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.

• ▰Eurazeo completed strategic recruitments within its Investor Relations team, led by Mathieu Teisseire, Managing Partner and member of the Eurazeo Management Committee:
  • •Katrin Boström, Managing Director, is responsible for the Nordics and the UK within the Investor Relations team. She will be in charge of developing Eurazeo’s client franchise and fundraising in these strategic geographic areas. This appointment reflects the Group’s ambition to create the leading private asset manager in Europe in the mid-market, growth and impact segments,
  • •Adrien Pinelli, Managing Director, is responsible for the Middle East within the Investor Relations team. With 20 years of experience as a diplomat, particularly in Gulf countries, Adrien Pinelli is in charge of developing fundraising and investor coverage in the Middle East. He is also in charge of the Group’s International Public Affairs,
  • •Ken Hu, Director, joined the Eurazeo teams during the opening of the Tokyo office in Japan. This office reflects Group’s willingness to get closer to its clients and support its portfolio companies in this region. Ken Hu will be responsible for business development and investor relations in Japan;  
• ▰In 2024, Eurazeo furthered its continuous improvement in sustainability and impact. These commitments were once again recognized by the main non-financial rating agencies: maximum rating of 5 stars in the 5 PRI (Principles for Responsible Investment) appraisal categories; AA rating by MSCI (Morgan Stanley Capital International) ESG (Environment, Social and Governance) confirming its status as a “Leader”; Low Risk category by Sustainalytics, indicating a low financial risk.

In 2024, the Mid-large activity was marked by two divestments and one acquisition, confirming the success of the strategy supporting first-rate high growth potential assets.

The main events of the year for the Mid-large activity were as follows:

• ▰finalization of the sale of DORC (Dutch Ophthalmic Research Center) to Carl Zeiss Meditec AG, one of the leading medical technology firms in the world. This investment reflects Eurazeo’s strategy to support midcaps that are “leaders” in buoyant sectors. The deal generated a gross return of 2.6x the initial investment and an internal rate of return of 24%, with around €386 million in gross divestment proceeds for Eurazeo;
• ▰exclusive discussions with a consortium led by La financière de Blacailloux for the sale of Albingia, a company specializing in the French commercial insurance lines market and the only independent player in its market in France. The consortium also includes Krefeld and Fairfax Financial Holdings. Following these discussions, Eurazeo would sell its entire financial stake of 70% in Albingia, for a return – including dividends – of 2.2x cash-on-cash. The transaction is expected to bring approximately €289 million of sale revenues to Eurazeo’s balance sheet. The transaction, which remains subject to the approval of the relevant authorities, is expected to be finalized in spring 2025;
• ▰Eurazeo and its co-investors finalized the acquisition of Eres Group for over €350 million, after obtaining all necessary regulatory and competitive approvals. This investment represents the fifth transaction for the EC V fund, which is now more than 40% deployed.

The Small-mid activity in 2024 was marked by numerous divestments and investments. Its flagship program, Eurazeo PME IV, was therefore 72% deployed with NAV growth of 36% during the year.

The main events of the year for the Small-mid activity were as follows:

• ▰sale of Efeso to Towerbrook Capital Partners. This sale generated a multiple of 3.0x for the Eurazeo PME III fund. Convinced of the company’s growth potential, Eurazeo, via its Eurazeo PME IV fund, reinvested alongside management and the new shareholders as part of a co-control framework with TowerBrook Capital Partners;
• ▰sale of Peters Surgical to Advanced Medical Solutions Group plc. As a majority shareholder since 2013, Eurazeo, has supported Peters Surgical in its transformation to become a leader in specialty surgery – extended product range, expanded geographical presence, increased direct-selling capabilities and expanded industrial presence to better serve US, Asian and European markets. The transaction generated proceeds of €66 million, including €46 million for Eurazeo. It remains subject to several earn-outs which could be paid in 2025;
• ▰sale of I-TRACING, the leading French managed security service provider (MSSP), to Oakley Capital. The company was valued at more than €500 million as part of this transaction. Eurazeo’s invested capital yielded a cash-on-cash multiple of 3.0x and an internal rate of return of 38%. A leading shareholder since 2021, Eurazeo will continue to support the Group in co-control with Oakley Capital by reinvesting €180 million in commitments through a continuation fund, raised from new institutional investors as well as the historical Limited Partners of the Small-mid activity. The continuation fund was scoped to enable I-TRACING to benefit from significant financing capacities to support its development plan, including an ambitious buy-and-build strategy in Europe;
• ▰investment in Rydoo, a leading global provider of expense management software headquartered in Belgium. Rydoo provides an SaaS solution to automate and optimize expense management and processing, used by over 3,000 businesses in 132 countries. The transaction, the ninth investment for Eurazeo PME IV, forms part of the strategy of supporting European technology and B2B services’ SMEs in their international expansion.

