EURAZEO_REGISTRATION_DOCUMENT_2017

3 GOVERNANCE

Management and Supervisory Bodies

Conflicts of interest To the best of Eurazeo’s knowledge, and as of the date of this Registration Document, there are no potential conflicts of interest between the duties of the members of the Supervisory Board or Executive Board towards Eurazeo and their private interests or other duties. To the best of the Eurazeo’s knowledge, there are no arrangements or agreements with shareholders, customers, suppliers or others by virtue of which a Supervisory or Executive Board member was appointed in this capacity. Excluding shares resulting from the exercise of options granted to members of the Executive Board, which are subject to the lock-up requirements referred to in Section 6.4 and the obligations pursuant to the Shareholders’ Agreement (AMF notice no. 211C0404 published on April 4, 2010) and the Decaux Agreement (AMF notice no. 217C1197 published on April 9, 2017) (presented in Chapter 6, Information on the Company and Share Capital, sub-section 6.4) to which the Supervisory Board members party to this agreement are subject, to the best of the Company’s knowledge, no member of the Supervisory or Executive Boards has agreed to any restriction on the sale of any or all of the shares held by him or her within a given period of time. Activities of the Supervisory Board 3.1.3.5 in 2017 The Supervisory Board met fourteen times in 2017 (eight times in 2016), with an average attendance rate of 80.86%. During each meeting, an overview of the issues on the agenda is presented. This presentation is opened to questions, and is followed by discussions before resolutions are put to the vote. Detailed minutes are then sent to members of the Supervisory Board for comment before being approved by the Supervisory Board at the next meeting. The Supervisory Board devotes a large part of its activity to defining the Company’s strategic priorities, including the review of investment and divestment projects. At each meeting, the Supervisory Board reviews the business environment and, when appropriate, the results of portfolio companies, Eurazeo share price trends and the cash position and debt of Eurazeo and portfolio companies. It examines the separate quarterly financial statements, and the separate and consolidated interim and annual financial statements, and reviews the press releases relating thereto. It authorizes the conclusion of regulated agreements, deposits, endorsements and guarantees given by Eurazeo, and the implementation of the share buyback program in accordance with the authorization granted by the Shareholders’ Meeting. In addition, the Supervisory Board took a certain number of governance decisions regarding the composition of its governance bodies and, particularly, the appointment of Virginie Morgon as Chairwoman of the Executive Board to succeed Patrick Sayer, the reconfiguration of the Executive Board, the renewals of terms of office and appointments of Supervisory Board members and non-voting members proposed to the next Shareholders’ Meeting, as well as the decisions concerning the entry of JCDecaux Holding SAS into Eurazeo’s share capital and the signature of the Decaux Agreement (AMF notice no. 217C1197 published on April 9, 2017) (presented in detail in Section 6.4 of the 2017 Registration Document). The compensation of Executive Board members and, in particular, the assessment of their achievement of quantitative and qualitative criteria in order to determine 2017 variable compensation, the conditions of the termination of Patrick Sayer’s duties in accordance with the decisions of the Supervisory Board meetings of December 5, 2013 and March 18, 2014 and the setting of quantitative and qualitative criteria for 2018 variable compensation, was reviewed in-depth by the Compensation and Appointment Committee and then the Supervisory Board. In accordance with Article L.225-110 II of the French Commercial Code, the components of compensation paid or awarded to each executive corporate officer in respect of the year ended December 31, 2017 will be subject to the vote of shareholders at the

Shareholders’ Meeting of April 25, 2018 (these items are disclosed in the tables on pages 360 and seq. of the 2017 Registration Document). Furthermore, in accordance with Article L.225-82-2 of the French Commercial Code, the principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components of total compensation and benefits of all kind, that may be awarded to members of the Supervisory Board in 2018 will be presented for approval to the Shareholders’ Meeting of April 25, 2018. All topics addressed in 2017 by the Supervisory Board required the considerable upstream mobilization of the Supervisory Board committees. The Supervisory Board is assisted in its decisions by four specialized committees, the Audit Committee, the Finance Committee, the Compensation and Appointment Committee and the Corporate Social Responsibility (or CSR) Committee, the activities of which are presented in Section 3.1.4 of this Registration Document. Self-assessment of the activities 3.1.3.6 of the Supervisory Board Since the end of 2009 and in accordance with the recommendations of the AFEP-MEDEF Code, the Company performs a formal assessment of the composition, organization and activities of the Supervisory Board every three years with the assistance of an independent external expert. The summary report of the most recent assessment performed in 2015 gave a very positive assessment of the composition and activities of the Supervisory Board. This assessment highlighted (i) that the majority of recommendations made following the 2012 assessment have been implemented and (ii) a significant improvement in the composition, organization and activities of the Supervisory Board since the last assessment in 2012. A number of possible improvements were however identified, which Eurazeo has notably reflected in the proposed resolutions on the composition of the Supervisory Board submitted for the approval of the Shareholders Meetings of May 11, 2017 and April 25, 2018. The appointment of Anne Dias and, if approved by the next Shareholders’ Meeting of April 25, 2018, of Amélie Oudéa-Castera as members of the Supervisory Board, will enable the Company to meet the following objectives identified in the report: a rate of 40% of female members on the Supervisory Board; • the continuation of efforts to diversify the profiles of Supervisory • Board members, with international profiles as the focus of change; a decrease in the average age of members of the Supervisory • Board. With regard to changes in its composition, the Supervisory Board was involved at a very early stage in the selection and renewal process for its members in 2017. Eurazeo also implemented a certain number of measures enabling communication of the annual schedule of Supervisory Board meetings earlier and of committee minutes prior to Supervisory Board meetings. In accordance with the recommendations of the AFEP-MEDEF Code, a new formal assessment of the Supervisory Board will be performed in the second-half of 2018, under the supervision of the Compensation and Appointment Committee. 3.1.4 The Supervisory Board has four specialized, permanent committees to help in the decision-making process. Although the term of committee membership coincides with the member’s term of office on the Supervisory Board, the latter can change the composition of its committees at any time and remove a member from a committee if necessary. The tasks and rules of operation of the four committees are laid down by charters, the principles of which are listed below and appended to the Internal Rules of the Supervisory Board (see Section 3.1.5 of this Registration Document). The composition of committees is given as of the date of filing of this Registration Document. SPECIALIZED COMMITTEES

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2017 Registration document

Eurazeo