn €2.0bn €0.7bn Scale-up in deployme
Slide 22: An increasingly international LP base
FUNDRAISING & ASSET ROTATION AN INCREASINGLY INTERNATIONAL LP BASE Growth in fundraising from international institutional LPs Increasingly international fundraising from institutional LPs 37% 59% 63% International International International x2 2,0 10% 16% 20% 1.7 27% 39% 43% 1,0 63% 45% 37% 2022 20
Slide 23: Acceleration in wealth activity growth in Europe
FUNDRAISING & ASSET ROTATION ACCELERATION IN WEALTH ACTIVITY GROWTH IN EUROPE Wealth Solutions fundraising Wealth Solutions franchise FRANCE INTERNATIONAL €5bn AUM +8% PA. 941 >19% OF AUM 867 816 FROM 3RD PARTY INVESTORS EPVE 3: a successful evergreen fund €2.6bn AUM Expansion in Europe New distribu
Slide 24: Solid and diversified fundraising pipeline
SHAREHOLDERS’ MEETING SOLID AND DIVERSIFIED FUNDRAISING PIPELINE Flagship EPD VII ESF V EGF IV PME V FUNDS Thematic EPBF ESMI II EZORE ETIF II FUNDS Eurazeo E.P.I.C. E.P.S.O. EEC III Private Equity Private Debt Real assets 2025 ANNUAL GENERAL MEETING 24
Slide 25: Sharp upturn in realizations in 2024
FUNDRAISING & ASSET ROTATION SHARP UPTURN IN REALIZATIONS IN 2024 Realizations Main exits x2.5 2.3x Real assets €3.4bn BUYOUT announced average gross CoC Private Debt Private Equity 1.1 GROWTH 4.0x / VENTURE IPO (NASDAQ) average gross CoC €1.3bn PRIVATE 1 DEBT 0.4 2.2 0.9 REAL Partial 1.6x ASSETS ex
Slide 26: Accelerated deployment across key sectors
FUNDRAISING & ASSET ROTATION ACCELERATED DEPLOYMENT ACROSS KEY SECTORS Amounts deployed SELECTIVE DEPLOYMENT Real assets Private Debt Private Equity IN CATEGORY LEADERS €4.6bn KEY SECTORS +18% (ILLUSTRATIVE EXAMPLES) 0.1 €3.9bn 0.3 Tech-enabled 2.2 business services 1.5 Healthcare EYE-Q 1 Financial
Slide 27: Adoption of our Purpose and values in 2024
Adoption of our Purpose and values in 2024 2025 ANNUAL GENERAL MEETING 27
Slide 28: Championing European entrepreneurial excellence
HIGHLIGHTS OUR PURPOSE AND VALUES CHAMPIONING EUROPEAN ENTREPRENEURIAL EXCELLENCE WE STRIVE FOR WE FOSTER WE ACT WE ENGAGE WE MOVE THE HIGHEST ENTREPRENEURIAL WITH FOR LASTING FORWARD STANDARDS SPIRIT HEART IMPACT UNITED 2025 ANNUAL GENERAL MEETING 28
Slide 29: In short
FUNDRAISING & ASSET ROTATION IN SHORT 1 2 3 We are building a We are delivering steady We are accelerating the leading European earnings growth thanks shift to an asset asset manager in to revenue uplift and light business model, private markets across disciplined cost combined with a mid-market, gr
Slide 30: Sustainability Report
Sustainability Report Sophie Flak Member of the Executive Board Managing Partner Sustainability & Impact 2025 ANNUAL GENERAL MEETING 30
Slide 31: Sustainability impacts, risks and opportunities
SUSTAINABILITY REPORT SUSTAINABILITY IMPACTS, RISKS AND OPPORTUNITIES EURAZEO-SPECIFIC Sustainability integration into the strategy and product offering ENVIRONMENT SOCIAL GOVERNANCE Climate change Own workforce Business Ethics Biodiversity and ecosystems Value chain workers Consumers & end-users 20
Slide 32: Sustainability in the strategy and product offering
SUSTAINABILITY REPORT SUSTAINABILITY IN THE STRATEGY AND PRODUCT OFFERING SUSTAINABILITY IMPACT 100% 8 Profitable impact funds 14% Funds embed sustainability in their investment process 97% AUM in impact-driven investments (2) Funds being raised or in the investment phase disclosed under Article 8 o
