Eurazeo SE (EPA:RF)
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48.20
+0.08 (0.17%)
May 11, 2026, 5:35 PM CET
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AGM 2026

May 6, 2026

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

Ladies and gentlemen, dear shareholders, welcome to our combined general meeting at Eurazeo. As each year, we are able to gather the shareholders, the members of the Supervisory Board, senior management, and the teams of your company. During this meeting, we will be presenting the results, the group's ambition, and we will be able to answer your questions before we vote on the resolutions. I will now call Olivier Merveilleux du Vignaux and Mr. Emmanuel Russel, who are both corporate officers and representing the largest number of voting rights to be tellers, and I'd like to thank them for agreeing to do this. I will now present Mr. Gabriel Kunde, who is going to be the secretary of the general meeting, and I will hand over to him to present the agenda of the meeting. Good morning, shareholders.

Gabriel Kunde
Group General Secretary, Eurazeo

I wish to greet the members of the supervisory board sitting in the first row, as well as the statutory auditors, members of senior management. Your AGM will be broadcast live. It is there on the internet. We'll go through the usual formalities. You can see the agenda and the interventions. You'll find the. We will not be reading out the whole of the report. The AGM has been convened further to convening notice, all completed within the regulatory timelines published on the BALO and the Figaro as of the 30th of March and in the Figaro daily newspaper. All the shareholders of the company who are holding registered or bearer shares have been duly informed and convened.

The financial statements, the report, all the documents that have to be made available to the shareholders, have been provided, consistent with regulatory and legal requirements and are with the bureau of this meeting. I recall that, in order to comply with the CSR policy of the group for the past few years, we no longer print a hard copy of the registration document for all of the shareholders. A digital version may be consulted, using the QR code that's displayed in the room, and hard copies can be sent out on request. An attendance sheet has been drawn up and signed by each member of the AGM. The list will be finalized at 10:30, at which point I will give you the final quorum.

The combined AGM can legally be held. I will now let you enjoy a short film on the highlights of 2025.

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

[Foreign language]

Speaker 12

Ladies and gentlemen, dear shareholders, first of all, welcome. I'm here with all the members of the supervisory board. We're very happy to see you once again this year. Each general meeting is a special moment where we step back, where we share the facts as they are, where we look forward clear-mindedly, and where we're also able to express our convictions with determination. Our AGM is being held at a complex time for the world, for Europe, for our economies, for our companies, and for all of us shareholders and investors. As we all know, the balances are shifting.

The cost of capital has changed. The markets are more demanding, more volatile. Whereas technological, energy, industrial environmental transformation is accelerating. It's against this backdrop that there are two ways of behaving. Either you are an onlooker or you adjust while sticking to your course. Eurazeo decided some years ago to make a strategic choice, which I can summarize as follows. One, build a private asset management platform focused on European mid-market caps and in order to do so, to optimize further our operating performance to accompany with commitment the development of companies in which we invest over time and to respond transparently and efficiently to the expectations of our investors. Number two, to accompany the development of our platform by gradually reducing the size of our balance sheet.

Finally, the third thrust is to return capital to our shareholders. We maintain these choices. Our asset management activity is growing, it's being structured, and it's improving in terms of profitability. In 2025, Eurazeo raised a record amount of EUR 5.5 billion and gained new market share. Our group is continuing to broaden its European client base. It is attracting new investors on other continents, in particular in Japan, Korea, and the Middle East. In an increasingly constrained market, polarized towards key major players, this is not a fortuitous success. It is a marker of the trust and relevance of the strategy borne by our teams, which is becoming increasingly visible. Our teams have also succeeded in stepping up asset rotation on our balance sheet and achieving successful disposals in an increasingly nervous market regarding M&A.

This volume is not up to our expectations, but let us be able to appreciate the good performance that we have been able to achieve. Looking beyond the figures, the key point is that Eurazeo has not only reorganized, Eurazeo has changed in nature, and I see this every time when I meet the teams. This one Eurazeo that we're talking about recently has now become a reality. A state of mind that is fully turned towards our clients, driven by controlled processes and strengthened independence in our management. Not everything is perfect, far from it, and I'm not here to deliver an idealized vision. There is, as you know, one disappointment, which is the share price, which does not at present reflect the value that we feel we have created and that we will continue creating.

We therefore have to be clear on some of the reasons for this. Part of the assets of the Eurazeo balance sheet, due to previous investment cycles, is slow in being producing value. This legacy is penalizing the visibility of the transformation, the in-depth transformation of our group. These constraints are themselves part in a tense market environment, amplified by the geopolitical, economic situation and the technological transformation that is holding back liquidity. This is a phase, a stage in the slowdown. The fundamentals of the companies in which we have invested are robust. Our group, as you can imagine, is going to patiently work with discipline, and this choice, which is the choice of continuity, reflects the faith of the supervisory board and the management team in the Eurazeo strategy.

Our group is able to depend on stable share ownership, be it the family, institutions, or individual. The David-Weill, Richardsons, and Grillo families who have supported Eurazeo over several decades renewed their faith in us with an agreement with the company at the beginning of the year. This is a strong sign of loyalty and conviction which enables us to cross these cycles without making any concessions on our ambitions. This is the spirit in which we are going into 2026. Eurazeo is complying with its commitments and will continue this year its policy to return, produce a return for shareholders consistent with the trajectory announced with an increase in the dividend of 10% to EUR 2.92 shares per share. Uncertainty, tensions, market hesitancy persist.

I'm convinced that the players will able to be to combine discipline, strategic clarity, and the capacity of execution, which will be further strengthened. Eurazeo is part of those players. We now have a solid platform, excellent teams, a client base that is broadening, in particular internationally, and above all, we have a clear direction. The bond market has taken this on board very clearly by approving the issue of EUR 500 million made last April that has enabled us to diversify our sources of funding. The ambition, as you will, clearly have understood, is very much there.

It's up to us to remain on course and with determination and to step up our transformation by accelerating in the growth of our asset management, accelerating balance sheet rotation, accelerating our capacity to transform our performance by creating visible value for the market. It's on this particular target that we will be judged, and it's on this particular target that we are fully focused. Ladies and gentlemen, during the periods that we are going through, it is all too easy to be distracted by the surrounding noise. What makes a difference is consistency in effort and results. The Eurazeo trajectory is being maintained. It requires more work

Sometimes difficult decisions, but it is very solid. I, when going into this, together with the supervisory board with demand and confidence. Thank you. I will hand over to Mr. William Kadouch-Chassaing and Christophe Bavière, the Co-CEOs , who will present the highlights of last year and expectations for the coming year.

William Kadouch
Co-CEO, Eurazeo

[Foreign language]

Speaker 12

Thank you, sir, and good morning, everyone, and welcome to this AGM. This will give us an opportunity to review 2025, to look at the strategic projects underway, and to give you a presentation of the financial and extra-financial results. Look at 2025 first. First of all, well, asset management has again experienced two-digit growth, given a good year of cash collection. Christophe will come back on this. It was in fact a profitable growth with an improvement in operational margin and cash flow from asset management. Secondly, the rotation of our balance sheet has been good despite the bad market condition, with divestment up 40%, done in the right kind of conditions despite the difficult circumstances. Thirdly, value creation of the portfolio is negative.

We have, for instance, adjusted a number of things, undergone the significant drop in the USD over 2025. However, things have improved over the second half of last year. The investment portfolio is doing well, with significant growth in turnover and profitability across the board, which should lead to something positive, provided things become more normal. We are now halfway through our four-year plan. It is time therefore to review the four strategic midterm avenues that we had discussed with you in the past. Firstly, gain market share in asset management. Secondly, increase the contribution of asset management to our balance sheet, reducing the balance sheet given an active monetization policy together with a distribution to our shareholders. Thirdly, generate organic value creation in the portfolio.

We can say that we're ahead of time as concerns the growth of our development and our client franchises, with an increase in institutional customers and international contacts too through wealth solutions. We're also online as concerns asset management. The current recurring margin on commissions is some 36% and still increasing. The commissions are still increasing, and the generation of cash flow profile is therefore in line with the plan, with a two-digit growth of third-party commissions and less dependency on the balance sheet. We're also on the right path as concerns the asset-light model, less reliant on capital. We've outperformed market as concerns realizations and have paid out more or some EUR 1 billion in capital to our shareholders over the last two years.

However, the creation of value for the portfolio has been disappointing for 2024 and 2025, and we're running late on the plan. At the November 2023 capital market days, we had committed to increasing our return and payout to shareholders. We have done that over the first two years of the plan, increasing the dividend by 10% every year. We are now offering an ordinary dividend of EUR 2.92 per share. That is yet again a 10% increase as compared to last year. A 10% loyalty premium will be paid out to registered shareholders who hold their shares for more than two years and who have held them for more than two years within the legal maximum of 0.5%.

