EURAZEO_REGISTRATION_DOCUMENT_2017

GOVERNANCE Management and Supervisory Bodies

INDEPENDENCE CRITERIA

Not the auditor or former auditor of the Company

Not a Director for more than 12 years *

Not a shareholder holding over 10% of the share capital Independent

Not an employee or corporate officer

No cross- Directorships

No business relationship

No family ties

Michel David-Weill (1) Jean-Charles Decaux (2)

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Olivier Merveilleux du Vignaux (3)

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Anne Dias

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JCDecaux Holding SAS (4) Represented by Emmanuel Russel

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Anne Lalou (5) Roland du Luart

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Victoire de Margerie

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Françoise Mercadal-Delasalles

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Stéphane Pallez Georges Pauget

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Christophe Aubut (6)

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Amélie Oudéa-Castera (7)

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Patrick Sayer (8)

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On the most recent renewal of the term of office in accordance with the AFEP-MEDEF Code. * Subject to the adoption of the 11 th resolution presented to the Shareholders’ Meeting of April 25, 2018. (1) Subject to the adoption of the 7 th resolution presented to the Shareholders’ Meeting of April 25, 2018. (2) Subject to the adoption of the 13 th resolution presented to the Shareholders’ Meeting of April 25, 2018. (3) Subject to the adoption of the 8 th and 14 th resolutions presented to the Shareholders’ Meeting of April 25, 2018. (4) Subject to the adoption of the 12 th resolution presented to the Shareholders’ Meeting of April 25, 2018. (5) Member representing employees. (6) Subject to the adoption of the 9 th resolution presented to the Shareholders’ Meeting of April 25, 2018. (7) Subject to the adoption of the 10 th resolution presented to the Shareholders’ Meeting of April 25, 2018. (8)

Balanced representation of men and 3.1.3.2 women on the Supervisory Board It is proposed to appoint one woman and one man as new members of the Supervisory Board. Subject to the approval of the resolutions renewing the terms of office of four members of the Supervisory Board and appointing two new members, the number of women on the Board would be increased from five to six out of a total of thirteen members (compared to eleven members as of December 31, 2017). Pursuant to the AFEP-MEDEF Code, the Directors representing employees are not taken into account in assessing the percentage of female members, which would increase from 45% to 46% of Supervisory Board members following the Shareholders’ Meeting of April 25, 2018. The Company therefore complies with the AFEP-MEDEF recommendation that at least 40% of Board members should be women. Note that if the aforementioned candidatures are approved, a second member representing employees will be appointed by the Eurazeo Works Council during 2018.

The Company therefore complies with the recommendations of the AFEP-MEDEF Code as, excluding the member of the Supervisory Board representing employees, six out of a total of eleven members are independent, i.e. 54.5% of the members of the Supervisory Board as of the date of publication of the Registration Document: Anne Dias, Anne Lalou, Victoire de Margerie, Françoise Mercadal-Delasalles, Stéphane Pallez and Georges Pauget. Based on the composition of the Supervisory Board following the Shareholders’ Meeting of April 25, 2018 and subject to the approval of the resolutions renewing the terms of office of four members and appointing two new members, the Company will comply with the recommendations of the AFEP-MEDEF Code, with seven independent members out of a total of 13, i.e. 53.8% of the members of the Supervisory Board.

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Eurazeo

2017 Registration document