The highlights mentioned below are a selection of the events and transactions that took place during the year for the Group and each of the strategies.

• ANomination of a new Executive Board, composed of two Co-Chief Executive Officers: Christophe Bavière and William Kadouch-Chassaing as well as Sophie Flak, Managing Partner - ESG and Digital and Olivier Millet, Managing Partner – Small-mid buyout & NovSanté. This new Executive Board, appointed unanimously by the Supervisory Board, has been given the mission to accelerate Eurazeo’s development towards third-party asset management, optimize the capital allocation and continue to improve the Company’s financial and non-financial performance for the benefit of its clients and shareholders;

• ASet-up of a Management Committee with 23 members. It is responsible for defining, implementing and monitoring Eurazeo’s strategic directions. As such, it ensures the execution of the strategy of diversifying our investment sectors and asset classes, international deployment, fundraising, analysis of our market environments and our external growth operations;
• AOn November 30, 2023, Eurazeo held a Capital Markets Day to inform the market of its strategic plan and ambitions for 2027: become the leading private asset manager in Europe across mid-market, growth & impact segments;
• AFor the second year in a row, Eurazeo won the Best Overall Fundraising: Secondary category award in the Private Equity Wire European Awards 2023;
• AEurazeo obtained the A score from the Carbon Disclosure Project (CDP), underlining its unwavering commitment to environmental transparency and combating climate change;
• AFundraising totaled €3.5 billion, up 21% compared to 2022;
• AThe Wealth Management team signed two new partnerships with Moonfare and iCapital to make Eurazeo’s investment solutions more accessible to private clients in Europe, particularly Germany, Benelux, Italy and Switzerland.

• AEurazeo has completed a £355 million investment in BMS Group, a leading independent (re)insurance broker based in London (34% of its share capital). Eurazeo and its affiliates joined BMS alongside its existing shareholders British Columbia Investment Management Corporation (BCI), Preservation Capital Partners (PCP) and BMS’ management and employees;

• ASuccessful fundraising by Eurazeo Capital V, with an initial close at €2.3 billion, including around €600 million from third parties. This initial fundraising by Eurazeo Capital V is an important milestone in the Group’s shift towards managing assets for third parties;
• AEurazeo and its affiliates announced the sale of their investment in DORC (Dutch Ophthalmic Research Center) to Carl Zeiss Meditec AG for an enterprise value of approximately €1 billion. Eurazeo has supported the company as a majority shareholder since 2019;
• AEurazeo and its partners Ardian, Mérieux Equity Partners and Eximium sold their investments in the Humens group to Leto Partners. The capital invested has generated a gross cash-on-cash multiple of 2.7x and an internal rate of return (IRR) of 65% since the Seqens group’s carve-out in December 2021.

• AEurazeo sold Vitaprotech, the French leader in premium security solutions for sensitive sites. The transaction generated an initial investment multiple of 3.3x and an internal rate of return (IRR) of 32%, i.e. total divestment proceeds of €139 million for the funds managed by Eurazeo received in January 2023. Supported since July 2018 by Eurazeo, the Group tripled in size in 4 years with strong organic growth;

• AEurazeo completed a partial exit from Groupe Premium following an equity contribution of €400 million from Blackstone to support the company’s strong growth. The transaction valued the company at €1.15 billion. The funds managed by Eurazeo realized a cash-on-cash multiple of 3.3x, i.e. around €320 million, of which €135 million was reinvested in the operation to support the Group’s steady growth;

• AEurazeo completed a sale and reinvestment in EFESO Management Consultants through its successor fund, as part of a co-control framework with TowerBrook Capital Partners and the management team. Since 2019, Eurazeo has been the majority shareholder of EFESO, a leading international consulting pure player in operations strategy and performance improvement. This transaction generated divestment proceeds of €164 million for Eurazeo, representing a multiple of 3.0x. As part of the reinvestment, the Eurazeo managed funds invested a total of €113 million.

• AThe Venture team participated in the series B fundraising of Exotrail, a space mobility operator based in France which proposes products focusing on satellite mobility, optimizing their deployment, increasing their service performance, and reducing space pollution;

• AThe Venture team participated in the US$20 million financing of the startup Cado specializing in cybersecurity, and based in the UK, to further its global expansion and drive the company’s innovation;
• AEurazeo completed the final closing of its smart city and climate investment program at €400 million, exceeding the initial target. Altogether five sovereign wealth funds and development institutions, EIF, Bpifrance, PFR, F.R.C and KVIC, joined by 18 corporations in Europe and Asia, support the new fund.

• AIn July 2023, Ms. Hala Fadel was appointed as Managing Partner in charge of Eurazeo’s Growth strategy. In this role, she joins Eurazeo’s Management Committee;

• AThe Eurazeo Growth team was strengthened with the arrival of Raluca Ragab as Managing Director and Head of the Growth activity in the UK;
• AEurazeo was lead investor in the US$210 million Series D financing round of Aiven, a software developer combining the best open source technologies and a cloud infrastructure. The start-up seeks to provide public access to data technologies, reduce the environmental impact of cloud services and boost diversity and inclusion within the company and in the technologies sector;
• AEurazeo invested in Commercetools, a digital platform enabling retailers, brands and manufacturers to produce their own business solutions (e-commerce and omnichannel).

• AThe Private Funds Group team won the Best French LP: Regional Strategy award at the Private Equity Exchange & Awards organized by Décideurs Corporate Finance. This rewards the track record of our European funds spanning over 20 years, making Eurazeo one of the top private fund investors in Europe.

• AEurazeo announced the successful closing of its sixth direct lending fund at €2.3 billion, including €2.1 billion from third parties, thereby exceeding the initial target of €2 billion. Adding in the €900 million raised from retail investors, the total scale of Eurazeo’s Private Debt program reaches €3.2 billion;

• AEurazeo, via its Corporate Financing business and its Eurazeo Corporate Relance (ECR) fund, invested in Patriarche, a multi-discipline architecture group founded in 1960 and ranked among France’s top five architecture firms. Eurazeo Corporate Relance (ECR) is an investment fund focused on successful, robust, family-owned small and medium-sized businesses;
• AEurazeo is supporting the acquisition of Italian project management business EXA Group by Montefiore Investments;
• AThrough its Corporate Financing business and its Eurazeo Corporate Relance (ECR) and NOVI 2 funds, Eurazeo became a new investor alongside Trocadero Capital Partners and Bpifrance in Eowin;
• AEurazeo’s Private Debt team financed the acquisition of Inke by Keensight Capital through a unitranche credit facility. The transaction is the 8th sponsor-led financing arranged in the Iberian Peninsula;
• AEurazeo invested in CTN Groupe via its Corporate Financing business and its Eurazeo Corporate Relance (ECR) and NOVI 2 funds;
• AEurazeo, via its Insurtech fund backed by the insurer BNP Paribas Cardif, invested in Igloo’s US$36 million Pre-Series C funding round in Singapore, with participation from Openspace and La Maison;
• AEurazeo completed a 5th transaction totaling €22.5 million for the Eurazeo Sustainable Maritime Infrastructure (ESMI) fund. This investment consists in the financing of the first next-generation zero-emission short sea container vessel, being launched by the Samskip Group.

• AEurazeo, via its Eurazeo Transition Infrastructure Fund, invested in regional data center provider Etix Everywhere to support its carbon emission reduction trajectory. The latter, specializing in local colocation services, is pursuing its sustainable expansion with strategic acquisitions such as CIV France;

• AEurazeo Transition Infrastructure Fund (ETIF) completed a second closing, bringing total commitments to around €420 million, i.e. around 80% of its initial target size, only 3.5 months after its first closing. This closing sees further diversification of the investor base, which includes global institutional investors and capital from both dedicated infrastructure allocations and SFDR Article 9 funds;
• AEurazeo, via its Transition Infrastructure Fund, invested in TSE. Bpifrance and investors from the Crédit Agricole group also took part in this €130 million fundraising round;
• AEurazeo invested in 2BSI via its Transition Infrastructure Fund and will support the group in its decarbonization strategy. Through this transaction, Eurazeo becomes the majority shareholder in 2BSI, alongside its historical investors and the management team.

• AEurazeo’s Real Estate team let 100% of space in the Highlight campus to Grape Hospitality, Compagnie des Fromages, RichesMonts, CBRE GWS and Comexposium. This modern 24,000 m2 campus in Courbevoie overlooking the Seine river already houses the headquarters of Kaufmann & Broad and the Seine-Normandie water agency (AESN).

At the end of 2023, the net value of the investment portfolio was €8,319 million, up +6%. Taking into account the +3% positive effect of share buybacks, the portfolio value per share rose +9% to €109.6.

Most divisions contributed to investment portfolio net value growth in 2023, with portfolio value creation of 1%:

As of December 31, 2023, assets under management break down as follows:

On January 15, 2024, Eurazeo Group, via its Eurazeo Transition Infrastructure Fund, announced its renewed support in Electra, after having become a cornerstone investor in June 2022 as part of a fundraising round of €304 million.

On January 18, 2024, Eurazeo, via its Nov Santé Actions Non Cotées fund, announced the finalization of its first investment in Kinvent, acquiring a minority stake as part of its €16 million fundraising.

On January 18, 2024, Eurazeo announced that it had acquired a minority stake of around €25 million in Ex Nihilo as part of a minority investment.

On January 23, 2024, Eurazeo, via its Nov Santé Actions Non Cotées fund, announced that it had acquired a minority stake of €22 million in the Oncodesign Services group as part of the acquisition of ZoBio.

On January 25, 2024, Eurazeo announced the appointment of two new members to the Group’s Management Committee: Mrs. Isabelle Mathieu, as Group Chief Human Resources Officer and Mrs. Coralie Savin, as Group Chief Communications Officer.

On March 7, 2024, Eurazeo issued a press release on the closing of the accounts for the year ended December 31, 2023 and proposed an ordinary dividend of €2.42 per share that will be paid out on May 16, 2024.

The Group presented its growth outlook at a Capital Markets Day on November 30, 2023, and its medium-term ambition to become the leading private asset manager in Europe in the mid-market, growth and impact segments. The strategic objectives and financial outlook for the period 2024-2027 presented at this event are confirmed.

The strategy is presented on pages 20 and 21 of Chapter 1 of the 2023 Universal Registration Document.

Managing environmental, social and governance (ESG) considerations and integrating them at the core of the business model is imperative to ensure resilience and long-term performance. They represent a fundamental aspect, fully integrated into Eurazeo’s strategic and operational decisions, just as financial aspects. This is a key differentiating factor, both for investors who entrust us with their capital and for companies that entrust us with their growth.

Taking these issues into account allows to anticipate risks (fiduciary, regulatory and reputation) and market trends, identify future-proof companies and help them adapt their business models to a low-carbon and more inclusive economy. This results in a portfolio that is both resilient and performing. This has been Eurazeo’s conviction for nearly 20 years, making the Group a pioneer and a recognized leader in responsible investment.

The Group’s sustainability strategy, named O+, is structured around two flagship commitments: achieving carbon net neutrality (O) and fostering a more inclusive society (+). It applies to the Group and all portfolio companies. By integrating the environmental and social dimensions in a balanced and cohesive manner, O+ enables Eurazeo to be a driving force towards a just transition. How does this translate in practice?

• AMobilizing capital towards the development of solutions: Eurazeo finances companies that contribute, through their activities, products or services, to climate change mitigation and adaptation, as well as to improving social inclusion. At the end of 2023, they represented €5.3 million of assets under management, up 23% compared to the end of 2022. In recent years, the Group has accelerated these investments, mainly by creating return-first impact funds, with profitability profiles aligned with the best standards in their asset classes. Eurazeo aims to broaden its offer, convinced that impact is a source of resilience, growth and performance, and presents a significant opportunity to develop its assets under management.
• AReducing environmental impact to the fullest: Eurazeo was the first Private Equity firm in Europe to commit to a scientific decarbonization pathway with the Science Based Targets initiative (SBTi). The Group launched a program for portfolio companies, designed to train them on decarbonization and give them access to carbon experts to develop and implement their climate strategy. Beyond climate issues, Eurazeo is committed to aligning its activities with all planetary boundaries, including those related to biodiversity and water.
• AMaximizing social impact and strengthening societal contribution: Eurazeo has a solid culture of diversity, equity and inclusion (DEI). In addition to having set ambitious goals for gender parity within its teams for 2030, the Group actively participates in initiatives aimed at promoting DEI best practices. It also encourages its portfolio companies to adopt fairer and more inclusive practices. Beyond its frontiers, Eurazeo leans into philanthropic projects that foster youth protection and education.
• AMeeting the highest sustainability standards: Eurazeo is regularly recognized for its commitment and steady progress in ESG and impact . The Group leverages globally renowned frameworks and initiatives to shape and implement its O+ strategy and adopts a continuous improvement approach to its processes. Over the years, the Group has established best-in-class practices such as the integration of sustainability objectives into executive compensation and the implementation of an engagement program to raise awareness, train and engage its stakeholders in ESG issues.

The implementation of O+ is detailed in Sections 3.1 Sustainability strategy and 3.2 Non-Performance Financial Statement, as well as in Eurazeo’s Responsible Investment Policy, available on the website.

Eurazeo may be concerned by risks that could affect its investment activity. An internal control and risk management system has been established. It is led by a dedicated department under the supervision of the Executive Board, and serves to identify, prevent and limit the impact of these key risks. ESG is an integral part of the risk assessments conducted.

The analysis methodology is explained in Section 3.4 Methodology.

In 2021, the Eurazeo group refocused its non-financial risk analysis on its investor and asset management activity. This renewed approach was driven by several factors:

• Athe business model’s development towards third-party asset management which represents 69% of assets under management as of December 31, 2023. The Eurazeo business model is presented in Section 1;
• Agrowth in the teams of the investment company Eurazeo SE, the management companies that it controls and its foreign offices;
• Athe desire to strengthen specific presentation, success and progress of third-party asset management, which includes ESG at every stage, from fundraising to investment.

This refocusing also provided an opportunity to clarify the structure of the Group’s ESG publications which are complementary:

• Athis NFPS, refocused around Eurazeo’s activity as an investor and asset manager;
• Athe O+ progress report, published in the second quarter of 2024, which presents ESG progress for assets under management.

On January 1, 2023, Eurazeo determined that it now satisfies the criteria of an Investment Entity as defined in IFRS 10, Consolidated financial statements. This standard provides an exemption whereby Investment Entities need not present consolidated financial statements (see Section 6.1.6 Notes to the consolidated financial statements, Note 1.1 Preamble – Investment company status).

The following factors were also considered by Eurazeo for this refocusing decision:

• Athe sharply dwindling proportion of controlled and consolidated companies in the managed assets, considering the increasing weight of new strategies often invested in minority stakes; accordingly, the ESG issues creating risks and opportunities for controlled companies are too limited to be representative of the entire investor activity of Eurazeo and its portfolio;
• Afor controlled companies, the growing proportion of entities in the portfolio that are smaller than the previously held assets and the lack of companies exceeding the NPFS thresholds within this scope;
• Athe movements (portfolio entries and exits) which make the ESG data for the scope of controlled companies incomparable from one year to the next.