Over 2024-2026, the overall payout should reach the EUR 600 million mark. Our share buyback program, as the chairman has said, is ambitious and in line with the plan. Since the launch, we have bought back some EUR 600 million of shares. That is some 20% of total shares and a accretion for the shareholders. Over 2026, we expect to buy back some 4% of our shares, some EUR 200 million, leading to an overall buyout buyback for 2024-2026 to EUR 800 million. Over the entire four-year course, we expect to buy back 25% of our shares. That is about 45% of the free float.

The pace at which this will be done will depend on our ability to optimize and maximize the regulatory possibilities over the course of the period. Let's now move on to the numbers for 2025. Asset management first. At year's end, assets under management totaled EUR 39 billion, up 8% on one year. Assets for third parties accounted for some EUR 30 billion, up 15%. Assets generating commission reached EUR 28 billion, up 8%. This was due to third-party accounts up 12%, whereas the assets generating commissions on the balance sheet have gone down 2%, which is in line with our strategy to downsize the balance sheet.

Please note that the ratio of assets generating commissions compared to overall assets for management is now still high, around 72%. Management fees raised to EUR 435 million in 2025, up 3%. Third-party managers are up 7.5% at constant exchange rate, reaching EUR 322 million rates. Commission on private markets at the heart of our business, up 10%, reached EUR 237 million. Very high business, thanks to our FPAUM. IMGP commissions reach EUR 85 million, down 2% because of headwinds related to forex. While assets under management and income in U.S. dollars are up 2%. Lastly, management commissions related to the balance sheet are down 5% to EUR 113 million.

This is inconsistent with our strategy as of mid-2023, the so-called asset-light approach. Recurring income from FRE, fee-related earnings, is up to EUR 156 million, with the margin up 40 basis point on the year, reaching some 36%. It's the fourth year running that that has increased. We have, in fact, reached our midterm goal of 35%-40%. This is the result of a healthy growth of commissions for third parties and rigorous cost management, only up 3% in 2025. EBITDA for asset management is up 12% to EUR 206 million, margin 44%, up two percentage points on the year. Commissions on performance fees, reached EUR 33 million, and that is a twofold increase over the previous year.

We are still increasing our fees, management fees for third parties and our performance fees. Our asset management is therefore a positive contributor to cash flow for the group. Which now brings us to the investment corporate results. At year's end, the net value of the portfolio was EUR 6.8 billion, and is marked by the following. The organic value creation is slightly down, -1.6%. The momentum of the portfolio was offset by compressions in some market segments by cap rates, for instance, in real estate, which are still unfavorable and one-off adjustments. Forex has also had a negative impact to the tune of 2.5%.

Lastly, the change in scope has led to a 9% reduction, which is in line with our policy of active rotation of the balance sheet. As you can see on the chart, value creation in H2 has improved over H1, which is a encouraging trend. The operational indicators for the underlying portfolio are and remain healthy. We intend and expect to have positive value creation in the next few quarters and half years, which would require a stabilization of the current market's instability and volatility. The contribution of the investment business was mainly driven by non-cash elements, mainly IFRS-related elements, minus EUR 552 million in 2025, including EUR 351 million for fair value and EUR 113 million for fees paid out.

Management costs and financial costs are and have remained stable and limited. Let me now give the floor to Christophe, who will tell us more about rotation of assets.

Christophe Bavière
Co-CEO, Eurazeo

[Foreign language]

Speaker 12

Thank you, William. Ladies and gentlemen, good morning. As William said, welcome to the general meeting. It's an honor and a pleasure to be with you here once again this year. Moving on to the operational performance of the asset management business of Eurazeo. 2025 was a new record year in terms of fundraising, with third-party flows at EUR 5.5 billion, up 28%. This is the third year in a row where we have growth above 20% in terms of fundraising. This fundraising was well-balanced between private debt and private equity.

Reflecting the strength and diversity of our platform. This is a major shift of Eurazeo over the past few years. We are now funding companies by becoming shareholders through private equity, but also increasingly by lending funds through private debt. This is an evolution in the European market, which is similar to what has been happening for the past few years in the U.S. In terms of strategy, private equity raised EUR 2.7 billion, up 67%, including the successful closings of the EC-V, our buyout fund, Article nine Planetary Boundaries, as well as the launch of the fundraising for PME V. Growth strategy achieved a first closing of EGF IV at EUR 650 million, and venture strategies raised over EUR 100 million.

Secondaries and mandates collected over EUR 800 million, mainly through Eurazeo SF V. Private debt raised EUR 2.7 billion, up 8% through our flagship fund, which is Eurazeo Private Debt VII, specializing in ETIs and SMEs, and which now stands at EUR 3.5 billion at end 2025. The following chart is pretty explicit, notwithstanding volatility. What we see very clearly is that Eurazeo is increasing its market share, which is the implementation of the commitments we made at our capital markets day. Using 2009 as the base year, the annual fundraising by Eurazeo is up 126% versus overall increase of 33% for the European market, which, as you can see, has recently declined. Well, declined 7% over the same period.

In absolute terms, we have gone up from EUR 2.4 billion to EUR 5.5 billion, emphasizing the strength of Eurazeo's platform as well as the breadth of our client base. We've often spoken about this here. It's a priority target for Eurazeo. We continue to broaden and internationalize our institutional investor base. The number of institutional clients now stands, well, in fact, has exceeded 500 with a net addition of 44 in 2025. Our client base has increased on average by 25% since 2022, and the share of institutional flows arising from our international business stood at 71% in 2025, which is a very sharp increase on the 2018- 2020 period where we were at 37%.

This reflects major contributions from the rest of Europe and from the rest of the world, illustrating very clearly Eurazeo's capacity to win institutional investor blue chip mandates internationally. The development of our franchise not only reflects the quality of our investment approach and the excellent quality of our teams, it is also a driver of future growth. Our experience shows that once trust has been built, established, large institutional investors gradually increase their commitment to our funds. Further, we have continued to grow our wealth solution franchise with private investors. The franchise grew its assets by 18%, sustained by our evergreen product, which is EPVE 3, which behaves similarly to a mutual fund and now stands in excess of EUR 3.5 billion in assets under management.

We broaden our European presence with good traction in Benelux and new distribution partners in Italy, Germany, and Switzerland. In 2025, we officially launched a wholly European product range through our Evergreen Eurazeo Prime Fund with EPIC in private credit and EPSO in private equity. As you can see, we're continuing to invest in the reputation of our brand, and this is bearing fruit. We were among the most broadly recognized management companies during the IPEM Wealth Awards 2026. Ed Kane and Les Echos now recognizes us as one of the leading players in private equity and private debt. Let's look ahead now. The 2026 pipeline, in other words, funds raised in 2025, is very robust and well-diversified with flagship funds, more thematic offers and an offering focusing on individual private investors.

In private debt, EPD VII remains very successful with sustained demand. It should be soon completing its final closing by achieving its hard cap. We are also going to be launching Eurazeo Private Debt 8 in the near future. We've also raised ESMI II, which is an asset-based vehicle specializing in maritime transport. In equity, we have a robust pipeline. In buyouts, PME V has excellent traction and will be one of the key features of this year. ESF V in the secondaries and EGF IV in growth are continuing to raise funds. Finally, in real assets, we are launching in 2026 our second vintage in infrastructure, ETIF II, and we will continue to raise funds for our EAZU fund in operational real estate.

Coming to wealth solutions for private investors, flows in our EPVE evergreen fund remain dynamic, backed up by the internalization of the fundraising through the launching of the European Prime brand, which includes EPIC and EPSO. It's important to raise funds, let's see how the funds collected by Eurazeo in 2025 have been used, on which kind of company Eurazeo has shifted its investments. Investments totaled EUR 5.3 billion in 2025 versus EUR 4.6 billion in 2024. In private equity, we deployed EUR 2.2 billion in high-quality companies such as Mapal in Spain, Ecosan in France, OMMAX in Germany, 3P in Belgium, or Dexory in the U.K. In private debt and secondaries, the pace of investment is fully consistent with objectives.

At the end of the year, EPD VII was invested at 61% and ESF V at 53%. In real assets, Eurazeo invested in Aquardens in Italy, Water Direct in the U.K., and Terralaya in Germany. We are moving into 2026 with dry powder. In other words, our investment available cash at EUR 6.2 billion, up 15% on last year, as well as balance sheet commitments of EUR 2 billion, which ensures that Eurazeo has all the resources that are required in order to capture investment in opportunities. Eurazeo's business, as you know, is to collect funds, to put them to work by financing market leaders, SMEs, French and European very small companies, and also to disinvest and to give money cash back to our investors.

In 2025, we sustained our rate of implementation after a recovery in 2024. At Group level, implementation stood at EUR 3.1 billion in 2025 versus EUR 3.4 billion in 2024. Disposal in private equity stood at EUR 1.9 billion, confirming the Group's capacity to monetize its assets on a sound footing. In private debt, disposals, cash returns reached EUR 1.2 billion, slightly above last year, reflecting regular rotation of our portfolio. I would, if I may, like to emphasize the quality of our disposals.

