Eurazeo / 2018 Registration document

GOVERNANCE Management and Supervisory Bodies

Pursuant to the provisions of Article L. 225-68 of the French Commercial Code, the corporate governance report is presented separately from the management report. It includes information on the activities of administrative and management bodies, management compensation and the application of the Corporate Governance Codes, as detailed in Articles L. 225-37-3 to L. 225-37-5. It also includes the Supervisory Board's observations on the Executive Board's report and on the financial statements for

the fiscal year 2018 (see the cross-reference table on pages 415

and 416 of the Registration Document).

The management report covers the conduct of the business, risks and corporate social responsibility. Information on internal control and risk management procedures implemented by Eurazeo is presented in the management report in Section 3.4 of the Registration Document.

Management and Supervisory Bodies 3.1

Eurazeo has opted for a dual governance structure comprising an Executive Board and a Supervisory Board since 2002. This choice represents the highest standards of corporate governance, as it ensures a balance of powers between executive and oversight functions. As part of the Company’s conversion to a European company at the Shareholders’ Meeting of May 11, 2017, the Executive Board and Supervisory Board structure was retained. Managerial functions are carried out by the Executive Board, which meets at least once a month and as often as required in the best interests of the Company. The Executive Board is vested with the most extensive powers to act on behalf of the Company in all circumstances, within the limits of the corporate purpose and subject to the powers expressly attributed by law and the Company's Bylaws. EXECUTIVE BOARD 3.1.1 Members of the Executive Board 3.1.1.1 The Executive Board has four members. Executive Board members since March 19, 2018 are Virginie Morgon, Chairwoman of the Executive Board, Philippe Audouin, Directeur Général Finances – CFO, Nicolas Huet, General Secretary and Olivier Millet, Chairman of the Eurazeo PME Executive Board. The Supervisory Board meeting of November 27, 2017 renewed Virginie Morgon’s term of office as a member of the Executive Board for a period of four years, effective March 19, 2018. The Board also appointed Virginie Morgon as the Company’s Chairwoman of the

Members of the Executive Board may, with the authorization of the Supervisory Board, divide management tasks among themselves. This division of tasks may not cause the Executive Board to lose its status as the body responsible for the collective management of the Company. The Supervisory Board oversees the Company's management in accordance with applicable laws and regulations and the Company's Bylaws. Its distinguished members meet as frequently as the Company's interests require, and at least once a quarter. Throughout the year, the Supervisory Board performs the checks and controls it deems warranted, and may request any document it considers necessary to carry out its duties.

Executive Board, replacing Patrick Sayer, whose fourth term of office as Chairman and a member of Eurazeo’s Executive Board ended on March 18, 2018. This appointment, decided unanimously by the Supervisory Board, is part of a smooth transition plan, reflecting the high quality of the Company’s governance. The Supervisory Board meeting of March 8, 2018 renewed Philippe Audouin’s term of office as a member of the Executive Board and appointed Nicolas Huet and Olivier Millet as members of the Executive Board for periods of four years, effective March 19, 2018.

End of term of office

Executive Board member

Age

Nationality

Position at Eurazeo

Virginie Morgon Philippe Audouin

49 years 62 years 48 years 55 years

French French French French

Chairwoman of the Executive Board Directeur Général Finances – CFO

2022 2022 2022 2022

Nicolas Huet Olivier Millet

General Secretary

Chairman of the Executive Board of Eurazeo PME

Activity Report 3.1.1.2 Eurazeo’s Executive Board met 20 times in 2018, with an average attendance rate of 100%. Eurazeo's shareholding structure, (v) the review and approval of the 2017 separate and consolidated financial statements, the 2018 budget, the 2018 half-year and quarterly accounts and financial projections for 2019, The main issues discussed by the Executive Board in 2018 concerned (vi) the preparation of the Shareholders’ Meeting and (vii) Eurazeo's (i) the monitoring of subsidiaries and investments, (ii) investment and compensation policy and more generally issues relating to the divestment decisions proposed by the Executive Committee, (iii) the two organization of the Company. strategic alliances with Rhône and Idinvest, (iv) the monitoring of

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Eurazeo

2018 Registration Document