Slide 33: Climate change: 2024 carbon footprint
SUSTAINABILITY REPORT CLIMATE CHANGE : 2024 CARBON FOOTPRINT Scope 1 Direct greenhouse gas (GHG) emissions related to Eurazeo’s energy combustion (fuel, natural gas) Scope 3 - Investments Scope 2 99.7% Indirect GHG emissions related to Eurazeo's energy consumption (electricity) (1) Scope 3 Scope 3 I
Slide 34: Climate change: decarbonization
SUSTAINABILITY REPORT CLIMATE CHANGE : DECARBONIZATION EURAZEO Scope 1 and 2 emissions PORTFOLIO (3) 2017 (base year) 173 tCO2e Progress 2023-2024 Anticipated 2025 207 employees 2024 200 500 125 tCO2e 180 456 employees 450 160 400 140 82 tCO2e 2030 (target year) 120 on a comparable basis 78 tCO2e 35
Slide 35: Company and value chain workforce
SUSTAINABILITY REPORT COMPANY AND VALUE CHAIN WORKFORCE EURAZEO PORTFOLIO (4) Difference between the number 6% of women and men in the permanent workforce Target: < 20% 150,000 Total workforce 50% Supervisory board members are women (1) Target: ≥ 40% 32% Senior management roles are held by women (2)
Slide 36: Presentation of the activities of the Supervisory Board
Presentation of the activities of the Supervisory Board Gabriel Kunde General Secretary 2025 ANNUAL GENERAL MEETING 36
Slide 37: Members of the Supervisory Board
PRESENTATION OF THE ACTIVITIES OF THE SUPERVISORY BOARD MEMBERS OF THE SUPERVISORY BOARD As of December 31, 2024 1 2 3 4 4 5 6 Olivier 4 JCDecaux Jean-Charles Merveilleux Holding Cathia Mathilde Isabelle Decaux du Vignaux Lawson-Hall Lemoine Represented by Ealet Chairman Vice-Chairman Emmanuel Russe
Slide 38: Supervisory Board diversity policy
PRESENTATION OF THE ACTIVITIES OF THE SUPERVISORY BOARD SUPERVISORY BOARD DIVERSITY POLICY • Complementary experience and expertise of members • International experience, a relatively strong client culture and command of corporate governance issues • Diversification of member profiles in line with t
Slide 39: Duties of the Supervisory Board
PRESENTATION OF THE ACTIVITIES OF THE SUPERVISORY BOARD DUTIES OF THE SUPERVISORY BOARD • Reviews the Company’s strategic direction The Supervisory Board • • Reviews the accounts and financial performance Reviews the sustainability strategy and oversees non- permanently oversees financial performanc
Slide 40: Four specialized committees
PRESENTATION OF THE ACTIVITIES OF THE SUPERVISORY BOARD FOUR SPECIALIZED COMMITTEES AUDIT COMMITTEE CAG COMMITTEE FINANCE CSR COMMITTEE Chairwoman: Chairwoman: COMMITTEE Chairman: JCDecaux Stéphane Pallez Françoise Mercadal- Chairman: Holding SAS, Delasalles Jean-Charles Decaux represented by Emmanu
Slide 41: Activities of the Supervisory Board and its committees in 2024
PRESENTATION OF THE ACTIVITIES OF THE SUPERVISORY BOARD ACTIVITIES OF THE SUPERVISORY BOARD AND ITS COMMITTEES IN 2024 SUPERVISORY BOARD 6 MEETINGS COMMITTEES 19 MEETINGS 2025 ANNUAL GENERAL MEETING 41
Slide 42: Meeting attendance rates for the Supervisory Board and the committees
PRESENTATION OF THE ACTIVITIES OF THE SUPERVISORY BOARD MEETING ATTENDANCE RATES FOR THE SUPERVISORY BOARD AND THE COMMITTEES 100 % SUPERVISORY BOARD 2 Executive sessions out of a total of 6 meetings 92 % AUDIT 98 % CAG 100 % FINANCE 100 % CSR COMMITTEE COMMITTEE COMMITTEE COMMITTEE 2025 ANNUAL GENE
Slide 43: Main issues considered in 2024