As you can see, we have continued in 2025 to crystallize strong value creation, extending our track record with a gross multiple of disposals of 2.1x our investment since 2012, and disposals that are regularly above the value recorded in our financial statements. We have got off to a good start in 2026 with the disposals of Fermax and Ex Nihilo at 2.6x and 2.7x , respectively, the cost price of the investment. Disposals of companies and distributions are the major priorities for our investors and a key factor in transforming Eurazeo's business model. This will remain a sharp area of focus for us and all the teams in the year ahead.

Finally, let's not forget our commitments, and we are continuing to strengthen our leadership in terms of sustainable development and investment and impact under the stewardship of Sophie Flak, who will be reporting on this in a few moments. Our assets dedicated to environmental and health solutions stand at EUR 6.1 billion, which is around 16% of our total assets under management. Our impact strategies contributed to the tune of approximately EUR 460 million to the fundraising for 2025. Regarding our climate alignment, 28% of the companies eligible for the private equity portfolio now have targets validated by the SBTi in excess of our target of 25% that we set for 2025. These achievements are accompanied by external ratings amongst the best on the market, 5-star with PRI.

MSCI, we have AA rating and Sustai nalytics low risk. To sum up, ladies and gentlemen, Eurazeo has made good headway in 2025 on the two key thrusts of our strategic plan, growth and transformation.

Eurazeo is building a private market leader with clear relevant positioning on European mid-caps, focusing on growth and impact. We are posting regular growth in our results, driven by growth in revenue and cost control. Finally, as we said earlier, we are increasing the amount of capital return to our shareholders. In other words, doubled in two years. To conclude, we want to address the important issue of stock market performance of the group, consistent with the adjustments made on the balance sheet, I'll now hand back to William.

William Kadouch
Co-CEO, Eurazeo

[Foreign language]

Speaker 12

Thank you. The share performance now, the share price. This is something that is very important for us, and the board and for management as a whole. The performance, we must admit, it was not very good last year.

As you can see, up until April last year, it was pretty good and then it collapsed in April. This is mainly due to two factors. First of all, an unfavorable market as concerns asset management. There are issues relating to private credit in the U.S. software, the ability to value folios. Then more specifically, the adjustment of our portfolio has led to a negative value creation over two years running, which has led to a number of questions being raised about our assets and portfolio, and that is what we must reassure people about. What happened? We adjusted value in 2024 and 2025 for over 8% over two years. All in all, that is something like EUR 650 million.

These adjustments, according to the accounting standards, IFRS 10, meant that there were a number of bookings in our balance sheet, even though we were cashing in capital gains to the tune of EUR 2.6 billion. As you can see, value creation over five years, and that's important, is still on average 10% a year, given the strong reevaluations of 2021 and 2022. All in all, the variations over the year are due to three things. First of all, value adjustments of EUR 1.4 billion gross adjustments, and that affected a small number of historically held assets over 2016-2021.

A variation in the value of the rest of the portfolio that was still lively and buoyant, around EUR 800 billion. EUR 1.4 billion minus EUR 800 million, that's somewhere around EUR 600 million. Lastly, the downsizing of our balance sheet, which is in line with our strategy to the tune of EUR 900 million, and that is just a scope issue. There is a basic difference between value creation over one year and a yield over the investment horizon, which is, depending on the asset class, somewhere around five years -seven years. Our overall balance sheet, your balance sheet is still invested in programs that are robust and over the mid and long term. For instance, Eurazeo Capital IV posts today a 2x multiple.

That is two times its initial costs and an IRR around 14%. PME IV has IRR 29% and times 0.4. In private debt, the latest direct lending fund, EPD VII, is in the first quartile with IRR around 15%. Also in growth, as you know, our direct investment in the balance sheet still generate a 1.4 x multiple. The new program, EGF IV, is still very promising. To address the legitimate concerns of the market, we've decided to be more educational. We've organized a workshop for the benefit of the market on the 29th of April this year so as to shed light on the components of the portfolio and the program, its value and its performance. Let us come back to basics.

We are convinced that the intrinsic value of the enterprise, which we consider to be somewhere around EUR 120- EUR 130 a share, is very much higher than the current share price. How have we calculated this? First of all, our asset management is enjoying dynamic growth somewhere around EUR 30- EUR 40 per share, depending on which methods you use. Two, the value of our balance sheet portfolio was EUR 102 per share at year's end in 2025. Thirdly, debt. Net debt of the group at year's end was a negative value EUR 14 to be deducted from the previous numbers I've just given. What we now have to do is to shed light on this intrinsic value of the group. To do so, we are acting on three avenues.

First of all, the growth of asset management. We've said it, and its value will be fully recognized when it is reached as a more significant growth compared to its peers and compared to our balance sheet. We are improving and but, given the competitive environment, it is going to be a long-term project. Secondly, the performance of the balance sheet in terms of value creation and realization. We have shown our ability to cash in on significant capital gains by divesting some EUR 800 million in 2024- 2025, but this wasn't fully booked, as I have said. We intend to go on doing so despite the volatile economic and geo-political circumstances. Third point, remuneration of our shareholders.

With a 10% per annum growth for dividend, and an accretion of the share is of 14% over two years, we have a very positive result. Now, let me now give the floor to Sophie Flak.

Sophie Flak
Member of the Executive Board and Managing Partner for Sustainability and Impact, Eurazeo

[Foreign language]

Speaker 12

Thank you, William. Ladies and gentlemen, dear shareholders, 2025, once again, reminded us of something that is very obvious, of course, that what with the increase in floods, droughts, fires, and other disturbances, the physical reality of our world, the world we live in, has a direct impact on our businesses over and beyond the geopolitical gaps and differences. The recent events have also shed some glaring light on our strategic dependency and our need to increase our robustness and sovereignty to preserve the competitiveness and the performance of our companies.

Eurazeo is putting sustainability at the heart of its business model. Our goal being to reduce the impact and the related risks, and to make the most of the opportunities that these this brings. Let's look at our regulatory and statutory reporting under the CSRD directive. Our double materiality analysis has identified eight major environmental, social, and governance issues that may have a material impact on the current and future performance of Eurazeo, as you can see on the screen, maybe. These risks are the same, and impacts are the same as those that were shown last year. There is one more down bottom right, cybersecurity, which has increased due to the spread of AI. As concerns sustainability, the first opportunity for the group is to develop so-called profitable impact investment funds.

These would finance companies whose product services and/or technologies meet the great challenges of the day. As you may see on the screen, and as Christophe has said, the two reference indicators across the world show that there is still appetite for this. In the economic and financial context, which is very complex, these dedicated assets are still growing up 11%, as you can see on the left. When you turn to the future institutional clients and on private markets, the so-called LPs seem to significantly increase their allocation to impact, as you can see on the right. Christophe, William, and all our teams and our staff are all convinced that impact is a significant driver of profitable growth for Eurazeo.

As you can see, we have a solid strategic positioning as concerns this specific segment. We've chosen to focus on two segments that enjoy strong growth and high rent profitability, namely environmental solutions and health solutions. We finance this through generalist funds and eight dedicated investment strategies. To date, this accounts for some EUR 6 billion, that is 16% of our assets under management, and a 19% increase compared to 2024. Our positioning on profitable impact is also a key differentiation factor and appeal for our customers, as has been demonstrated by the EUR 460 million raised on impact funds for 2025. That is some 9% of the total raised by the group.

Let's now move on to the second one, climate change. Eurazeo generated emissions account for some 3.8 million tons of CO2. That is equivalent to the yearly emissions of some 400,000 French citizens. We note that 99% of these emissions come from companies we support. We've therefore committed to a decarbonization strategy under the Paris Accord and validated by the Science-Based Targets. You can see a slight increase in our emissions for 2025, in part due to the change of our headquarters. Some of the lease on our former offices are still running over 2025.

With the new offices, we are aiming at a minus 43% emission compared to 2017, even though we now have a staff, a head count that is twice what it was then. This puts us on course to achieve our goal of minus 55% by 2030. As you know, decarbonization also covers the private equity portfolio. We are overshooting our midterm objective for 2025, what with 28% of invested capitals covered by the decarbonation trajectory validated by SBTi. That is 70% of the portfolio is now covered. On real estate, the reduction in emissions per square foot has increased and is now - 51% compared to - 60% being our target for 2030.

Let me now remind you that CO2 emissions is being reduced by a switch from carbohydrate, f rom hydrocarbons to electron in buildings and data centers. This contributes to the protection and decarbonation of the performance in our businesses. We have to spend, of course, a little time as concerns our staff. We have balanced mixity within our team. 47% of our staff, permanent staff are women. There is a slight drop to 27% in representation in the senior management because they have broadened. We are paying due attention to the working condition of the 150,000 workers in the companies we finance. This is a key vector of job creation and job protection in France and across Europe, thus contributing to our economic sovereignty and strengthening it.

By way of conclusion, I can say that investing in Eurazeo is investing in a resilient company that is able to look forward and manage its risks as concerns sustainability, while at the same time tapping into the opportunities derived from environmental and social transition. Thank you.

