Tikehau Capital : Universal Registration Document 2020 (including the annual financial report)

2020

UNIVERSAL REGISTRATION DOCUMENT

including the annual financial report

Table of contents

Important information		2
A message from the Manager		3
Business model		4
Key figures		6
1. PRESENTATION OF THE GROUP
AND ITS ACTIVITIES		9
1.1	General overview of Tikehau Capital	10
1.2	Strategy and competitive advantages	14
1.3	Presentation of Tikehau	Capital's activities	26
1.4	Tikehau Capital and its	market	81
1.5	Regulatory environment		87
2. RISK FACTORS		93
2.1	Risk factors		94
2.2	Insurance		114
2.3	Risk management and internal control system	115
2.4	Legal and arbitration proceedings	131
3. CORPORATE GOVERNANCE	133
3.1	Administrative and management bodies	134
3.2	General Meetings of the Shareholders	153
3.3	Remuneration, allowances and benefits	154

3.4 Preparation and organisation of the work of the

Supervisory Board	167
3.5 Related party transactions	181
4. SUSTAINABLE DEVELOPMENT	185

4.1 Context of the sustainable development

	approach	186
4.2	Approach to responsible investing	191
4.3	CSR strategy	206

4.4 Concordance table - Articles L.225-102-1 and

L.22-10-36 of the French Commercial Code 218

4.5 Concordance table - Regulation (EU)

2019/2088	220
4.6 External auditor's report	221

5. COMMENTS ON THE ACTIVITIES,
RESULTS AND FINANCIAL POSITION	223
5.1 General overview of activities, results
and financial position for the year 2020	224

5.2 Comments on the consolidated financial

	statements for the 2020 financial year	235
5.3	Annual results of the Company	242
5.4	Significant events since 31 December 2020	245

6.	ANNUAL CONSOLIDATED FINANCIAL
	STATEMENTS AS AT 31 DECEMBER 2020	247
	6.1	Annual consolidated financial statements
		as at 31 December 2020	248
	6.2	Report of the Statutory Auditors on the
		consolidated financial statements	292
7.	ANNUAL FINANCIAL STATEMENTS AS AT
	31 DECEMBER 2020	297

7.1 Annual financial statements as at

31 December 2020

298

7.2 Report of the Statutory Auditors on the

	financial statements	326
8. INFORMATION ON OWNERSHIP
STRUCTURE OF THE COMPANY'S SHARES
AND CAPITAL	331
8.1	Information on control and major shareholders	332
8.2	The Tikehau Capital share	338
8.3	Information on the share capital	339
8.4	Distribution policy	353
9. ANNUAL GENERAL MEETING OF THE
SHAREHOLDERS OF 19 MAY 2021	355
9.1	Agenda	356

9.2 Report of the Manager to the Annual Ordinary General Meeting of the Shareholders of 19 May

2021	357
9.3 Report of the Supervisory Board (article
L.226-9 of the French Commercial Code)	361

9.4 Resolutions to be subject to the vote of the Annual Ordinary General Meeting of the

Shareholders to be held on 19 may 2021	362
10. ADDITIONAL INFORMATION	367
10.1 Basic information about the Company	368

10.2 Main provisions of the Company's Articles of

Association

369

10.3 Person responsible for the Universal

	Registration Document	372
10.4	Statutory Auditors	373
10.5	Financial communication	375
10.6	Documents available to the public	376
10.7	Glossary	377
10.8	Concordance tables	379

TIKEHAU CAPITAL 2020 UNIVERSAL REGISTRATION DOCUMENT

2020

UNIVERSAL

REGISTRATION

DOCUMENT

Including the annual financial report

The Universal Registration Document was filed on 1 April 2021 with the AMF, as the competent authority under regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of that regulation.

The Universal Registration Document may be used for the purposes of an offer to the public of securities or the admission of securities to trading on a regulated market if it is supplemented by a securities note and, if applicable, a summary and any amendments made to the Universal Registration Document. The whole document thus constituted was approved by the AMF in accordance with regulation (EU) 2017/1129.

