EURAZEO_REGISTRATION_DOCUMENT_2017

3 GOVERNANCE

Management and Supervisory Bodies

Members of the Supervisory Board following the Shareholders’ Meeting of April 25, 2018 In accordance with the recommendations of the Corporate Governance Code as revised by AFEP and MEDEF (hereinafter the “AFEP-MEDEF Code”) and having heard the opinion of the Compensation and Appointment Committee, the Supervisory Board reviewed its composition on March 8, 2018, examining in particular the percentage of independent members on the Supervisory Board through a review of the position of each member with regards to the criteria recommended by the AFEP-MEDEF Code. A subsequent review of the activities of the Supervisory Board will be performed in the second-half of 2018, taking account of the participation of new members, whose appointment is proposed to the next Shareholders’ Meeting. The composition of the committees will be renewed after the Shareholders’ Meeting of April 25, 2018. The terms of office of four members of the Supervisory Board expire at the Shareholders’ Meeting of April 25, 2018. The renewal of the terms of office of Michel David-Weill, Anne Lalou, Olivier Merveilleux du Vignaux and JCDecaux Holding SAS will be proposed to shareholders. In addition, the appointment of two new members of the Supervisory Board will be proposed for a period of four years: Amélie Oudéa-Castera and Patrick Sayer. The appointment of Amélie Oudéa-Castera would bring additional digital and media expertise to the Supervisory Board. The Supervisory Board considered it appropriate to present Patrick Sayer’s candidacy due to his in-depth knowledge of the private equity market and the Company. He will not sit on any Supervisory Board committees. These two recommendations take account notably, in addition to their expertise, of the personal commitment and availability of these individuals and the Company’s strategic development. Close attention is also paid to the quality and complementarity of career paths of members, with respect to both positions held and activity sectors. More generally, the Supervisory Board seeks to bring together a variety of skills, to provide it with business expertise in the investment company sector and sufficient financial expertise. This expertise will enable the Supervisory Board to make informed and independent decisions. A detailed presentation of Amélie Oudéa-Castera and Patrick Sayer may be found on pages 154 and 139 of the Registration Document, respectively.

maximum term of office of four years. Non-voting members take part in Supervisory Board meetings in an advisory role and have access to the information presented to the Supervisory Board in the same way as Supervisory Board members. The Shareholders’ Meeting of April 25, 2018 is asked to appoint Robert Agostinelli as a non-voting member for a period of four years. Robert Agostinelli is the co-founder and Managing Director of Rhône Group, a global equity firm. In November 2017, Eurazeo entered into a strategic partnership with Rhône Group, including a commitment by Eurazeo to acquire a minority stake in Rhône, with Rhône’s partners becoming shareholders in Eurazeo. The appointment of Robert Agostinelli forms part of this strategic partnership and will facilitate its implementation. In the event of the subsequent termination of this partnership, Robert Agostinelli has undertaken to resign his duties on the Supervisory Board. The Shareholders’ Meeting of April 25, 2018 is also asked to renew the term of office as non-voting member of Jean-Pierre Richardson for a period of four years. Jean-Pierre Richardson has been a non-voting member since May 14, 2008 and is a member of the Audit Committee. He represents the members of the Richardson family and the company Joliette Matériel, long-standing shareholders of Eurazeo. The Richardson family’s loyalty and Jean-Pierre Richardson’s SME and mid-cap experience and knowledge of the Company’s strategic challenges, are valuable assets for Eurazeo. A detailed presentation of Robert Agostinelli and Jean-Pierre Richardson can be found in Section 3.1.3.3 of the Registration Document. 3.1.2 Activity report 3.1.2.1 Eurazeo’s Executive Board met 29 times in 2017, with an average attendance rate of 100%. The main issues discussed by the Executive Board in 2017 concerned (i) the monitoring of subsidiaries and investments, (ii) investment and divestment decisions proposed by the Executive Committee, notably concerning the acquisition of Idinvest Partners and the conclusion of a strategic partnership with Rhône, (iii) the roll-out of Eurazeo in the United States, (iv) the monitoring of Eurazeo’s shareholding structure, (v) fundraising by the Eurazeo Capital II co-investment fund, (vi) the review and approval of the 2016 separate and consolidated financial statements, the 2017 budget, the 2017 half-year and quarterly accounts and financial projections for 2018 and (vii) Eurazeo’s compensation policy and more generally issues relating to the organization of the Company. EXECUTIVE BOARD

Non-voting members 3.1.1.4

The Company’s Bylaws provide for the presence of non-voting members on the Supervisory Board. They are appointed for a

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2017 Registration document

Eurazeo