Accordingly, in the 2023 NPFS, Eurazeo presents non-financial risk factors for the following scope:

• AEurazeo SE, the investment company listed on Euronext Paris;
• AEurazeo Funds Management Luxembourg, an AIFM portfolio management company certified by the Commission de Surveillance du Secteur Financier, the Luxembourg financial services regulator, under registration number A00002174;
• AEurazeo North America, an asset manager governed by US law, which obtained the status of US Investment Advisor with the Securities and Exchange Commission on June 28, 2019;
• AEurazeo UK Limited, a subsidiary of Eurazeo SE governed by UK law, certified by the Financial Conduct Authority (FCA), the UK financial services regulator, since May 23, 2022;
• AEurazeo Infrastructure Partners, a portfolio management company certified by the AMF as an alternative investment fund manager (AIFM) within the meaning of Directive EU/2011/61, under the registration number GP202173;
• AKurma Partners, a portfolio management company certified by the French Financial Markets Authority (AMF) as an alternative investment fund manager (AIFM) within the meaning of Directive EU/2011/61, under the registration number GP-09000027;
• AEurazeo Global Investor, a portfolio management company certified by the AMF as an alternative investment fund manager (AIFM) within the meaning of Directive EU/2011/61, under the registration number GP97-117 (33).

This is a scope comprising a total workforce of 441 employees as of December 31, 2023.

The non-financial risk factors specific to the Group’s investor and asset manager activity reflecting the policies rolled out and coordinated by Eurazeo are as follows:

The report covers the calendar year from January 1 to December 31, 2023. Eurazeo’s Non-Financial Performance Statement has been included in its Universal Registration Document every year since 2011.

(For the year ended December 31, 2023)

This is a free translation into English of the Statutory Auditor’s report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

Eurazeo SE
1, Rue Georges Berger
75017 Paris, France
To the Shareholders,

In our capacity as Statutory Auditor of Eurazeo (hereinafter the “entity”), as requested, we hereby report to you on the consolidated non-financial performance statement for the year ended December 31, 2023 (hereinafter the “Statement”), included in the 2023 Universal Registration Document, prepared pursuant, on a voluntary basis, to the legal and regulatory provisions of Articles L. 225-102-1, R. 225-105 and R. 225-105-1 of the French Commercial Code (Code de commerce).

Pursuant to Article L. 225-102-4 of the French Commercial Code, Eurazeo’s Vigilance Plan aims to cover reasonable vigilance measures to identify risks and prevent serious harm to human rights and fundamental freedoms, personal health and safety and the environment, resulting from Eurazeo activities and the activities of companies which it controls directly or indirectly, as well as the activities of subcontractors or suppliers with which it has an established business relationship, when these activities are linked to this relationship.

This vigilance approach is aligned with the Eurazeo’s ESG strategy described in this document in Section 3.1 as well as on the Eurazeo’s website in the Responsibility and Impact section. This Section 3.6 aims to only cover the specific provisions relating to the Duty of Vigilance Law.

Actions to encourage best practices to prevent risks of serious harm to human rights, fundamental freedoms, personal health and safety and the environment in this Vigilance Plan are reasonable due diligence actions which should be implemented by Eurazeo, Eurazeo’s suppliers, companies controlled by Eurazeo and their own suppliers. It is recalled that the companies controlled by Eurazeo are extremely varied in nature. Accordingly, the Vigilance Plan cannot be applied uniformly across the entire scope or be considered to cover all the risks of each entity; each company must therefore initiate and adapt this plan to reflect its effective risks.

As part of a continuous improvement approach, this plan will be regularly reviewed and there will be close collaboration between the ESG department and the different departments involved: audit and risks, legal and HR.

Eurazeo is a leading European investment group in asset management for institutional and private clients. Its mission, as a private markets investment group, is to maximize value creation responsibly and over the long-term, for its clients and shareholders. Its proven investment experience and its platform operating across all asset classes (mainly in Europe) enable the Eurazeo group to create value by supporting companies in their development and then pass this value on to clients when realizing these investments. One of the features of its business model is that it calls on its balance sheet, by investing its equity (i) alongside its clients in its different asset classes/strategies (thereby ensuring optimal alignment of interests), and (ii) to develop competitive advantages that accelerate growth (e.g. seeding new strategies, deal warehousing, etc.).

In 2023, Eurazeo launched a new phase in its development and the scaling-up of its model, with the ambition to become, by 2027, the European leader in private asset management in the mid-market, growth and impact segment. To this end, Eurazeo defines and pursues a certain number of strategic, financial and operating objectives. The occurrence of certain risks could impact its ability to achieve its objectives. In the same way as other companies, Eurazeo operates in an environment subject to uncertainty, where risk-taking is inseparable from the search for opportunities and the desire to grow the Company.

It is therefore important for Eurazeo to identify, prevent and mitigate the impact of the main risks likely to threaten the attainment of its objectives, by designing and implementing appropriate internal control and risk management systems. Under the responsibility of the Executive Board, these systems:

• Aare incorporated into the business model and business processes specific to the organization, in order to contribute positively to the conduct and management of its different activities and provide a competitive edge for the Company, particularly by improving decision-making; and
• Aare part of a continuous improvement process, mobilizing Company employees around a shared vision of the main risks.

While being as well implemented and designed as possible, the internal control and risk management systems cannot provide an absolute guarantee that the Company’s objectives will be achieved. The systems are generally limited by human factors: decision-making relies on people and the exercise of their judgment.

The following two sections present a summary of:

• ( i )the characteristics of the internal control and risk management systems implemented byEurazeo; and
• ( ii )the specific aspects of the main risks to which the Group is exposed.

The specific aspects of the main risks are presented based on the following principles:

• Athe information presented does not claim to be comprehensive (unknown risks, risks poorly or not identified, etc.) and does not cover all the risks to which the Company may be exposed in the conduct of its activities. The analysis performed by Eurazeo focuses on those risks considered capable of calling into question business continuity or that could have a material negative impact on its activity, financial position or results (financial impact, particularly on management fees, performance fees or the net value of Eurazeo’s portfolio) and/or on the development of the Company (particularly impacting its reputation and the human factor). To the best of Eurazeo’s knowledge, there are no material risks other than those presented. Information on financial risks is also presented pursuant to the French Commercial Code (Article L. 22-10-35);
• Athe description only provides an overview of risks at a point in time;
• AEurazeo’s legitimate concerns regarding the possible consequence of disclosing certain information have been taken into account, while respecting the rules governing the communication of information to the market and investors.

The risk management and internal control systems provide a complementary contribution to controlling the activities of the Company:

• Athe risk management system seeks to identify and analyze the main risks to which the Company is exposed. Identified risks likely to exceed the acceptable limits set by the Company are mitigated and, when required, action plans are prepared. These actions plans provide for the implementation of controls, the transfer of the financial consequences (insurance mechanisms or equivalent) or a change to the organizational structure;
• Athe internal control system relies on the risk management system to identify the main risks to be controlled. In the same way as the general principles of the AMF framework, Eurazeo’s internal control system seeks to ensure: compliance with legislation and regulations, application of the instructions and strategic direction set by the Executive Board, the smooth running of the Company’s internal processes, particularly those contributing to the security of its assets and the reliability of financial information.

These systems rely on processes (4.1.2), key players (4.1.3) and an environment promoting honest and ethical behavior (4.1.4), which are presented successively below.

The systems presented (functioning as of December 31, 2023) cover all transactions performed within a scope comprising the investment company Eurazeo SE, the portfolio management companies (located in Paris and Luxembourg) housing the various investment strategies, as well as the directly controlled investment vehicles and the offices (subsidiaries, branches and representation offices) located outside France (New York, London, Frankfurt, Berlin, Milan, Madrid, Shanghai, Seoul, Singapore and São Paulo).

Eurazeo has three asset classes: Private Equity, Private Debt and Real Assets. - comprising a range of expertise/strategies enabling company financing across the entire investment spectrum. These strategies break down as follows:

• APrivate Equity: Buyout (Small-mid buyout and Mid-large buyout), Growth, Brands and Healthcare, Venture (including Biotech), Private Funds Group;
• APrivate debt (tailor-made financing for SMEs valued at between €25 million and €500 million);
• AReal Assets: Real Estate and Infrastructure.

Across all these strategies, the Eurazeo group seeks to deploy both its clients’ capital (third-party fund management) and the capital on its balance sheet (permanent capital of the Eurazeo SE investment company).

Some of the more recent strategies may be backed primarily by Eurazeo’s balance sheet until their performance becomes sufficiently attractive for fundraising with third-party investors. The more mature strategies are generally financed by both Eurazeo SE permanent capital and clients’ capital, with this capital invested in funds managed by one of the Group portfolio management companies. At the date of this Universal Registration Document, the Eurazeo group controls four management companies certified as an Alternative Investment Fund Manager (AIFM): Eurazeo Funds Management Lux (Luxembourg), Eurazeo Global Investor, Eurazeo Infrastructure Partners and Kurma Partners, based in Paris. Eurazeo Global Investor (EGI) was created by the merger, as of December 31, 2023, of the management companies, Eurazeo Mid Cap and Eurazeo Investment Manager. This merger provides clients with a simplified and clear structure carrying most of the product offering, and accelerates the harmonization of internal processes between the different strategies.

In simplified terms, the diagram below presents the allocation of the different strategies adopted by the Eurazeo SE investment company and/or the portfolio management companies as at 31 December 2023.

As of December 31, 2023, Eurazeo group assets under management total €35.0 billion and break down as follows:

• Apermanent capital of the Eurazeo SE investment company of €10.7 billion invested directly or in funds managed by the Group’s portfolio management companies;
• A€24.2 billion invested on behalf of our clients.

A summary table of the main Eurazeo risk factors is presented below; it contains the risk factors deemed significant when making investment decisions, with regard to the effects they could have on the Company, particularly its business continuity, the successful conduct and performance of its activities (financial impacts, particularly on management fees, performance fees or the net value of Eurazeo’s portfolio) or its development (particularly reputation and human factors).

The risk factors are classified in a limited number of categories depending on their nature: (i) strategic and operational risks linked to activity, (ii) image and compliance risks, and (iii) financial risks. In each presented category, the risks are ranked based on their criticality (i.e. presented in decreasing order of importance).

The level of criticality is evaluated during a risk mapping exercise, based on a combination of the probability of occurrence and the estimated impact of each risk, and considering measures put in place to mitigate the risk. The risk criticality is assessed on a four-point scale (low, moderate, high, significant). Only risks with a “moderate”, “high” or “significant” criticality level are set out in this chapter. The risk presentation, ranking and description only provides a snapshot at a given moment. Depending, in particular, on changes in the economic environment and market conditions, exposure to a risk factor and the magnitude of related risks are likely to vary.

Information on financial risks is also presented pursuant to the French Commercial Code (Article L. 225-100). Other risks, not known or not considered material by Eurazeo at the date of this Universal Registration Document, could also impact its activities.

Proceedings are in progress following the dismissal and subsequent lay-off of ANF Immobilier’s Chief Executive Officer, Philippe Brion and its Real Estate Director, Caroline Dheilly, in April 2006. The employees dismissed in 2016 filed damage claims with the Paris Industrial Tribunal (Conseil des Prud’hommes) and the former Chief Executive Officer brought a commercial suit against ANF Immobilier before the Paris Commercial Court (since transferred to Evry), in his capacity as a former corporate officer.

Prior to the filing of these Industrial and Commercial court proceedings, ANF Immobilier lodged a complaint with an investigating magistrate (juge d’instruction) in Marseilles. It launched a civil suit pertaining to acts allegedly committed by the former supplier referred to below, as well as its two former Directors and other individuals.

On March 4, 2009, the judicial investigation office (chambre de l’instruction) of the Court of Appeal in Aix-en-Provence handed down a ruling confirming the validity of the indictment of ANF Immobilier’s former Chief Executive Officer and, hence, the existence of serious evidence that corroborated claims that he misused company assets to the detriment of ANF Immobilier. In March 2015, the Public Prosecutor requested the transfer of the case before the criminal court.

The Marseilles Criminal Court issued a judgment on July 4, 2017 dismissing the charges. The Court of Appeal in Aix en Provence confirmed the civil provisions of this judgment on June 27, 2018 and dismissed the claims of all parties. An appeal filed by ANF Immobilier was then rejected by the Court of Cassation.

At the end of 2018 and the beginning of 2019, Mr. Brion and Mrs. Dheilly reintroduced their claims before these courts. Their updated claims amounted to approximately €4.3 million. On November 18, 2019, the Paris Industrial Tribunal issued a joint order to Eurazeo and Icade to pay approximately €1.2 million to Mr. Brion. The Paris Court of Appeal reduced this amount to €840 thousand in a ruling on November 9, 2022. An appeal was filed with the Court of Cassation by Mr. Brion in June 2023.

In the Dheilly case, on October 29, 2021 the Paris Industrial Tribunal ordered Icade (as successor in interest to ANF Immobilier) to pay a total of €409,000 in respect of the various claims, considering the dismissal to be without fair cause. An appeal has been filed against this judgment.

In the Brion case, on December 16, 2021, the Evry Commercial Court ordered Icade (as successor in interest to ANF Immobilier) to pay approximately €325,000 for dismissal without good cause. An appeal has been filed against this judgment.

In addition, Mr. Brion filed a new claim before the Paris District Court against Icade (as successor in interest to ANF Immobilier), and former executives and managers of ANF Immobilier, seeking a joint order to pay damages and interest of around €30 million for malicious accusation. In a ruling of November 25, 2020, this court dismissed all of Mr. Brion’s claims and ordered him to pay €8,000 to Icade and Messrs. Keller and d’Amore. An appeal has been filed against this judgment.

Pursuant to the sale to Icade of its investment in ANF Immobilier, Eurazeo granted Icade a number of warranties covering these disputes in consideration for rights over the follow-up of such disputes on behalf of ANF Immobilier.

INTRODUCTION

This chapter reports on the preparation and organization of the work of the Company’s Supervisory Board and Executive Board. It also presents the corporate officer compensation policy.

Framework for the implementation of corporate governance principles

The Company refers to the AFEP/MEDEF Code as revised in December 2022, with the exception of the recommendations set out in Section 5.3.1 “Framework of Supervisory Board” activities. Close attention is also paid to the activity report issued by the High Council for Corporate Governance (Haut Comité du Gouvernement d’Entreprise) and the AMF’s annual report on governance and executive compensation.

In accordance with the provisions of Article L. 225-68 of the French Commercial Code, this chapter includes the corporate governance report, appended to the Management Report. Pursuant to Articles L. 22-10-9 to L. 22-10-11 of the French Commercial Code and Article 8 of the AFEP/MEDEF Code of Corporate Governance, it reports in particular on:

• Achanges in the composition of the Supervisory Board and the Executive Board in 2023 and forthcoming changes in 2024;
• Athe activities of the Supervisory Board and the Executive Board;
• Athe Supervisory Board’s observations on the Executive Board’s report and on the financial statements for fiscal year 2023;
• Athe corporate officer compensation policy;
• Athe summary table of unexpired delegations of authority approved by the Shareholders’ Meeting;
• Aspecific procedures regarding the participation of shareholders at Shareholders’ Meetings;
• Afactors affecting a potential takeover or share exchange bid;
• Athe Supervisory Board diversity policy and application of the principle of balanced representation of men and women on the Board;
• Agender diversity policy within management bodies as well as the policy’s objectives and implementation methods and the results obtained during the past year.