In May, Eurazeo launched Eurazeo Planetary Boundaries Fund (EPBF), an impact buyout fund designed to scale profitable environmental solutions to reverse or adapt to the overstepping of Planetary Boundaries while delivering best-in-class buyout returns.

• ▰EPBF has a target size of at least €750 million. The team comprises private equity professionals and environmental experts. A portion of the carried interest will be linked to achieving key performance indicators. EPBF will center its investment strategy on two primary themes – boosting a regenerative and circular economy, and championing solutions for transition and adaptation. The fund will invest in small to mid-market companies, primarily in Europe, in order to scale them up through ambitious buy and build strategies, across sectors such as agriculture and food, waste and packaging, water management, low-carbon energy, and transport services. EPBF aims to unlock an unrivalled category of buyout impact investment in order to drive best-in-class performance.

Growth activity in 2024 confirmed Eurazeo’s key role in supporting highly strategic European technology companies and transforming them into global champions, with one of the largest and most active pan-European teams dedicated to financing scale-ups across the continent.

The main events of the year for the Growth activity were as follows:

• ▰sale of Eurazeo’s stake in LumApps, leader in SaaS intranet Employee Experience solutions, to Bridgepoint. LumApps’ main shareholder with a stake in over 30% of the company, Eurazeo has supported the company since 2017, with successive reinvestments in 2018 and 2019 to finance its international development. The transaction should generate over €210 million, with cash-on-cash multiples of nearly 9x for the Venture strategy and 4.4x for the Growth strategy;
• ▰sale of its stake in Klaxoon, a leading visual collaboration tools platform, to Wrike, a US group specializing in intelligent work management and portfolio company of the US investment fund Symphony Technology Group (STG);
• ▰investment in EcoVadis, the world’s leading CSR rating platform. EcoVadis forms part of our Climate Solutions vertical, which offers a technological solution to create reliable ESG assessments and thus obtain a high return on investment and a positive climate impact for their clients;
• ▰investment in Cognigy, a global leader in AI-driven customer services, for an amount of €50 million in Series C funding. Cognigy uses advanced AI to deliver exceptional and personalized customer service in any language and on any channel.

The Venture activity in 2024 was marked by strategic investments and successful divestments, confirming Eurazeo’s key role in supporting high-potential digital companies and in new technologies and digital innovation for sustainable cities.

Key events of the year for the Venture activity include:

• ▰sale of Eurazeo’s stake in Onfido, a biometric authentication and identity verification company, recording a cash-on-cash multiple of approximately 4.0x;
• ▰WeRide, which has become a global leader in autonomous vehicles and been supported by Eurazeo since its A Series in 2018, was successfully listed on the Nasdaq, with a valuation of US$4.21 billion;
• ▰investment in a €26 million fundraising for MATERRUP, a company that has developed an innovative low-carbon and circular cement technology. This fundraising aims to accelerate the deployment of MATERRUP plants in France and Europe.

The Healthcare business was marked in 2024 by major advances in fundraising, divestments and targeted investments. These achievements reflect the Group’s ambition to support therapeutic innovation and confirm a dynamic and committed strategy for leading-edge healthcare companies.

Key events of the year for the Healthcare activity include:

• ▰co-investment of the Nov Santé Actions Non Cotées fund – managed by Eurazeo and dedicated to the development of healthcare sectors in France, at the initiative of France Assureurs and the Caisse des Dépôts – and Kurma Partners – Eurazeo’s healthcare Venture subsidiary in Pantera as part of its €93 million fundraising. Pantera aims to produce Actinium-225 on a large scale, a radioisotope that has particularly promising features to combat certain cancers and leukemias.

The Private Funds Group activity specializes in the creation of diversified portfolios, providing privileged access to the top performing and most qualitative Private Equity funds. Since 2001, the team has invested more than €6.5 billion through 32 vehicles in three strategies (Primary, Secondary and Co-investment).

Key events of the year for the Private Funds Group activity include:

• ▰the team again won the Best French LP: GP Led Continuation Funds award at the Private Equity Exchange & Awards organized by Décideurs Corporate Finance. This award is a recognition of the team’s ability to structure complex transactions to provide its clients with the best market opportunities.

Eurazeo’s Private Debt activity furthered its international growth momentum in 2024 with the opening of a 5^th office in Milan, in addition to offices in Paris, London, Frankfurt and Madrid. This set of local offices enables teams to support portfolio companies in these fast-growing locations. Eurazeo Private Debt was one of the most active lenders in Europe in 2024. The team invested over €2.1 billion, including more than 60% outside France.

