Eurazeo / 2018 Registration document

GOVERNANCE Management and Supervisory Bodies

SPECIALIZED COMMITTEES 3.1.3 The Supervisory Board has four specialized, permanent committees to laid down by charters, the principles of which are listed below. These help in the decision-making process. Although the term of Committee charters are appended to the Internal Rules of the Supervisory Board membership coincides with the member's term of office on the (see Section 3.1.4 of this Registration Document). The composition of Supervisory Board, the latter can change the composition of its committees is given as of the date of filing of this Registration committees at any time and remove a member from a committee if Document. necessary. The tasks and rules of operation of the four committees are Audit Committee

Gender balance

Members as of December 31, 2018 Anne Dias, Chairwoman JCDecaux Holding SAS (represented by Emmanuel Russel )

Number of members (1) 4 Independent members 3

2 Men

2 Women

Stéphane Pallez Georges Pauget Jean-Pierre Richardson, non-voting member

Attendance rate 100%

(1) excluding non-voting member.

The members of the Audit Committee combine their skills in the fields of business management, economics and finance (see their professional experience in Section 3.1.2.3, Offices and positions – Management experience and expertise). In accordance with the law, the Audit Committee assists the Supervisory Board in examining questions relative to the preparation and verification of accounting and financial information, which notably involves: monitoring: • the financial information preparation process, • the efficiency of internal control and risk management • procedures, the audit of the annual separate and consolidated financial • statements by the Statutory Auditors, Statutory Auditor independence; • authorizing the provision of non-audit services (not detailed in • Article L. 822-11 II and Article L. 822-11-1 I of the French Commercial Code) by the Statutory Auditors. Audit Committee meetings are called by its Chairwoman. Meetings may also be called at the request of the Chairman of the Supervisory Board or the Chairwoman of the Executive Board. The Audit Committee met five times in 2018. During its meetings, the Committee dealt with the following main topics: production and communication of accounting and financial • information: review of the separate and consolidated annual financial • statements for the year ended December 31, 2017 (with a specific focus on financial asset valuation procedures and impairment tests on goodwill and indefinite-life intangible assets), review of the separate and consolidated interim financial

statements for the six months ended June 30, 2018, and review of the schedule and closing options for the 2018 annual consolidated financial statements, review of consolidated earnings forecasts, • review of the methodology used to determine NAV, the • valuation of investments and the conclusions of the independent appraiser, review of the cash and funding positions at the date of each • Committee meeting, and annual review of the cash management policy and activity, review of draft statements related to the annual financial • statements for 2017 and the interim 2018 results, annual review of the financial communication and investor • relations policy and activity; risk management and internal control: • review of the main risks and litigation, • review of the 2018 Internal Audit plan and the findings of Internal • Audit assignments, review of work undertaken to prevent fraud and corruption; • work of the Audit Committee: • interviews with financial and internal audit, • update on stock market ethics, • authorization of the provision of non-audit services by the • Statutory Auditors; presentation and points raised by the Statutory Auditors: • review of the findings of the Statutory Auditors, and review of • budgeted fees for 2018. Attendance fees allocated to Committee members in respect of fiscal year 2018, in proportion to their attendance at meetings, totaled €96,250 (including €26,250 for the Chairwoman).

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Eurazeo

2018 Registration Document