Eurazeo / 2019 Universal Registration Document

Risk management Risk management and internal control systems

C. Chief Financial Officer

The second line of defense

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 SupervisoryBoard, particularly on priorityrisk areas. The following table summarizesthe types of risk examined specifically by the Board and its committeesaccordingto their respectiveduties.

The Chief FinancialOfficer,who is a memberof the ExecutiveBoard, 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 accountingand financial internal control system: Financial Affairs, 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 4.1.4of this Chapter. The GeneralSecretaryand the Legal Department The General Secretary coordinates the activities of the Legal, Human Resources, CSR and Risk Management teams during the acquisition and divestment phases. 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 compliancewith regulations in countries where Eurazeo is established (France, Luxembourg, China and the United States), is in charge of corporatesecretarialservices for Eurazeo and the companieswithin the consolidation scope, and coordinates the monitoring of legal developments. Finally, the General Secretary monitors the disputes and litigation to whichEurazeo is exposed. 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 recommendationsto strengthen efficiency. It reports hierarchicallyto the Chairwomanof 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 approvedby the ExecutiveBoard and reviewedby the Audit Committee,to which the Audit and Risk Departmentreports on the results of its work, primarily by presenting a summary of the most materialrisks identified; the Risk Department is also responsiblefor 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 duringbusinesstrips. The CSRDepartment The CSR Departmentassiststhe investmentteamwith the performance of CSR due diligence and with monitoringthe investmentsin order to identify all CSR issues, opportunitiesand risks (see Chapter 3, Section 3.1, CSR Strategy). It also implements non-financial reporting, in accordancewith the requirementsof the Non-FinancialPerformance Statementand assists the portfoliocompanieswith the roll-outof their CSR progressplans. The InternalAudit and RiskDepartment The Riskand Internal Audit Department has severalroles:

Focus on:

Strategic risks •

Supervisory Board

Risks relating to investment and • divestment decisions Financial, operating andcompliance risks • Efficiency ofrisk management • and internal control systems Risks relating to employee, societal • and environmental issues

Finance Committee Audit Committee

CSR Committee

First lineof defense B. The ExecutiveBoard andthe ExecutiveCommittee As of December 31, 2019, the Executive Board had four members (the Chairwoman, the Directeur General 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 interestsrequire. The Executive Committeemeets atleast once a month.It is responsible for implementing and monitoring Group strategy. Eurazeo PME and Idinvest Partners 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 resources development,as well as innovation and digitization projects. It comprises members of the Executive Board, three Managing Partners (in charge of Eurazeo Developmentand the Capital and Patrimoine investment divisions), the Human Resources Director and two membersof the IdinvestExecutive Board. Division Investment Committees The InvestmentCommitteesin each division have full responsibilityfor investment, divestment and build-up decisions. They include both Eurazeo employees andexternalexperts. Division investmentteams 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 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.

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2019 UNIVERSAL REGISTRATION DOCUMENT