The main events of the year for the Private Debt activity were as follows:

• ▰EPD VII fundraising with nearly €2 billion raised at the end of December 2024;
• ▰investment in the Eurazeo Private Value Europe 3 Evergreen fund, raised from private clients. This fund is now the largest European retail fund, reaching nearly €2.7 billion;
• ▰support for Sagard in acquiring Venpa, an Italian specialist in the rental of aerial platforms;
• ▰financing of the external growth strategy of the German company Salestech accompanied by Quadriga Capital, supplier of technologies specializing in the digitization of sales and marketing processes;
• ▰supporting Capital Croissance in acquiring a stake in Synalp, a major wealth management consulting player in the Rhone-Alpes region;
• ▰nine transactions completed in 2024 under the Article 9 infra debt fund, Eurazeo Sustainable Maritime Infrastructure (ESMI). These investments bring the number of transactions in ESMI’s portfolio to 14 and enabled the fund to attain a 75% deployment rate at the end of December 2024;
• ▰through the Flex Financing activity, investment in a deal enabling the Berkem Group, specializing in plant chemistry, to exit the listing and regain its independence to enter a new development phase.

Eurazeo’s Infrastructure activity reached a major milestone in 2024:

• ▰final close of the transition infrastructure program, comprising the Eurazeo Transition Infrastructure Fund (ETIF) and a co-investment vehicle, at €706 million, exceeding the initial €500 million target by 40%. This success, in only 20 months, reflects the strong investor demand for strategy focused on the transition to a low-carbon economy.

Among the key investments by ETIF in 2024:

• ▰additional investment in Electra, a fast-charging specialist, as part of a €304 million fundraising. Since Eurazeo acquired a stake as a leading investor in June 2022, Electra has grown rapidly, expanding into 8 European countries and deploying around 1,000 charging terminals.

2024, the 10^th year of Eurazeo’s Real Estate strategy, was marked by the launch of the new Eurazeo Operational Real Estate (EZORE) fund and the appointment of Riccardo Abello and Pierre Larivière as Partners, Co-Heads of this activity. Supported by Renaud Haberkorn who was appointed Senior Partner, the team continued to roll out its investment strategy focused on operational platforms operating own real estate assets in Europe.

Key events of the year for the Real Estate activity include:

• ▰sale of a portfolio of 22 hotels located in France by Grape Hospitality, 70% owned by Eurazeo, to a consortium set up by a hotel operator and a real estate investor. This transaction enables Grape Hospitality to sell most of its business division and focus further on upper midscale and upscale segments. Founded in 2016, Grape Hospitality operates 107 hotels, totaling more than 10,000 rooms across 7 European countries.

As of December 31, 2024, the net value of the investment portfolio was €7,876 million. The portfolio value per share was €107.8 (compared to €109.6 as of December 31, 2023).

Changes in the portfolio value per share were driven by:

• ▰the -€323 million (-4%) decrease in the portfolio fair value, recognized in the P&L;
• ▰management fees of -€60 million (-1%) invoiced by Eurazeo management companies, recognized in P&L;
• ▰a scope effect of -€60 million (-1%) due to exits;
• ▰a positive share buyback impact (+4%)

The overall value dropped by €323 million (-4%) due to decline in the Growth (-€357 million) and Brands US (-€59 million) portfolios but also from separate investments of MLBO, Worldstrides (-€275 million) and SMBO, 2Ride (-€57 million). However, the value of the remaining portfolio rose by €497 million (+10%), with a significant increase in Buyout of €465 million (+12%).

As of December 31, 2024, Eurazeo group Assets Under Management (AUM) totaled €36.1 billion, up 4% over 12 months, and break down as follows:

At the end of February 2025, Eurazeo’s Real Estate team announced the acquisition of a majority stake in the Italian thermal park operator, Aquardens. This transaction marks the first investment of the EZORE fund, launched in December 2024. The Group also announced, through its Mid-large buyout team, the acquisition of a majority stake in Mapal, a pan-European leader in software for the hospitality sector.

In early March, the Group announced a first close with €300 million secured for the Article 9 buyout fund, the "Eurazeo Planetary Boundaries Fund" (EPBF). The fund has also announced its first acquisition, Bioline Agroscience, which offers a range of biological control solutions for pest insects in numerous crops.

On March 6, 2025, Eurazeo issued a press release on the closing of the accounts for the year ended December 31, 2024 and proposed an ordinary dividend of €2.65 per share, i.e. + 10% vs. the 2024 ordinary dividend.

The Supervisory Board of Eurazeo, which met on March 17, 2025, acknowledged the resignation of Olivier Millet, member of Eurazeo’s Executive Board since 2018 and Managing Partner responsible for the investment activity dedicated to mid-caps and SMEs.

The Group presented its growth outlook at a Capital Markets Day on November 30, 2023, and its ambition to become the private asset management leader in Europe in the mid-market, growth and impact segments.

The objectives presented at this event have been confirmed.

In accordance with IFRS 10, Eurazeo’s consolidated average workforce was below the applicable threshold of 500 employees for two consecutive fiscal years (2022 and 2023). Nevertheless, Eurazeo has decided to publish a voluntary sustainability statement, which complies with the European Corporate Sustainability Reporting Directive (CSRD) requirements, and subject it to an assurance engagement by Statutory Auditors.

