Eurazeo / 2018 Registration document

GOVERNANCE Management and Supervisory Bodies

Principles governing the composition of the Supervisory Board 3.1.2.2 In accordance with the recommendations of the Corporate Governance Code as revised by AFEP and MEDEF in June 2018 (hereinafter the “AFEP-MEDEF Code”) and having heard the opinion of the CAG Committee, the Supervisory Board reviewed on December 6, 2018 its activities and composition and the composition of its committees, examining in particular the independence and diversity of its members (male/female representation, age and nationality, qualifications and professional experience). Pursuant to Article L. 225-37-4 of the French Commercial Code, the following table sets out the main principles of the diversity policy as applied to members of the Supervisory Board and the objectives of this policy as identified by the internal review of the Supervisory Board conducted in 2018.

Supervisory Board diversity policy Criteria Objective

Implementation/results

Balanced representation of men and women on the Board.

Percentage of women on the Board

60 %

46 % 46 %

38 %

40 %

31 %

20 %

Composition of the Board

3

0 %

2015

2016 2017 2018

Expertise: Experience in the new economy and manufacturing: • Appointment of Amélie Oudéa-Castera in 2018. Holistic view of the company: Appointment of Patrick Sayer in • 2018. Private equity experience: Appointment of Patrick Sayer and • Robert Agostinelli (non-voting member) in 2018. Christophe Aubut was appointed to represent employees by the SEC on December 15, 2015. Pursuant to Article 11.4 of the Bylaws and Article L. 225-79-2 of the French Commercial Code, Vivianne Akriche was appointed as a member representing employees by the SEC on February 14, 2019.

Continue efforts to diversify the profiles of Supervisory Board members in line with the strategy, with a focus on profiles with a holistic view of the Company and experience in the new economy, real estate, manufacturing or private equity.

Presence of two members on the Board representing employees.

54% of Board members are independent.

50% independent Board members in accordance with the AFEP-MEDEF Code.

Independence of Board members

The Shareholders’ Meeting of April 25, 2019 will be asked to renew the term of office of Françoise Mercadal-Delasalles, an independent Board member since 2015.

Be attentive, when renewing terms of office or appointing new members, to ensuring compliance with the AFEP-MEDEF Code regarding the percentage of independent members on the Board and committees. Ensure a range of ages on the Supervisory Board.

Between 2016 and 2018, the average age of Board members decreased from 61 to 58 years old.

Age of Board members

In 2018, only 3 of the 14 members were over 70 years of age (21%).

The number of Supervisory Board members aged over seventy may not exceed one-third of the total number of Supervisory Board members at any time (Articles 11.1 of the Bylaws).

Eurazeo

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2018 Registration Document