PRESENTATION OF THE ACTIVITIES OF THE SUPERVISORY BOARD MAIN ISSUES CONSIDERED IN 2024 Review of the Group’s strategic Implementation of the Executive Operational performance direction and the implementation of Board succession plan of Group activities the 2024-2027 plan Accounts, stock market Compo
Slide 44: Three-yearly assessment of the Supervisory Board and its committees
PRESENTATION OF THE ACTIVITIES OF THE SUPERVISORY BOARD THREE-YEARLY ASSESSMENT OF THE SUPERVISORY BOARD AND ITS COMMITTEES At the end of 2024, Spencer Stuart, an independent firm, conducted the three-yearly assessment of the Supervisory Board and its Committees. RECOMMENDATIONS The conclusions of t
Slide 45: Report on the activities of the CAG Committee
Report on the activities of the CAG Committee Françoise Mercadal-Delasalles Chairwoman of the CAG Committee 2025 ANNUAL GENERAL MEETING 45
Slide 46: CAG Committee as of December 31, 2024
REPORT ON THE ACTIVITIES OF THE CAG COMMITTEE CAG COMMITTEE AS OF DECEMBER 31, 2024 60% independent Chaired by members Françoise Mercadal-Delasalles Independent JCDECAUX Olivier Serge HOLDING SAS Merveilleux Schoen represented by du Vignaux Independent Emmanuel Russel Julie Isabelle Croquin Ealet Em
Slide 47: 9 CAG Committee meetings in 2024: main issues considered
REPORT ON THE ACTIVITIES OF THE CAG COMMITTEE 9 CAG COMMITTEE MEETINGS IN 2024 01 04 07 REVIEW OF THE ASSESSMENT OF THE POLICY REGARDING COMPENSATION POLICY, SUPERVISORY WOMEN IN MANAGEMENT DETERMINATION OF LONG- BOARD TEAMS MAIN ISSUES TERM VARIABLE COMPENSATION CONSIDERED 02 05 08 BY THE CAG 2024
Slide 48: Variable compensation of Executive Board members for 2024
REPORT ON THE ACTIVITIES OF THE CAG COMMITTEE VARIABLE COMPENSATION OF EXECUTIVE BOARD MEMBERS FOR 2024 TARGET ATTAINMENT Economic criteria 65% 40.90% • The compensation policy was not amended Change in ANA in absolute terms 20% 0% in 2024. Eurazeo TSR performance relative to the LPX- 15% 0% TR Euro
Slide 49: Variable compensation of Executive Board members for 2024
REPORT ON THE ACTIVITIES OF THE CAG COMMITTEE VARIABLE COMPENSATION OF EXECUTIVE BOARD MEMBERS FOR 2024 2024 Attainment 2024 2023 VS Target William Kadouch-Chassaing 607,182 708,243 75.90% Christophe Bavière 607,182 705,652 75.90% Sophie Flak 303,591 354,121 75.90% Olivier Millet* 379,489 428,448 75
Slide 50: Olivier Merveilleux du Vignaux
REPORT ON THE ACTIVITIES OF THE CAG COMMITTEE Proposed renewal of the term of office of Olivier Olivier Merveilleux du Vignaux Merveilleux du Vignaux as a member of the Supervisory Board for 4 5th resolution years • Vice-Chairman of the Supervisory Board and member of the Finance and CSR Committees
Slide 51: JCDecaux Holding SAS
REPORT ON THE ACTIVITIES OF THE CAG COMMITTEE Proposed renewal of the term of office of JCDecaux JCDecaux Holding SAS Represented by Emmanuel Russel Holding SAS as a member of the Supervisory Board for 6th resolution 4 years • Chairman of the CSR Committee and member of the Audit, CAG and Finance Co
Slide 52: Members of the Supervisory Board
REPORT ON THE ACTIVITIES OF THE CAG COMMITTEE MEMBERS OF THE SUPERVISORY BOARD Following the Shareholders’ Meeting, subject to the approval of 5th and 6th resolutions and after the non-renewal of the term of office of Stéphane Pallez 1 2 3 4 4 5 6 Olivier 4 JCDecaux Jean-Charles Merveilleux Holding
Slide 53: Changes in the 2025 compensation policy for Executive Board members