The assurance report will have an ad hoc format, which is different from the statutory report, and take the form of an ISAE 3000 limited assurance report. It will cover the following verifications: compliance of disclosures with the European Sustainability Reporting Standards (ESRS) and compliance of the reporting identification process with the ESRS. The report is available in Section 3.5.

This voluntary sustainability statement was prepared in connection with the first-time application of the regulation, which features uncertainties about the interpretation of the regulatory texts, the absence of established practices to refer to or comparative data, and difficulties in collecting data, particularly within the value chain. In this context, Eurazeo has applied the normative requirements set by the ESRS, as they apply on the voluntary sustainability statement preparation date based on the information available within its preparation deadlines.

This report has been prepared on a consolidated basis and covers the scope of the consolidated financial statements as presented in Chapter 6, Section 6.1 of the Universal Registration Document (URD), i.e. a scope comprising a total workforce of 562 employees in 13 countries as of December 31, 2024. Eurazeo has 456 employees in 11 countries. iM Global Partner (“iMGP”) has 106 employees in 9 countries.

The narrative elements presented in the report under the heading “Eurazeo” cover the following entities: Eurazeo SE, the portfolio management companies Eurazeo Funds Management Luxembourg (EFML), Eurazeo Global investor (EGI), Eurazeo Infrastructure Partners (EIP), and their offices abroad. These entities account for 99% of assets under management as of December 31, 2024. Kurma Partners and iMGP have implemented their own policies, actions and objectives. Those relating to Kurma Partners have not been included in this report due to their limited representativeness and the absence of impacts, risks and opportunities different from those of Eurazeo. Those related to iMGP are presented in the dedicated sections for each material ESRS.

The quantitative elements presented in the report under the heading “Eurazeo” cover the activities of the investment company Eurazeo SE, the portfolio management companies EFML, EGI, EIP, Kurma Partners and their offices abroad. The quantitative elements presented under the heading “iMGP” cover the activities of iMGP. The quantitative elements under the heading “Total” reflect the aggregation of Eurazeo and iMGP results.

Eurazeo performed a double materiality analysis on its own operations, namely its investment company activity, and on its upstream and downstream value chain, which includes all financed companies. Eurazeo has identified material impacts, risks and opportunities (IRO) with regard to its activity and the expectations of its stakeholders. This information is detailed in this report in Section 3.1.4. In Section 3.1.3.3, the scope of IROs is specified in the column “Applicable (Eurazeo and/or iMGP).” The results of the double materiality analysis will be re-assessed in forthcoming years according to changes in methodologies, available data, the regulatory framework and, in particular, any voluntary standards established by the European Financial Reporting Advisory Group (EFRAG).

This report contains estimated information for Scope 3 upstream (suppliers) and downstream (investments) GHG emissions, which creates uncertainty and affects data accuracy. For example, in the absence of actual data, carbon emissions related to investments are calculated by cross-checking the company’s revenue with the emission factor related to its sector of activity. For the sake of transparency, the percentage of estimated data is specified. Emission factors are derived from reference databases: the Ademe and the International Energy Agency for own operations emissions and the Carbon Disclosure Project (CDP) for financed emissions. The methodology used to calculate Scope 3 is detailed in Section 3.2.1.7. Apart from Scope 3 emissions, the data in the report presents a limited risk of inaccuracy.

In accordance with the regulation (1), Eurazeo has chosen not to disclose certain information, which could have infringed on business confidentiality.

As the portfolio companies of managed alternative investment funds are not themselves subject to Article 8 of the Taxonomy Regulation, Eurazeo was unable to produce the percentage of eligible investments (revenue, Opex, Capex) aligned with the European Taxonomy. Eurazeo has opted for a prudent approach that excludes the use of estimated data that has proved to be either non-existent, incomplete or unreliable.

The time horizons used are aligned with standard recommendations. Therefore, the short-term horizon corresponds to the reporting period of this voluntary sustainability statement, the medium-term horizon covers a period of up to five years after this reporting period, and the long-term horizon extends beyond 5 years.

The voluntary sustainability statement incorporates information required by French or European regulations such as the Copé-Zimmermann Act, the Sustainable Finance Disclosure Regulation (SFDR) or the Task Force on Climate-related Financial Disclosure (TCFD).

To facilitate the reading of the voluntary sustainability statement, Eurazeo incorporates certain information by reference summarized in the table below.

Eurazeo incorporates sustainability matters into its business model to ensure its resilience and performance in the short, medium and long term. This approach is used to limit exposure to risks (physical, fiduciary, regulatory and reputational) and seize market opportunities to identify resilient companies with high growth potential. Its sustainability and impact strategy, O⁺, addresses environmental and social priorities, both their causes and effects, and engages Eurazeo and its entire value chain. It is a key differentiating factor for Eurazeo, both for investors who entrust it with their capital and for companies that entrust it with their growth. The inclusion of sustainability matters in the business model is presented in Chapter 1.

