Eurazeo / 2019 Universal Registration Document

Risk management Risk factors

Dependency onkey personnel 4.2.1.4

HIGH Risk that thedeparture orprolonged absence of one orseveralkeypersonnel ( de facto or de jure ) affectsthe successfulconduct of Eurazeo’s activities and/or theactivities of one of its portfolio companies Eurazeo'scapacityto seize the right investment opportunities, to optimize th engineeringof its acquisitionsandto capitalizeon the value-creation potentialof its investments relies on its reputation, its networks, the skill andexpertise ofits Executive Board members and its InvestmentOfficers. As such,the departure ofoneor several ofthese key peoplecouldhavean adverseimpacton Eurazeo'sbusinessandorganization.Sucha departure could alter not only the deal f ow andprojects underway at the time,butcouldalsoaffect the management of Eurazeo'steams andthe Company's relations with the managementof its investments or with its investment partners in the case of third-party management activities. Moreover, with regard to third-partymanagement,key people clauses are generally included in fund rules. If there are significant changes to the managementeam overseeing an investment program, activation of the key people clause can entitle investment partners to review their fund liabilities (e .g. suspension of investmentsuntila suitablesuccessoris foundforthedeparting key personnel). Similarly, the departure, prolonged absence or loss ofconfidenceof key peoplein themanagementteam ofone ofour investments, for whatever reason, could have an impact on operationsandthe implementation of the investment'sstrategy. The existence of a shared investment vision with management is centralto Eurazeo'sinvestment criteria.Duringthe developmentphase, Eurazeo's teams andthe managementeams of each investment work to set out a clearvision ofthe goalsto be achievedandaction to betaken in the short-, medium- and long-term. The management of the Company's investments plays an important role in adaptingto economic conditions. To minimize this risk, Eurazeo makes the alignment of the interestsof investment shareholders, teamsandmanagementa key factor in promoting the continuity of managementteamsand valuecreation, notably through co-investment mechanismsandthe progressive vesting of rights under instruments, such as performance shares. The Company also places emphasis on its close, regularndstrongrelations with management teams in its investments and the preparation of the succession of key people. Finally, closeattention ispaid to the drafting of key people clauses in the co-investment fund rules. Potentialeffects The investments ofoneor several investment funds are suspended • until the key personnel is/are replaced, pursuant to the key people clause Negativeeffect onEurazeo’sdealflow • Negativeeffect onEurazeo’simage,affectingits ability to recruit • talent and/or raise funds Underperforming portfolio company • Examples of risk mitigation measures Alignment ofintereststhroughco-investment contracts • Succession plans / Competitive job conditions • Drafting qualityof keypeople clauses in fund rules • Sharing the investment vision with portfolio companymanagement •

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2019 UNIVERSAL REGISTRATION DOCUMENT