REPORT ON THE ACTIVITIES OF THE CAG COMMITTEE CHANGES IN THE 2025 COMPENSATION POLICY FOR EXECUTIVE BOARD MEMBERS The 2025 Executive Board compensation policy was adjusted in the following three areas: 1 2 3 Adjustment of the fixed Change to the respective weightings of the Introduction of a fourth
Slide 54: Fixed compensation of Executive Board members
REPORT ON THE ACTIVITIES OF THE CAG COMMITTEE FIXED COMPENSATION OF EXECUTIVE BOARD MEMBERS Δ 2025 FIXED 2024 FIXED 2024/2025 William Kadouch-Chassaing 800,000 800,000 - Christophe Bavière 800,000 800,000 - Sophie Flak 450,000 400,000 12.5% 2025 ANNUAL GENERAL MEETING 54
Slide 55: Termination of Olivier Millet's duties
REPORT ON THE ACTIVITIES OF THE CAG COMMITTEE TERMINATION OF OLIVIER MILLET’S DUTIES The terms of termination of Olivier Millet’s duties were determined by the Supervisory Board on the recommendation of the CAG Committee in accordance with the compensation policy voted in May 2024. 4. As Olivier Mil
Slide 56: Performance shares
REPORT ON THE ACTIVITIES OF THE CAG COMMITTEE PERFORMANCE SHARES The long-term compensation of the Executive Board is comprised solely of performance shares. Performance shares granted will only vest to beneficiaries subject to compliance with… Performance shares were granted to Executive Board memb
Slide 57: Co-investment programs
REPORT ON THE ACTIVITIES OF THE CAG COMMITTEE CO-INVESTMENT PROGRAMS 1. Approval of 2 co-investment programs: Eurazeo Planetary Boundaries Fund and CITADEL CONTINUATION FUND SLP Allocation for Executive Board 2. members 2025 ANNUAL GENERAL MEETING 57
Slide 58: 2025 compensation policy for Supervisory Board members
REPORT ON THE ACTIVITIES OF THE CAG COMMITTEE 2025 COMPENSATION POLICY FOR SUPERVISORY BOARD MEMBERS The principles governing the Supervisory Board’s compensation policy for 2024 are retained for 2025 with no changes. • Retention of an overall amount of €1.2m and predominance of the variable compone
Slide 59: Statutory auditors' report
Statutory auditors’ report Virginie Chauvin Forvis Mazars for the joint statutory auditors 2025 ANNUAL GENERAL MEETING 59
Slide 60: Statutory auditors' reports
STATUTORY AUDITORS’ REPORT STATUTORY AUDITORS’ REPORTS COMBINED SHAREHOLDERS’ MEETING OF MAY 7, 2025 TO THE ORDINARY TO THE EXTRAORDINARY SHAREHOLDERS’ MEETING SHAREHOLDERS’ MEETING • On the delegation of authority to the Executive Board to decrease the share capital by canceling shares purchased un
Slide 61: Opinion on company and consolidated financial statements
STATUTORY AUDITORS’ REPORT REPORTS ON THE COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS See pages 311-313 and 278-281 of the 2024 Universal Registration Document 1ST AND 3RD RESOLUTIONS IN OUR OPINION • The financial statements give a true and fair view of the assets and liabilities and of the finan
Slide 62: Key audit matters
STATUTORY AUDITORS’ REPORT REPORTS ON THE COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS See pages 311-313 and 278-281 of the 2024 Universal Registration Document 1ST AND 3RD RESOLUTIONS KEY AUDIT MATTERS COMPANY FINANCIAL CONSOLIDATED STATEMENTS FINANCIAL STATEMENTS • Measurement of equity • Fair va
Slide 63: Purpose of report on related-party agreements
STATUTORY AUDITORS’ REPORT REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS See pages 354-364 of the 2024 Universal Registration Document 4TH RESOLUTION • It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of agreements and
Slide 64: Report on related-party agreements and commitments
