Eurazeo / 2018 Registration document

GOVERNANCE Risk management, internal control and main risk factors

Processes for the preparation and processing of financial information (see Section 3.4.1.4) Cash management and financing

throughout the life of an investment opportunity or a company within the portfolio; the second line of defense: the Corporate teams, and primarily the • CSR, Risk Management, Legal, Human Resources and Finance Departments, represent the second rampart for the detection and prevention of risks during both the acquisition and transformation phases. and the specialized committees The Supervisory Board permanently oversees the management of the Company by its Executive Board. It also refers to the work and opinions of the specialized committees to which it has assigned tasks. Under the Bylaws and/or the law, a certain number of transactions, including some that pertain to the investment business, require prior authorization by the Supervisory Board, in particular: the partial or full disposal of investments, where the transaction • amount exceeds €200 million (1) ; the appointment of one or more Eurazeo representatives to the • Boards of any French or non-French companies in which the Company holds an investment with a value equal to or greater than €200 million (1) ; the acquisition of a new or additional investment in any entity or • company, or any acquisition, exchange or disposal of shares, property, receivables or securities involving an investment by Eurazeo of more than €200 million (1) ; agreements regarding debt, financing or alliances, whenever the • total amount of the transaction or agreement, performed in one or more stages, exceeds €200 million (1) . Upstream of these transactions, the Supervisory Board relies on the opinion and recommendations of the Finance Committee, which can also be consulted on projects of less than €200 million. As part of its duties, the Audit Committee plays a role in the oversight of the internal control and risk management system. In this respect, the Internal Audit and Risk Department reports the conclusions of its procedures to this committee at least twice annually and brings to its attention the most important risk topics. The CSR Committee monitors CSR aspects, primarily to enable Eurazeo to best anticipate the risks relating to employee, societal and environmental issues. The Committee refers to the work of the CSR Department. Each Board Committee Chairman reports on their Committee’s work to the Supervisory Board, particularly on priority risk areas. The following table summarizes the types of risk examined specifically by the Board and its committees according to their respective duties. Focus on: Supervisory Board Strategic risks • Finance Committee Risks relating to investment and • divestment decisions Audit Committee Financial, operating and compliance risks • Efficiency of risk management and • internal control systems CSR Committee Risks relating to employee, societal and • environmental issues Governance: the Supervisory Board A.

Depending on the investment and divestment schedule, the level of Eurazeo's available cash can vary significantly and can sometimes reach substantial levels. As of December 31, 2018, Eurazeo SE had available cash of €427.6 million. Close attention is therefore paid to the appropriate management of cash-related risks. The Director of the Capital Markets, Financing and Treasury Department is in charge of the daily control of cash transactions. Control activities are part of compliance with the policy and prudential rules laid down by the Treasury Committee (see also Section 3.4.2.10, page 200 on Liquidity risk and Counterparty risk). They notably cover the strict application of delegation of authority procedures, the monitoring of investment performance, the monitoring of counterparty risk, the analysis of changes in the cash position over the period, the preparation of cash forecasts, and the issue of alerts and recommendations to the Treasury Committee. Furthermore, the Director of the Capital Markets, Financing and Treasury Department leads the acquisition financing operations. He assists the investments teams by negotiating with financial partners to optimize financial terms and conditions. Monitoring by Audit Committees of risks specific to investments The creation of an Audit Committee in the majority of investments is key to the organization of exemplary governance (see Section 2.1.2, page 84). These committees meet once every quarter on average. The Eurazeo Chief Financial Officer, a member of the dedicated investment team and Eurazeo's Internal Audit and Risk Department are generally present or represented. Observations made following procedures during the acquisition phase, internal audits, monitoring of risk mappings and Statutory Auditor procedures are reviewed during these Committee meetings. This process is part of the system ensuring Eurazeo Audit Committee members have the information necessary for the performance of their duties, and notably information on the efficiency of risk management and internal control systems. Risk management players 3.4.1.2 All executive corporate officers and employees have responsibilities and powers that contribute, at their level, to the proper operation of the system and the achievement of objectives. The current organizational structure is based primarily on the association of responsibilities, tasks and delegations of authority of certain highly involved bodies and functions. In analyzing the contribution of the different risk management players, three groups can be identified: governance: the Supervisory Board and three of its specialized • committees, the Finance Committee, the Audit Committee and the CSR Committee; the first line of defense: this comprises direct contributors to the • identification, investment decision, transformation and portfolio enhancement stages. Members of the Executive Board and the Executive Committee and investment and investment opportunities sourcing teams represent the frontline of defense

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Article 14 of Eurazeo SE’s Bylaws. (1)

Eurazeo

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2018 Registration Document