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

Thank you, Sophie. Thank you for this presentation that clearly shows you, ladies and gentlemen, how Eurazeo is committed in time. Thank you, William and Christophe, for giving us this overview of our operational results, which are strong, even though the share price is not quite what it should be. Let me now give the floor to Gabriel Kunde, who will tell us more about what the supervisory board members have done over the last year.

Gabriel Kunde
Group General Secretary, Eurazeo

[Foreign language]

Speaker 12

Thank you, Chair. I will now be reporting on the work of the supervisory board. At 31st of December 2025, it included 11 members, including two employee representatives and a non-voting member, Monsieur Bruno Roger. Your company is complying with current regulation with women representation on the board of 44.4% and independent members of 55.5%. Further to today's general meeting, Mr. Jean-Pierre Richardson, the non-voting member of the board and member of the audit committee, will not be seeking renewal of his term of office, and our AGM will be voting on the nomination of Mrs. Flavie Richardson to take over from him. We are also proposing renewal of the terms of office of the independent members, Madame Lemoine and Mr. Schoen.

The last nominations confirm that the wish of the Board to further strengthen its expertise in financial analysis, knowledge of asset management and private equity. They also enabled us to strengthen the competence within the audit and remuneration committees against the backdrop of the strong increase in the intensity of the work of the governing bodies of your group. You know the general duties incumbent under the law and statutes on the Supervisory Board of Eurazeo. We recall that the strategic transformation of Eurazeo and the establishment of a diversified international asset management platform has led to a shift in the duties of the Board. To the allocation of the shareholder equity of the company and the funds, the performance of the funds, the CSR strategy of your group, and the succession plan of the members of the Management Board.

Four permanent committees assist the supervisory board in the decisions, as recommended under good practices for governance. The audit committees and CSR committees are chaired and are mainly made up by independent members. Your governing bodies, you met on the 29 occasions. A new, further year of strong mobilization of the members of the supervisory board and management board. As you can see on the screen, the attendance rates at these meetings are particularly high. Three meetings known as executive sessions were held during the year, attended by members of the supervisory board, but without the members of the management board.

The main areas covered were the allocation of the shareholder equity of the company to the funds, review of performance of the funds managed by the group, governance and remuneration, a review of the share ownership structure, and the share buyback program in 2025, against a backdrop of a volatile market. Particular emphasis was made at the request of the chair of the supervisory board and the members on the performance of the investment on the balance sheet of the company. The supervisory board implements, consistent with AFEP-MEDEF recommendations, a dual evaluation approach combining a triannual assessment by an independent company and internal annual review. The chair of the supervisory board also personally conducted individual interviews with each of the members in order to have their assessment of the work conducted during the year.

This evaluation reflects a positive shift in the functioning of Eurazeo's governance, which is very satisfied, very satisfying for all of its members who note constant improvement. Recommendations for 2026 include consolidating the annual risk review, further in-depth analysis of the succession plans, and continuing to increase the training program covering asset management, private equity, AI and CSR.

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

Merci, merci.

Speaker 12

Thank you, Gabriel. Now I would like to hand over to Serge Schoen, who is the chair of the governance committee, who will present the work of the committee.

Serge Schoen
Chairman of the Governance Committee, Eurazeo

Mesdames et messieurs.

Speaker 12

Ladies and gentlemen, shareholders, I am delighted to present a report on the work completed by the committee in 2025. This work reflects a constant demand for stringency, transparency, and aligning of the interest of all of the stakeholders in your company. At 31st of December 2025, your committee was comprised of members with complementary skills, mainly independent members. We welcomed on board last year Madame Isabelle Iralhot, an independent member, and Madame Julie Coquin, representing employees. I would like to thank them. I wish to emphasize the quality of our discussions, the strong attendance, the commitment of each of the members that enabled us to conduct in-depth work on all of the relevant areas.

I should add finally that, further to their request, Mr. Louis Stern, a member of the board representing the David- Weill family, the long-standing shareholder of the group, will be joining the CSR Committee to Olivier Merveilleux du Vignaux. i would like to thank Mr. Merveilleux du Vignaux for his excellent contribution to the work of the committee over the past 15 years, and welcome the arrival of Mr. Stern, who will contribute his knowledge of the industry, in particular Anglo-Saxon practices, since he himself runs an American investment fund. In 2025, the committee met on 9 occasions, reflecting sustained activity.

Our work covered all of our responsibilities and duties with particular attention on reviewing the remuneration policy and assessing the objectives for the management board, the supervisory board governance, preparing the general meetings, preparing future governance plans, and reviewing succession plans. Finally, we also considered long-term issues such as regulated party agreements and co-investment projects. All of this work was conducted with a constant emphasis on strategic coherence, alignment of interests, and compliance with market standards. Now, moving on to the achievement of variable remuneration targets, long and short term for members of the management board. As indicated last year, the remuneration policy for 2025 was adjusted to better reflect the change in the business model of Eurazeo.

In particular, the weightings of the economic criteria were reviewed in order to strengthen alignment with the development of the business for third parties. Based on 2025, the variable remuneration of members of the management board stood at 90.70% of target. The achievement of this level reflects a balanced combination of economic criteria and qualitative criteria assessed stringently by the committee. Criteria arising from the evolution of a net book value for 2025 as well as that of the performance of total shareholder return were not fully attained. Conversely, I wish to emphasize the excellent performance of the group's operating margin for its asset management business. The operating margin of the group is therefore the FRE after an excellent or record year on this particular indicator.

Finally, I wish to note the committee's wish to commend through the qualitative part of 2025 the strong execution by your management board of the strategic plan and the modernization of our group as recalled by our chair in his introductory remarks. You have on screen the variable individual remunerations. For the members of the supervisory board, this will be covered by resolution 1 for you to vote on during the AGM. Regarding the remuneration of long-term free share plan allocated in 2023, expiring in 2026, the performance conditions were not reached, and therefore, no share was finalized for ownership for the beneficiaries under this plan. This situation reflects the demanding nature of these long-term remuneration plans.

I recall that the performance criteria in the 2023-26 performance plan were significantly weighted by the change in the valuation of the companies on Eurazeo's balance sheet, accounting for 70% of the plan, as well as the share price of the company for the remaining 30%. Moving on now to the remuneration policy and governance policy of 2026. First of all, the remuneration policy. Given the renewal of the membership of the management board in the first quarter of 27, we did not make any shift in remuneration policy overall, with one exception for the allocation policy of long-term performance shares. Three adjustments were made, decided upon by the supervisory board for 2026-29, namely the introduction of new economic criteria, a review of the criteria weightings, and adaptation of the allocation level.

These shifts, these changes are intended to strengthen the coherence between financial incentives and the group's priority, strategic priorities. The performance criteria associated with the allocation of shares to members of the management board, we decided to reduce the discount between face value and the book value of the instrument, which was too abnormally high at Eurazeo and created an imbalance, if criteria are reached. Therefore, we have set up new criteria, each weighted 25%.

First, the performance of the net asset value restated for previous distributions, the increase in the share price of Eurazeo compared to the LPX TR Europe Index regarding quoted, listed European investment companies, growth of assets under management for third parties, and finally, the increase in the FRE margin with an objective of over 150 basis points for the period of the plan. We therefore have balanced criteria that are better balanced between market criteria and internal criteria, and a discount in between the book value and the face value of the instrument, which has been significantly reduced and now reflects market standards. Finally, after analyzing market practice, the company adjusted allocation levels in order to ensure the attractiveness of the structure.

12-month equivalent of remuneration in performance shares were awarded to the co-CEOs and nine months to Sophie Flak. To set these levels, we assessed the competitiveness of the long-term remuneration scheme versus a reference panel comprising eight investment companies that are comparable to Eurazeo. These allocations are positioned on a prudent basis versus peers while guaranteeing strong alignment with the creation of long-term value. These allocations will be established after a 3-year period. The fixed remuneration of the members of the management board remained unchanged in 2026. Coming on to governance topics for 2026. Regarding the membership of the supervisory board, we decided to renew the terms of office of two independent members that were expiring, that were ending.

Mathilde Lemoine, member of the Supervisory Board and of the CSR Committee, and myself, and it's been my pleasure to chair the CSR Committee and to take part in the work of the Finance Committee and of course, the Supervisory Board. I should add that I also supervised the work of the ad hoc committee set up over a year ago to consider potential growth, external growth projects for the group. We also noted the wish of Mr. Jean-Pierre Richardson to not renew his term and of office as a non-voting member of the board, which he has been since 2008, on which the chair will say a few words.

Given the long-standing loyalty and the strength and support of the Richardson family, which has increased its stake in Eurazeo Capital, as well as his own qualities and professional experience, we are recommending the nomination of Madame Flavie Richardson as the non-voting member of the Supervisory Board. Further to this AGM, and subject to approval of the resolutions, the membership of the Supervisory Board will be consistent with high standards in terms of governance. Diversity of profiles, the know-how of each member, the illustration of strong commitment to the group, as well as the proportion or the number of independent members and of gender equality are the key factors. Regarding the work of the specialized committee, I wish to heighten the decision of the Supervisory Board to broaden the scope of the CSR Committee.