STATUTORY AUDITORS’ REPORT REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS See pages 354-364 of the 2024 Universal Registration Document 4TH RESOLUTION AGREEMENTS AND COMMITMENTS SUBMITTED FOR • Implementation of co-investment programs (Supervisory Board meeting of December 12, 2024): THE APPROVA
Slide 65: Report on related-party agreements and commitments
STATUTORY AUDITORS’ REPORT REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS See pages 354-364 of the 2024 Universal Registration Document 4TH RESOLUTION • Agreement between Eurazeo and JCDecaux Holding SAS AGREEMENTS AND • Implementation and modification of the CarryCo Croissance 3 co- investment
Slide 66: Report on related-party agreements and commitments
STATUTORY AUDITORS’ REPORT REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS See pages 354-364 of the 2024 Universal Registration Document 4TH RESOLUTION • Implementation of the ISO 2 co-investment program AGREEMENTS AND • Implementation of the IPD5 co-investment program COMMITMENTS • Implementatio
Slide 67: Report on related-party agreements and commitments
STATUTORY AUDITORS’ REPORT REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS See pages 354-364 of the 2024 Universal Registration Document 4TH RESOLUTION • Agreement between Eurazeo and JCDecaux Holding SAS – Second amendment (Supervisory Board meetings of June 5 and October 17, 2017 and AGREEMENTS
Slide 68: Statutory auditors' reports to the Extraordinary Shareholders' Meeting
STATUTORY AUDITORS’ REPORT STATUTORY AUDITORS’ REPORTS TO THE EXTRAORDINARY SHAREHOLDERS’ MEETING On the delegation of On the authorization to On the delegation of authority to the the Executive Board to authority to the Executive Executive Board to grant free shares to Board to increase share decre
Slide 69: Presentation of the resolutions
Presentation of the resolutions Gabriel Kunde General Secretary 2025 ANNUAL GENERAL MEETING 69
Slide 70: Resolutions 1 and 3: approval of financial statements
PRESENTATION OF THE RESOLUTIONS 1 st APPROVAL of the Company financial statements ORDINARY RESOLUTION 3rd APPROVAL of the consolidated financial statements ORDINARY RESOLUTION 2025 ANNUAL GENERAL MEETING 70
Slide 71: Resolution 2: allocation of net income
PRESENTATION OF THE RESOLUTIONS 2 nd ALLOCATION of net income ORDINARY RESOLUTION To the legal reserve €- Retained earnings Amount granted to shareholders in respect of €369,540,194.55 €196,643,101.41 brought forward the dividend (including the increased dividend) Net income for the - €137,362,579.7
Slide 72: Resolution 2: dividend distribution
PRESENTATION OF THE RESOLUTIONS 2 nd Dividend DISTRIBUTION ORDINARY RESOLUTION Ordinary dividend: €2.65 per share (+10%) Increased dividend: €2.92 per share The increased dividend will be granted in place of the ordinary dividend exclusively to shares held in registered form since at least December
Slide 73: Resolution 4: approval of agreements and commitments
PRESENTATION OF THE RESOLUTIONS 4 th APPROVAL of agreements and commitments ORDINARY governed by Article L. 225-86 of the French Commercial Code. RESOLUTION • 2 co-investment programs were authorized by the Supervisory Board Meeting of December 12, 2024: Eurazeo Planetary Boundaries Fund and CITADEL
Slide 74: Resolution 5: Olivier Merveilleux du Vignaux