The Management Report covers the conduct of the business, risks and corporate social responsibility. Information on internal control and risk management procedures implemented by Eurazeo is presented in the management report in Chapter 4 “Risk Factors” of the 2023 Universal Registration Document.

A dual governance structure

Since 2002, Eurazeo has opted for a dual governance structure comprising an Executive Board and a Supervisory Board. This choice was retained on the conversion of the Company to a European company (société européenne) at the Shareholders’ Meeting of May 11, 2017.

This dual governance structure with an Executive Board and a Supervisory Board reflects the best corporate governance standards. It ensures a balance of power between the Executive Board management functions and the Supervisory Board oversight functions.

The Executive Board is vested with the most extensive powers to act on behalf of the Company in all circumstances. It exercises these powers within the limits of the corporate purpose and subject to the powers expressly attributed by law and the Company’s Bylaws to Shareholders’ Meetings and the Supervisory Board. It determines the strategic direction of the Company and ensures its implementation, in the Company’s interest. Members of the Executive Board may, with the authorization of the Supervisory Board, allocate management tasks and permanent or temporary special assignments among themselves. This division of tasks may not cause the Executive Board to lose its status as the body responsible for the collective management of the Company. The Executive Board therefore has the necessary responsiveness and efficiency to perform its management duties.

The Supervisory Board permanently oversees the management activities of the Executive Board in accordance with the law and the Bylaws. At any time during the year, it conducts the verifications and reviews that it deems necessary. It may ask the Executive Board to communicate any documents that it considers necessary for the performance of its duties. The Supervisory Board’s diversity policy guarantees the quality of its management, its ability to anticipate, as well as its integrity and commitment to the performance of its oversight duties. This policy enables it to bring together leading individuals with a wide range of complementary experience.

The composition of the Supervisory Board reflects a diversity of profiles, experience and complimentary skills adapted to the Company’s challenges.

Since April 28, 2022, Jean-Charles Decaux is the Chairman of the Supervisory Board. Olivier Merveilleux du Vignaux has been Vice-Chairman of the Supervisory Board since June 26, 2017.

As of December 31, 2023, the Supervisory Board has eleven members, including two members representing employees and a non-voting member. The Honorary Chairman, Bruno Roger, also attends meetings of the Supervisory Board with no voting rights.

The Supervisory Board has four female members, accounting for 44% of Supervisory Board members (excluding employee representatives). Five members are independent, representing 56% of this total. The Company therefore complies with prevailing regulations (See Section 5.1.2 “Supervisory Board Diversity Policy”).

The Supervisory Board members are invited to participate in the four specialized committees that assist the Supervisory Board in its decisions: an Audit Committee, a Finance Committee, a Compensation, Appointments and Governance (CAG) Committee and a Corporate Social Responsibility (CSR) Committee. Each Committee has between three and seven members, appointed in a personal capacity by the Supervisory Board, at the recommendation of the CAG Committee, according to their experience and preferences. The CAG Committee ensures that each Committee includes independent members in accordance with the provisions of the AFEP/MEDEF Code and no executive corporate officers, that is two-thirds independent members for the Audit Committee (see Article 17.1 of the AFEP/MEDEF Code) and a majority of votes held by independent members for the CAG Committee (see Article 18.1 of the AFEP/MEDEF Code).

The composition of the Supervisory Board and its Committees was reviewed by the CAG Committee during 2023. In the context of its procedures, the CAG Committee issued new recommendations in line with the Supervisory Board diversity policy on the following topics: renewal of the terms of office expiring in 2023 and 2024, the appointment of new Supervisory Board members at the Shareholders’ Meeting of May 7, 2024 and the composition and chair of certain Committees (See Section 5.1.2 “Supervisory Board Diversity Policy”).

Experience and expertise

• AJean-Charles Decaux is a French executive and Co-Chief Executive Officer with his brother, Jean-François Decaux, of JCDecaux group, which was created in 1964 and became, in 2011, the global number one in its sector, outdoor advertising. JCDecaux SE is listed on the Euronext Paris stock market.
• AJean-Charles joined the company in 1989. He was appointed Chief Executive Officer of JCDecaux Spain in 1991, which he developed. He then built, primarily through organic growth, all the subsidiaries in Southern Europe, South America, Asia and the Middle East.
• AFollowing the conversion in 2000 of JCDecaux to a limited liability company (société anonyme) with an Executive Board and a Supervisory Board, Jean-Charles and Jean-François Decaux performed an IPO in 2001 and actively participated in the consolidation of the sector, taking the JCDecaux group to global number one in February 2011. Jean-Charles Decaux was behind the JCDecaux group’s expansion into China and high-growth countries.
• AIn 2022, JCDecaux converted to a société européenne (European company), a new legal status more strongly representing the group’s European outlook to all its stakeholders.
• ASince 2017, he has come top several times of the Institutional Investor Awards “Small & Midcap Best CEOs” ranking in the Technologies, Media & Telecommunications category and the Extel “Top 100 best CEO - Pan-Europe” ranking.
• AJean-Charles Decaux is also a member of the Board of Directors of the French Association of Private Sector Companies (AFEP) and a director and donating member of AMREF (African Medical and Research Foundation) in France since 2005.

Main position held excluding Eurazeo

• AChief Executive Officer of JCDecaux SE* since May 16, 2023.

Other offices and positions held in companies as of December 31, 2023

Offices and positions currently held outside the Eurazeo group

• AChairman of the Executive Board of JCDecaux SE* until May 16, 2023.
• ADirector of Metrobus SA, EXTIME MEDIA (previously Media Aéroports de Paris SAS), IGP Decaux Spa (Italy), JCDecaux Small Cells Limited (United Kingdom).
• AChairman of JCDecaux France SAS and JCDecaux Holding SAS.
• AMember of the Executive Committee of JCDecaux Bolloré Holding SAS.
• AChairman of the Board of Directors and Director of JCDecaux Espana S.L.U (Spain).
• ADirector of JCDecaux Holding SAS, Decaux Frères Investissements SAS, MediaVision et Jean Mineur SA and BDC SAS.
• AChief Executive Officer of Decaux Frères Investissements SAS and Apolline Immobilier SAS.
• AManager of SCI Troisjean, SCI Clos de la Chaîne and SCI du Mare.
• APermanent representative of Decaux Frères Investissements on the Supervisory Board of HLD SCA.
•  

Other offices and positions held over the past five years

• AChairman of the Executive Board and Chief Executive Officer of JCDecaux SE* (N.B. Rotating chair).
• AChairman and Chief Executive Officer of JCDecaux Holding SAS (N.B. Rotating chair).

Number of Eurazeo shares held as of December 31, 2023

• A826

*    Listed company.

Experience and expertise

• AIn 1993, Olivier Merveilleux du Vignaux created MVM, a direct recruitment firm, of which he is the Manager.
• AHe was a Director of SAFAA until 1993, established and developed a recruitment firm with a partner from 1984 to 1992 and worked for Korn Ferry from 1980 to 1984, where he recruited senior executives through the direct recruitment method.
• AHe is a business school graduate.

Main position held excluding Eurazeo

• AManager of MVM Search Belgium.

Other offices and positions held in companies as of December 31, 2023

Offices and positions currently held outside the Eurazeo group

• AManager of MVM Search Belgium.
•  

Other offices and positions held over the past five years

• AMember of the Advisory Committee of Expliseat SAS.

Number of Eurazeo shares held as of December 31, 2023

• A864

Experience and expertise

• AThroughout his career, Emmanuel Russel has held a range of executive management and financial management positions in several companies, and particularly the JCDecaux group, across many geographic areas.
• AHe is currently Deputy CEO of JCDecaux Holding, the investment holding company and controlling shareholder of the outdoor advertising group, JCDecaux. He is also Vice-Chairman of the Board of Directors of So.Co.Mix., the operating company for the Hôtel du Palais in Biarritz.
• ABetween 2013 and 2017, he was Chief Executive Officer of Compagnie Lebon, an investment holding company controlled by the Paluel-Marmont family and listed on the Euronext Growth market.
• ABetween 2000 and 2013, he held several positions in the JCDecaux group as Mergers & Acquisitions, Treasury and Finance Director and then, from 2006, Chief Executive Officer of the emerging Africa, Middle East, Central Asia and Eastern Europe area, leading its construction.
• AFrom 1990 to 2000, he held financial management positions in the Pernod Ricard group and particular Chief Financial Officer for Europe. He began his career with Arthur Andersen in 1987.
• AHe is a graduate of the Hautes Études Commerciales (HEC) business school and holds a post-graduate accounting and finance degree (DESCF).

Main position held excluding Eurazeo

• ADeputy Chief Executive Officer of JCDecaux Holding SAS.

Other offices and positions held in companies as of December 31, 2023

Offices and positions currently held outside the Eurazeo group

• AChairman of JCDecaux Holding Immobilier SAS.
• AVice-Chairman and member of the Board of Directors of So.Co. Mix SA (Société Communale d’Économie Mixte pour l’Exploitation de l’Hôtel du Palais de Biarritz).
• AMember of the Supervisory Board of October SA.
• ADirector of B.D.C SAS.
• AMember of the Supervisory Committee of Compose Holdco SAS.
•  

Other offices and positions held over the past five years

• A-

Number of Eurazeo shares held as of December 31, 2023

• A14,251,928 shares held by JCDecaux Holdings SAS

Experience and expertise

• AMathilde Lemoine has a PhD in economics and is an Economist. Expert in international issues and public policy assessment, she also has considerable operational experience. She has also developed governance expertise through directorships held over the past ten years and committees she has chaired.
• AMathilde Lemoine started her career as a lecturer and then as an economist and Secretary General of the French Economic Observatory (Observatoire Français des Conjonctures Economiques, OFCE). She was then a member of several ministerial offices where she contributed her knowledge of international macro-economic issues, participated in the preparation of WTO ministerial conferences and was a special advisor for tax affairs to the French Prime Minister.
• AShe was also rapporteur for the Expert Conference on Climate and Energy Contribution in 2009 and a member of the Attali Commission for the Liberation of Growth in 2010. She participated in a government mission reporting on the determining factors of French industry competitiveness, bringing her expertise on the competitiveness of the French economy. She has been a member of the Council of Economic Advisors (Conseil d’Analyse Economique) and the French National Economic Commission (Commission Économique de la Nation).
• AIn 2013, she was appointed to the French High Council of Public Finances (Haut Conseil des Finances Publiques, HCFP) for a non-renewable five-year term and was involved in assessing French public finance and its consistency with European commitments. From 2006 to 2015, she was Head of Economic Research and Market Strategy at HSBC France, a member of the Executive Committee and a Senior-Economist at HSBC Global Research.
• AShe is currently Group Chief Economist of Edmond de Rothschild. She joined the group to create an Economic Research department and lead a team of economists to perform structural analyses, risk mappings and international macro-economic forecasts and scenarios. She also continues her human capital and valuation work.
• AA lecturer at Sciences Po Paris for more than 20 years, Mathilde Lemoine has published several articles and analyses on international macroeconomic issues and monetary and financial policy. More recently, she published work on investment in human capital, employee mobility and the link between the accumulation of human capital and competitiveness. She is a columnist for Les Echos (France), L’Expansion (Spain), L’Agefi Suisse and L’Agefi Hebdo (France). Her latest work is entitled Les Grandes Questions d'economie et de finance internationales (Major economic issues and international finance, Boeck, 3rd edition, 2016).

Main position held excluding Eurazeo

• AGroup Chief Economist of Edmond de Rothschild.

Other offices and positions held in companies as of December 31, 2023

Offices and positions currently held outside the Eurazeo group

• AMember of the Supervisory Board of CMA-CGM.
• AMember of the Board of Directors of Carrefour SA*.
•  

Other offices and positions held over the past five years

• AMember of the Board of Directors of Dassault Aviation SA*.
• AMember of the Board of Directors of École Normale Superieure.
• AMember of the High Council of Public Finances (Haut Conseil des Finances Publiques).

Number of Eurazeo shares held as of December 31, 2023

• A250

*    Listed company.

Experience and expertise

• ARoland du Luart was Vice-President of the French Senate from October 2004 to September 2011 and Senator for the Sarthe department from 1977 to September 2014, Vice-President of the Senate Finance, Budget and National Accounts Commission, Special Reporter for the “External Action of the State” Mission, Member of the Advisory Committee on the State’s property holdings, Member of the Financial Sector Advisory Committee and Member of the Public Finance Advisory Committee.
• AHe was the Mayor of Luart (1965-2001) and then Deputy Mayor (2001-2014), President of the Sarthe General Council (1998-March 2011), General Councilor for the Canton of Tuffé (1979-March 2011), Chairman of the Association of Mayors of the Sarthe department (1983-2008) and Chairman of the Pays de I’Huisne Sarthoise municipalities association (1996-March 2006).

Main position held excluding Eurazeo

• ACompany Director.

Other offices and positions held in companies as of December 31, 2023

Offices and positions currently held outside the Eurazeo group

• AHonorary senator and honorary member of Parliament.
• AHonorary Director of Automobile Club de I’Ouest.
• AMember of the Supervisory Board of Banque Hottinger & Cie.
• ANon-voting director of Aurea*.
•  

Other offices and positions held over the past five years

• AChairman of the Perche Sarthois Authority.
• AMember of the Board of Directors of Aurea*.
• AMunicipal Councilor of Luart.

Number of Eurazeo shares held as of December 31, 2023

• A2,100

*    Listed company.

Experience and expertise

• AVictoire de Margerie is the Founder and Vice-Chairwoman of the World Materials Forum since 2014. She has also been the main shareholder and Chairwoman of Rondol Industrie since 2012. She is a Director of Ivanhoe Electric Inc. (2022) and is Chairwoman of Verkor’s Technology and Growth Committee (2023).
• AShe previously held operational positions in Germany, France and the United States at Arkema, Carnaud MetalBox and Pechiney. She also taught Strategy and Technology Management at the Grenoble Management School.
• AVictoire de Margerie has held Directorships in listed companies since 1999 and particularly in Baccarat, Bourbon, Outokumpu, Ciments Français/ltalcementi, Norsk Hydro, Morgan Advanced Materials and Arkema.
• AVictoire de Margerie is a graduate of the École des Hautes Études Commerciales (HEC) business school (1983) and the Institut d’Études Politiques (IEP) of Paris (1986). She holds a post-graduate degree in Private Law from the University of Paris 1 Pantheon Sorbonne (1988) and a PhD in Management Science from the University of Paris II Pantheon Assas (2007).

Main position held excluding Eurazeo

• AFounder and Chairwoman of Rondol Industrie.

Other offices and positions held in companies as of December 31, 2023

Offices and positions currently held outside the Eurazeo group

• AFounder and Chairwoman of Rondol Industrie.
• ADirector of Ivanhoe Electric Inc.* (USA).
• AFounder and Vice-Chairwoman of World Materials Forum.
• ADirector and Chairwoman of Verkor’s Technology and Growth Committee.
•  

Other offices and positions held over the past five years

• AMember of the Supervisory Board of Banque Transatlantique.
• ADirector of Arkema* and Chairwoman of its Innovation and Sustainable Development Committee.