Eurazeo’s sustainability and impact strategy, O⁺, is built around two key commitments: Safeguarding planetary boundaries (O) and acting for a fairer society (+). In this context, Eurazeo has set ambitious environmental and social goals, and relies on world-renowned frameworks and initiatives (e.g. Science Based Targets initiative for decarbonization). These are detailed in Sections 3.2.1 and 3.3.1, respectively. Eurazeo reports annually on its progress in the URD and its O⁺ progress report.

Policies rolled out by Eurazeo to address material sustainability matters:

The strategies, programs and policies set up by Eurazeo are used to identify, monitor, prevent, mitigate or remediate sustainability IROs. These measures are described in the designated sections of this report.

Eurazeo has defined targets and indicators to monitor the successful roll-out of these policies. These are presented in the designated sections of this report.

The table below lists the impacts and opportunities related to climate change considered material resulting from the double materiality analysis, as described in Section 3.1.4.1.

The integration of sustainability-related performance in incentive schemes is explained in detail in Section 3.1.2.3.

As early as 2014, Eurazeo defined a strategy to mitigate climate change. This strategy reflects Eurazeo’s ambition to reduce its negative impact on climate change regarding its own operations and across all its asset classes. Eurazeo has set up the necessary procedures and strategies to take into account climate issues for its own operations and its value chain. Furthermore, Eurazeo is currently drafting its transition plan.

Eurazeo has identified several impacts and opportunities related to climate change for its own operations and within its value chain. To date, Eurazeo has not identified any material physical or transition risk that could have a material financial or reputational impact. Eurazeo’s business model, as described in Chapter 1, its sustainability and impact strategy and the diversification of its portfolio help to significantly limit the occurrence or magnitude of such risks.

Eurazeo’s climate strategy has been designed to ensure its business model is resilient to climate change. As such, it covers its own operations and its value chain, including its investments. It addresses all the IROs presented above.

As part of its O⁺ sustainability and impact strategy, Eurazeo has pledged to make its operations compatible with a net zero emissions world by 2040. This will be achieved through two action levers:

Lever #1 - Financing positive impact solutions

Eurazeo finances companies that contribute to climate change mitigation and adaptation through their products, services or technologies (as defined by IPCC working group 3 in its sixth assessment report on climate change (6)). More specifically, it invests in companies that significantly reduce or avoid greenhouse gas (GHG) emissions in sectors such as electric mobility, agricultural transition, thermal insulation, the circular economy, hydrogen, etc. and develops dedicated impact funds. At the end of 2024, €2.1 billion in assets under management were dedicated to these investments, distributed across generalist and impact funds, as described in Section 3.3.3.3.

Lever #2 - Accompanying sustainable transitions

Eurazeo has pledged to align its activities with the goals of the Paris Agreement to limit the temperature rise to 1.5°C. It has set ambitious goals for its own operations and its portfolio companies, validated in 202 by the Science Based Targets initiative (SBTi). They are presented in Section 3.2.1.6.

Eurazeo’s climate commitments include three steps: measuring the carbon footprint, defining and deploying decarbonization roadmaps in line with the Paris Agreement and measuring the progress achieved on a yearly basis. These commitments apply to Eurazeo and the portfolio companies for which Eurazeo has set up a support program. It includes methodological assistance provided by its climate-specialist operating partners, technological tools, a selection of first-rate service providers and financial support.

Eurazeo’s climate commitments are public and its progress on decarbonization is disclosed annually in its various Sustainability and Impact publications.

Eurazeo has integrated climate change issues since 2008, when the first carbon footprint of its portfolio was assessed. Since then, Eurazeo has extended this impact metric, supplemented by a risk and opportunity assessment, to its own operations and value chain.

The resilience of Eurazeo’s own operations and portfolio is analyzed annually, and on an ad hoc basis for each investment file, for three separate time horizons:

• ▰short term, covering a period of 1 to 3 years, the climate change risk assessment focuses mainly on complying with regulatory requirements, taking out insurance to cover identified physical risks and defining a decarbonization pathway aligned with the Paris Agreement. Depending on the location and nature of the Company’s business, a transition plan can also be defined;
• ▰medium-term, which spans a period of 4 to 10 years, aims to permanently integrate responsible practices into Eurazeo’s own operations and those of the portfolio companies. This mainly includes the deployment of a decarbonization pathway, and, where appropriate, a transition plan, with their transcription into CapEx and OpEx; and
• ▰long term, which exceeds 10 years, when it is possible to anticipate and prepare for the probable impacts of climate change. This may require Research & Development (R&D) projects to develop products, services and technologies addressing new requirements or adapting to a more critical environmental situation.

Eurazeo did not identify any material climate change risk that could negatively impact its financial performance either for its own operations or its investments. Since the latter are highly diversified with average holding periods of 3 to 7 years depending on the asset class, climate change risks are limited.

