Eurazeo / 2018 Registration document

GOVERNANCE Risk management, internal control and main risk factors

First line of defense B. The Executive Board and the Executive Committee As of December 31, 2018, the Executive Board had four members (the Chairwoman, the Directeur Général Finances – CFO, Eurazeo’s General Secretary and the Chairman of the Eurazeo PME Executive Board). It generally meets twice a month and as often as Eurazeo's interests require. The duties of secretary of the Executive Board are performed by the Executive Office Director. The Executive Committee meets at least once a month and is responsible for implementing and monitoring value creation strategies for Eurazeo. Eurazeo PME and Idinvest have retained their own governance structure (for investment and divestment decisions). It supervises the diversification strategy, the ongoing international deployment, the fundraising strategy, the operational performance of our portfolio companies, the analysis of our market environment, external growth operations, human resource development, as well as innovation and digitization projects. It comprises members of the Executive Board, three Managing Partners (in charge of Eurazeo Development and the Capital and Patrimoine investment divisions) and the Human Resources Director. Division Investment Committees The Investment Committees in each division have full responsibility for investment, divestment and build-up decisions. They include both Eurazeo employees and external experts. Division investment teams In the various divisions, the members of the dedicated investment teams perform the diligences required by investment procedures for the appraisal of investment opportunities, the optimization of acquisition and financing strategies, the monitoring of investments and the preparation of disposals (see detailed description in Section 3.4.1.1). The teams generally comprise three members per deal/investment. For each investment or divestment project, the teams notably present the key risks identified and the related mitigation plans. The Chief Financial Officer, who is a member of the Executive Board, is responsible in particular for preparing the financial information produced for use within the Company or outside the Company. He coordinates the activities of several departments that are at the heart of the accounting and financial internal control system: Accounting and Tax, Consolidation, Management Control, Treasury-Financing and Investor Relations. As a member of the Executive Board, he provides a link between the people who prepare and control the financial information and the Executive Board. The internal control system governing accounting and financial reporting is presented in Section 3.4.1.4. (page 193). The General Secretary and the Legal Department The General Secretary coordinates the activities of the Legal, Human Resources, CSR and Risk Management teams during the acquisition phase. These corporate teams work hand-in-hand with the investment teams using, in particular, a common risk identification tool. The Legal Department assists the investment team with analyzing investment and divestment transactions and monitoring the companies in which Eurazeo invests. Generally, it oversees compliance with legislation and regulations in countries where Eurazeo and its holding companies are established (France, Luxembourg and the United States), is in charge of corporate secretarial services for Eurazeo and the companies within the consolidation scope, and coordinates the monitoring of legal developments. The second line of defense C. Chief Financial Officer

Finally, the General Secretary monitors the disputes and litigation to which Eurazeo is exposed.

The Internal Audit and Risk Department The Risk and Internal Audit Department has several roles: it takes part in risk assessment and the conduct of due diligences • during the investment project vetting phase, alongside the investment teams and the Legal and CSR Departments. It also assists portfolio companies with the implementation of their post-acquisition priority projects, notably with respect to compliance. Its attendance at Audit Committee meetings of investments (as a permanent guest) is an effective risk monitoring driver over time; it assesses Eurazeo's risk management and internal control • processes and issues recommendations to strengthen efficiency. It reports hierarchically to the Chairwoman of the Executive Board, and functionally to the General Secretary. It also performs audits on the Eurazeo scope and in certain investments. The annual audit plan is approved by the Executive Board and reviewed by the Audit Committee, to which the Audit and Risk Department reports on the results of its work, primarily by presenting a summary of the most material risks identified; the Risk Department is also responsible for insurable risks. Eurazeo • has insurance policies with top-tier insurance companies. In particular, these policies cover: third-party liability for Eurazeo's corporate officers and representatives working at its subsidiaries and at companies in which it holds stakes, as well as professional third-party liability; fraud; cyber risks; “all risks with exceptions” relating to business premises; third-party liability for business operations and;personal accident insurance, covering Company employees during business trips (“personal accident” contract). The CSR Department The CSR Department assists the investment team with the performance of CSR due diligence and with monitoring the investments in order to identify all CSR issues, opportunities and risks (see Section 2.1. A proactive CSR strategy). It also implements non-financial reporting, in accordance with the requirements of the Non-Financial Performance Statement and assists the portfolio companies with the roll-out of their CSR progress plans. The contribution of transversal committees The creation of a certain number of committees that bring together various functions of the organization promotes the interaction required for the internal control system to work properly. The Risk Committee The Risk Committee meets once a month. It comprises the Chief Financial Officer, the General Secretary, the Managing Director of Eurazeo Capital, the Risk Director and an Eurazeo PME Managing Partner. It focuses on priority risks and monitors the implementation of related risk mitigation action plans, as well as progress with the work of the Risk Department. The Management Committee The Management Committee, chaired by the Chief Financial Officer, brings together all managers in charge of corporate functions at Eurazeo SE. It meets twice a month to discuss current issues and ongoing projects that cut across the Company. The Treasury Committee The Treasury Committee primarily comprises the Chief Financial Officer, the Deputy Chief Financial Officer, the Director of the Capital Markets, Financing and Treasury Department and the Treasurer. It meets once a month. Its role consists in defining the treasury policy to be implemented, and adapting it in line with market conditions and the operating needs of Eurazeo SE.

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Eurazeo

2018 Registration Document