Eurazeo / 2018 Registration document

GOVERNANCE Management and Supervisory Bodies

Implementation of the “Comply or Explain” rule Pursuant to the “Comply or Explain” rule laid down in Article L. 225-37 of the French Commercial Code and in Article 27.1 of the AFEP-MEDEF Code, the Company believes that its practices comply with the recommendations of the AFEP-MEDEF Code. However, certain provisions have not been applied for the reasons set out in the table below.

Provisions of the AFEP-MEDEF Code not complied with

Explanation

17.1 Composition of the CAG Committee The Compensation Committee “must mostly consist of independent Directors. It is recommended that the Chairman of the Committee be independent”.

The CAG Committee has six members, including three independent members, i.e. an independence rate of 50%. Since February 5, 2019, the Committee is chaired by Georges Pauget, who has been an independent member of the CAG Committee since August 30, 2010. The Chairman has the casting vote if voting is tied on the Committee, thereby strengthening the Company's compliance with the spirit of the AFEP-MEDEF Code. The Supervisory Board meeting of March 8, 2018, at the recommendation of the CAG Committee, unanimously decided to suspend Virginie Morgon’s employment contract with effect from March 19, 2018. The option of terminating the employment contract by contractual termination or resignation was not adopted as the CAG Committee considered it unfair to threaten the social welfare benefits (pension) enjoyed by Virginie Morgon since she joined Eurazeo on December 18, 2007. In all events, the Company complies with the conditions stipulated in the AFEP-MEDEF Code on executive compensation, as the benefits associated with her employment contract in the event of its termination will not be cumulated with the benefits of commitments given by the Company in respect of her duties as Chairwoman of the Executive Board. The Supervisory Board’s decision also complies with the position of the French Financial Markets Authority (AMF), which considers that a company complies with the AFEP-MEDEF Code where an executive’s employment contract is retained due to their seniority with the Company and their personal situation and the Company provides detailed justification.

21 Termination of employment contract in case of appointment to corporate office

When an employee becomes an executive corporate officer, the AFEP-MEDEF Code recommends terminating “his or her employment contract with the Company or with a company affiliated to the Group, whether through contractual termination or resignation.”

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Recommendations of the High Council for Corporate Governance (Haut Comité de Gouvernement d'Entreprise, HCGE) In 2018, the HCGE did not issue any recommendations to the Company regarding explanations provided in the 2017 Registration Document pursuant to application of the AFEP-MEDEF Code.

Statements relating to corporate governance Personal information regarding Executive Board and Supervisory Board members There are no family ties between members of the Supervisory Board and members of the Executive Board. A member of the Supervisory Board, Olivier Merveilleux du Vignaux, is the son-in-law of the Chairman of the Supervisory Board. To the best of Eurazeo's knowledge, no member of its Supervisory Board or Executive Board has been convicted of fraud in the past five years. None of the members of the Supervisory or Executive Boards have been involved in a bankruptcy, receivership or liquidation over the past five years, and none have been incriminated and/or sanctioned by a statutory or regulatory authority. None have been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer, or from acting in the management or conduct of the affairs of an issuer in the past five years. Conflicts of interest To the best of Eurazeo’s knowledge, and as of the date of this Registration Document, there are no potential conflicts of interest

between the duties of the members of the Supervisory Board or Executive Board towards Eurazeo and their private interests or other duties. To the best of Eurazeo's knowledge, and as of the date of this Registration Document, there are no arrangements or agreements with shareholders, customers, suppliers or others, by virtue of which a Supervisory or Executive Board member was appointed in this capacity, other than those detailed in Section 6.4.1 of this Registration Document. To the best of Eurazeo's knowledge, and as of the date of this Registration Document, there are no restrictions accepted by a Supervisory or Executive Board member on the sale of all or part of their investment in the share capital of the Company other than (i) those detailed in Sections 7.1 and 7.2 of this Registration Document, regarding the obligation to hold shares resulting from the exercise of share subscription or purchase options and/or performance shares for members of the Executive Board and (ii) those detailed in Section 6.4.1 of this Registration Document, regarding Shareholders’ agreements and concerning Eurazeo shares for members of the Supervisory Board.

Eurazeo

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2018 Registration Document