EURAZEO_REGISTRATION_DOCUMENT_2017

GOVERNANCE Management and Supervisory Bodies

Implementation of the “Comply or Explain” rule

recommendations of the AFEP-MEDEF Code. However, certain provisions have been excluded for the reasons set out in the table

Pursuant to the “Comply or Explain” rule laid down in Article L. 225-68 of the French Commercial Code and in Article 27.1 of the AFEP-MEDEF Code, the Company believes that its practices comply with the

below.

Provisions of the AFEP-MEDEF Code not complied with Explanation 17.1 Composition of the Compensation Committee The Compensation Committee “must mostly

Half of the members of the Compensation and Appointment Committee are independent. The Chairman of the Compensation and Appointment Committee, Roland du Luart, lost his status as an independent member on the renewal of his term of office by the Shareholders’ Meeting of May 12, 2016, pursuant to the independence criteria set out in the AFEP-MEDEF Code applicable at that date. The Supervisory Board did not wish to appoint a new Chairman for this committee which deals with issues concerning both appointments and compensation, due to the excellent work performed by Roland du Luart and the fact that his status as non-independent is solely due to the length of his service on the Supervisory Board. It is recalled that Roland du Luart only assumed the role of Chairman of the Compensation and Appointment Committee in 2013. Patrick Sayer, Chairman of the Executive Board until March 18, 2018, had an employment contract as “advisor to the Chairman,” concluded with Gaz et Eaux on January 1, 1995, which was extended under successive transfers within Eurazeo until his appointment as a member of the Executive Board and Chairman on May 15, 2002. The contract has been suspended since that date. In view of the role played by Patrick Sayer in the history of the Company, the option of terminating the employment contract by contractual termination or resignation was not adopted. The Compensation and Appointment Committee considered it unfair to threaten the social welfare benefits (pension) enjoyed by Patrick Sayer, aged 57 as of December 31, 2014. Accordingly, at its meeting of November 27, 2013, the Compensation and Appointment Committee confirmed that Patrick Sayer would continue to enjoy the benefit of his employment contract as “advisor to the Chairman,” solely in the event of non-renewal of his term of office after its expiry on March 19, 2018, so as to ensure the best possible transition for the Company in the event of a change in management. In accordance with the Supervisory Board’s decision of November 27, 2017, Patrick Sayer’s term of office as Chairman of the Executive Board was not renewed and his employment contract as “advisor to the Chairman” was terminated at the end of his term of office: i.e. on March 18, 2018. The conditions of the termination of Patrick Sayer’s duties are set out in Section 3.2.2.2.2 of the Registration Document, in line with the provisions of the AFEP-MEDEF Code on executive compensation (notably retirement termination payments). Virginie Morgon, Chairwoman of the Executive Board since March 19, 2018 has held an employment contract since she joined Eurazeo on December 18, 2007. The option of terminating the employment contract by contractual termination or resignation was not adopted as the Compensation and Appointment Committee considered it unfair to threaten the social welfare benefits (pension) enjoyed by Virginie Morgon since she joined Eurazeo. It is recalled that the French Financial Markets Authority (AMF) considers that a company complies with the AFEP-MEDEF Code where an executive’s employment contract is retained due to their seniority with the Company and their personal situation and the Company provides detailed justification. Accordingly, the Supervisory Board meeting of March 8, 2018, at the recommendation of the Compensation and Appointment Committee, unanimously decided to suspend her employment contract with effect from the date she took office as Chairwoman of the Executive Board. In all events, the conditions stipulated in the AFEP-MEDEF Code concerning management compensation are complied with. It is noted that the benefits associated with her employment contract in the event of its termination will not be cumulated with the benefits of commitments given by the Company in respect of her duties as Chairwoman of the Executive Board.

consist of independent Directors. It is recommended that the Chairman of the committee be independent”.

21 Termination of employment contract in case of appointment to corporate office

When an employee becomes an executive corporate officer, the AFEP-MEDEF Code recommends terminating “his or her employment contract with the Company or with a company affiliated to the Group, whether through contractual termination or resignation.”

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Recommendations of the High Council for Corporate Governance (Haut Comité de Gouvernement d’Entreprise, HCGE) In 2017, the HCGE did not issue any recommendations to the Company regarding explanations provided in the 2016 Registration Document pursuant to application of the AFEP-MEDEF Code. Statements relating to corporate governance Personal information regarding Executive Board and Supervisory Board members There are no family ties between members of the Supervisory Board and members of the Executive Board.

A member of the Supervisory Board, Olivier Merveilleux du Vignaux, is the son-in-law of the Chairman of the Supervisory Board. To the best of Eurazeo’s knowledge, no member of its Supervisory Board or Executive Board has been convicted of fraud in the past five years. None of the members of the Supervisory or Executive Boards have been involved in a bankruptcy, receivership or liquidation over the past five years, and none have been incriminated and/or sanctioned by a statutory or regulatory authority. None have been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer, or from acting in the management or conduct of the affairs of an issuer in the past five years.

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Eurazeo

2017 Registration document