This reflects the growing importance of CSR issues, as well as the inclusion of issues arising from digital technology, data and AI. The committee will ensure that these areas are dealt with in a structured manner, taking into account their ethical, reputational and governance impact. Among the main projects for 2026, we have already launched the process for nomination of the management board for the period running for four years, starting Q1 2027. Consistent with our stringent, transparent approach, the committee has launched a preparation process that will lead to the decision of the Supervisory Board in early 2027. This work ensures the quality of future decisions to be made by the board and alignment of the stakeholders.

Further, the committee examined on the basis of the regulated party agreement , the signing of a new shareholder pact with the David-Weill family, and this is also being subjected, presented for a vote. This agreement, which is a four-year period from the 6th of April 2026, reflects the continuity and stability of the share ownership of the company. It rests on three key pillars: a commitment to prior consultation between the parties before each AGM in order to ensure consistent exercise of voting rights; strict supervision of capital, share capital movements, including cap on acquisitions; and commitment and obligation not to exceed the threshold of 30% of the share capital.

Next, mechanisms governing transfer of shares, as well as a new framework for the right to prior negotiation for Eurazeo, enabling the company to be the priority buyer in the event of a disposal. This agreement reflects the renewed will of the David-Weill family to maintain its long-term share in the company. The Guyot and Richardson families, who are legacy shareholders, their terms have been renewed without any change. Finally, to conclude, the committee examined and adopted a new investment program on the fund called Lightquest, which is a secondary fund in our buyout portfolio. As you know, these measures that you are called upon to approve each year enable us to closely align the interest of the corporate officers with those of the investors in the funds.

This program represents modest commitment for each member of the supervised management board, EUR 66,000 in total. Thank you

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

[Foreign language]

Speaker 12

Well, thank you for this very detailed report, which really shows the commitment of the members of the committee here at the Supervisory Board. As you can see, I'm sure, they have all been able to work in depth on the issue of the governance of the company and be very transparent for the benefit of you, our shareholders. As you have said, I will discuss Mr. Jean-Pierre Richardson and what he has done for us. As he leaves the Board at his request, it is not just an event, it is the end of a commitment, a decades-long commitment to Eurazeo and its growth.

Over the years, Jean-Pierre, you have supported changes in the group with great ability, as Mr. Schoen has just said, insofar as you combined experience and consistency and this understanding of time when time has seemed to run much faster. Your industrial and financial expertise has been a great asset for the group. It is 40 years of our history that is coming to a pause, a turning point, not so much an end. I know, Jean-Pierre, how moved you must be today. Today is also a time for continuity. The board pays tribute to your commitment, to the commitment of your family through your investment and your support to the future of Eurazeo. Continuity also because your daughter, Flavie Richardson, will be joining us subject to the confirmation of the AGM. She would join as a non-voting member.

Dear Jean-Pierre, the supervisory board and all our staff, we should like to thank you for your involvement, your charisma, your benevolent contribution to Eurazeo and our history. We are delighted to see that this is not an end, but the beginning of a new phase in our shared history. Thank you so very much, Jean-Pierre. I'm sure we can give him a big hand. He and his family, I believe, embody consistent hard work, sticking by us even when the times can be bad in our professional or private lives. We must, of course, move on, and I will give the floor to Ms. Sarah Kressman-Floquet, a partner at PwC Audit, to report on the statutory auditor's work for 2025.

Sarah Kressmann-Floquet
Partner, PwC Audit

[Foreign language]

Speaker 12

Ladies and gentlemen, good morning.

The statutory auditors issued 5 reports to be found in the universal registration document that was filed with the Financial Markets Authority. Three reports cover the ordinary shareholders' meeting, and two under the extraordinary meeting. The first two relate to the yearly annual financial statements and the consolidated statements. They are to be found on pages 349 and 307. The board closed the accounts, annual and consolidated under the French GAAP and IFRS respectively. We can certify that these accounts are regular and sincere and give a honest image of the financial year and the financial situation and the assets of the company and the group.

Under the Commercial Code's obligations, we, in our report, give you an overview of the highlights of our audit and the responses we got during the course of the audit. This is to be found in detail in our reports. These key features of our audit have been discussed in detail with the senior management and with the audit committee. Our annual report, annual accounts report, include an observation on the annex to the annual accounts in line with the methodological changes under ANC Regulation 2022-06. Third report concerns the related party agreements and is to be found on page 400.

For each of these conventions, we describe the related party agreement, the relevance of the agreement for the company, the financial conditions, terms and conditions, and the persons, natural or legal, involved in the agreement. In the first part, we review the agreements authorized with prior authorization from the supervisory board that were signed over the course of the year. This year, there are two new agreements. In sum, they relate to the Lightquest co-investment program adopted at the supervisory board of the 19th of June, and also the Eurazeo David-Weill 2026 pact adopted on the 10th of March 2026.

In the second half, we review previously approved agreements that were still being performed over the last financial year, and then the agreements that were approved at the AGM of the seventh of May last. As concerns the reports under the extraordinary general meeting, we have no comments on the management board's report. The final conditions in which the emission of shares might be issued, we have no comment to make. As concerns the removal of the preferential rights . Should this be acted upon, we will produce an additional report. Thank you very much.

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

[Foreign language]

Speaker 12

Thank you, madam, for this detailed presentation. Let me now give the floor to Mr. Kunde, who will tell you more about the resolutions.

Gabriel Kunde
Group General Secretary, Eurazeo

[Foreign language]

Speaker 12

Thank you. We have 28 resolutions under the ordinary and extraordinary AGMs, and you will find them under pages 370 and following. One-three , the individual and consolidated accounts. Two, appropriation of dividend, as you can see on the screen. This year, we suggest an ordinary dividend of EUR 2.92 per share. That is a 10% increase, plus an increased dividend. A bonus for 10%, that is EUR 3.21, and that will be paid to ordinary shareholders who have held them as registered shares in the 31st of December 2023.

The maximum payment would be EUR 0.5% of the equity. Payment will be made on the 20th of May. Fourth resolution, related party agreements, as mentioned by the statutory auditors. A co-investment program was authorized, the so-called Lightquest program, and we are looking at the contractual documentation here. Resolution five, related party agreements between Eurazeo and the David-Weill family. This was signed on the 11th of March 2026 for four years, running from 6th April 2026, and replaces the David-Weill 2022 pact that had run out. In the sixth resolution, we suggest you reappoint as member of the supervisory board Madame Mathilde Lemoine for four years. In resolution seven, same for Mr. Serge Schoen.

Eighth resolution, we suggest you appoint Mr. Flavie Richardson as a non-voting member, seeing as Mr. Jean-Pierre Richardson has not requested his term be renewed. Resolutions nine and 10, we will review the compensation policy for supervisory board members and executive board members, as presented by Mr. Schoen. Resolution 11- 16, approval of compensation paid out or allocated to Mr. Jean-Charles Decaux, chairman of the supervisory board, Mr. Bavière, William Kadouch-Chassaing , and Sophie Flak, members of the executive board, and Mr. Olivier Millet, member of the executive board until the 17th of March 2025. Resolution 17, a program for a share buyback, maximum 10%, as you can see. Resolution 18, KPMG S.A. to replace PwC Audit, whose term of office runs out at this AGM.

KPMG would be appointed for six fiscal years. That is, up until the accounts for 2032. We also suggest you renew for 26 years the, 26 months, sorry, the financial delegations, from 2024 and 2025. You will see them up on the screen. First of all, increase in capital with capitalizing reserves. Issuance of securities, and you can read them. All within the 10% limit. These resolutions do not show any change compared to the previous years, up until resolution 24. The maximum issue is EUR 105 million. That is 49.77% of the equity, plus a cap of EUR 21 million, that is 10%, for a share increase without preferential rights. These can only be used for public issuance. Resolution 25.

Issuance of shares for the employee savings plan. Under resolution 27, we suggest you amend article 23 of the bylaws in accordance with the legislation, the new legislation, as concerns the registration date, 5 days before the assembly. Resolution 28, formalities.

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

Thank you. Thank you, Gabriel. Ladies and gentlemen, we now come to the question and answer sessions as usual. There are people in the room with microphones so that we can hear you. Can I say that we received 1 written question from Beverton Partners, a holder of 3,000 shares. Let me read it out and Mr. Kadouch-Chassaing can answer. Question, we consider that management would increase assets if asset managements were completely separated from the balance sheet.

Divestment or spin-off might represent EUR 38 per share with a 13x FRE multiple. Moreover, a separate holding company could be worth more than 52% per euro including with a 50% discount. Why is this not being considered as a priority for the board?

William Kadouch
Co-CEO, Eurazeo

[Foreign Language]

Speaker 12

Thank you, Chair. Thank you for asking this question. First of all, we fully share the conclusion that the intrinsic value of the company, with all its constituent parts, is not reflected in the current share price. Without going into the detail of the valuations supplied by the investor, we feel that the enterprise value is of course very much higher than the current share price. We've given some explanations. The idiosyncratic factor, the sequential performance of our balance sheet, which reflects our sector, and also the fact that our business model is a model undergoing transformation.

