Eurazeo / 2018 Registration document

GOVERNANCE Management and Supervisory Bodies

Composition of the Board The Board members considered the composition of the Board to be highly satisfactory, with a true diversity of profiles and expertise. The recent appointments to the Board – Anne Dias (2017), Amélie Oudéa-Castera (2018), Robert Agostinelli (2018) and Patrick Sayer (2018) – enabled the percentage of women on the Board to be maintained at a high level and contributed timely international American expertise given Eurazeo’s developments on this continent. Among the areas of improvement, the Board selected in particular: Seek to maintain a tightened Supervisory Board, with the objective • of reducing the current number of members (13) over a period of three years, to be taken into account when considering the renewal of more than half the current terms of office between 2019 and 2021; 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. Organization of the Board The organization of Board meetings and the frequency and duration of meetings were considered appropriate by Board members. Members are encouraged to speak and are free to express their opinion. The quality of contributions was highlighted, as well as the transparency with which issues are considered. The Board selected the following areas of improvement: Hold an Executive Session, without Executive Board members • present or a specific agenda, when a request is submitted to the Chairman of the Board (or the relevant Committee) by a Board member; Increase the minimum number of meetings per year to five to • include, in the same way as the strategy meeting, a theme-based meeting focusing, for example, on risks, CSR or governance.

Activities of the Board The majority of Board members consider the information communicated to them to be transparent, adequate and of a high quality. The agenda reflects all relevant issues and current affairs. The Board is broadly involved in the Company's strategy and has identified the following areas of improvement for the coming year: Include in the annual strategic review, a review of the performance • plan and the various alternative scenarios given the cyclical nature of certain businesses; Include on the agenda of the CAG Committee, the formal • documentation of the continuity plan, for which the Executive Board will propose short- and medium-term operational succession plans; Propose a welcome program for new members, including • meetings with Executive Committee members, as well as a training session on the different businesses of the main investments; Include on the agenda of the Supervisory Board, once annually, a • presentation of the risk mapping by the Audit Committee; Propose a manual on the rights and responsibilities of Board • members and occasional presentations by external exerts, in particular on legal developments. Finally, certain recommendations concern more specifically the activities of the committees. The Board therefore proposed to extend the duties of the Compensation and Appointment Committee to include governance issues. This extension was accompanied by a change in the Committee’s name to the Compensation, Appointment and Governance Committee (the “CAG Committee”). It is also proposed to review the activities of the Finance Committee to achieve a better balance between its activities and those of the Board.

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2018 Registration Document