PRESENTATION OF THE RESOLUTIONS 5 th Olivier Merveilleux du Vignaux ORDINARY RESOLUTION • Vice-Chairman of the Supervisory Board and member of the Finance and CSR Committees • Manager of MVM Search Belgium Renewal of the term of • Knowledge of the Private Equity investment office of Olivier business
Slide 75: Resolution 6: JCDecaux Holding SAS
PRESENTATION OF THE RESOLUTIONS 6 th JCDecaux Holding SAS Represented by Emmanuel Russel ORDINARY RESOLUTION • Chairman of the CSR Committee and member of the Audit, CAG and Finance Committees • Key shareholder in the Company Renewal of the term of • International experience, knowledge of financial
Slide 76: Resolutions 7 and 8: ex-ante say on pay
PRESENTATION OF THE RESOLUTIONS 7 th EX-ANTE SAY ON PAY Approval of the 2025 compensation policy for ORDINARY • Supervisory Board members RESOLUTION 8th EX-ANTE SAY ON PAY • Approval of the 2025 compensation policy for ORDINARY Executive Board members RESOLUTION 2025 ANNUAL GENERAL MEETING 76
Slide 77: Resolutions 9 to 14: ex-post say on pay
PRESENTATION OF THE RESOLUTIONS 9 to 14 th th EX-POST SAY ON PAY ORDINARY • Approval of the report on corporate officer compensation (9th RESOLUTIONS resolution) • Approval of compensation paid or awarded in respect of fiscal year 2024 to: o Jean-Charles Decaux, Chairman of the Supervisory Board (10
Slide 78: Resolution 15: share buyback program
PRESENTATION OF THE RESOLUTIONS 15 th AUTHORIZATION of a share buyback program by the ORDINARY Company for its own shares. RESOLUTION • Up to a limit of 10% of share capital • Maximum purchase price: €150 per share • Valid for 18 months • Cannot be used during takeover bid periods unless to satisfy
Slide 79: Resolution 16: appointment of Forvis Mazars for sustainability information
PRESENTATION OF THE RESOLUTIONS 16 th APPOINTMENT of Forvis Mazars as Statutory Auditor responsible ORDINARY for certifying sustainability information. RESOLUTION • Pursuant to the provisions of the Order of December 6, 2023 enacting Directive (EU) 2022/2464 of December 14, 2022, known as the Corpor
Slide 80: Resolution 17: transfer of the registered office
PRESENTATION OF THE RESOLUTIONS 17 th RATIFICATION of the transfer of the registered office. ORDINARY RESOLUTION • New registered office: 66, rue Pierre Charron - 75008 Paris since November 8, 2024 • Amendment of Article 4 of the Company’s Bylaws 2025 ANNUAL GENERAL MEETING 80
Slide 81: Resolution 18: cancellation of shares
PRESENTATION OF THE RESOLUTIONS 18 th AUTHORIZATION to decrease the share capital by canceling shares EXTRAORDINARY purchased under share buyback programs RESOLUTION • For up to 10% of share capital by 24-month period • Valid for 26 months 2025 ANNUAL GENERAL MEETING 81
Slide 82: Resolution 19: free shares authorization
PRESENTATION OF THE RESOLUTIONS 19 th AUTHORIZATION to grant free shares to employees and corporate EXTRAORDINARY officers. RESOLUTION • For up to 3% of share capital (sub-limit of 1.5% for corporate officers) • Valid for 38 months • Same terms and conditions as in 2022 (35th resolution) 2025 ANNUAL
Slide 83: Resolution 20: capital increase for savings plan
PRESENTATION OF THE RESOLUTIONS 20 th AUTHORIZATION to increase share capital by issuing ordinary shares EXTRAORDINARY and/or securities reserved for members of a company savings plan, with cancellation of preferential RESOLUTION subscription rights • For up to €2 million • Valid for 26 months • Sam
Slide 84: Resolution 21: amendment of bylaws
