Eurazeo / 2018 Registration document

GOVERNANCE Management and Supervisory Bodies

Activities of the Supervisory Board 3.1.2.5 Activities of the Supervisory Board in 2018 The Supervisory Board met five times in 2018 (fourteen times in 2017). The average attendance rate was 88.33% in 2018, compared with 80.86% in 2017. The Supervisory Board devotes a large part of its activity to defining the Company's strategic priorities, including the review of investment and divestment projects. At each meeting, the Supervisory Board reviews the business environment and, when appropriate, the results of portfolio companies, Eurazeo share price trends and the cash position and debt of Eurazeo and portfolio companies. It examines the separate and consolidated interim and annual financial statements, and reviews the press releases relating thereto. It reviews and approves, where appropriate, the proposals made by the committees. It authorizes the conclusion of regulated agreements, deposits, endorsements and guarantees given by Eurazeo, and the implementation of the share buyback program in accordance with the authorization granted by the Shareholders' Meeting. Executive Board members and, where appropriate, Executive Management, present a brief overview of agenda items, which are then debated and deliberated by the Supervisory Board. Written minutes of debates and deliberations are then sent to members of the Supervisory Board for comment before being approved by the Supervisory Board at the next meeting. In 2018, the Supervisory Board also took a certain number of governance decisions regarding the composition of the Executive Board, the appointment of Virginie Morgon as Chairwoman of the Executive Board and the composition of the Supervisory Board, with notably the appointment of two new members (Amélie Oudéa-Castera and Patrick Sayer) and a non-voting member (Robert Agostinelli). It reviewed the independence of each of its members and compliance with the rules limiting the number of offices held. In accordance with the AFEP-MEDEF Code, the Supervisory Board conducted a formal assessment of the composition, organization and activities of the Board and its committees. The proposals of the CAG Committee were discussed by the Supervisory Board meeting of December 6, 2018, and short- and long-term areas for improvement identified (see Assessment of the activities of the Supervisory Board and its committees, pages 154 et seq.). The compensation of Executive Board members and, in particular, the assessment of their achievement of quantitative and qualitative criteria in order to determine 2018 variable compensation and the setting of quantitative and qualitative criteria for 2018 variable compensation, was reviewed in-depth by the CAG Committee and then the Supervisory Board.

In accordance with Article L. 225-110 II of the French Commercial Code, the components of compensation paid or awarded to each executive corporate officer in respect of the year ended December 31, 2018 will be subject to the vote of shareholders at the Shareholders' Meeting of April 25, 2019 (these items are disclosed in the tables on pages 385 et seq. of this Registration Document). Furthermore, in accordance with Article L. 225-82-2 of the French Commercial Code, the principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components of total compensation and benefits of all kind, that may be awarded to members of the Executive Board and members of the Supervisory Board in 2019 will be presented for approval to the Shareholders’ Meeting of April 25, 2019. The Supervisory Board is assisted in its decisions by four specialized committees, the Audit Committee, the Finance Committee, the CAG Committee and the CSR Committee All topics addressed in 2018 by the Supervisory Board required the considerable upstream mobilization of these committees. Their activities are set out in Section 3.1.3 of the Registration Document. In accordance with the recommendations of the AFEP-MEDEF Code, the Company conducts a formal assessment of the Supervisory Board’s activities every three years. In 2018, this formal assessment was carried out under the responsibility of the Chairman of the CAG Committee, Roland du Luart, who conducted an individual interview with each Board member, in the presence of the Deputy General Counsel (Corporate). Using a detailed questionnaire, he discussed the composition, organization and activities of the Supervisory Board. This questionnaire was sent to all Supervisory Board members prior to the interviews and served as a framework for the 17 meetings held in October and November 2018. The Committee considered the resulting observations and recommendations and classed the recommendations by order of importance, separately identifying short- and medium-term areas for improvement. It also identified points for attention relating more to operating methods, in respect of which the Executive Board has already taken steps. The Chairman of the CAG Committee presented an overview of this assessment to the Supervisory Board meeting of December 6, 2018. In summary, the Board members highlighted the quality of the Board and its work. Discussions revealed real enthusiasm for the Board and a desire to advance governance issues to satisfy the highest market standards, particularly in the current context of the Group’s transformation. Significant progress was identified on the points raised during the 2015 assessment. Members were shown to have an excellent overall assessment of the composition, organization and activities of Eurazeo’s Board. The dual structure of a Supervisory Board and an Executive Board is appreciated. The balance of powers is respected and, as such, the appointment of a lead independent member was not considered necessary. Assessment of the activities of the Supervisory Board and its committees

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Eurazeo

2018 Registration Document