Eurazeo / 2019 Universal Registration Document

Governance Organization and activities of the Supervisory Board

Implementation of the “Comply orExplain” rule Pursuant to the “ Comply or Explain ” rule laid down in Article L. 225-37-4of the French Commercial Code and in Article 27.1 of the AFEP-MEDEF Code, the Companybelieves that its practicescomplywith the recommendationsof the AFEP-MEDEFCode. However,certain provisionshave not been applied forthe reasons set out inthe tablebelow.

Provisions ofthe AFEP-MEDEFCode not complied with

Explanation

18.1 Compositionof theCAGCommittee

The CAG Committee “ mustnot containany executive corporateofficerandmustmostly consist of independent directors ”.

The CAG Committee has six members, including threeindependentmembers, i.e. an independencerate of50%.Since February 5, 2019, the Committeeis chairedby Georges Pauget, who has been an independent member of the CAG Committee since August 30, 2010. The Chairmanhas the castingvote ifvotingis tied on the committee, thereby strengthening the Company's compliance with the spiritof the AFEP-MEDEFCode. The Supervisory Board meeting of March 8, 2018, athe recommendationof the CAG Committee,unanimouslydecidedto suspend Virginie Morgon’s employment contract with effect from March 19, 2018. The option ofterminatingthe employmentcontractby contractual termination or resignation was not adopted as the CAG Committee consideredit unfair to threaten the social welfare benefits (pension) enjoyed by VirginieMorgon since she joined Eurazeo on December 18, 2007. In allevents,theCompanycomplieswith the conditions tipulated in the AFEP-MEDEF Codeon executivecompensation, as thebenefits associated with er employment contract in the event of its termination will not be cumulated with the benefits of commitmentsgiven bythe Company in respect of herduties as Chairwoman of the Executive Board. The Supervisory Board’s decision also complies with the positionof the FrenchFinancial Markets Authority (AMF), which considers thata companycomplies withthe AFEP-MEDEF Code where an executive’s employment contract is retaineddue to their senioritywith the Company and theirpersonal situation andtheCompanyprovidesdetailedjustification. The annualgrant ofstockoptionsandperformance shares to employeesandexecutive corporate officers was exceptionally carried out in two plans in 2019 due to the fact that the dilution limit was reached with the first plan in February. The secondplan was therefore implemented in June followingthe renewal ofthe appropriate authorizations at the Extraordinary Shareholders’Meetingof April 25,2019.At the end ofthese two plans, the aggregate amount of options or sharesgranted to executive corporateofficers was consistent with the voted compensationpolicyandfully in line with that of the previous year’s grant.

22 Terminationof employmentcontractin caseof appointmenttocorporateoffice When an employee becomes an executive corporate officer, the AFEP-MEDEF Code recommends terminating “ his or her

employment contractwith the Companyor with acompany affiliated to the Group, whetherthroughcontractualtermination or resignation .”

25.3.3 Long-termcompensationof executivecorporateofficers Provisionsspecific to stock options and performance shares.

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The Board mustensurethatawardsare made atthe samecalendarperiods,e.g. after the publication of the financial statements for the previous financial year, andshouldpreferablydo soeachyear.

Recommendations of the High Council for Corporate Governance (HautComité de Gouvernement d'Entreprise,HCGE) In 2019, the HCGE did not issue any recommendations to the Company regarding explanations provided in the 2018 Registration Documentpursuant toapplication of theAFEP-MEDEFCode. Statements relatingto corporategovernance Personal information regarding Executive Board and Supervisory Board members There are no family ties between members of the Supervisory Board and members of theExecutive Board.

A member of the Supervisory Board, Olivier Merveilleux du Vignaux, is the son-in-lawof the Chairmanof the Supervisory Board. To the best of Eurazeo's knowledge, no member of its Supervisory Board or Executive Board has been convicted of fraud in the past five years. None of the members of the Supervisory or Executive Boards has been involved in a bankruptcy, receivership or liquidation over the past five years, and none has been incriminatedand/or sanctioned by a statutory or regulatory authority. None has been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer, or from acting in the management or conductof the affairsof an issuer inthe past five years.

/ EURAZEO

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2019 UNIVERSAL REGISTRATION DOCUMENT