PRESENTATION OF THE RESOLUTIONS 21 st AMENDMENT of Article 13 of the Bylaws (Proceedings of the EXTRAORDINARY Supervisory Board) RESOLUTION • New measure to simplify procedures for holding Supervisory Board meetings governed by Law no. 2024-537 of June 13, 2024 aimed at increasing company financing
Slide 85: Resolution 22: powers to carry out formalities
PRESENTATION OF THE RESOLUTIONS 22 nd POWERS to carry out formalities. ORDINARY RESOLUTION 2025 ANNUAL GENERAL MEETING 85
Slide 86: General discussion
General discussion 2025 ANNUAL GENERAL MEETING 86
Slide 87: Vote on the resolutions
Vote on the resolutions Gabriel Kunde General Secretary 2025 ANNUAL GENERAL MEETING 87
Slide 88: Resolution 1: approval of company financial statements
PRESENTATION OF THE RESOLUTIONS 1 st APPROVAL of the Company financial statements for ORDINARY the year ended December 31, 2024. RESOLUTION 2025 ANNUAL GENERAL MEETING 88
Slide 89: Resolution 2: allocation of net loss and dividend
PRESENTATION OF THE RESOLUTIONS 2 nd ALLOCATION of the net loss and dividend distribution. ORDINARY RESOLUTION 2025 ANNUAL GENERAL MEETING 89
Slide 90: Resolution 3: approval of consolidated financial statements
PRESENTATION OF THE RESOLUTIONS 3 rd APPROVAL of the consolidated financial statements ORDINARY for the year ended December 31, 2024. RESOLUTION 2025 ANNUAL GENERAL MEETING 90
Slide 91: Resolution 4: approval of agreements and commitments
PRESENTATION OF THE RESOLUTIONS 4 th APPROVAL of agreements and commitments ORDINARY governed by Article L. 225-86 of the French Commercial Code. RESOLUTION 2025 ANNUAL GENERAL MEETING 91
Slide 92: Resolution 5: renewal of Olivier Merveilleux du Vignaux
PRESENTATION OF THE RESOLUTIONS 5 th RENEWAL of the term of office of Olivier Merveilleux ORDINARY du Vignaux as a member of the Supervisory Board. RESOLUTION 2025 ANNUAL GENERAL MEETING 92
Slide 93: Resolution 6: renewal of JCDecaux Holding SAS
PRESENTATION OF THE RESOLUTIONS 6 th RENEWAL of the term of office of JCDecaux Holding ORDINARY SAS as a member of the Supervisory Board. RESOLUTION 2025 ANNUAL GENERAL MEETING 93
Slide 94: Resolution 7: 2025 policy for Supervisory Board members
PRESENTATION OF THE RESOLUTIONS 7 th APPROVAL of the 2025 compensation policy for ORDINARY Supervisory Board members. RESOLUTION 2025 ANNUAL GENERAL MEETING 94
Slide 95: Resolution 8: 2025 policy for Executive Board members
PRESENTATION OF THE RESOLUTIONS 8 th APPROVAL of the 2025 compensation policy for ORDINARY Executive Board members. RESOLUTION 2025 ANNUAL GENERAL MEETING 95
Slide 96: Resolution 9: corporate officer compensation information
PRESENTATION OF THE RESOLUTIONS 9 th APPROVAL of information relating to corporate officer ORDINARY compensation mentioned in section I of Article L. 22-10-9 of the French Commercial RESOLUTION Code, as presented in the corporate governance report. 2025 ANNUAL GENERAL MEETING 96
Slide 97: Resolution 10: compensation of Jean-Charles Decaux
PRESENTATION OF THE RESOLUTIONS 10 th APPROVAL of compensation and benefits paid or ORDINARY awarded in respect of fiscal year 2024 to Jean-Charles Decaux, Chairman of the RESOLUTION Supervisory Board. 2025 ANNUAL GENERAL MEETING 97
Slide 98: Resolution 11: compensation of Christophe Bavière
PRESENTATION OF THE RESOLUTIONS 11 th APPROVAL of compensation and benefits paid or ORDINARY awarded in respect of fiscal year 2024 to Christophe Bavière, member of the RESOLUTION Executive Board. 2025 ANNUAL GENERAL MEETING 98