The English language version of this document is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate presentation of the original. However, in all matters of interpretation, views or opinion expressed in the original language version of the document in French take precedence over the translation.

TIKEHAU CAPITAL 2020 UNIVERSAL REGISTRATION DOCUMENT 1

IMPORTANT INFORMATION

Defined terms

In this Universal Registration Document, the term "Company" means the company Tikehau Capital SCA, a société en commandite par actions (partnership limited by shares) whose registered office is located at 32, rue de Monceau, 75008 Paris, (France) registered with the Paris Trade and Companies Register under number 477599104. The expressions "Tikehau Capital" and the "Group" mean the Company, its consolidated subsidiaries and branches in their entirety. A glossary of the main defined terms used in this Universal Registration Document can be found in the "Glossary" Section of this Universal Registration Document.

This Universal Registration Document describes Tikehau Capital on the basis of the Group's structure as at the date of this Universal Registration Document.

Accounting and financial information

This Universal Registration Document presents the consolidated financial statements of Tikehau Capital prepared in accordance with IFRS (International Financial Reporting Standards) as adopted by the European Union ("IFRS") for the year ended 31 December 2020. These financial statements can be found in Chapter 6 (Annual consolidated financial statements as at 31 December 2020) of this Universal Registration Document.

Unless otherwise stated, the figures used in this Universal Registration Document are extracted from the consolidated financial statements of the Company.

Some figures (including data expressed in thousands or millions) and percentages presented in this Universal Registration Document have been rounded. If applicable, the totals presented in this Universal Registration Document may differ slightly from what would have been obtained by adding the exact (not rounded) values of these figures.

Forward-looking information

This Universal Registration Document contains statements on the outlook and development areas of Tikehau Capital. These statements are sometimes identified by the use of the future or conditional tense and words with prospective connotations such as "consider", "envisage", "think", "target", "expect", "intend", "should", "aim", "estimate", "believe", "hope", "could" or, where appropriate, the negative form of these terms, or any other variants or similar terms. This information does not constitute historical data and must not be interpreted as a guarantee that the facts and data mentioned will actually occur. This information is based on data, assumptions and estimates considered reasonable by the Company. They may change or be modified due to uncertainties related in particular to the economic, financial, competitive and regulatory environment. This information is mentioned in various Sections of this Universal Registration Document and contains data relating to Tikehau Capital's intentions, estimates and targets concerning the

market, strategy, growth, results, financial position and cash of Tikehau Capital. Forward-looking statements contained in this Universal Registration Document are presented only as at the date of this Universal Registration Document. Barring any applicable legal or regulatory obligation, the Company makes no commitment to publish updates of the forward-looking information contained in this Universal Registration Document to reflect any changes in targets or events, conditions or circumstances on which the forward-looking information contained in this Universal Registration Document is based. Tikehau Capital operates in a competitive and ever-changing environment, so it may not be able to anticipate all risks, uncertainties or other factors that may affect its business, their potential impact on its business or the extent to which a risk or combination of risks might lead to significantly different results from those in any forward-looking information, and it should be noted that such forward-looking statements do not constitute a guarantee of results.

Information about the market and competition

This Universal Registration Document mainly contains information on the business segments in which Tikehau Capital operates and its competitive position. (See Section 1.4 (Tikehau Capital and its market) of this Universal Registration Document). Certain information contained in this Universal Registration Document is information publicly available that the Company believes to be reliable but which has not been verified by an independent expert. The Company cannot guarantee that a third party using different methods to gather, analyse and calculate data on these business segments would get the same results. Given the very rapid changes that characterise Tikehau Capital's business sector, it is possible that these details may be incorrect or no longer up to date. Tikehau Capital's activities could consequently evolve differently from how they are described in this Universal Registration Document. Tikehau Capital makes no commitment to publish updates on this information, except as part of any legislative or regulatory obligation that may apply to it.

The Group and the Group's asset management companies

This Universal Registration Document is under no circumstances a validation and/or updating of the programs of operations of each of the Group's asset management companies.