Climate issues are addressed in the Exclusion Policy, the Responsible Investment Policy, the Sustainability Risk Integration Policy and the O⁺ strategy, which defines ambitious targets. These policies apply to all asset classes. Their implementation is overseen by Sophie Flak, Executive Board member and Managing Partner, Sustainability & Impact. In connection with this voluntary report, the roll-out of the Exclusion Policy and the Responsible Investment policy is verified annually by Statutory Auditors. The results are presented in Section 3.1.3.1. Eurazeo has not formalized a dedicated climate change mitigation policy.

To achieve its climate objectives, Eurazeo has defined and rolled out an action plan for its own operations and assist its portfolio companies in their decarbonization efforts.

Action #1- Reducing greenhouse gas (GHG) emissions

Eurazeo was one of the first Private Equity players in Europe to commit, as of 2020, to defining a decarbonization pathway in accordance with the Paris Agreement.

The decarbonization targets for its own operations cover Scope 1 and 2 emissions validated by the SBTi and Scope 3 emissions excluding investments.

The levers designed to decarbonize the GHG emissions of own operations are as follows:

• ▰Scope 1: gradual renewal of the vehicle fleet in favor of electric vehicles;
• ▰Scope 2: energy efficiency program for the new Paris premises (see below), purchase of renewable electricity or use of renewable energy certificates;
• ▰Scope 3.1 (Purchased goods and services): an engagement campaign for the main suppliers, representing 50% of Eurazeo’s annual purchases (2024);
• ▰Scope 3.2 (Capital goods): implementation of an action plan to reduce the footprint of our IT and technology infrastructures; and
• ▰Scope 3.6 (Business travel): Sustainable business travel recommendations.

At the end of 2024, Eurazeo inaugurated its new headquarters at rue Pierre Charron in Paris. The project, which consisted in completely refurbishing an existing building, is fully in line with a Paris Agreement compliant pathway and complies with the sector’s most stringent environmental standards. Accordingly, the “66 Charron” building obtained an excellent score in the NF HQE Sustainable Building and BREEAM (Building Research Establishment Environmental Assessment Method) certifications. It also meets the objectives of the French tertiary decree by 2030, aiming to reduce energy consumption in office buildings by 40%; and it is already well positioned to achieve the 50% target for 2040. The building’s heating and cooling system is based on innovative technology, using the Peltier effect (7), which reduces greenhouse gas emissions by approximately 30% compared to a traditional solution, while optimizing the quality of the distributed air.

Action #2- Contributing to decarbonization projects

Eurazeo strengthens its commitment to climate change mitigation by adopting additional measures. Since 2019, Eurazeo has indexed sustainability criteria to its syndicated credit line in order to support carbon contribution projects every year. In 2024, this initiative helped finance two projects located in the French départements of Pas-de-Calais and Puy-de-Dôme. Certified with the Low Carbon Label, these projects will help store and reduce 1,444 tCO₂eq by 2030, while promoting long-term carbon sequestration in soils. By 2055, these two projects will have helped store and reduce 5,776 tCO₂eq.

Action #3 - Financing companies with a positive climate impact

Eurazeo has developed 4 impact funds to address the critical environmental issues described in Section 3.3.3.5.

Action #4 Excluding the most harmful sectors

Eurazeo’s Exclusion Policy prohibits investments in sectors with a major environmental impact, in particular those related to fossil fuels. By aligning its investments with high standards of environmental sustainability, Eurazeo strengthens its impact to mitigate climate change and more generally preserve planetary boundaries and safeguards against transition risks that could result in a significant loss of value.

Action #5 - Managing climate risks

Assessing and systematically factoring in climate risks can significantly reduce their impact.

Identifying and assessing climate risks in the due diligence phase: assessing the climate risks of potential investments covers both physical risks, such as extreme weather events or reduced natural resource availability, and transition risks, such as regulatory developments or changes in consumer behavior. Eurazeo has equipped itself with tools backed by leading databases to identify and assess these risks and integrate their financial impact into the acquisition business plan.

Considering climate issues in the investment decision-making: investment teams incorporate climate risk assessment into their decision-making process and the Investment Committee reviews compliance with the Exclusion Policy and the conclusions of climate-related sustainability due diligence procedures, which are prerequisites for investment approval.

Anticipating the risk of a generalized carbon tax: to prevent regulatory transition risks, Eurazeo assesses the impacts of public policies on its investments, including the implementation of carbon taxes or stringent energy performance regulations that could have an impact on the financial performance of portfolio companies. Eurazeo has acquired a tool to identify and assess these risks and supports its companies in rolling out transition plans to ensure their competitiveness and resilience when faced with these challenges.

Integration into legal documentation and financing: climate-related commitments are included in shareholders’ agreements in which clauses provide for annual reporting, measuring impacts, risks and opportunities associated with climate change and defining action plans to address them. Eurazeo also includes climate-related objectives in its financing to encourage companies to decarbonize their activities. In 2024, 100% of financing included a decarbonization target and 98% of legal documents contained sustainability clauses.