Slide 99: Resolution 12: compensation of William Kadouch-Chassaing
PRESENTATION OF THE RESOLUTIONS 12 th APPROVAL of compensation and benefits paid or ORDINARY awarded in respect of fiscal year 2024 to William Kadouch-Chassaing, member of RESOLUTION the Executive Board. 2025 ANNUAL GENERAL MEETING 99
Slide 100: Resolution 13: compensation of Sophie Flak
PRESENTATION OF THE RESOLUTIONS 13 th APPROVAL of compensation and benefits paid or ORDINARY awarded in respect of fiscal year 2024 to Sophie Flak, member of the Executive RESOLUTION Board. 2025 ANNUAL GENERAL MEETING 100
Slide 101: Resolution 14: compensation of Olivier Millet
PRESENTATION OF THE RESOLUTIONS 14 th APPROVAL of compensation and benefits paid or ORDINARY awarded in respect of fiscal year 2024 to Olivier Millet, member of the Executive RESOLUTION Board, as well as the terms of termination of his duties. 2025 ANNUAL GENERAL MEETING 101
Slide 102: Resolution 15: share buyback program
PRESENTATION OF THE RESOLUTIONS 15 th AUTHORIZATION of a share buyback program by the ORDINARY Company for its own shares. RESOLUTION 2025 ANNUAL GENERAL MEETING 102
Slide 103: Resolution 16: appointment of Forvis Mazars
PRESENTATION OF THE RESOLUTIONS 16 th APPOINTMENT of Forvis Mazars as Statutory Auditor ORDINARY responsible for certifying sustainability information. RESOLUTION 2025 ANNUAL GENERAL MEETING 103
Slide 104: Resolution 17: transfer of registered office
PRESENTATION OF THE RESOLUTIONS 17 th RATIFICATION of the transfer of the registered office. ORDINARY RESOLUTION 2025 ANNUAL GENERAL MEETING 104
Slide 105: Resolution 18: cancellation of shares
PRESENTATION OF THE RESOLUTIONS 18 th DELEGATION of authority to the Executive Board to EXTRAORDINARY decrease the share capital by canceling shares purchased under share buyback RESOLUTION programs. 2025 ANNUAL GENERAL MEETING 105
Slide 106: Resolution 19: free shares authorization
PRESENTATION OF THE RESOLUTIONS 19 th AUTHORIZATION to the Executive Board to grant free shares EXTRAORDINARY to employees and corporate officers of the Company and/or its affiliates. RESOLUTION 2025 ANNUAL GENERAL MEETING 106
Slide 107: Resolution 20: capital increase for savings plan
PRESENTATION OF THE RESOLUTIONS 20 th DELEGATION of authority to the Executive Board to EXTRAORDINARY increase share capital by issuing ordinary shares and/or securities granting access to RESOLUTION share capital reserved for members of a company savings plan (plan d’epargne entreprise) with cancel
Slide 108: Resolution 21: amendment of bylaws
PRESENTATION OF THE RESOLUTIONS 21 st AMENDMENT of Article 13 (Proceedings of the EXTRAORDINARY Supervisory Board) of the Company’s Bylaws. RESOLUTION 2025 ANNUAL GENERAL MEETING 108
Slide 109: Resolution 22: powers to carry out formalities
PRESENTATION OF THE RESOLUTIONS 22 nd POWERS to carry out formalities. ORDINARY RESOLUTION 2025 ANNUAL GENERAL MEETING 109
Slide 110: Thank you
Thank you 2025 ANNUAL GENERAL MEETING 110
Slide 111: Individual shareholder relations
ANNUAL GENERAL MEETING INDIVIDUAL SHAREHOLDER RELATIONS A GROWING DEDICATED STRENGTHENED COMMUNITY COMMUNICATIONS PROXIMITY Around 29,000 individual SHAREHOLDERS’ LETTER A TEAM AT YOUR SERVICE (May) – 6,000 readers shareholders (+50% in 3 DEDICATED VIDEOS & years) with around 12% of INTERVIEWS (~10,
Slide 112: eurazeo.com
eurazeo.com 2025 ANNUAL GENERAL MEETING 112