Eurazeo / 2018 Registration document

GOVERNANCE Management and Supervisory Bodies

The CAG Committee meeting of February 26, 2019 assessed the material nature of any business relationships between certain members of the Supervisory Board and the Company. It is recalled that the material nature of the business relationship must be assessed taking account of the following criteria:

The CAG Committee considered that when the amount paid by the Company to the contracting party is less than 10% of the total amount of fees, commission and remuneration paid during the year by the Company, the business relationship is not material. Above 10% of the total amount of fees, commission and remuneration paid by the Company, the business relationship will be considered material where this threshold is exceeded during three consecutive years, thereby demonstrating the long-term nature of the relationship. As part of the annual review of the independence of Supervisory Board members, Françoise Mercadal-Delasalles’ situation was examined by the CAG Committee on February 26, 2019. The Committee highlighted that her duties in the Crédit du Nord group do not involve the bank’s financing or merger/acquisition activities which could concern Eurazeo. However, pursuant to the conflict of interest rules set out in the Supervisory Board’s Internal Rules, she may not participate in any Supervisory Board meeting discussing a file involving Crédit du Nord, irrespective of the amount concerned. At the recommendation of the CAG Committee, the Supervisory Board therefore confirmed that Françoise Mercadal-Delasalles was an independent member.

Qualitative criteria

Quantitative criteria

potential economic dependence • between parties; importance and nature • of transactions; specific characteristics of certain • contracts; position of the Director within • the co-contracting company (decision-making power, division, etc.).

amount of fees, commission • and other remuneration paid by the Company to the co-contracting company; price of the service • (market price).

INDEPENDENCE CRITERIA

Not a share- holder holding over 10%

Not the auditor or former auditor of the Company

Not an employee or corporate officer

Not a Director for more than 12 years *

No business relation- ship

of the share capital Independent

No cross Director- ships

No family ties

Michel David-Weill Jean-Charles Decaux

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Olivier Merveilleux du Vignaux

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Anne Dias

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JCDecaux Holding SAS Represented by Emmanuel Russel

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Anne Lalou

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Roland du Luart

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Victoire de Margerie

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Françoise Mercadal-Delasalles (1)

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Amélie Oudéa-Castera

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Stéphane Pallez Georges Pauget

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Patrick Sayer

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Christophe Aubut (2) Vivianne Akriche (2)

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On the most recent renewal of the term of office in accordance with the AFEP-MEDEF Code. * Subject to the adoption of the 5 th resolution presented to the Shareholders’ Meeting of April 25, 2019. (1) Member representing employees. (2)

The Company therefore complies with the recommendations of the AFEP-MEDEF Code as, excluding the members of the Supervisory Board representing employees, seven out of a total of thirteen members are independent, i.e. 53.8% of the members of the Supervisory Board at the end of Shareholders’ Meeting of April 25, 2019, subject to the approval of the 5 th resolution: Anne Dias, Anne Lalou, Victoire de Margerie, Françoise Mercadal-Delasalles, Amélie Oudéa-Castera, Stéphane Pallez and Georges Pauget.

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Eurazeo

2018 Registration Document