Eurazeo / 2019 Universal Registration Document

Governance Members of the Supervisory Board

PRINCIPLESGOVERNINGTHE COMPOSITIONOF THE SUPERVISORY BOARD 5.3.2 In accordance with the recommendations of the Corporate Governance Code as revised by AFEP and MEDEF in January 2020 (hereinafterthe “AFEP-MEDEFCode”) and having heard the opinion of the CAG Committee,the SupervisoryBoard reviewed its activities and composition and the composition of its committees, examining in particular the independence and diversity of its members (male/female representation, age and nationality, qualifications and professional experience). Pursuant to Article L. 225-37-4 of the French Commercial Code, the following table sets out the main principles of the diversity policy as applied to members of the Supervisory Board and the objectives of this policy as identified by the internal review of the Supervisory Board conducted in2019.

SupervisoryBoard diversity policy Criteria Objective

Implementation/results

Balanced representation of men andwomenon the Board.

Femalerepresentationon the Board

46% 46% 46%

50

38%

40

30

20

10

0

Composition of the Board

2016

2017 2018 2019

Continue efforts to diversify the profiles ofSupervisory Board membersin linewith the strategy, with a focuson profiles with a holistic viewof the Companyandexperience in the new economy, realestate, manufacturing or privateequity.

Expertise: Experiencein the neweconomyandmanufacturing: • Appointment ofAmélieOudéa-Castéra in 2018. Holisticviewof the company:Appointment ofPatrick • Sayerin 2018. PrivateEquity experience: Appointment of Patrick Sayer • andRobertAgostinelli(non-voting member) in 2018. The termof officeof Christophe Aubutwas renewed to represent employees by the SECduringthe meeting on February 14, 2019, effectiveas ofDecember14, 2019. Duringthis samemeeting,the SECappointeda second memberto represent employees, Vivianne Akriche. The termof officeof Françoise Mercadal-Delasalles, an independent member of the Board since 2015, was renewedduring the Shareholders’ Meetingof April 25, 2019. The Shareholders’Meeting ofApril 30, 2020wasasked to renew the termof officeof Victoirede Margerie, an independent member of the Board since 2012, as well as GeorgesPauget, an independent member of the Board since 2010. Between 2016and2019,the average age ofBoard members decreased from 61 to 59 yearsold. In 2019,three ofthe 14 memberswereover70 yearsof age (21%). 54% ofBoard membersare independent.

05

Presence oftwo memberson theBoard representing employees.

50% independentBoard members in accordance with the AFEP-MEDEF Code.

Be attentive,when renewing terms of officeor appointing new members, to ensuring compliance with the AFEP-MEDEF Code regardingthepercentage of independentmembers on the Board andcommittees.

Independenceof Boardmembers

Ensure age diversitywithin the Supervisory Board.

Ageof Board members

The number ofSupervisory Boardmembersagedover seventy maynot exceedone-third ofthe totalnumber ofSupervisory Board membersat any time(Articles 11.1 ofthe Bylaws).

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2019 UNIVERSAL REGISTRATION DOCUMENT