Number of Eurazeo shares held as of December 31, 2023

• A800

*    Listed company.

Experience and expertise

• AFrançoise Mercadal-Delasalles gained experience in the senior civil service in the Finance Ministry (1988-1992) and Caisse des Depots (2002-2008) and in the private sector with BNP-Paribas. In 2008, she joined Société Générale as Group Head of Corporate Resources and Innovation and sat on the group Executive Committee in this capacity. As Chief Operating Officer, she was responsible for IT, Real Estate and Procurement. Facilitator of the group’s innovation strategy, Françoise Mercadal-Delasalles also steers Société Générale’s digital transition project. In particular, she is responsible for the roll-out of the Digital for All program which is founded on an ambitious project to equip employees and a vast program to accompany digital changes and assimilation. She was Chief Executive Officer of Credit du Nord from March 2018 to June 2021.
• AShe was joint Chairwoman of the French National Digital Council until January 2024.
• AFrançoise Mercadal-Delasalles is a graduate of Institut d’Études Politiques (IEP) of Paris and École Nationale d’Administration (ENA).
• AShe is a Knight of the Legion of Honor, an Officer of the Order of Merit and a Knight of the Order of Agricultural Merit.

Main position held excluding Eurazeo

• ASenior Adviser.

Other offices and positions held in companies as of December 31, 2023

Offices and positions currently held outside the Eurazeo group

• AJoint-Chairwoman of the French National Digital Council.
• AMember of the Board of Directors of My Money Group and Attijariwafa Bank (Morocco).
• AMember of the Supervisory Board of DIOT-SIACI.
•  

Other offices and positions held over the past five years

• AChief Executive Officer of Credit du Nord.
• AChairwoman of the Board of Directors of Banque Courtois, Banque Rhone-Alpes and Société Marseillaise de Credit.
• ADirector of Société Générale Cameroon, Sopra Steria Group, Compagnie Générale de Location d’Équipement (CGL), SG Global Solutions Center (India), SG European Business Services (Romania), Transacts (joint subsidiary of Société Générale and La Banque Postale), Sogecap, Star Lease and INRIA.
• AMember of the Executive Committee and Group Head of Corporate Resources and Innovation at Société Générale* group.
• AMember of the Supervisory Board of Rosbank (Russia).

Number of Eurazeo shares held as of December 31, 2023

• A787

*Listed company.

Experience and expertise

• AStéphane Pallez has pursued a career at the crossroads of the public and corporate spheres, accumulating a wealth of experience in the field of finance, and notably investment.
• ADuring her time at the Ministry of Finance, she served as Technical Advisor to the Minister, responsible for industrial affairs and corporate finance, and was later responsible for part of the portfolio of state holdings, where she was actively involved in the restructuring and privatization of publicly owned companies. She has also held a wide range of responsibilities in the field of financial regulation, banking and insurance, and in international financial negotiations.
• AIn the corporate world, she was Deputy Chief Financial Officer at France Telecom Orange between 2004 and 2011 and was as such directly involved in that company’s investment and divestment decisions for all the financial and operational activities under her responsibility.
• AFrom April 2011 to 2015, she was Chairwoman and Chief Executive Officer of CCR.
• ASince November 2014, she has been Chairwoman and Chief Executive Officer of La Française des Jeux (FDJ). She successfully steered its privatization and listing in November 2019.
• AStéphane Pallez graduated from Institut d’Études Politiques (IEP) of Paris and École Nationale d’Administration (ENA), in the “Louise Michel” graduating class

Main position held excluding Eurazeo

• AChairwoman and Chief Executive Officer of La Française des Jeux (FDJ)*.

Other offices and positions held in companies as of December 31, 2023

Offices and positions currently held outside the Eurazeo group

• AChairwoman and Chief Executive Officer of La Française des Jeux (FDJ)*.
• ADirector and Chairwoman of the Audit Committee of CNP Assurances.
•  

Other offices and positions held over the past five years

• A-

Number of Eurazeo shares held as of December 31, 2023

• A1,665

*    Listed company.

Experience and expertise

• ASerge Schoen is a founding partner of Eightstone Pte Ltd, a multi-family office based in Singapore and Founder of Ambrosia Investments, an investment platform focused on innovation in the food, beverage and ingredients sectors.
• ASerge Schoen was a successful entrepreneur in the telecommunications sector and held several management positions in agricultural commodity trading. He was Chairman and Chief Executive Officer of Louis Dreyfus Company B.V. Previously, Serge Schoen co-founded Louis Dreyfus Communication (LDCom then became NeufCegetel) and was appointed COO of the entity.
• AFollowing his engineering studies, Serge Schoen obtained a master’s degree from Telecom Paris (formerly École Nationale Supérieure des Telecommunications), and then an MBA from Massachusetts Institute of Technology (MIT).

Main position held excluding Eurazeo

• AExecutive Chairman of Ambrosia Investments.

Other offices and positions held in companies as of December 31, 2023

Offices and positions currently held outside the Eurazeo group

• AChairman of Thia Ventures (Singapore).
• AChairman of Eightstone (Singapore).
• AChairman and independent non-executive director of Olam Agri Holdings Limited (Singapore).
• AChairman of the Europe Middle East Africa Committee of MIT Sloan School of Management (USA).
• AMember of the Board of Directors of Califia Farms (USA).
• AMember of the Board of Ecole Telecom Paris (France).
•  

Other offices and positions held over the past five years.

• AIndependent member of the Board of Directors of COFCO International Ltd (Hong Kong).
• AMember of the Strategy Committee of Un Air d’lci (France).
• AMember of the Board of Directors of Itsu Limited (UK).
• AMember of the Board of Directors of Banque Pâris Bertrand SA (Switzerland).

Number of Eurazeo shares held as of December 31, 2023

• A750
•  

Experience and expertise

• AVivianne Akriche is based in New York, where she is Managing Director of Eurazeo Mid-large buyout. She is responsible for sourcing and carrying out investments and monitors the performance of Eurazeo portfolio companies. Vivianne Akriche specializes in the business services and consumer goods sectors. She notably participated in the acquisition or oversight of the investments in Rexel, Intercos, Moncler, Fonroche, LPCR, Sommet Education, WorldStrides and Scaled Agile. She was also involved in the strategic acquisition of Eurazeo PME.
• ABefore joining Eurazeo in 2004, Vivianne Akriche was a member of Goldman Sachs’s Investment Banking team in Paris.
• AVivianne Akriche is a graduate of the Hautes Études Commerciales (HEC) business school.

Main position held excluding Eurazeo

• ANone.

Other offices and positions held in companies as of December 31, 2023

Offices and positions currently held in the Eurazeo group

• AManager of RedBirds Capital LLC (USA).
• AManaging Director of Eurazeo North America Inc. (USA).
• AChairwoman of Legendre Holding 74, Legendre Holding 98, Legendre Holding 99, LH WS, Lakeland Tours LLC (USA), WS Blocker, Inc (USA), WS Holdings Acquisition, Inc (USA), WS Holdings, Inc (USA) and WS Purchaser, Inc. (USA).
• AManager of Sommet Education Sari (Switzerland) and Graduate GP Sarl (Luxembourg).
• ADirector of ECIP M S.A (Luxembourg) and Graduate SA (Luxembourg).
• AMember of the Board of Directors of Flatiron Holdco Inc (USA), WS Blocker, Inc (USA), WS Holdings Acquisition, Inc (USA), WS Holdings, Inc (USA) and WS Purchaser, Inc (USA).
•  

Other offices and positions held over the past five years

• AChairwoman of Lakeland Holdings LLC (USA), Flatiron Holdco Inc (USA), Flatiron Management LLC (USA), Flatiron MergerSub LLC (USA) and Flatiron Parent LLC (USA).
• ASecretary and member of the Board of Directors of Ez Open Road Blocker, Inc (USA).
• AMember of the Supervisory Board of Grandir.

Number of Eurazeo shares held as of December 31, 2023

• A11,698

Experience and expertise

• AStéphane Bostyn is Managing Director, Head of Capital Markets, Financing and Treasury of Eurazeo and has around 30 years of experience in finance and structuring financing. He is responsible for structuring, monitoring and optimizing all types of acquisition financing for the Eurazeo Group’s various strategies and funds as well as cash, currency and interest rate risk management. He also works in the “equity” market for the Eurazeo share or listed investments.
• AHe joined Eurazeo in 2008 as Head of Capital Markets, Financing and Treasury. As such, he was in charge of the cash position, FX and interest rates and assisted with investments in all these areas. He also implemented “corporate” financings, monetized the Danone investment by launching an exchangeable bond, renegotiated several financing sources (syndicated loan, margin loan) and handled Eurazeo listed share transactions (Rexel, Edenred, Accor, Moncler, Elis, Europcar).
• AHe started his career in 1996 as a market operator in the France Telecom front office where he focused on short-term interest rate and currency products.
• AHe then worked in the Accor Group Finance Department from 2000 to 2008, firstly as head of the front office where he was responsible for currency and interest rate risk management and optimizing Group resources and then as a manager within the asset refinancing department, where he was involved in the sale of a range of hotel buildings to institutional investors.
• AStéphane Bostyn is a graduate of IPAG Paris.
•  

Main position held excluding Eurazeo

• ANone.

Other offices and positions held in companies as of December 31, 2023

Offices and positions currently held in the Eurazeo group

• A-

Other offices and positions held over the past five years

• A-

Number of Eurazeo shares held as of December 31, 2023

• A5,315.

Experience and expertise

• AJean-Pierre Richardson is the Chairman and Chief Executive Officer of S.A. Joliette Matériel, a family holding company and chair of SAS Richardson.
• AHe joined SAS Richardson in 1962, a 51% subsidiary of Escaut et Meuse at that time, which later merged with Eurazeo. He managed its operations from 1969 to 2003.
• AFrom 1971 to 1979, he served as a judge at the Marseille Commercial Court.
• AJean-Pierre Richardson is a 1958 graduate of École Polytechnique.

Main position held excluding Eurazeo

• AChairman and Chief Executive Officer of Joliette Materiel SA.

Other offices and positions held in companies as of December 31, 2023

Offices and positions currently held outside the Eurazeo group

• AChairman and Chief Executive Officer of Joliette Materiel SA.
• APermanent representative of Joliette Matériel SA, as Chairman of SAS Richardson.
• AChairman of Ceres SAS.
• AGeneral Manager of SCI Iberia.
•  

Other offices and positions held over the past five years

• A-

Number of Eurazeo shares held as of December 31, 2023

• A1,686

The Eurazeo corporate governance approach was implemented several years ago, with the aim of complying with market recommendations that promote transparency with stakeholders and contribute to improving the operation of the Company’s control and management bodies.

Eurazeo is convinced that governance is a key factor in the performance and long-term success of companies

The Supervisory Board’s Internal Rules set forth its operating rules, specifically addressing matters such as participation at Board meetings, independence criteria, the holding of meetings, communications with Board members, prior authorizations of certain transactions by the Supervisory Board, the setting up of committees within the Board, the compensation of its members and ethics issues.

The Internal Rules, in their current version of March 6, 2024, are set out in full in Section 5.5.1 “Internal Rules of the Supervisory Board” of the 2023 Universal Registration Document.

New members of the Supervisory Board systematically attend presentation meetings of the Company and all its investments given by the relevant member(s) of the Executive Board. Moreover, new members of the Audit Committee benefit from interviews with the finance teams and internal audit staff, during which the specific nature of the Company’s accounting and/or financial issues are discussed. New members of the CAG Committee meet with the General Secretary. A welcome program is also proposed to new members including meetings with Partners Committee members and the teams, as well as a training session on the different businesses (Finance, Corporate and Business) of the Group. Finally, following the proposals arising from the assessment of the Supervisory Board’s activities, investment, CSR and Digital training modules are proposed to new Supervisory Board members since 2023. These work meetings and training sessions offer members who recently joined the Supervisory Board an opportunity to improve their knowledge of the Group, its operations and its challenges

When a member of the Supervisory Board is appointed, the Secretary of the Board issues him or her with a file comprising the Bylaws of the Company, the Internal Rules of the Supervisory Board and the securities trading code of conduct. Members of the Supervisory Board must ensure that they understand and comply with the obligations imposed on them by law, regulations, the Bylaws, the Internal Rules and the securities trading code of conduct.

Pursuant to Article 11 of the Bylaws, Supervisory Board members must own a minimum of 250 shares.

This obligation is respected by all members of the Supervisory Board (see table in Section 5.13.1 “Interests held by members of the Supervisory and Executive Boards in the Company’s share capital”). Furthermore, the Supervisory Board Internal Rules require Supervisory Board members to hold a number of Eurazeo shares representing at least one year’s compensation, that is 750 shares, before the end of their current term of office. In addition to these obligations, members of the Supervisory Board are required to register all securities they own or come to acquire later.

As of December 31, 2023, Supervisory Board members and the non-voting member together held a total of 14,278,669 shares, representing 18.77% of the share capital and 26.12% of voting rights.

Members of the Supervisory Board are bound by a general duty of confidentiality regarding the deliberations of the Supervisory Board and the committees, as well as with regard to information of a confidential nature to which they become privy in the course of their duties. The securities trading code of conduct sets out obligations in respect of inside information and the applicable sanctions, as well as the requirement that members of the Supervisory Board report transactions in the Company’s securities. It also prohibits the performance of certain transactions, including the short selling of shares and short-term purchase/resale transactions.

In addition, members of the Supervisory Board are informed of the legal and regulatory obligations by which they are bound and particularly the closed periods during which they must abstain from carrying out transactions in the securities of the Company.

The Internal Rules of the Supervisory Board, as amended on March 6, 2024, lay down the procedures by which members of the Supervisory Board are kept informed. Throughout the year, the Supervisory Board may request any document it considers necessary to carry out its duties. The Chairman receives a monthly report from the Executive Board on the Company’s investments, cash position, transactions and debt, if any. At least once every quarter, the Executive Board submits a report on the above matters to the Supervisory Board, which includes a presentation of the Company’s business activities and strategy and the highlights for each investment strategy.

The Executive Board also presents to the Supervisory Board:

• Athe annual budget of the Company;
• Aa Company business plan including a forward-looking plan for the allocation of equity on a three-year basis (with an annual update if necessary);
• Aa plan to monitor the Company’s non-financial performance;
• Aan analysis of changes in the performance and profitability of the funds managed by the Group.

The Company set up a digital platform, updated in real time, for Supervisory Board members that securely groups together all the information they require. A preparatory file covering all matters on the agenda is uploaded to the platform before all Supervisory Board and Committee meetings.

Pursuant to the “Comply or Explain” rule laid down in Article L. 22-10-10, 4° of the French Commercial Code and in Article 28.1 of the AFEP/MEDEF Code, the Company believes that its practices comply with the recommendations of the AFEP/MEDEF Code. However, certain provisions have not been applied for the reasons set out in the table below.

In a letter dated November 6, 2023, the HCGE notified the Company of certain governance and communication matters in the 2022 Universal Registration Document: the independence classification of Board members, the composition of the CAG Committee and the holding of individual interviews between the Chairman and each Supervisory Board member.