Action #6 - Reducing portfolio company GHG emissions

During the investment period, Eurazeo adopts an active and structured approach to integrate climate change issues into its portfolio companies. The aim is twofold: reduce their risk exposure and limit their own negative impact. The main actions are as follows:

• ▰measure Scope 1, 2 and 3 GHG emissions annually;
• ▰define and deploy a decarbonization pathway aligned with the Paris Agreement.

Eurazeo offers ongoing support to portfolio companies as described in Section 3.1.3.1.

Climate change mitigation progress is measured annually as part of the sustainability reporting.

To ensure that decarbonization occurs in sufficient proportions and at the pace required to meet the Paris Agreement goals, Eurazeo made a commitment in 2020 to the Science Based Targets initiative (SBTI). Since SBTi eligibility scopes and methodologies do not cover all Eurazeo’s own operations or investments, additional objectives were defined.

• 1)55% reduction in Scope 1 and 2 GHG emissions in absolute value by 2030 (base year: 2017; baseline value 135 tCO₂eq) – target validated by SBTi;
• 2)80% annual renewable electricity supply by 2025 (base year: 2017; baseline value 9%) – target validated by SBTi; and
• 3)30% reduction in Scope 3 GHG emissions in absolute value by 2030 (base year: 2019; baseline value 6,945 tCO₂eq).

Eurazeo’s scope 3 GHG emissions related to purchased goods and services, IT capital goods, waste generated in operations, business travel and employee commuting are not included in the SBTi scope as they have a reduced materiality in relation to its Scope 3 when including financed emissions.

Eurazeo seeks to encourage all of its portfolio companies to adopt a decarbonization approach aligned with the Paris Agreement. According to available methodologies and SBTi eligibility scopes, Eurazeo has defined decarbonization targets for its portfolio:

• 1)For the Real Estate portfolio: 60% reduction in Scope 1 and 2 GHG emissions per square meter by 2030 (base year 2021); and
• 2)For the Eligible Private Equity portfolio ⁽⁸⁾: 100% of invested capital with targets validated by SBTi by 2030, with an intermediate target of 25% by 2025.

In 2024, Eurazeo continued its efforts to control emissions related to its own operations.

Scope 1 and 2 GHG emissions increased from 96 tCO₂eq in 2023 to 126 tCO₂eq in 2024 (Scope 2 expressed in market-based). This 31% increase was attributable to the relocation of the two main offices in 2024 to a new shared space, resulting in a temporary doubling of office space in 2024. As the former premises have now been returned, this increase in emissions is cyclical and will disappear in 2025. At a constant office scope, Scope 1 and 2 emissions would have been 82 tCO₂eq in 2024, a decrease of 15% compared to 2023.

The reduction in fuel consumption led to a 11% decrease in Scope 1 emissions compared to 2023.

Since 2017, the base year, Eurazeo has reduced its Scope 1 and 2 emissions by 27% in absolute value. The 55% reduction target should be reached in 2025, supported by the return of the former premises.

For the second year running, Eurazeo has increased its electricity consumption from renewable sources above its 80% target, with 98% in 2024 (vs. 96% in 2023).

• ▰51% of companies completed their Scope 1, 2 and 3 GHG emission assessment with actual data (vs. 49% in 2023), representing 67% of the portfolio value;
• ▰51% implemented carbon reduction initiatives (vs. 38% in 2023), representing 66% of the portfolio value;
• ▰18% have defined a Paris Agreement aligned decarbonization pathway, representing 38% of the portfolio value;
• ▰9% have made an SBTi commitment (vs. 4% in 2023), representing 29% of the portfolio value; and
• ▰5% have had their decarbonization targets validated by SBTi (vs. 2% in 2023), representing 13% of the portfolio value.

For the SBTi eligibility scope:

At the end of 2024, 41% of portfolio companies (10) (expressed in capital invested) had launched the process (vs. 30% in 2023). 12% of these companies had submitted their pathway (vs. 3% in 2023), and 14% had their decarbonization targets formally validated by SBTi (vs. 4% in 2023).

In 2024, Eurazeo improved the accuracy of its GHG emission assessment by adopting an approach based on the accounting statements of all its subsidiaries, while improving the level of detail for related emission factors and increasing the percentage of physical data used.

Eurazeo assesses its GHG emissions according to the GHG Protocol (or Greenhouse Gas Protocol), which provides standards and recommendations to account for GHG emissions.

Scope 2

Scope 2 emissions are calculated using the following accounting methods:

• ▰market-based: Scope 2 emissions calculation method taking into account the Company’s supply contracts and other contractual instruments such as Energy Attribute Certificates (EAC);
• ▰location-based: Scope 2 emissions calculation method taking into account the average emissions related to electricity production in the area where it is consumed.