The persistent discount that has grown since April 2025 and has led both the supervisory board and the management board together to regularly consider what could provide drivers to reveal the value, and as you've said in your question, to accelerate the recognition of the two components, asset management on the one hand, and the portfolio on the balance sheet on the other hand. Among the possible solutions, the possible drivers, there is indeed the separate listing of both of these activities, businesses.

This is 1 of the options that we have indeed been considering, but we would recall what has been said on several occasions by myself, Christophe, and the chair, which is that we are in the process of transforming our business model, and that this has not yet reached maturity that would enable us to have the best possible multiple. We will continue to work on this in order to determine whether it will be appropriate to implement this in future.

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

Thank you, William, for that very full answer. We can now hand over to the room for questions. Sir, go ahead, please.

Claude Terosier
Founder and CEO, Magic Makers

Claude Terosier. On two issues. One, on the cyber crime attempts against Eurazeo. Number two, the absence of any hard copied document. No registration document, no convenient notice in English, French, or in Volapük.

The opening of Eurazeo's institutional's website highlights in red, "attempted hacking with usurpation of identity. These fraudulent practices, with an incentive for people to invest in a fictitious asset," end of quote. Last year, when we asked the same question, you suggested I consult the websites of your competitors, which is what I did yesterday. I went onto the website of JCDecaux Capital, which is an asset management company which tried to take over Eurazeo eight years ago. I clicked onto it, and I got the same warning. Once then I connected to the Amundi website, where there was no warning. This fund manager manages EUR 2,400 billion assets and seems to be able to avoid any malicious cyber incursions.

My question is, what share of your consolidated revenue do you devote to the inherent technological and data risks? Number two, can AI help you counter potential cyberattacks? My second theme is one that I raised last year. When we came into the building, there were no brochures, no convening notices, no registration documents. Yesterday at Eurazeo's general meeting, we had convening brochures, registration documents, shareholder booklets in French and English. Between a plethora of documents and zero documentation, I believe there is a happy medium, which is a little more appealing than just flashing a QR code.

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

Thank you for your question in several points, and we will give you some precise answers.

I'll ask Sophie Flak to answer on cyberattacks and cybersecurity. Also, I'll ask Sophie to talk about our heightened attention on hard copy documents, which she referred to in her report, and also on matters arising from regulatory issues that you were referring to quite rightly. Regarding potential cyberattacks, I will ask Gabriel Kunde, the company secretary, to give as precise an answer as possible. Sophie, over to you.

Sophie Flak
Member of the Executive Board and Managing Partner for Sustainability and Impact, Eurazeo

Sir, thank you for asking those questions, and thank you for going on to our competitors' websites. When you work in the financial sector, the positioning does indeed attract potential cyberattackers, hackers. As I said, AI increases the efficiency of these hackers. The message you see on the website is a warning message to encourage all our clients to be prudent.

It does not suggest that there has been a successful attack. We, over the past 12 months, have been able to counter over 5,000 hacking attacks. We have very efficient systems. We use the Elevate portfolio systems. What we do see is an increase in the number of attacks, and we wish to encourage everyone to be very prudent. You're quite right to emphasize that artificial intelligence will, of course, strengthen, heighten the performance of cyber attackers, but it will also improve the quality of our defenses. We have 7/7 surveillance 360 days a year. All of our entry channels, we also monitor the dark web in order to ensure that we are not suffering from any data leaks.

All this is covered by our governance at top level and as part of the work of the supervisory board where we present all of our security, cybersecurity setup, which is signed off on by our audit committee. Rest assured, we're doing everything that is required. Your second question, and this was recalled by Gabriel Kunde.

Gabriel Kunde
Group General Secretary, Eurazeo

We have decided to provide all our shareholders with digital documents. I would also recall that on request, all you have to do is request hard copy documentation. We're more than happy to provide that, and the hostess team will take your details so that this can be done.

I would Regarding attempted fraud and identity usurping, we're not the only ones, and these attempts, three actions have been conducted. Permanent dialogue versus each attack in conjunction with the AMF, Autorité des marchés financiers, in order to counter these attempts. Second, lodging a complaint with the courts in Paris on behalf of Christophe Bavière, who was the victim of this. Also we inform our clients and all those who browse our website. As Sophie was saying, we have indeed suffered attempts, cyberattack attempts, but none of these attempts have given rise to an established fraud. We remain extremely vigilant.

Speaker 11

Sir. Thank you. Good morning. I'm an individual shareholder. I'm very proud of this prestigious brand, Eurazeo. First of all, congratulations for your very significant transparency on many years.

Your record fundraising up 28%. I do have three questions to better understand how you work. One, why and how you adjust the value? Could you be more specific with some examples of losses so that we can understand what happened and what you would no longer do in order to avoid repeating the same mistakes? Number two, the date of going back to a positive operating income. When do you expect the end of the value adjustments to go back into the black with a positive to have a positive return, which is the key point, reflecting the precept of Warren Buffett, my mentor. When you look at a company, what are the first three points of your checklist to decide whether it's good or not? Thank you.

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

First of all, I think we can share the same mentor.

Thank you for your questions, for showing interest in our company, and these three questions cover the major areas of value, present and future value for our group. I will ask William and Christophe, members of the management board, to answer the three points, which are very clear on the concern that you are expressing, value creation, return to positive operational income, and lastly, the three criteria for investment at Eurazeo.

William Kadouch
Co-CEO, Eurazeo

On the third question, if I may, Chair, I would like to take the opportunity of having with us the heads of investment in the room. I would suggest that Pierre Meignen, the head of Elevate, which is the head of buy-in, and Eric Gallerne on debt products. While I answer the two previous questions, they can get ready to answer your question.

Regarding value adjustments, in the past two years, as shown on the chart, we've had EUR 1.4 billion gross of write-offs, depreciation, focusing on mid-large buyout, 10% on minority interests, five in particular were affected, two or three assets such as real estate. On a portfolio of stakes, which accounts for 0.5% and 70 entries, in total it's 600 entries, it's very focused. What this tells you is that part of the work has been done on companies that at one time or another have been lower. What are we referring to? We're referring to the underperformance, operating underperformance. You have two companies that were brought back to zero, I stand to be corrected by Monsieur de Margerie if necessary, WorldStrides and Sommet.

Both of these companies are excellent companies, but they are in hotel staff training and student travel, and they never really truly recovered from COVID, and investment was made in the years before COVID. Despite all the efforts to turn them around, they were still not able to come back to profitability and to cover their costs. You have a more recent case which is linked to what's happening on AI. Now, you know, we could not forecast this. This was mentioned during the conference I was referring to by Laura Fadel, which is a very good company in digital marketing, but which we had to enter a EUR 0 value in our books.

We think that it's being disrupted by AI in terms of the functioning of its business model. You have a few instances that were more impacted by other factors. We reviewed, for example, Younited Credit for EUR 200 million-300 million because there was an interest rate trend which made the business model for a digital operator and consumer credit less profitable. These companies may retrieve, regain value over time, but we feel that they will never go back to their initial value. If you add them up, there are some that are between EUR 250 million and EUR 350 million, and that's how you quickly come at EUR 1.4 billion.

The second point is that what we think is that this treatment of disrupted portfolio assets has been widely completed, and we feel that we are very prudent in the application of methods and multiples. We have positive results. The chair recalled it earlier and as indeed did Christophe on our underlying products. In 2025, the EBITDA growth of companies from those companies bought out was in excess of 12%. This is a dynamic figure. In 2024 it stood at +14%. I'm not gonna predict what we'll have this year, but growth in revenue remains quite as strong, and this includes. It's a positive trend. The caveat is that we are in the world that has been described by the chair.

In other words, none of us can forecast the duration and the impact of the Middle East crisis. Disruption arising from new technologies is going to, however, continue. Fundamentally, you have a healthy portfolio represented by growth companies. What had to be dealt with has been dealt with. Under normal conditions, it should resume value creation, including for the accounting aspect.

Eric Gallerne
Managing Partner of Private Debt, Eurazeo

[Foreign labguage]

Speaker 12

If I understand the question, the question is, what are the three criteria we look at to shortlist a company or decide to invest? Of course, it depends. As concerns a buyout in mid-cap, what we look at is, of course, growth. Growth, that's organic growth, very important indeed. A company which grows, in fact, gives us hope to get return, but regardless of what the multiples do.

Even if they do, if they drop by 20%, we can stay in an extra year to increase our return. For instance, the organic growth of the ROA is 50% of the value. Second criterion, resilient companies, so with recurring income. If you have recurring income, such as Eurazeo in asset management, with that you get stable results over time with growth and a prospering business, disconnected, if at all possible, from the economic cycles, and that is important. When you do buyout with leverage, you need to have a stable income over time, therefore recurring income. Thirdly, for us, what we also feel is vital is profitable companies. Growth and profitability can go together.