In a letter dated November 22, 2023, the Company clarified the governance and communication matters raised. These are summarized in the 2023 Universal Registration Document as follows:

• Aindependence of Board member candidates: the independence criteria of Supervisory Board member candidates was analyzed in detail (see Section 5.1.2.7 “Independence of the Supervisory Board”);
• Acomposition of the CAG Committee: the temporary application of the HCGE 2022 guidance was taken into consideration. (see Section 5.3.2 – “Implementation of the “Comply or Explain” rule”);
• AIndividual interviews with the Supervisory Board Chairman: the Supervisory Board assessment involves individual interviews between the Chairman and Supervisory Board members (see Section 5.3.2 “Activities of the Supervisory Board”).

There are no family ties between members of the Supervisory Board and members of the Executive 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 have been involved in a bankruptcy, receivership or liquidation over the past five years, and none have been incriminated and/or sanctioned by a statutory or regulatory authority. None have 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 conduct of the affairs of an issuer in the past five years.

To the best of Eurazeo’s knowledge, and as of the date of the 2023 Universal Registration Document, there are no potential conflicts of interest between the duties of the members of the Supervisory Board and/or Executive Board towards Eurazeo and their private interests or other duties.

To the best of Eurazeo’s knowledge, and as of the date of the 2023 Universal Registration Document, there are no arrangements or agreements with shareholders, customers, suppliers or others by virtue of which a Supervisory or Executive Board member was appointed in this capacity, other than those detailed in Chapter 7, Section 7.1.2.1 “Agreements reported to the AMF concerning Eurazeo shares” of the 2023 Universal Registration Document.

To the best of Eurazeo’s knowledge, and as of the date of the 2023 Universal Registration Document, there are no restrictions accepted by a member of the Supervisory Board or Executive Board regarding the disposal of all or some of their holding in the Company’s capital other than as mentioned in:

• ASection 8.3 “Special report on share subscription and purchase options” and Section 8.4 “Special report on the grant of free shares” relating to the duty to hold shares from the exercise of share purchase or subscription options and/or performance shares for members of the Executive Board; and
• ASection 7.1.2.1 “Agreements reported to the AMF concerning Eurazeo shares”.

Under the share contribution agreement of October 29, 2020 entered into between Christophe Bavière and Eurazeo, on November 18, 2020, Christophe Bavière received Eurazeo shares in consideration for a number of Eurazeo Investment Manager shares transferred to Eurazeo. He has undertaken not to transfer, directly or indirectly, the Eurazeo shares for a period of three years, i.e. until November 18, 2023. As of December 31, 2023, he did not sell any of his Eurazeo shares.

The Supervisory Board has four specialized, permanent Committees to help in the decision-making process. Although the term of Committee membership coincides with the member’s term of office on the Supervisory Board, the latter can change the composition of its Committees at any time and remove a member from a Committee if necessary. The tasks and rules of operation of the four Committees are laid down by charters, the principles of which are listed below. These charters are appended to the Internal Rules of the Supervisory Board (see Section 5.5.2 “Charter for specialized committees”). The composition of the Committees is presented as of December 31, 2023.

These Internal Rules, provided for in Article 13 of the Company’s Bylaws, are in line with the recommendations of the AFEP/MEDEF Code. It is an internal document which completes the Bylaws by clarifying the organization and activities of the Supervisory Board. They may not be invoked by shareholders or third parties against members of the Supervisory Board. The Internal Rules may be modified at any time by decision of the Supervisory Board.

The most recent version of the Internal Rules came into effect on March 6, 2024. The amendments take into account the new legal prerogatives stipulated in Order no. 2023-1142 of December 6, 2023 on the publication and audit of information on sustainability and environmental, social and governance obligations and Decree  no. °2023-1394 of December 30, 2023. The following articles were amended: (i) 6.9: Establishment of Committees – Common provisions, (ii) 5.5.2.1 Audit Committee Charter and (iii) 5.5.2.3 CSR Committee Charter.

• 1 .Pursuant to Article 11 of the Company’s Bylaws, the Supervisory Board has between three and eighteen members, appointed by Shareholders’ Meetings for terms of four years.
• 2 .The Supervisory Board ensures the implementation and continuation of the staggered renewal of its members in as equal fractions as possible. When necessary, the Board may ask one or several of its members to resign in order to implement staggered renewal.

• 1 .Each Supervisory Board member must devote the time and attention required for the exercise of his/her duties and participate regularly in themeetings of the Board and any Committees of which he/she may be a member, as well as Shareholders’ Meetings.
• In the absence of exceptional reasons, any Supervisory Board member failing to attend half of the Board meetings and/or relevant Committee meetings held during one year will be deemed to wish to terminate his/her term of office, and will be asked to resign from the Supervisory Board.
• 2 .The Supervisory Board determines the independence of its members and reviews their independence annually.It acts on the advice of the CAG Committee.
• Members of the Supervisory Board are considered independent if they have no direct or indirect relationship of any kind with the Company, its consolidated Group or its Management that may affect or detract from their ability to make independent judgments.
• A Supervisory Board member is considered to be an independent member if he/she:
  • a .is not and has not been during the previous five years:
    • •an executive corporate officer (4) or employee of the Company;
    • •an executive corporate officer, employee or a director of a company consolidated within the Company;
    • •an executive corporate officer, employee or a director of the Company’s parent company or a company consolidated within this parent;
  • b .is not an executive corporate officer of a company in which the Company holds a Directorship, either directly or indirectly, or in which an employee or executive corporate officer of the Company (currently in office or having held such office during the last five years) is a Director;
  • c .is not a client, supplier, investment banker or corporate banker (5):
    • •material to the Company or its group of companies,
    • •or which derives a material portion of its business from the Company or its group of companies.
    • The assessment of the material nature of the business relationship with the Company or its group is deliberated by the Board and the quantitative and qualitative criteria underpinning the assessment (continuity, economic dependence, exclusivity, etc.) are explained in the corporate governance report;
  • d .does not currently serve, and has not served during the previous five years, as the Statutory Auditor of the Company or any of its subsidiaries;
  • e .is not a close relative of a corporate officer of the Company;
  • f .has not been a director of the Company for more than twelve years. Loss of the status of independent director occurs on the date at which this period of twelve years is reached.
  • The Chairman of the Supervisory Board may not be considered independent if he receives variable compensation in cash or securities or any performance-related compensation from the Company or the Group.
  • The Board may rule that a member who meets the above criteria cannot be considered an independent member due to specific circumstances and, conversely, that a member who does not meet all of these criteria may be considered an independent member.
  • The Company abides by the principle that at least 50% of Board members should have independent status. If either of the above criteria is no longer met, a Board member will not be able to seek a new term of office due to the loss of independent status unless decided otherwise by the Supervisory Board with due reason.

• 3 .Each member must inform the Supervisory Board of thedirectorships he/she holds in other French and non-French companies, including any Board Committees on which he/she sits in these companies and undertakes to comply with legal requirements and AFEP/MEDEF recommendations regarding multiple Directorships. Accordingly, a member of the Supervisory Board must not sit on more than four other Boards of Directors or Supervisory Boards of listed companies outside the Group.
• 4 .In accordance with the AFEP/MEDEF Code, each member of the Supervisory Board must be a shareholder of the Company in a personal capacity and hold a significant number of shares.
• Accordingly, pursuant to Article 11.2 of the Bylaws, members of the Supervisory Board must hold a minimum of 250 shares in the Company when they begin their term of office.
• In addition, members of the Supervisory Board must increase the number of shares held to the equivalent of one year’s compensation, that is, 750 shares, before the end of their current term of office.
• The shares purchased must be held in registered form.
• This obligation to hold shares does not apply to shareholders representing employees.

• 1 .In accordance with paragraph 3 of Article 12 of the Bylaws, the Board appoints a secretary nominated by the Chairman. The secretary may be a non-member.
• 2 .The Supervisory Board meets as often as necessary, and at least five times per year, with notably a meeting focusing on strategy and a themed-based meeting onrisks, CSR and governance. Meetings are notified by letter, fax, e-mail or orally. Notices of meeting may be issued by the secretary to the Supervisory Board.
• Meetings are called by the Chairman, who sets the agenda. The agenda may be set only at the time of the meeting. In the absence of the Chairman, the meeting is chaired by the Vice-Chairman, who then assumes all the powers of the former.
• At the initiative of most Supervisory Board members or the Chairman of the Board himself, the Board can decide to hold meetings without Executive Board members present.
• The Chairman must call a Supervisory Board meeting within fifteen days of being asked to do so for a valid reason by at least one-third of its members. If such a request remains unsatisfied, the members who submitted the request may themselves call the meeting and set its agenda.
• Meetings are held at the location indicated in the notice of meeting.
• 3 .Any Supervisory Board member may authorize another member by letter, fax or e-mail to act on his/her behalf at a meeting. No member may represent more than one other member at the same meeting.
• These provisions also apply to the permanent representative of a legal entity.
• Supervisory Board proceedings are valid only when at least half of its members are present. Decisions are adopted by the majority of members present or represented. Where voting is tied, the meeting Chairman will have the casting vote.
• 4 .Except when adopting resolutions relating to the appointment or replacement of its Chairman and Vice-Chairman, and those relating to the appointment or dismissal of Executive Board members, Supervisory Board members participating in Board meetings by means of video conferencing or another means of telecommunications shall be considered present for the purpose of quorum and voting rules, subject to the provisions of relevant laws and regulations.
• 5 .The Supervisory Board may authorize non-members to attend its meetings, whether in person or by means of video conferencing or another means of telecommunications.
• 6 .An attendance register signed by the Supervisory Board members attending meetings is held at the registered office.

Minutes are recorded of all Board meetings, in accordance with applicable legal provisions.

The minutes indicate any use of video conferencing or other means of telecommunications, and the names of all those participating in the meeting through such methods.

The secretary to the Board is authorized to distribute and certify copies or extracts of the minutes.

The Supervisory Board permanently oversees the management of the Company by its Executive Board. In doing so, it exercises the powers conferred upon it by law and the Bylaws.

Throughout the year, the Supervisory Board performs the checks and controls it deems warranted, and may request any document it considers necessary to carry out its duties. The Chairman receives a monthly report from the Executive Board on the Company’s investments, cash position, transactions and debt, if any. At least once every quarter, the Executive Board submits a report on the above matters to the Supervisory Board, which includes a presentation of the Company’s business activities and strategy and the highlights for each investment strategy.

The Executive Board also presents to the Supervisory Board:

• Athe annual budget of the Company;
• Ainvestment and divestment plans for assets financed directly or indirectly by the Company once every six months;
• Aa Company business plan including a forward-looking plan for the allocation of equity on a three-year basis (with an annual update if necessary);
• Achanges in transactional practices observed in the different strategies (e.g. financing, management packages, type of sales procedures, price/multiple, exit) once a year.

• ( i )Transactions referred to in Article 14, paragraph 4, of the Bylaws and all material transactions outside the strategy of the Company are subject to the prior authorization of the Supervisory Board.
• ( ii )In accordance with Article 14 of the Bylaws, the Supervisory Board communicates in writing to the Executive Board the duration, amounts and conditions under which it gives prior authorization for one or more of the transactions covered by paragraph 4 of Article 14 of the Bylaws.
• In the event of urgency between Supervisory Board meetings, the Chairman of the Supervisory Board may, if so authorized by the Supervisory Board, and subject to approval by the Finance Committee, authorize the Executive Board to carry out the transactions covered by paragraph 4 of Article 14 of the Bylaws. For transactions covered by the eighth indent (agreements regarding debt and financing), this delegation may only be implemented when the agreement amount is between €200 million and €350 million. Such authorization must be given in writing. The Chairman will report on this authorization at the next Supervisory Board meeting, which will be asked to ratify the decision.
• ( iii )In addition to the transactions listed in Article 14 of the Bylaws and above, investment programs are authorized by the Supervisory Board under the following conditions:
  • •in the case of existing strategies, all investment programs of the Company or one of its subsidiaries where the Company’s commitment is €200 million or more, it being stipulated that Company commitments of less than €200 million must be made in accordance with forecasts presented in the business plan. Where the amounts committed to this program are exceeded or are the subject of additional co-investment by Eurazeo, the Supervisory Board’s authorization would be sought in advance at the recommendation of the Finance Committee, where the Company’s additional commitment is €50 million or more;
  • •in the case of a new strategy, all investment programs involving a commitment by the Company irrespective of the amount. It is stipulated that the Executive Board may, within the limit of €50 million per year in total, test new products or geographies which, to represent a new long-term strategy classified as existing within the meaning of the previous paragraph, would need to be authorized in advance by the Supervisory Board;
  • •all equity investment transactions that are not part of a Company or subsidiary investment program.
• With regard to investments carried on the Company’s balance sheet, it is recalled that the teams remain free to temporarily carry investments with a view to their syndication/resale provided the relevant commitment does not cause the strategy to exceed the concentration threshold stipulated in the investment fund/program documentation.
• The prior approval of the Finance Committee or the Supervisory Board shall be sought by the Executive Board for the portion of the investment exceeding the concentration threshold, that would imply an investment financed directly or indirectly by the Eurazeo balance sheet. The approval of the company body may be sought by written circular resolution. If the investment portion exceeding the concentration threshold is greater than €100 million, the prior approval of the Supervisory Board shall be required. Below this amount, the Finance Committee is competent, it being specified that the members of the Supervisory Board will be informed thereof at the end of the Finance Committee meeting.
• An inventory of all current carried investments/syndications shall be performed at each Audit Committee meeting. Where the fund documentation has not yet been approved by the limited partners, reference shall be made to the concentration percentage limit agreed for the relevant strategy’s previous program/fund applied to the Eurazeo balance sheet commitment.
• ( iv )The structuring of Carried interest programs in which corporate officers of the Company are beneficiaries are also subject to the prior authorization of the Supervisory Board.
• ( v )The Supervisory Board Chairman may advise the Executive Board at any time on any transaction, whether past, present or future.
• ( vi )Prior agreements and/or authorizations granted to the Executive Board under the terms of Article 14 of the Bylaws and this Article must be detailed in the minutes of the proceedings of the Supervisory and Executive Boards.

• 1 .Under the terms of paragraph 6 of Article 14 of the Bylaws, the Supervisory Board resolves to set up an Audit Committee, a Finance Committee, a Compensation, Appointment and Governance (CAG) Committee and a Corporate Social Responsibility (CSR) Committee. All four Committees are permanent committees. Their duties and rules are set out in their charters in Appendices 1, 2, 3 and 4 to these Internal Rules.
• 2 .Each Committee has between three and seven members appointed in a personal capacity, who may not be represented by other members. They are chosen freely by the Board, which ensures that they include independent members.
• 3 .Although the term of Committee membership coincides with the member’s term of office on the Supervisory Board, the latter can change the composition of its Committees at any time and remove a member from a Committee if necessary.
• 4 .The Board may also appoint one or more non-voting members to sit on one or more Committees for whatever duration it sees fit. In accordance with the Bylaws, these non-voting members may only take part in Committee proceedings in a consultative capacity. They may not act on behalf of Supervisory Board members and may only advise.
• 5 .The Board appoints the Committee Chairman from among its members, and for the duration of his/her appointment as a Committee member.
• 6 .Each Committee reports on the performance of its duties at the next meeting of the Supervisory Board.