Risk factors

Investors are urged to consider the risk factors described in Chapter 2 (Risk Factors) of this Universal Registration Document before making any investment decision. Should all or some of those risks actually occur, they would be likely to have a negative effect on Tikehau Capital's business, financial position, financial results or targets.

• TIKEHAU CAPITAL 2020 UNIVERSAL REGISTRATION DOCUMENT

A message from the Manager

A MESSAGE FROM THE MANAGER

MORE THAN JUST LETTERS

Madam, Sir, Dear Shareholders,

The pandemic has struck our economies and our societies. The pandemic has revealed their weaknesses. It has disrupted all international trade and brought to light the fragility of our economic, financial and health systems.

This pandemic has also been a brutal wake-up call. The over-optimised system that has prevailed for several decades faltered as a result of structural fragility when it was confronted with a sudden shutdown of the globalised economy. This does not mean the end of trade. The resilience shown by economic sectors is a clear demonstration of this. The mobilisation of public and private actors, financiers and companies, guided us through the crisis with their respective expertise and new levels of collaboration.

Nevertheless, a clear need has emerged to rethink how trade is structured, integrating the negative externalities it generates. Environmental risks now have a prominent place at the centre of human activities. The ecology-economy opposition that has prevailed over the last few decades has become blurred and the economy can no longer be divorced from the resources that fuel it.

Five years after the Paris Agreement - the concrete results of which are disputed (greenhouse gas emissions were lower in 2015 than they are today) - and less than ten years before it is too late to act and initiate energy transition (according to the IPCC),(1) 2020 is already an inflection point. In any event, it is a turning point in history and in the perception of the environment, which is no longer simply a subject for passionate and committed people, but an essential element for successfully imagining the future and living in it together. The era of the myth of infinite growth is over and selective and sustainable growth is taking its place. It is this growth that we wish to finance.

As asset managers, we are one of the bridges between global savings and local financing needs, between the $80 trillion held by large institutional investors and the $7 trillion needed to achieve the energy transition quickly and efficiently, for example. But beyond the decarbonisation of the economy, other actions contribute to sustainable growth.

ESG (Environment, Social, Governance) criteria are currently the determining factors in any investment to drive sustainable growth, whether on listed or unlisted markets or for shares and bonds. They streamline and organise the process and make it possible to monitor that progress is being made, that investments are bringing about profound changes and that the sustainability of those investments is paying off. ESG criteria are gradually becoming as essential as accounting rules and company valuation methods. But unlike accounting, compliance with each of the ESG criteria does not carry the same meaning from one region to another. More precisely, the relative weight of E, S and G varies by region, which directly impacts the selection of investments.

While E has a predominant weight in Europe, S is the guiding compass in North America and Asia has a more balanced approach to the three criteria. For many years, Europe has been developing numerous regulatory frameworks to protect the environment. In the United States, the weight of history and legal discrimination makes diversity the guiding principle for progress. These regional differences in perception give a competitive advantage to any actor with local roots and a more direct understanding and grasp of the changing expectations of all stakeholders concerning the various dimensions of ESG, based on the region to which it relates.

Having a global vision with local roots is, and has always been, Tikehau Capital's development model. This development model has, over the last 16 years and more particularly in 2020, a unique year largely marked by the Covid-19 crisis, proved its relevance. It has enabled the Group to demonstrate its ability to continue to grow its business at a steady pace while significantly improving its profitability and maintaining prudence and discipline in the deployment of its funds and investment of its balance sheet. In the context of the paradigm shift towards sustainable growth that began in earnest in 2020, it allows us to chart the continuation of an adventure, which we continue to hope is aligned with your interests and those of all of our stakeholders, be they companies or investors.

Antoine Flamarion & Mathieu Chabran,

Co-founders of Tikehau Capital,

Representatives of the Manager

(1) Intergovernmental Panel on Climate Change.

TIKEHAU CAPITAL 2020 UNIVERSAL REGISTRATION DOCUMENT 3