In buyout operations, having a profitable business means that you can have proper valuation and a significant return expected at the end with very limited standard variations. For instance, the 2x-4 x return on investment. We have very often more than 25% of IRR. All of this is related to our strict criteria and our increasingly stringent criteria. Thank you. Thank you. Thank you for your question. From the private debt point of view, there are three things. First of all, the state of the market. Basically validating the positioning of the company on the market and the market drivers of the market, both domestically and internationally. Second element, the financial performance. That is key too.

It is essential for us to check that there is historic performance that is sustainable and fairly predictable. Lastly, maybe not the least important, but third element we look at is management, and that too is a key feature in the creation of growth of a company. We have to

Confirm that there's a long, long history of involvement of the management through incentives, for instance, to support long-term and growth. To add maybe to all of this, what you have to understand is that at Eurazeo, the heart of our business is not so much identification, but really, the work we do is all about the period of time during which we finance these companies. We do a number of things. We help the businesses to consolidate their industry. For instance, we help the French champion to consolidate on the European market. Meaning that when we divest, we sell off the European leader by that time. We help these companies develop internationally. I mean, we have offices in China, not so much to externalize or outsource production in China.

No, of course not. It's to increase the sale of French and European products in China. Second, internationalization. Thirdly, as you know, we are leaders in supporting AI. We believe in French AI. We invest in SMEs nowadays, and they know that they require assistance and innovation, which is the key to the future. As Sophie was saying also, we help our companies better adjust and adapt to climate change. Indeed, if we help them understand and adapt to this, it's of course in line with our values. It's important, but it also means we can sell them off for more. Yes, we are identifying the right kind of businesses, but we are helping them to speed up so much faster than their competitors.

It is in this during that period of assistance, of support, of financing that the work is done mainly. I'm sure you've understood that by investing in Eurazeo, you are contributing to financial sovereignty. I am not jesting when I say this. It is, of course a private company, 100% private company, but we are helping bring about French and European champions, those that were, well, looked down upon by the European political and governing classes, who were quite opposed to the risk of concentration and the threats to competition. The world has changed. It's high time we realized that. We have the U.S. and China against us and maybe Europe against them if we do it right and focus on tomorrow's technologies, if we and similar companies do this.

Of course, we have to bring about performance for the benefit of our competitors, but we have to be very lucid, very realistic when we realize that there are very valuable and interesting companies that just don't have the right kind of financial backing yet, as Christophe and others were saying. I mean, nowadays, companies are global from day one. It used to be that you could work in one or two countries to start with, now you have to be global from the start. In private equity, in debt-related business, that is something that people have to understand, and that's what makes us different.

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

I believe there'll be more questions. I can see a two questions, one here, one down there. Of course, we're very mindful of what's being said at the back of the room.

Can't hear you, but we all hear you. Microphone four.

Jean Dare
Shareholder, Private Investor

Jean Dare, a private investor. On Resolution two and the dividend, the dividend is much bigger than the net result for last year with EUR 45 million today. We're paying out EUR 204 million dividends with the allocation and bringing forward. Why is your policy to increase necessarily dividend? Second question on Resolution eight. Mrs. Richardson, as a non-voting member, I'm not sure if I read this, but is this something that comes out of the Richardson Pact? Do you have to have, under that compact, someone of the Richardson family as a non-voting member? Then on the David-Weill compact, there's a new priority negotiation, right? Is this something you're going to want to include in other shareholder packs?

Have you already tried it out, and has it already been turned down, I mean. Share buyback, there's this 10% limit every 24 months. You already have a large share of equity stock, are you going to try and go beyond that 10% per 24 months limit? As for the appointments to the supervisory board for 2027, 2031, is this something fairly standard or is it a bit exceptional? Will there be questions or is it an issue to try and give a new boost to the management board?

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

Okay, thank you. five questions. Maybe William can take the first one on dividend. Maybe Gabriel on the Richardson and David-Weill compact, and maybe on share buyback.

On the assessment of the supervisory board in the usual regular makeup, Gabriel can try and address that one.

William Kadouch
Co-CEO, Eurazeo

Yes. Thank you. I'll try and combine dividend and share buyback in my answer. We have to bear in mind the yearly cash flow generation in a program that fits in with the overall strategy of downsizing the balance sheet as we divest, and to give a significant share of it over to our shareholders, what with share buyback and dividend payouts. If you look at the accounts, you see that we give back to our shareholders what we produce in the year. EUR 1.5 billion this year, which is divestment plus cash flow.

In many instances, as I said, out of EUR 1.5 billion, EUR 700 million have gone back into the funds, EUR 100 million to reduce the debt, and then a dividend and share buyback for the outstanding amount. That's how we look at it. You will have noticed also that a bit of asset management is at EUR 206 million. We try and ensure consistency with this, a bit does so that CFFO in due course becomes self-sustaining for the payout. As concerns share buyback, we are applying the fairly stringent statutory rules.

They're quite complexed insofar as it combines the number of shares we can hold at any given time, the number of shares we can buy in any given time, the number of shares we can cancel in a given year, hence the 4% limit for 2026. We've said that we'd be at 25 over four years. With what we've done, there'll be another 9% for 2027, and we'll have a bit more wiggle room then to act on the amount of shares we can buy. Gabriel, on the impacts, Resolution eight and Mrs. Richardson.

Gabriel Kunde
Group General Secretary, Eurazeo

No, there's no direct link between this and the Richardson pact. It's a choice made by the supervisory board, very excited choice being made that we want to have members of the family on board.

It's an issue of trust and loyalty. They have been shareholders for, and investors for the last 45 years. Mr. Richardson has been on the board for 30-odd years. They've increased their shareholdings recently, which clearly illustrates the trust and loyalty. They have chosen to go on investing, and they've renewed the compact, the family compact. It's just a renewal of this trust, not related to legal obligations. As concerns the usual right of first refusal, sorry. This is fairly standard. It enables us to look at protecting the company should there. We have looked at the right of priority negotiation, which is exactly the same that you find in the pact with JCDecaux Holding. A usual right, really.

As concerns the appointment of the members of the supervisory board, you remember that as 10% of companies, we have supervisory board and management board. When you have a management board, you have a time limit, in this case, four years. The term of office runs out in 2027. It therefore makes sense, perfect sense for the appointments to the nominations committee, sorry, to look at goals, objectives for the upcoming period. It's fairly cumbersome, but very open. It will be included in next year's universal registration document. It's pretty standard and very transparent.

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

Thank you. We're running out of time, but there was a question over there. Yes, sir. Thank you.

Speaker 11

Thank you, Mr. Chairman. Private investor. I have a registration card 1026.

On the private debt economic model, I understand that in banks you have deposits, and you use that to give out loans and calculate your interest rate. I understand that for you there's no deposit, there's the cashflow in the balance sheet. What is for you similar to what the interest margin or the return on capital employed?

Christophe Bavière
Co-CEO, Eurazeo

Well, that's an excellent point. Thank you. As you say, banks are the main lenders to companies, but for very specific cases of private equity and private debt, what you see is that funds finance these companies more than banks. Eric Gallerne and his team finance companies. We raise funds and we have investors. I mean, it's not Eurazeo's money that's being invested, it's the money of insurance companies, pension funds, investment funds.

As I said, we're currently raising Private Debt VII. We use that money, then once the debt is re-paid back, we give the money back to the investors. It's a different way of doing things. Our debt today really matches Eurazeo's strategy. Again, our strategy is to help midsize companies, SMEs, and help them become lead, global leaders. We're mainly looking at consolidation, as I said, and the debt we incur helps companies we support buy out one, two, three competitors and become leaders in their market. It's acquisition debt that isn't really supported by banks, but more private debt funds. A bit like private equity operates through funds, well, private debt operates through funds too.

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

Question over there, sir.

Speaker 11

I was most interested in reading the letters you set out, sent out, on this yearning for a Europeanization. Could you maybe tell us what you make of the changes that one of your colleagues listed on the Paris Stock Exchange has undertaken and looking at buying out large alternative managers in the U.S. and in Europe? Two years ago, for instance, they bought a very large European asset manager, and this year a very large European one. That has completely changed the group and Europeanized the group. Is that something that you might draw inspiration from? Is that interesting for you? Well, maybe the chairman of the co-chairman of the management board can answer.

William Kadouch
Co-CEO, Eurazeo

I suppose that you're mentioning Wendel, which is an investment holding.

They are a remaining investment holding, not an asset manager, and they are deploying some of their assets from listed investments, for instance, Bureau Veritas, to do private credit in the U.S., Monroe, and the business in the E.U. that you mentioned. Eurazeo is different in so far as it already is a multi-business asset management with debt buyout infrastructure in an integrated model. Roughly speaking, we've got some EUR 40 billion out of assets under management, so something similar. We have a very strongly integrated system with IT, front office, back office managed jointly and all these things that Christophe was mentioning about going global. Our colleagues from buyout growth equity, they're all here today, and that wouldn't be the case if we had scattered assets. Is that a example for us? A model?