• 7 .Each Committee sets the frequency of its own meetings, which are held at the registered office or any other location selected by the Chairman, who also sets the agenda for each meeting.
• The Chairman of a Committee may invite Supervisory Board members to attend one or more of its meetings. Only Committee members may take part in deliberations.
• Each Committee may invite any guest of its choice to attend its meetings.
• 8 .In the absence of specific provisions, the minutes of each Committee meeting are recorded by the secretary appointed by the Committee Chairman, under the authority of the Committee Chairman. The minutes are distributed to all Committee members. The Committee Chairman decides on the conditions governing the way in which the work of the Committee is reported to the Supervisory Board.
• 9 .Each Committee puts forward proposals, recommendations and/or advice within its own field of expertise. For this purpose, it may undertake or commission any studies liable to assist the deliberations of the Supervisory Board and, after having informed the Chairman of the Supervisory Board or the Supervisory Board itself, it may call on external experts if necessary at the expense of the Company. The Committees report on the information and opinions obtained.
• 10 .Compensation of Committee members is set by the Supervisory Board, and paid from the total amount of compensation for the year.

• 1 .The Chairman and Vice-Chairman may receive compensation, the nature, amount and payment methods of which are determined by the Supervisory Board acting upon recommendation of the CAG Committee.
• 2 .The amount of compensation set by the Shareholders’ Meeting under the terms of Article 15 of the Bylaws is shared between the Supervisory Board, its Committees and, when applicable, their non-voting members, in accordance with the following principles:
  • •the Supervisory Board sets the amount of compensation allocated to Supervisory Board members, and the amount allocated to the Chairman and members of each Committee;
  • •compensation allocated to members of the Supervisory Board includes a fixed portion and a variable portion in proportion to their actual presence at Board meetings;
  • •compensation allocated to members of the Committees is determined in proportion to their actual presence at Committee meetings;
  • •the Supervisory Board may decide that a proportion of the compensation should be allocated to non-voting members, the amount and conditions of such allocation being set by the Supervisory Board itself;
  • •the Supervisory Board may decide the grant of exceptional compensation for specific assignments entrusted to a member;
  • •in the event the total amount of compensation set by the Shareholders’ Meeting is exceeded, a reduction ratio is applied to all compensation granted to members and non-voting members.
• 3 .Members of the Supervisory Board will be reimbursed reasonable and necessary expenses incurred in the exercise of their duties and the interests of the Company (travel and hotel expenses incurred to attend Supervisory Board and committee meetings), subject to presentation of supporting documents and within the conditions set by the expense reimbursement policy for Board members.

• 1 .Supervisory Board and Committee members, and any person attending Supervisory Board and/or Committee meetings, are bound by a general obligation of confidentiality concerning the proceedings attended, and in respect of any confidential information or information described as such by the Chairman of the meeting concerned or the Chairman of the Executive Board.
• 2 .More particularly, when the Supervisory Board receives precise confidential information liable, if published, to affect the share price of the Company or one of the companies it controls, then the members of the Board must refrain from disclosing this information to any third party until it has been made public. The SupervisoryBoard members must comply with the provisions of the securities trading code of conduct that they have signed.
• 3 .Every Supervisory Board member must inform the Company by sealed letter conveyed via the Chairman of the Supervisory Board, of any transaction involving his/her shares in the Company. This letter must include details of the number of Company shares held and be submitted within three business days of the transaction to which it refers Supervisory Board members must also inform the Company of the number of shares they hold as of December 31 of each year, and at the time of any financial transaction, so that the Company can disclose this information.
• 4 .The Company may ask any Supervisory Board member to provide full information concerning transactions in the shares of listed companies, when such information is necessary to satisfy reporting obligations to national regulatory bodies, and more specifically, market regulators.
• 5 .When a transaction is planned in which a Supervisory Board member or a non-voting member of the Supervisory Board has a direct or indirect interest (e.g. when a Board member is affiliated with the seller’s advisory or funding bank, or the bank advising or funding a Eurazeo competitor in respect of the same transaction, or with a major supplier or customer of a company in which Eurazeo is considering acquiring an investment), the Supervisory Board member or the non-voting member of the Supervisory Board concerned must inform the Chairman of the Supervisory Board as soon as he/she is aware of the planned transaction, specifying whether his/her interest is direct or indirect and the nature of the interest. The Supervisory Board member or the non-voting member of the Supervisory Board concerned is then required to abstain from participating in Supervisory Board or Committee meetings at which the prospective transaction is discussed. Consequently, he/she takes no part in the proceedings of the Supervisory Board or in the vote concerning the planned transaction, and does not receive the relevant section of the minutes.

The Executive Board will be informed of these rules, and will take due note of them under a specific resolution.

On February 5, 2023, the Supervisory Board decided to set up a new Executive Board comprising:

• AChristophe Bavière, Chairman of the Executive Board and Co-CEO;
• AWilliam Kadouch-Chassaing, Chief Executive Officer and Co-CEO;
• ASophie Flak, Managing Partner, ESG & Digital;
• AOlivier Millet, Managing Partner – Small-mid buyout & NovSanté.

These members were appointed for a term of four years (expiry in 2027). The duties of Chairman of the Executive Board and Chief Executive Officer are rotated annually.

On the same date, the Supervisory Board terminated the term of office of Virginie Morgon as Chairwoman and member of the Executive Board and the terms of office of Nicolas Huet and Marc Frappier as members of the Executive Board.

Experience and expertise

• AWilliam Kadouch-Chassaing joined Eurazeo in March 2022 as member of the Executive Board, General Manager Finance and Strategy and Chief Investment Officer. He was appointed as Chief Executive Officer of Eurazeo on February 5, 2023. Since February 5, 2024, he is Chairman of the Executive Board (NB:  annual rotation of the Chair).
• AWilliam Kadouch-Chassaing began his career in 1992 in the office of the Minister of Transport, while working concurrently as an associate professor in economics and social sciences at university level. In 1996, he joined JP Morgan as an economist and strategist before joining the Mergers & Acquisitions Department in 1998, as a manager within the Telecom, Media and Tech team in London. In 2007, he became a Senior Banker for Société Générale corporate and investment banking. In 2013, he was appointed Deputy Chief Financial Officer and Head of Group Strategy of the Société Générale group, becoming a member of the group’s General Management Committee. William Kadouch-Chassaing was Group Chief Financial Officer and then Deputy General Manager & Head of Finance of Société Générale group from mid-2018 to November 2021. He was also a Director of Amundi SA from 2013 to 2015 and 2018 to 2021.
• AWilliam Kadouch-Chassaing graduated from École Normale Supérieure (humanities and social sciences), Sorbonne University and the Paris Institute of Political Science and became an associate professor of economics and social sciences in 1992.

Offices and positions held in companies as of December 31, 2023

Offices and positions currently held in the Eurazeo group as of December 31, 2023

• AMember of the Executive Board and Chief Executive Officer of Eurazeo SE* (NB - annual rotation of the Chair).
• AChief Executive Officer of Eurazeo Global Investor (NB - annual rotation of the Chair).
• AChairman of Eurazeo Patrimoine, Legendre Holding 25, Legendre Holding 84, CarryCo Capital 1, CarryCo Capital 2, CarryCo Croissance 3 and CarryCo Pluto.
• AManaging Director of Eurazeo Patrimoine Asset Management, Legendre Holding 26, Legendre Holding 30, Legendre Holding 34, Legendre Holding 35, Legendre Holding 36, Legendre Holding 44, Legendre Holding 59, Legendre Holding 65, Legendre Holding 72, Legendre Holding 74, Legendre Holding 75, Legendre Holding 79, Legendre Holding 80, Legendre Holding 81, Legendre Holding 82, Legendre Holding 83, Legendre Holding 86, Legendre Holding 91, Legendre Holding 98, Legendre Holding 99, Legendre Holding 110, Legendre Holding 113, Legendre Holding 114, Legendre Holding 115, LH Adjust, LH Apcoa, LH BackMarket, LH Bandier, LH Beekman, LH ContentSquare, LH CPK, LH Doctolib, LH Emerige, LH Grandir, LHH 1, LHH 2, LH Honey, LH Hospitality, LH Jaanuu, LH Mano, LH Meero, LH Nest, LH Open Road, LH Payfit, LH PMG, LH QTonic, LH Seqens, LH Reden 2020, LH VC, LH WS, CarryCo Patrimoine, CarryCo Patrimoine 2, CarryCo Croissance, CarryCo Croissance 2.
• AChairman of the Board of Directors of the Eurazeo venture philanthropy fund.
• AMember of the Supervisory Committee of IM Square SAS.
• AChief Executive Officer of Alpine NewCo, Inc. (USA)

Offices and positions currently held outside the Eurazeo group as of December 31, 2023

• A-

Other offices and positions held over the past five years

• AManaging Director of Legendre Holding 43, LH GP, Eurazeo Capital V FF B, EC V Parallel Fund and Humens Topco.
• ADeputy General Manager & Head of Finance of the Société Générale group*.
• AMember of the Supervisory Board of Société Générale Algérie.
• ADirector of Eurazeo Mid Cap SA (now Eurazeo Global Investor), Eurazeo ITA Srl (Italy), Université Sorbonne Nouvelle and Amundi*.
• AChairman of the Board of Directors and director of Eurazeo Investment Manager SA.

*     Listed company.

This section presents the corporate officer compensation policy as set by the Supervisory Board at the recommendation of the CAG Committee, pursuant to Article L. 22-10-26 of the French Commercial Code. The procedure followed will be the same for any review of the compensation policy.

The composition of the Supervisory Board and its CAG Committee helps ensure a lack of conflict of interest when drawing up, reviewing and implementing the compensation policy.

This compensation policy is subject to approval by the Shareholders’ Meeting of May 7, 2024. The components of corporate officer compensation for 2024 are determined, awarded or taken within this framework by the Supervisory Board.

The compensation policy is established taking into consideration the compensation and employment conditions of Company and Group employees, as a significant portion of Group employees have a variable component of their annual compensation. Similarly, pursuant to the recommendations of the AFEP-MEDEF Code, free shares and options are not only granted to corporate officers, but benefit all Group employees each year, which means that some of them are subject to performance conditions comparable to those applicable to the Executive Board members.

The compensation policy for Supervisory Board members aims to establish competitive compensation adapted to Group issues in view of the overall sum approved by shareholders. This policy promotes the attendance of Supervisory Board members at Board and Committee proceedings.

Article 7 of the Supervisory Board’s Internal Rules provides that:

• Athe Chairman and Vice-Chairman may receive compensation, the nature, amount and payment methods of which are determined by the Supervisory Board acting upon recommendation of the CAG Committee;
• Athe amount of compensation set by the Shareholders’ Meeting under the terms of Article 15 of the Bylaws is shared between the Supervisory Board, its committees and, when applicable, their non-voting members, in accordance with the following principles:
  • •the Supervisory Board sets the amount of compensation allocated to Supervisory Board members and the amount allocated to the Chairman and members of each Committee,
  • •compensation allocated to members of the Supervisory Board includes a fixed portion and a variable portion in proportion to their actual presence at Board meetings,
  • •compensation allocated to members of the committees is determined in proportion to their actual presence at committee meetings,
  • •the Supervisory Board may decide that a proportion of the compensation should be allocated to non-voting members, the amount and conditions of such allocation being set by the Supervisory Board itself,
  • •the Supervisory Board may decide the grant of exceptional compensation for specific assignments entrusted to a member,
  • •in the event the total amount of compensation set by the Shareholders’ Meeting is exceeded, a reduction ratio is applied to all compensation granted to members and non-voting members.

According to the Shareholders’ Meeting of April 25, 2018 in its 28th resolution, the annual compensation allocated to the Supervisory Board is €1,200,000 until decided otherwise.

On March 6, 2024, at the recommendation of the CAG Committee, the Supervisory Board set the compensation policy for Supervisory Board members that will be presented for vote at the Shareholders’ Meeting of May 7, 2024. The CAG Committee proposed an increase in the variable component for attendance at Supervisory Board and committee meetings due to the increase in the number of meetings, the greater commitment required of members and the complexity of proceedings, without increasing the total amount of attendance fees of €1.2 million set in 2018.

It analyzed market practices and benchmark components for listed companies in France and Europe. After this review, the following parameters were adopted: (i) retention of the overall amount of €1.2 million, (ii) inclusion of new members in some committees, (iii) retention of fixed annual compensation of €18,000 for each member of the Supervisory Board, with a 200% and 100% bonus, respectively, for the Chairman and Vice-Chairman and finally (iv) the predominance of the variable component linked to attendance.

Accordingly, the following principles governing the Supervisory Board 2023 compensation policy were maintained with a new allocation of compensation, comprising an increase in variable compensation for attendance at Board meetings above that for attendance at committee meetings and an adjustment to the variable compensation for attendance at committee meetings to an identical amount for all committees.

The two members of the Supervisory Board representing employees receive no compensation for their duties.

The 10th resolution presented to the Shareholders’ Meeting of May 7, 2024 asks shareholder to approve the 2024 compensation policy for Supervisory Board members.

Finally, the additional annual compensation awarded to the Chairman of the Supervisory Board was set at €150,000 by the Supervisory Board meeting of March 8, 2022, at the recommendation of the CAG Committee. The Supervisory Board meeting of March 6, 2024, at the recommendation of the CAG Committee, unanimously appointed Jean-Charles Decaux as Chairman of the Supervisory Board for the duration of his term of office as a member of the Supervisory Board, that is until the 2028 Shareholders’ Meeting, with effect from the end of the Shareholders’ Meeting of May 7, 2024, subject to the renewal of his term of office as a member of the Supervisory Board. The additional annual compensation awarded to the Chairman of the Supervisory Board remains unchanged at €150,000.

In addition, reasonable travel and accommodation expenses incurred at the time of Board and Committee meetings are reimbursed on the presentation of receipts. Supervisory Board members do not receive other components of compensation, specifically share subscription or purchase options or performance shares.

In accordance with the AFEP/MEDEF Code, each member of the Supervisory Board must be a shareholder of the Company in a personal capacity and hold a significant number of shares. Pursuant to Article 11.2 of the Bylaws, members of the Supervisory Board must hold a minimum of 250 shares in the Company when they begin their term of office. In addition, Article 4 of the Internal Rules states that members of the Supervisory Board must increase the number of shares held to the equivalent of one year’s compensation, that is 750 shares, before the end of their current term of office. This obligation to hold shares does not apply to members representing employees, when applicable.

The Supervisory Board sets the compensation policy for members of Eurazeo’s Executive Board on the basis of recommendations made by the CAG Committee, taking account of the principles set out in the AFEP/MEDEF Code: comprehensiveness, balance between compensation components, comparability, consistency, understandability of the rules and proportionality.

It strictly complies with the specific regulatory framework applicable in the countries and business sectors in which Eurazeo operates, including the AIFMD.

It reflects the responsibilities of the Executive Board members and the Group’s context, remains competitive and encourages the promotion of Group performance in the medium and long-term, in line with the Company’s interest and the Eurazeo group’s ESG policy.

