EURAZEO_REGISTRATION_DOCUMENT_2017

3 GOVERNANCE

Management and Supervisory Bodies

Corporate Social Responsibility (CSR) Committee Composition: 4 members (3) , including 2 independent members. The CSR Committee is chaired by Anne Lalou. Its other members are Stéphane Pallez, Roland du Luart and JCDecaux Holding SAS (4) represented by Emmanuel Russel. The main task of the CSR Committee is to assist the Supervisory Board with monitoring CSR issues and in particular employee-related, societal and environmental issues, in order to enable Eurazeo to best anticipate the related opportunities, challenges and risks. The CSR Committee considers these issues in coordination with the Executive Board and reports regularly to the Supervisory Board on the exercise of its duties and issues recommendations on Eurazeo CSR policy and actions. CSR Committee meetings are convened by its Chairwoman whenever necessary and at least twice a year. Meetings may also be called at the request of the Chairman of the Supervisory Board or the Chairwoman of the Executive Board. The committee met twice in 2017, with an attendance rate of 100%. Attendance fees allocated to committee members in respect of fiscal year 2017, in proportion to their attendance at meetings, totaled €24,003 (of which €8,001 for the Chairwoman). SUPERVISORY BOARD Internal rules of the Supervisory 3.1.5.1 Board These Internal Rules, provided for in Article 13 of the Company’s Bylaws, are in line with the recommendations of the AFEP-MEDEF Code. It is an internal document which completes the Bylaws by clarifying the organization and activities of the Supervisory Board. It may not be invoked by shareholders or third parties against members of the Supervisory Board. The Internal Rules may be modified at any time by decision of the Supervisory Board. Article 1: Composition and renewal of the Supervisory Board Pursuant to Article 11 of the Company’s Bylaws, the Supervisory 1. Board has between three and eighteen members, appointed by Shareholders’ Meetings for terms of four years. The Supervisory Board ensures the implementation and 2. continuation of the staggered renewal of its members in as equal fractions as possible. When necessary, the Board may ask one or several of its members to resign in order to implement staggered renewal. Article 2: Attendance – Independence – Multiple Directorships – Shareholdings Each Supervisory Board member must devote the time and 1. attention required for the exercise of his/her duties and participate regularly in the meetings of the Board and any committees of which he/she may be a member, as well as Shareholders’ Meetings. INTERNAL RULES OF THE 3.1.5

Committee meetings are convened at least once a year by its Chairman. Meetings may also be called at the request of the Chairman of the Supervisory Board or the Chairman of the Executive Board. The Compensation and Appointment Committee met five times in 2017, with an attendance rate of 96%. It was consulted notably on determining the variable compensation of Executive Board members due in respect of 2016 (paid in 2017), the set-up of a share purchase option plan and free ordinary and preference share grant plans for 2017, the setting of criteria determining the variable compensation of Executive Board members for 2017, the renewal of the terms of office of certain members of the Supervisory Board, the appointment of two new members to the Supervisory Board, the succession of the Chairman of the Executive Board and application of the terms of Patrick Sayer’s departure, the reconfiguration of the Executive Board and the fixed compensation of Executive Board members in respect of 2018 as well as the report on occupational and wage equality between men and women. Compensation and Appointment Committee meetings setting the compensation of executive corporate officers, are held without the presence of members of the Executive Board when discussing these issues. Attendance fees allocated to committee members in respect of fiscal year 2017, in proportion to their attendance at meetings, totaled €70,676 (of which €20,003 for the Chairman). Finance Committee Composition: 6 members (1) , including 3 independent members. The Finance Committee is chaired by Michel David-Weill. Its other members are Anne Lalou, Victoire de Margerie, Françoise Mercadal-Delasalles, Jean-Charles Decaux (2) (Vice-Chairman) and Olivier Merveilleux du Vignaux (2) . The main task of the Finance Committee is to assist the Supervisory Board on the Company’s proposed investments or divestments. The Finance Committee issues recommendations or opinions to the Supervisory Board on all proposed transactions submitted to it by the Chairman of the Supervisory Board, notably in accordance with Article 5.2.2 of the Internal Rules of the Supervisory Board. In the performance of its duties, the Finance Committee intervenes, at the request of the Chairman of the Supervisory Board or the Supervisory Board itself, on projects including: any transaction that could result, immediately or in the future, in a • capital increase or decrease through the issue or cancellation of shares; the acquisition of a new or additional investment in any entity or • company, or any acquisition, exchange or disposal of shares, property, receivables or securities involving an investment by the Company of more than €200 million; agreements regarding debt, financing or alliances, whenever the • total amount of the transaction or agreement, performed in one or more stages, exceeds €200 million. Finance Committee meetings are convened by its Chairman whenever necessary. Meetings may also be called at the request of the Chairman of the Supervisory Board or the Chairman of the Executive Board. The committee met twice in 2017, with an attendance rate of 91.67%. Attendance fees allocated to committee members in respect of fiscal year 2017, in proportion to their attendance at meetings, totaled €32,670 (of which €8,001 for the Chairman).

Messrs. Veyrat and Laurent were members of the Finance Committee until May 11, 2017 and Mr. Mathieu until June 26, 2017. (1) Member of the committee since June 26, 2017. (2)

Mr. Pauget was a member of the CSR Committee until June 26, 2017. (3) JCDecaux Holding is a member of the CSR Committee since June 26, 2017. (4)

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2017 Registration document

Eurazeo