Eurazeo / 2018 Registration document

GOVERNANCE Management and Supervisory Bodies

Organization of the Supervisory Board 3.1.2.4 The Eurazeo corporate governance approach was implemented several years ago, with the aim of complying with market recommendations that promote transparency with stakeholders and contribute to improving the operation of the Company's control and management bodies. Eurazeo is convinced that governance is a key factor in the performance and long-term success of companies. The implementation of exemplary governance in Eurazeo and all of its portfolio companies is a priority objective of Eurazeo's CSR strategy. Internal rules of the Supervisory Board The Supervisory Board's Internal Rules set forth its operating rules, specifically addressing matters such as participation at Board meetings, independence criteria, the holding of meetings, communications with Board members, prior authorizations of certain transactions by the Supervisory Board, the setting up of committees within the Board, the compensation of its members and ethics issues. The Supervisory Board’s Internal Rules were amended on March 7, 2019 to take account of the following recommendations arising from the assessment of the Supervisory Board’s activities in 2018: update of independence criteria with regards to the • AFEP-MEDEF Code; organization of a minimum of five meetings per year in order to • devote a meeting to strategy and a meeting to issues such as risks, CSR and governance; the ability to hold an Executive Session; and • the possibility to grant exceptional attendance fees for specific • assignments entrusted to a member. The Internal Rules are set out in full in Section 3.1.4 of the 2018 Registration Document (pages 159 et seq.). Training of Supervisory Board members New members of the Supervisory Board systematically attend presentation meetings of the Company and all its investments given by the relevant member(s) of the Executive Board. Moreover, new members of the Audit Committee also benefit from interviews with the Company's Chief Financial Officer, finance teams and internal audit staff, during which the specific nature of the Company's accounting and/or financial issues are discussed and new members of the CAG Committee meet with the General Secretary. Finally, following the proposals arising from the assessment of the Supervisory Board’s activities, a welcome program will be proposed to new members, including meetings with Executive Committee members and the teams, as well as a training session on the different businesses of the main investments. These meetings and the training session will be an opportunity for members who recently joined the Supervisory Board to improve their knowledge of the Group, its operations and its challenges.

Ethics When a member of the Supervisory Board is appointed, the Secretary of the Board issues him or her with a file comprising the Bylaws of the Company, the Internal Rules of the Supervisory Board and the securities trading code of conduct. Members of the Supervisory Board must ensure that they understand and comply with the obligations imposed on them by laws, regulations, the Bylaws, the Internal Rules and the securities trading code of conduct. Pursuant to Article 11 of the Bylaws, Supervisory Board members must own a minimum of 250 shares. This obligation is respected by all members of the Supervisory Board (see table in Section 3.3.1, page 187). Furthermore, the Supervisory Board Internal Rules require Supervisory Board members to hold a number of Eurazeo shares representing at least one year's attendance fees, that is, 750 shares, before the end of their current term of office. As of December 31, 2018, Victoire de Margerie held 551 shares. In addition to these obligations, members of the Supervisory Board are required to register all securities they own or come to acquire later. As of December 31, 2018, Supervisory Board members and non-voting members together held a total of 14,812,776 shares, representing 19.35% of the share capital and 17.18% of voting rights. Members of the Supervisory Board are bound by a general duty of confidentiality regarding the deliberations of the Supervisory Board and the committees, as well as with regard to information of a confidential nature to which they become privy in the course of their duties. The securities trading code of conduct sets out obligations in respect of inside information and the applicable sanctions, as well as the requirement that members of the Supervisory Board report transactions in the Company’s securities. It also prohibits the performance of certain transactions, including the short selling of shares and short-term purchase/resale transactions. In addition, members of the Supervisory Board are informed of the legal and regulatory obligations by which they are bound and particularly the closed periods during which they must abstain from carrying out transactions in the securities of the Company. The Internal Rules of the Supervisory Board lay down the procedures by which members of the Supervisory Board are kept informed. Throughout the year, the Supervisory Board may request any document it considers necessary to carry out its duties. The Chairman receives a monthly report from the Executive Board on the Company's investments, cash position, transactions and debt, if any. At least once every quarter, the Executive Board submits a report on the above matters to the Supervisory Board, which includes a presentation of the Company's business activities and strategy. The Executive Board also supplies the Supervisory Board with half-year budgets and investment plans. A preparatory file covering the key items on the agenda is communicated to members prior to all meetings of the Supervisory Board. In 2013, the Company introduced a specific digital information system for members of the Supervisory Board containing all information they require and updated real time, to help improve the activities of the Supervisory Board. This system provides secure access at any time to key historical information communicated in preparation of Supervisory Board meetings. Communication of information to Supervisory Board members

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Eurazeo

2018 Registration Document