The Eurazeo group rewards performance based on results and ensures that performance is measured so as not to encourage irresponsible risk taking. It thereby guarantees shareholders and clients long-term returns on their investments. The governance bodies ensure that compensation practices do not go against this objective, but also that they remain sufficiently competitive to attract and retain the best expertise and the best talent and encourage employee commitment.

Compensation is structured to reward:

• Athe creation of annual value for the Group, its shareholders and its clients, through annual variable compensation;
• Athe creation of mid-term value for the Group and its shareholders, through annual free share grants, the majority of which are subject to performance conditions tied to the Group’s main indicators.

The members of the Executive Board therefore receive the following components: fixed compensation, annual variable compensation, long-term compensation (share purchase option and/or performance share grants).

At the recommendation of the CAG Committee, the Supervisory Board meeting of March 6, 2024 adjusted the Executive Board compensation policy in the following significant areas:

• Aadjustment to an economic criteria of the variable compensation in line with the change in business model;
• Areplacement of the 10% additional annual variable compensation in the event of an exceptional contribution not taken into account in the objectives set, by the possibility for the Supervisory Board to pay additional variable compensation in the event of exceptional circumstances;
• Asetting of long-term compensation comprised solely of performance shares from fiscal year 2024;
• Athe option, at the initiative of the Supervisory Board, to apply the prorata temporis rule where long-term instruments are maintained in the event of departure.

This compensation policy will also apply to all new Executive Board members appointed during the year.

The fixed compensation seeks to guarantee a competitive level of compensation compared to the sector and in line with the Company’s development. It is determined by the Supervisory Board based on market practices observed in comparable sector companies. The fixed compensation is not intended to change each year. The fixed compensation allocated to each member of the Executive Board will be reviewed every four years, in the absence of any specific change in responsibilities and/or duties.

The fixed compensation of the Co-CEOs and members of the Executive Board is unchanged and is therefore set as follows:

• A€800,000 for William Kadouch-Chassaing;
• A€800,000 for Christophe Bavière;
• A€400,000 for Sophie Flak;
• A€500,000 for Olivier Millet.

The principles and criteria setting the annual variable compensation of Executive Board members are determined and reviewed each year by the Supervisory Board based on the recommendations of the CAG Committee.

Target variable compensation is expressed for each Executive Board member as a percentage of annual fixed compensation, set at 100%. This target bonus represents 100% attainment of the objectives set for the various criteria.

The annual variable compensation rewards annual performance based on:

• Aobjective economic criteria, representing 65% of the target bonus;
• Aspecific qualitative criteria, common and specific to Executive Board members, representing 20% of the target bonus and based on quantifiable elements directly linked to the presented strategy and the defined objectives;
• Aand finally, an ESG appraisal representing 15% of the target bonus.

There are currently four economic criteria:

• Aannual growth in Portfolio Fair Value (PFV), expressed as a percentage of value creation, which replaces annual growth in Accounting Net Assets (ANA) per share, dividends reinvested: this criterion represents 20% of the target bonus where the objective of 8% annual growth currently set by the Supervisory Board is attained and can reach 40% if this objective is exceeded;
  • •the change in this criterion is essentially technical and enables, in particular, alignment with the Eurazeo group’s financial communication. It continues to reveal potential capital gains on disposal of portfolio companies, as did ANA and NAV;
  •  
• Athe relative performance of the Eurazeo share measured with respect to the increase in the Total Shareholder Return (TSR) compared to the LPX-TR Europe index: this criteria represents 15% of the target bonus. The target is attained if the relative performance is equal to +2.5% and can reach 30% in the event of outperformance of +5.0% or more. No bonus is granted if the Eurazeo share performance is not at least equal to that of the index;
  • •this criterion, which compares the Eurazeo share performance with that of an index of peers, helps align the interests of Executive Board members with those of shareholders;
  •  
• Aexternal fundraising generating management fees in line with budget: this criterion represents 15% of the target bonus if the objective determined by the Supervisory Board is met and can reach 25% if this objective is exceeded;
  • •this criterion measures compliance with fundraising forecasts by the Audit Committee, an indicator that is both a key component of recurring revenue creation and a measure of the appeal of the Eurazeo funds;
  •  
• AFRE (fee related earnings) in line with budget in the context of the development of the Group’s asset management activity: this criterion now represents 15% of the target bonus where the objective set by the Supervisory Board is attained and can reach 25% if this objective is exceeded;
  • •this criterion measures both attainment of recurring revenue forecasts for management fees notably relating to fundraising and control over Group operating expenses.

Depending on the level of attainment of these criteria (values less than, equal to or more than the target values set), the portion of variable compensation based on economic criteria can vary between 0% and 120% of the target bonus.

Individual qualitative criteria are set annually by the Supervisory Board at the recommendation of the CAG Committee. They include notably items relating to strategy and the ESG policy, contributing to company sustainability.

At the recommendation of the CAG Committee, the Supervisory Board Meeting of March 6, 2024 defined the following qualitative criteria:

• Acommon quantifiable criteria representing 10% of the target bonus and relating to:
  • •cost control, for 5% of the target bonus,
  • •fund performance compared to peers, for 5% of the target bonus;
• Aindividual criteria linked to the operating responsibilities of each Executive Board member and associated with strategic developments or the implementation of their activity.

The ESG appraisal is based on:

• Aprogress with the commitment of financed companies to deliver the SBTi decarbonization target (see Section 3.2.4.2) and
• Aannual progress of the unadjusted gender pay gap (see Section 3.2.3.3).

In all events, after addition of the economic criteria, the qualitative criteria and the ESG appraisal, the total variable compensation awarded cannot exceed 150% of the target variable compensation.

The Supervisory Board can reserve the possibility to pay additional variable compensation in the event of exceptional circumstances - such as, for example, a transformational acquisition or a major and structural change in the Group’s scope - due to their importance to the Company or the involvement they require or difficulties they represent. The reasons for this compensation would be substantiated and set in accordance with the AFEP-MEDEF Code general principles on compensation and AMF recommendations.

Once set by the Supervisory Board and approved by the Shareholders’ Meeting, the variable compensation amount cannot be reduced or returned.

Pursuant to prevailing regulations, payment of the variable compensation to each Executive Board member in respect of fiscal year 2024 will be subject to approval by the Ordinary Shareholders’ Meeting approving the financial statements for the year ended December 31, 2024, of the components of compensation paid or awarded to the executive in question for the year.

Executive Board members are not intended to receive compensation from offices held in the investments. Accordingly, this compensation is deducted from variable compensation payable in respect of the same fiscal year.

Long-term compensation seeks to encourage value creation over the long-term and align the interests of managers with those of shareholders. It is accompanied by strict performance conditions which reflect the Company’s strategy. Long-term compensation is framed by two authorizations granted by the Shareholders’ Meeting of April 28, 2022 (35th and 36th resolutions). The Executive Board is therefore authorized to grant:

• Ashare subscription or purchase options to employees and corporate officers of the Company and its affiliates, representing up to 1.5% of the Company's share capital. Grants of share subscription or purchase options to corporate officers is subject to a sub-ceiling of 1.0% of the share capital;
• Afree shares to employees and corporate officers of the Company and/or affiliates, representing up to 3% of the Company’s share capital per 38-month period. Grants of free shares to corporate officers is subject to a sub-ceiling of 1.5% of the share capital;
• Athe sub-ceiling of 1.5% of the share capital is therefore the overall ceiling applicable to free grants of shares and to shares to which share subscription or purchase options may confer entitlement, granted to corporate officers pursuant to the authorizations given by the Shareholders' Meeting in the 35th and 36th resolutions;
• Athe ceiling of 3% of the share capital is therefore the overall ceiling applicable to free grants of shares and to shares to which share subscription or purchase options may confer entitlement, granted pursuant to the authorizations given by the Shareholders’ Meeting in the 35th and 36th resolutions, per 38-month period, i.e. an average of 1% per year.

At the recommendation of the CAG Committee, the Supervisory Board thereby determines annually the overall amount of long-term compensation to be granted to Executive Board members and employee beneficiaries.

Pursuant to Article 14 of the Bylaws, prior authorization by the Supervisory Board is required for “the creation of stock option plans and the granting of Company share subscription or purchase options, or the grant of free shares in the Company to employees or certain categories of employees or any similar product”.

At the recommendation of the CAG Committee, the Supervisory Board meeting of March 6, 2024 decided that from fiscal year 2024, the long-term compensation of Executive Board members and employee beneficiaries will solely comprise performance shares, whose value, as estimated by an independent third-party, represents a percentage of their overall compensation awarded for the previous fiscal year (see Section 5.8.1.5). The Supervisory Board sets, for each Executive Board member, the number of performance shares that will be granted according to their responsibilities and contribution to the Company’s operations. Free performance share grants are subject to a three-year vesting period (the “Vesting Date”) and the attainment of the performance conditions detailed below, assessed over a three-year period.

The portion granted to Executive Board members complies with the following limits:

• Athe total number of shares granted to the Executive Board may not represent 50% or more of the total number of shares granted;
• Athe value of such shares as presented in the consolidated financial statements in accordance with IFRS cannot exceed twice the total annual compensation (fixed and variable) of each executive corporate officer.

Performance shares vest subject to the continued employment of the beneficiary at the Vesting Date.

Should a member of the Executive Board leave the Company before the end of the vesting period for performance share grant plans, unvested rights will be lost in the absence of a decision to the contrary by the competent bodies lifting the obligation of presence for some or all of the securities not yet vested:

• Ain the event of retirement, unvested rights will be maintained in full;
• Ain exceptional circumstances, the Supervisory Board can decide to maintain all or part of performance share grant rights in the event of the departure of an executive. The reasons for the Supervisory Board’s decision must be substantiated and in the corporate interest;
• Ain other discretionary cases, unvested rights will be maintained at maximum on a time-apportioned basis.

The shares maintained will not vest early and will remain subject to the attainment of performance conditions.

Pursuant to the provisions of the fourth paragraph of Article L. 225-185 of the French Commercial Code, each member of the Executive Board is required to hold in a registered account, throughout his or her term of office, either directly or indirectly, through wealth management or family structures, one-third of the shares resulting from grants of free performance shares, capped at the equivalent of three times the amount of the most recent annual fixed compensation for the Chairman of the Executive Board and two times the most recent annual fixed compensation for the other Executive Board members.

The Performance Conditions applicable to performance shares were determined on March 7, 2023 by the Supervisory Board at the recommendation of the CAG Committee and remain unchanged.

The indicators are as follows:

• AAccounting Net Asset (ANA) performance, restated for distributions, per share. Shares will only vest if this indicator improves and the grant rate is calculated on a straight-line basis between an average annual improvement of 0% and +8%. This criterion represents 70% of the total grant. If Eurazeo outperforms this indicator by between +8% and +10%, an additional vesting percentage of 15% can be obtained through straight-line interpolation;
• Athe progress of the Eurazeo share price (dividends reinvested) between the grant date and the vesting date, compared to the SBF 120 index (dividends reinvested). This indicator is considered representative of the activities of the Eurazeo group portfolio companies. Shares will only vest if the Eurazeo share price increases by at least the same rate as the SBF 120 index during the period and the grant rate is calculated on a straight-line basis between a relative performance of 0% and +7.5% of the Eurazeo share price compared to this indicator. This criterion represents 15% of the total grant. If Eurazeo outperforms this indicator by between +7.5% and +10%, an additional vesting percentage of 5% can be obtained through straight-line interpolation;
• Athe progress of the Eurazeo share price (dividends reinvested) compared to the LPX-TR Europe index, an index relating to European listed investment companies. This indicator has the same overall weighting as the previous criterion. If Eurazeo has the same performance as the LPX-TR Europe index in the period, the entire share tranche will vest. If Eurazeo underperforms compared to the index, no shares will vest in this regard. If the Eurazeo share outperforms this index by between 0% and +10%, an additional vesting percentage of 5% can be obtained through straight-line interpolation;
• Aif one or several criteria outperform, the number of shares that vest cannot exceed the number of shares granted initially, as adjusted for dilutive events during this period, where applicable.

For members of the Executive Board and the Management Committee, as well as Partners and investment team and investor relations team Managing Directors, the performance conditions are applicable to 100% of their annual grants. For other beneficiaries, the vesting of half of their shares will be subject to the attainment of these Performance Conditions.

The beneficiaries give a formal commitment not to enter into risk hedging transactions.

No Executive Board members are entitled to any supplementary defined benefit pension plans.

Executive Board members may be authorized to receive the following benefits:

• Aa company car;
• Asenior executive insurance policy coverage (garantie sociale des chefs d’entreprise – GSC) in the case of Christophe Bavière and William Kadouch-Chassaing due to the suspension of their employment contract.

Furthermore, in the event of expatriation, the Company may bear the cost of certain expenses (relocation costs, accommodation, compensation for higher living costs, schooling and daycare costs and tax assistance) and additional taxes under the conditions set by the Supervisory Board.

Finally, in common with all Company staff, Executive Board members are covered by the same contribution and benefit conditions under Group health, provident and accident insurance plans.

Executive Board members also benefit from the defined contribution pension plan open to all employees of the Company, subject to the same contribution conditions.

Executive Board members also benefit from the incentive and profit-sharing agreements in force within the Company, like all Company employees in France.

Where an executive is appointed from outside the Group, the Supervisory Board, at the recommendation of the CAG Committee, may decide to grant a sign-on bonus in accordance with the recommendations of the AFEP/MEDEF Code, in order to compensate for any revenue that the new executive may have waived on leaving his or her former employer.

The Supervisory Board may decide to include a twelve-month non-compete obligation for Executive Board members applicable should an executive resign before the end of his or her term of office.

If implemented, this non-compete obligation would result in the payment of gross monthly compensatory benefits equal to 50% of the average monthly compensation over the 12 months preceding the termination of the term of office and, where applicable, the individual’s employment contract.

In the event of payment of a termination benefit, the combined total of the non-compete allowance and the termination benefit must not exceed the combined total of the fixed and variable compensation paid during the two years preceding departure.

Since the Supervisory Board’s decision of March 7, 2019, non-compete compensation is no longer paid when the executive leaves the Company to claim his/her pension rights or the executive is over 65 years old, in accordance with new regulations and the AFEP/MEDEF Code.

Each member of the Executive Board is entitled to termination benefits in the event of:

• Aforced termination of duties;
• Aforced departure before expiry of the term of office. This situation covers any resignation in the six months following a change in control or strategy of the Company;
• Adismissal, except in the case of gross or willful misconduct.

The non-renewal of the term of office of Executive Board members, including the Chairman of the Executive Board, is not one of the cases expressly conferring entitlement to termination benefits, the Supervisory Board restricting the scope to the concept of forced termination.

The Supervisory Board meeting of March 7, 2023 also revised and aligned termination benefits for all Executive Board members, which now represent eighteen (18) months total annual compensation (fixed and variable) based on compensation paid in respect of the last 12 months.

For each Executive Board member, payment of termination benefits is subject to a performance condition assessed by comparing the change in Eurazeo’s share price (dividends reinvested) with that of the LPX-TR Europe index, between the last date of appointment and the expiry of the term of office.