The answer is no. Our business model is already beyond that stage. We already have a number of business lines. Does it make sense for Wendel? Well, you'll have to look at it and they do seem to hold very handsome assets and teams nowadays. The real issue, I suppose, is could we do M&A to grow? As the chairman and ourselves said last year, it isn't a taboo. We mentioned this when we looked at the potential growth drivers to speed up our change to scale. Acquisitions may be involved. We have a limit. Our limit today is our restriction on responsibility. We do not want to dilute our shareholders given the price it is today. We wouldn't have dilution at this price of EUR 49.

Wendel's multi-boutique model is Wendel's model. Our model works, integrated approach. When we were mentioning Eurazeo Private V was initially OFI Private Equity and has joined, and a number of people here today joined from Idinvest a couple of years ago, and I can tell you that integration works. Nowadays, we all each of us defends a single Eurazeo brand, and our resources are shared. We all have the same resources, helping our teams to adapt and adjust to climate change. It doesn't matter whether you're talking about a startup, a big-up, a SME or whatever, those teams are available to all these companies. We really feel at Eurazeo that the key difference for a, an investment fund is the kind of support you can extend to investors.

That is always the question that we are being asked, and we, with William, are convinced that we have to invest increasingly in those tools that support companies. By pooling these resources, we feel it's more effective than multi-boutique office. Our Chinese offices were initially thought of to support the more mature companies, but now they're helping all those companies supported by Eurazeo. When you look at the best, the leaders on the market nowadays, it often is a competition of these platforms compared to multi-boutique approach. Europe has more of a fragmented approach, it's more difficult to scale up. I do feel that we're at a turning point where our Eurazeo model has been very encouraging. Of course, we still have to improve, we are improving.

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

Question. One last question in the back of the room.

Speaker 11

Thank you. I have several questions. Private equity companies suffered in the stock market, multi-factor reasons. The bankruptcy of First Brands. Can Eurazeo has a presence in the U.S.A. Can you give us some indications on what is going on there in private lending or private equity? Second, has Atis a risk on refinancing in a high interest rate environment further to persistent inflation during, due to the global energy crisis? My last question concerns stock market IPOs. Do you intend to introduce some of your portfolio companies?

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

Christophe will take the first question. William, the second.

Christophe Bavière
Co-CEO, Eurazeo

Well, presence in the U.S., we're only in Europe in private debt. We're very much Euroland geared . The U.K. funds exist. We're very strong on the rest of Europe. Private debt, we only have our business called Eurazeo Capital that has 25% of its assets in the U.S. Across a group level, this is relatively minor, but we have a lot of our companies, a lot of our companies are seeking to export to the U.S. The economic slowdown in America is affecting everyone. Clearly this is no longer a major area of growth and for Eurazeo, we have limited exposure. Regarding the cost of financing, our policy is relatively prudent compared to our peers in terms of drivers or leverage, in particular in our buyout funds.

William Kadouch
Co-CEO, Eurazeo

We have a systematic policy whereby we hedge, in other words, on the contractual maturity of the funding that is set up. We are relatively not really sensitive to interest rate shifts, and we've seen examples with interest rate hikes. We have a 70% hedge ratio, whereas on our buyouts we're even higher. On real estate, for example, almost 90%. Debt itself is fairly immune to interest rate fluctuations because it's floating rate debt. The return for the end investor is not really directly impacted by value shifts arising from interest rate fluctuations over time. Regarding IPOs, our model is that we want to be the leader, the leading platform in Europe. We're already very European. France accounts for no more than 30%, and we want to be the market leader in mid-caps.

Christophe Bavière
Co-CEO, Eurazeo

We're positioning on innovative companies, high-growth companies that all the exit will be done over the counter between companies or sometimes between funds. There are some examples, unicorns, for example, in our exposure, and there are two in particular where we have exposure. These are excellent companies. One is Doctolib, and the other one is a Back Market worth several billion EUR. The best choice may in future indeed be a stock market listing. We're talking about a horizon of no longer than no earlier than 27 or 28, given their maturity in terms of development and the state of the market.

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

Thank you, shareholders, for those questions reflecting your interesting interest in our group. I'll now call on Gabriel Kunde to move on to the vote on the resolutions.

Gabriel Kunde
Group General Secretary, Eurazeo

Thank you, Chair.

Before we move onto the last stage, the final quorum is 69.72%. I'll show you the video explaining how to use the voting tablet. Shareholders, the tablet that was given to you when you signed on the attendance list is strictly personal. The number of voting rights that you have or are represented has been loaded onto the tablet, and all you have to do is press the green, yellow, or red button. The green button means a vote in favor, the yellow button means you abstain, and the red button is a vote against. After reading each of the resolutions, you will immediately be able to vote.

We will start off by saying, "Voting begins," and you will see a rectangle on the screen which shows the countdown, which is the number of seconds that you have to vote. When the countdown is over, the announcement will be that voting ends. You will no longer be able to vote. Display of results will be on the screen, displayed a few seconds after the end of the vote. Also please switch off your mobile phones throughout the vote. Please hand back the tablets when you leave the room. Thank you. Please take your voting tablets. Resolution number one, approval of the company financial statements for the year ended December 31st, 2025. Voting begins. Voting ends. Resolution adopted. Resolution number two, allocation of net income and dividend distribution. Voting begins. Voting ends. Resolution adopted.

Resolution number three, approval of the consolidated financial statements for the year ended December 31st, 2025. Voting begins. Voting ends. Resolution adopted. Resolution number four, approval of agreements and commitments governed by Article of the Commercial Code . Voting opens. Voting ends. Resolution adopted. Resolution number five, approval of an agreement governed by the French commercial code between the company and some company shareholders, including David-Weill. Please vote. Voting complete. Resolution adopted. Resolution number six, renewal of the term of office of Mathilde Lemoine as a member of the supervisory board. Please vote. Voting complete. Resolution adopted. Resolution number eight, appointment of Flavie Richardson as a non-voting member. Please vote. Voting complete. Resolution adopted. Resolution number nine, approval of the 2026 compensation policy for members of the supervisory board. Please vote. Voting complete. Resolution adopted.

Resolution number 10, approval of the 2026 compensation for the executive board members. Please vote. Voting complete. Resolution adopted. Resolution number 11, approval of information relating to corporate officer compensation, as presented in the corporate governance report. Please vote. Voting complete. Resolution adopted. Approval of compensation and benefits paid or awarded in respect of 2025 to Mr. Jean-Charles Decaux, chairman of the supervisory board. Please vote. Voting complete. Resolution adopted. Resolution number 13, approval of compensation and benefits paid in respect of 2025 to Mr. William Kadouch-Chassaing, member of the executive board. Please vote. Voting complete. Resolution adopted. Resolution number 14, approval of compensation and benefits paid or awarded in respect of 2025 to Mr. Christophe Bavière, member of the executive board. Please vote. Voting complete. Resolution adopted.

Resolution 15, approval of compensation and benefits paid or awarded in respect of fiscal year 2025 to Sophie Flak, member of the executive board. Voting complete. Approved. 16, approval of compensation and benefits paid and awarded in respect of FY 2025 to Olivier Millet, member of the executive board under March 17, 2025. Voting complete. Approved. 17, authorization of share buyback program by the company for its own shares. Please vote. Voting complete. Approved. 18, appointment of KPMG SAS principal statutory auditor. Please vote. Voting complete. Approved. 19, delegation of authority to the executive board to increase share capital by capitalizing reserve profits or shares major contribution premiums. Please vote. Voting complete. Approved. 20, delegation of authority to the executive board to issue shares and/or securities granting access immediately or in the future share capital with the potential of preferential subscription rights . Open.

Voting complete. Approved. 21, delegation of authority to the executive board to issue shares and/or securities granting access immediately or in the future to share capital with cancellation of preferential subscription right. Please vote. Voting complete. Approved. 22, delegation of authority to the executive board to issue shares and/or securities granting access immediately or in the future to share capital with cancellation of preferential subscription right by way of public offering. Please vote. Complete. Approved. 23, authorization granted to the executive board to increase the number of shares, securities or other instruments to be issued in the event of oversubscriptions. Please vote. Voting complete. Approved. 24, delegation of powers to the executive board to issue shares and/or security granting access immediately or in the future to share capital with cancellation of preferential subscription right in contribution for contributions in kind. Please vote. Voting complete. Approved.

25, delegation of authority to the executive board to issue ordinary shares and/or securities granting access to share capital reserved for members of a company savings plan. Please vote. Voting complete. Approved. 26, overall ceiling of the amount of shares and securities issued under resolution 20th to 24th. Please vote. Voting complete. Approved. 27, amendment of article 23 of the bylaws relating to the modernization of the way commercial companies communicate with their shareholders. Please vote. Voting complete. Approved. Final resolution, powers to carry out formalities. Please vote. Voting complete. Approved. Thank you very much.

Jean-Charles Decaux
Chairman of the Supervisory Board, Eurazeo

Thank you, Gabriel. Ladies and gentlemen, dear shareholders, we have come to the end of this assembly. On behalf of the supervisory board, the executive board, and all our staff, I'd like to thank you for your trust, loyalty, attendance, and your questions. See you again next year. Thank you and goodbye.

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