EURAZEO_REGISTRATION_DOCUMENT_2017

GOVERNANCE Management and Supervisory Bodies

Audit Committee Composition: 4 members (including 3 independent members) and 1 non-voting member. The Audit Committee is chaired by Anne Dias (1) Its other members are Stéphane Pallez, Georges Pauget (2) and Jean-Pierre Richardson, as well as JCDecaux Holding SAS (2) , represented by Emmanuel Russel. The members of the Audit Committee combine their skills in the fields of business management, economics and finance (see their professional experience in Section 3.1.3.3, Offices and positions – Management experience and expertise). In accordance with the law, the Audit Committee assists the Supervisory Board in examining questions relative to the preparation and verification of accounting and financial information, which notably involves: monitoring: • the financial information preparation process, • the efficiency of internal control and risk management • procedures, the audit of the annual separate and consolidated financial • statements by the Statutory Auditors, Statutory Auditor independence; • authorizing the provision of non-audit services (not detailed in • Article L. 822-11 II and Article L. 822-11-1 I of the French Commercial Code) by the Statutory Auditors. Audit Committee meetings are called by its Chairwoman. Meetings may also be called at the request of the Chairman of the Supervisory Board or the Chairwoman of the Executive Board. The Audit Committee met five times in 2017 with an average attendance rate of 88%. During its meetings, the committee dealt with the following main topics: production and communication of accounting and financial • information: review of the separate and consolidated annual financial • statements for the year ended December 31, 2016 (with a specific focus on financial asset valuation procedures and impairment tests on goodwill and indefinite-life intangible assets), review of the separate financial statements for the quarters ended March 31 and September 30, 2017, review of the separate and consolidated interim financial statements for the six months ended June 30, 2017, and review of the schedule and closing options for the 2017 annual consolidated financial statements, review of consolidated earnings forecasts, • review of the methodology used to determine NAV, the • valuation of investments and the conclusions of the independent appraiser, review of the cash and funding positions at the date of each • committee meeting, and annual review of the cash management policy and activity, review of draft statements related to the annual financial • statements for 2016 and the interim 2017 results, annual review of the financial communication and investor • relations policy and activity; risk management and internal control: • review of the draft report by the Chairman of the Supervisory • Board on internal control and risk management procedures in 2016,

review of the main risks and litigation, • review of the 2017 Internal Audit plan and the findings of Internal • Audit assignments, review of the findings of Internal Audit procedures, • review of work undertaken to prevent fraud; • work of the Audit Committee: • review and approval of the Audit Committee’s 2016 Activity • Report, included in the Registration Document, interviews with the financial and internal audit, • update on stock market ethics, • authorization of the provision of non-audit services by the • Statutory Auditors; presentation and points raised by the Statutory Auditors: • review of the findings of the Statutory Auditors, and review of • budgeted fees for 2017. Attendance fees allocated to committee members in respect of fiscal year 2017, in proportion to their attendance at meetings, totaled €76,813 (of which €5,250 for Jean Laurent as Chairman (3) and €14,002 for Anne Dias as Chairwoman (4) ). Compensation and Appointment Committee Composition: 6 members, including 3 independent members. The Compensation and Appointment Committee is chaired by Roland du Luart. Its other members are Olivier Merveilleux du Vignaux, Georges Pauget, Françoise Mercadal-Delasalles, Anne Dias (5) and JCDecaux Holding (6) , represented by Emmanuel Russel, as well as Christophe Aubut, Supervisory Board member representing employees, as a permanent guest. The committee makes proposals to the Supervisory Board concerning the compensation of the Chairman, Vice-Chairman and members of the Executive Board, the amount of attendance fees submitted for approval to the Shareholders’ Meeting, grants of share subscription or purchase options and grants of free shares to Executive Board members. The compensation of Executive Board members is determined individually for each member. The committee determines, on the basis of quantitative and qualitative criteria for the previous year’s performance, the amount of variable compensation, which may range from 0% to 150% of the basic variable compensation. Tables showing the fixed/variable breakdown of each Executive Board member’s compensation are presented in Section 3.2.2 of this Registration Document (p. 171 and following). The Compensation and Appointment Committee also reviews the allocation of share purchase options to individual Executive Board members, and the overall allocation of share purchase options to Eurazeo’s employees. The committee also makes recommendations on the appointment, reappointment and dismissal of Supervisory and Executive Board members, as well as the succession plan for corporate officers. The Compensation and Appointment Committee is responsible for preparing the assessment of the work of the Supervisory Board. It reviews every year the situation of members of the Supervisory Board with respect to rules limiting the number of offices held and the independence criteria adopted by the Board, and makes recommendations as to the status of the members of the Supervisory Board. Each year, the agenda of a committee meeting includes a point on the performance of the activities of the Supervisory Board.

3

Member of the committee since May 11, 2017. (1) Member of the committee since June 26, 2017. (2)

Until May 11, 2017. (3) Since May 11, 2017. (4)

Member of the committee since May 11, 2017. (5) Member of the committee since June 26, 2017. (6)

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Eurazeo

2017 Registration document