• Aif Eurazeo’s share price (dividends reinvested) achieves 100% or more of the performance of the LPX-TR Europe index, the Executive Board member shall receive full termination benefits;
• Aif Eurazeo’s share price (dividends reinvested) achieves 50% of the performance of the LPX-TR Europe index, the Executive Board member shall receive two-thirds of termination benefits;
• Abetween these limits, the termination benefits due to the Executive Board member shall be calculated on a proportional basis;
• Aif Eurazeo’s share price (dividends reinvested) achieves less than 50% of the performance of the LPX-TR Europe index, the Executive Board member shall receive no termination benefits.

Payment shall also not be made if the individual leaves the Company at their own initiative to take up another position, if they change their position within the Group or if they are eligible for a pension within one month of the departure date. Compensation equal to half this amount will be payable if they are eligible for a pension within one to six months of the departure date. In all events, whatever the departure date, the termination benefits received may not exceed the compensation that would have been received for the remaining months to retirement. Finally, when the corporate officer also holds an employment contract with the Company, termination benefits will include and may not be less than any compensation due pursuant to law or the collective agreement.

Members of the Executive Board can be bound to the Company by a permanent employment contract, whose termination conditions (including the notice period) comply with applicable regulations and collective agreements. Where necessary, the employment contract is suspended under the conditions set forth in the AFEP/MEDEF Code.

In the event of the departure of an executive, the above components of the compensation policy are impacted as follows:

The Executive Board appointed by the Supervisory Board following its meeting of February 5, 2023 comprises four members: Christophe Bavière and William Kadouch-Chassaing, Chairman of the Executive Board and Chief Executive Officer, respectively, as well as Sophie Flak and Olivier Millet. The duties of Chairman of the Executive Board and Chief Executive Officer will be rotated annually.

In accordance with Article 23 of the AFEP/MEDEF Code, and at the recommendation of the CAG Committee, the Supervisory Board favored the suspension of the employment contracts held by Christophe Bavière and William Kadouch-Chassaing with Eurazeo or a Group company. Christophe Bavière and William Kadouch-Chassaing held an employment contract with Eurazeo Investment Manager (formerly Idinvest Partners) and Eurazeo, respectively.

The Supervisory Board meeting of March 6, 2024, at the recommendation of the CAG Committee, set their compensation components in line with the compensation policy.

The Supervisory Board has authorized the regulated agreements set out in Article L. 225-86 of the French Commercial Code, of companies with executives in common entered into during the fiscal year ended December 31, 2023, and reviewed the agreements and commitments already approved by the Shareholders’ Meeting.

The Statutory Auditors’ special report, which includes all agreements and commitments in progress, can be found in Chapter 8, Section 8.6 of the 2023 Universal Registration Document.

The Supervisory Board approved the following agreements, in view of the investments of some of the Executive Board members:

• APrimarily contractual documents to be entered into with members of the Executive Board and members of the investment team structuring their respective investments in funds open to third-party investors. Nine co-investment plans were authorized during 2023 at the Supervisory Board meetings of October 17, 2023 and December 5, 2023: Eurazeo Capital V, France China Cooperation Fund Blend (ECAF), Eurazeo Secondary Fund V, Eurazeo Strategic Opportunities 3, Eurazeo Digital IV, Eurazeo Growth Fund IV, Hospitality ELTIF, FCPI Venture (Supervisory Board meeting of October 17, 2023) and Eurazeo Entrepreneur Club 2 (Supervisory Board meeting of December 5, 2023).
•  
• AInvestments by members of the Executive Board and investment teams will be performed in accordance with the fund rules. Carried interest shares issued by these funds vest progressively to members of the Executive Board and the investment teams. In accordance with market practices and prevailing regulations, the members of the Executive Board and the investment teams hold a separate class of shares conferring different rights (compared to ordinary shares) to capital gains. For several years, Eurazeo has allowed members of the Executive Board and members of the investment team to invest alongside third-party investors in the funds managed by the Eurazeo group. It is specified that investments in the funds by members of the Executive Board and members of the investment team carries a risk that all or part of the investment will be lost.
•  
• AIn addition, during the meetings of October 17, 2023 and March 6, 2024, the Supervisory Board authorized the reallocation of shares held by outgoing members of the Executive Board to incoming members of the Executive Board for the Eurazeo PME IV, Eurazeo Transition Infrastructure I and Pluto carried interest plans. Accordingly, the Board authorized Sophie Flak’s membership of the Eurazeo PME IV carried interest plan set-up by the Supervisory Board of November 29, 2021 and the NovSanté carried interest plan authorized by the Supervisory Board of November 30, 2022 (Supervisory Board meeting of October 17, 2023), and Sophie Flak’s, Christophe Bavière’s and William Kadouch-Chassaing’s membership of the Eurazeo Transition Infrastructure I co-investment plan authorized by the Supervisory Board meeting of November 30, 2022 (Supervisory Board meeting of October 17, 2023) and the Carryco Pluto co-investment plan authorized by the Supervisory Board meeting of November 30, 2022 (Supervisory Board meeting of March 6, 2024).
•  
• AThese plans are described in Section 5.14 of the 2023 Universal Registration Document.

• AThe Supervisory Board meeting of March 6, 2024 authorized the signature of a second amendment to the agreement between JCDecaux Holding SAS and Eurazeo to update certain governance rules and rules concerning the acquisition or transfer of shares set-out in the initial agreement, to reaffirm the Decaux family’s strong ties with the Company and its active role in its governance and to consolidate the stability of its shareholding.
• The main provisions of the second amendment include a change to the investment cap increasing it from 23% to 30% of the Eurazeo share capital, the right to request the appointment of a third representative of JCDecaux Holding on the Eurazeo Supervisory Board and adjustments to the Eurazeo prior consultation clause in the event of a share disposal project, subject to certain extended cases of unrestricted disposal.
•  
• ADetailed information on this agreement is presented in Chapter 7.1.2 of the 2023 Universal Registration Document.

In accordance with legal and regulatory provisions, the Supervisory Board adopted an internal charter on regulated and standard agreements (the “Charter”).

This Charter was approved on March 11, 2020 and revised by the Supervisory Board on December 5, 2023 and has two objectives:

• Aformalize the classification of agreements to be submitted to the related-party agreements procedure, setting them apart from standard transactions entered into under normal conditions;
•  
• Aimplement within the Company, in accordance with the Pact Law (Loi Pacte), procedures enabling the regular assessment of agreements for standard transactions entered into under normal conditions.

This Charter may be consulted on the Company’s website at https://www.eurazeo.com/en/newsroom/policies.

Standard agreement assessment procedure

In accordance with this Charter, the Company has implemented an annual review procedure of agreements entered into under normal conditions, which includes in particular:

• Aa review of criteria for determining standard agreements entered into under normal conditions;
• Aidentifying interested parties within the meaning of the law based, in particular, on a review at the reporting date (Annual Statement of corporate offices and closely connected persons, Annual Statement of indirect interests and identification of related parties for transactions entered into during the year);
• Aan analysis of normal financial conditions.

The opinion of the joint statutory auditors may be sought where there is doubt as to the classification of an agreement assessed.

Periodic review

The Legal Department, in conjunction with the Finance Department, reviews at least once annually the application of this Charter based on a summary statement of standard agreements prepared by the Legal Department.

The assessment results and, where applicable, the proposed changes to agreement criteria are presented each year to the CAG Committee, together with the summary statement of third-party agreements.

The Supervisory Board may therefore decide, at the recommendation of the CAG Committee, the reclassification or declassification of any agreement with interested parties (as a third-party or standard agreement accordingly) with regard to the above-mentioned classification criteria.

The table below sets out the unexpired delegations of authority approved by the Shareholders’ Meetings of April 28, 2022 and April 26, 2023:

Pursuant to legal provisions, the procedures regarding the participation of shareholders at Shareholders’ Meetings are set forth in the Bylaws and are available on the Company’s website.

Pursuant to Article 23 of the Eurazeo bylaws, Shareholders’ Meetings are called and vote in accordance with the law.

Meetings are held either at the Company’s registered office or at any other venue indicated in the notice of meeting.

In line with standard investment fund practices in French and international markets, Eurazeo has set-up “co-investment” plans for the members of the Executive Board and investment teams (“the Beneficiaries”). These co-investment plans validated by the Supervisory Board enable Beneficiaries to invest personally in the assets in which the Group invests, either directly or through companies connecting them. The Beneficiaries are therefore exposed to the risks and may share in the profits associated with these investments in relation to their own assets. These plans seek to allow the management teams to share in investment performance and to align their interests with those of third-party investors and Eurazeo SE (which invests through its balance sheet).

Executive Board members invest in most plans due to their transversal involvement, in lower proportions than managers of the relevant investment teams.

Co-investment plans include:

• Aco-investment plans structured though variable capital companies: CarryCo Croissance, CarryCo Capital 1, CarryCo Croissance 2, CarryCo Patrimoine, CarryCo Capital 2, CarryCo Brands, CarryCo Patrimoine 2, CarryCo Croissance 3 and CarryCo Pluto (the “CarryCo companies”); and
• Aco-investment plans structured through funds open to third-party investors (“Limited Partners”) managed by Eurazeo Global Investor (EGI), Eurazeo Funds Management Luxembourg and Eurazeo Infrastructure Partners, Eurazeo SE subsidiary management companies (the “Funds”).

Since 2012, co-investment plans carried exclusively by Company equity have been structured through CarryCo companies grouping together Eurazeo SE (95% of the share capital) and Beneficiaries (15) (together holding 5% of the share capital). These “CarryCo” companies participate in each investment performed by Eurazeo in the amount of 10%. This percentage was increased to 12% from June 2017 for the CarryCo Capital 2, CarryCo Brands, CarryCo Patrimoine 2, CarryCo Croissance 3 and CarryCo Pluto plans. For investments performed since 2014, the plan includes a component calculated on a deal by deal basis.

Co-investment by Beneficiaries is performed after the investment has been performed and may be lost in full if Eurazeo SE does not recover the funds invested. It is noted that Eurazeo SE does not grant financing to beneficiaries of the CarryCo plans.

Three historical plans have been liquidated: (i) the plan covering investments performed during the period 2003-2004, which was liquidated in 2007 (see 2007 Registration Document), (ii) the plan covering investments performed during the period 2005-2008 which did not attain the 6% hurdle reserved for Eurazeo SE leading to the loss of amounts invested by the Beneficiaries and (iii) the plan covering investments performed during the period 2009-2011, which was liquidated late 2016/early 2017 (see 2016 Registration Document).

The main rules applicable to the CarryCo company plans are as follows:

• ( i )the plans are authorized by strategy and for a given period;
• ( ii )Eurazeo SE and the Beneficiaries are grouped together in a joint stock company with variable share capital, which invests 10% or 12% in each investment performed by Eurazeo SE depending on the plan. The variable share capital of this company comprises three classes of preference share: class A preference shares (the “A preference shares”), class B preference shares (the “B preference shares”) and class C preference shares (the “C preference shares”). The initial share capital consists of A Preference Shares. B Preference Shares represent 95% of amounts invested and may, if the conditions defined in points (iii) and (v) below are not satisfied, receive rights to capital gains. The A and B Preference Shares are held exclusively by Eurazeo SE. C Preference Shares are held by Beneficiaries and represent 5% of amounts invested and are entitled to 100% of the capital gain if the conditions defined in points (iii) and (v) are satisfied;
• ( iii )the minimum preferential return guaranteed to Eurazeo (the “hurdle”) is 6% per annum and 8% per annum for the CarryCo Pluto plan;
• ( iv )all plans include a pooled component (the theoretical rights 2). With the exception of the CarryCo Croissance and CarryCo Pluto plans, the other plans also include a component calculated on an individual investment basis (theoretical component 1) equal to 50% of the amount invested;
• ( v )beneficiaries acquire their rights progressively (“vesting”) over several years for the pooled component. Should a Beneficiary leave the Company, Eurazeo SE can buy back all the C Preferential Shares held. The Beneficiary retains vested theoretical rights 1 and 2. An earn-out may be paid at the liquidation date based on the net asset value of rights retained at this date.
• ( vi )Net assets are distributed as follows (“waterfall”): repayment of the par value of A Preference Shares – return reserved for A Preference Shares – repayment of the par value of B Preference Shares – repayment of the par value of C Preference Shares – recognition of the hurdle – allocation of the capital gain according to theoretical rights 1 and 2 attached to Preference Shares;
• ( vii )beneficiaries hold a put option ensuring the liquidity of the plan over a 2 year period from the 8th anniversary of the plan. After this period, Eurazeo SE holds a call option that may be exercised up to expiry of the CarryCo company. These mechanisms do not apply to the CarryCo Pluto plan and are not included in any Group co-investment plans since 2021;
• ( viii )each Beneficiary holds a put option covering all their C Preference Shares, which may be exercised during a 90-day period following a change in control of Eurazeo SE. A change in control of Eurazeo is defined as (i) the acquisition of control of Eurazeo by one or more third parties acting alone or in concert, or (ii) the dismissal by one or more third parties acting alone or in concert of more than half the members of Eurazeo’s Supervisory Board at the Company’s Shareholders’ Meeting. Current Executive Board members do not benefit from these clauses or waived them with effect from February 5, 2023. Patrick Sayer, Philippe Audouin, Virginie Morgon, Marc Frappier and Nicolas Huet, former members of the Executive Board, do not benefit from these clauses or have waived them for any change in control announced after February 5, 2024.

Beneficiaries have invested a total of €28.137 million in CarryCo plans, including €343 thousand invested by members of the Executive Board in its composition as of December 31, 2023.

The final value of C Preference Shares for the CarryCo Capital 2, CarryCo Brands, CarryCo Patrimoine 2, CarryCo Croissance 3 and CarryCo Pluto plans cannot currently be estimated, as the relevant investments have only been held for a short period of time and the future crossing of the hurdle is uncertain. The value of C Preference Shares for the CarryCo Patrimoine and CarryCo Capital 1 plans as of December 31, 2023 is presented below. As of December 31, 2023, the CarryCo Croissance plan is not expected to produce a gain.

The characteristics of the CarryCo plans are also presented in Note 16 of the Company financial statements and Section 8.6 (Statutory Auditors’ special report on related-party agreements) of the 2023 Universal Registration Document.

This co-investment plan is structured through Eurazeo Patrimoine 3, a simplified joint stock company with variable share capital classified as an alternative investment fund (“Other AIF” category), managed by the management company, Eurazeo Funds Management Luxembourg. At the Supervisory Board authorization date, the maximum amount of the plan is €500 million. The contractual documents signed with the Beneficiaries structure their investment in the fund. The Beneficiaries have undertaken to invest €3,384,133 (excluding carried interest shares held by Eurazeo SE), including €29,860 for the Executive Board in its composition as of December 31, 2023, that is Christophe Bavière.

Pursuant to Article L. 22-10-11 of the French Commercial Code, the following items are likely to have an impact in the event of a takeover bid targeting the shares of the Company:

Certain Company shares enjoy double voting rights if they have been deposited in registered accounts in the name of the same shareholder for two (2) years or more.

As part of its supplier payment process, Eurazeo strives to meet short settlement terms, and stresses the importance of this among its staff.

Moreover, in compliance with the new provisions adopted by decree in November 2015, Eurazeo has implemented the tools necessary to report more robust information on payment terms.