Scope 3

Due to the nature of its investment activity, Eurazeo has the particularity of having a Scope 3 divided into two parts:

• ▰indirect GHG emissions related to Eurazeo’s upstream and downstream value chain (9,383 tCO₂eq. or 0.25% of total emissions), corresponding to the GHG Protocol to categories 1, 3, 5, 6 and 7 detailed in the table above. Category (4) Upstream transportation and distribution is excluded from Eurazeo’s Scope 3 emissions accounting. Emissions related to this category are accounted for in the category (1) Purchased goods and services. Categories 9, 10, 11 and 12 related to the use or end-of-life of sold products are excluded because they are irrelevant due to the service nature of Eurazeo’s business;
• ▰Scope 3 emissions related to Eurazeo’s investments (3,674,661 tCO₂eq. or 99.7% of total emissions), corresponding to category 15 for Scope 3 emissions according to the GHG Protocol. The assessment of the portfolio’s GHG emissions covers all Scopes 1, 2 and 3 of the portfolio companies. It is based on actual data from companies that have assessed their GHG emissions over the last 3 years or on an estimate based on business sector monetary emission factors and their revenue. The total is calculated according to an attribution factor, a method in line with the recommendations of the Partnership for Carbon Accounting Financials (PCAF). Eurazeo included all emissions relating to deal fees, representing 3,967 tCO₂eq. The issues of the fund-of-fund activity and part of the Asset Based (Debt) activity are excluded from the calculation scope.

The table below presents the intensity of greenhouse gas emissions per million euros of revenue. It should be recalled that Scope 3 category 15 (Investment) represents 99.7% of Eurazeo’s total emissions. This category was not measured for iMGP in 2024.

The table below lists the impacts and risks related to the Company’s own workforce considered material resulting from the double materiality analysis, as described in Section 3.1.4.1.

Eurazeo places its employees at the core of its strategy and has identified potential impacts and risks related to its human capital as described in the table above. Eurazeo has pledged to overcome these challenges by maintaining best-in-class practices and guaranteeing an inclusive and fundamental rights-compliant working environment conducive to the development of its employees and their skills.

To promote the respect and well-being of its employees, the Company has set up a constructive social dialogue as well as various tailored processes.

Eurazeo considers its own workforce to be employees with whom it has a direct contractual relationship, thus excluding casual workers and outsourced services. These employees include permanent and temporary staff. In 2024, Eurazeo did not identify any non-employees in its workforce.

Eurazeo has implemented several policies: a Diversity, Equity and Inclusion (DEI) Policy and Charter, a Compensation Policy and a Human Rights Policy. Eurazeo also has all employees sign a Code of Conduct, which prohibits any form of discrimination. These policies help manage the impacts, risks and opportunities associated with Eurazeo’s workforce as defined at the beginning of this section.

The policies apply to all Eurazeo employees in all geographical locations. Their implementation is overseen by the Human Resources Department as delegated by Executive Board members. These policies are available to all employees on Eurazeo’s website and Intranet. Eurazeo ensures the transparent communication of its policies to stakeholders. Every employee is thus required to sign the Code of Conduct.

The Human Resources Department rolls out the HR strategy throughout the year, particularly with regard to diversity, equity and inclusion, applicable to all HR processes and actions (performance assessments, training programs, career management, recruitment, etc.).

Eurazeo’s policy focuses on a wide range of grounds for non-discrimination. It prohibits any form of discrimination based on gender, age, ethnicity, nationality, social origin, marital status, religion, sexual orientation, physical appearance, state of health, disability, state of pregnancy, union membership or political views. These practices seek to ensure equal opportunity for all its employees and candidates in terms of recruitment, access to training, remuneration, social protection and professional development.

Through these actions, Eurazeo is committed to complying with several standards or initiatives. For example, the Company has signed the Charter for Diversity, initiated by the France Invest association, and the Diversity in Action charter of the ILPA (Institutional Limited Partners Association).

Eurazeo seeks to offer its employees the chance to unlock their potential, by constantly improving and evolving. With this in mind, each year Eurazeo develops a tailored training plan, adapted to each population (business line, position). It encompasses both hard and soft skills. The 2024 training plan is detailed in Section 3.3.1.5.

Eurazeo ensures that its employees receive fair compensation and share in value creation.

The Compensation Policy for members of the Eurazeo Executive Board is consistent with the AFEP-MEDEF recommendations (see Chapter 5, Section 5.8).

The fixed and variable compensation of all employees is reviewed annually and analyzed against internal tables based on a review of compensation in the markets where Eurazeo operates. Eurazeo firmly believes in allowing employees to benefit from growth in the Company’s earnings. Eurazeo therefore encourages the sharing of value creation, notably by granting long-term instruments. Employees are also eligible for collective compensation in the form of incentive and/or profit-sharing schemes in France.

Furthermore, sustainability criteria have been taken into account since 2014 to calculate the variable compensation of Executive Board members, and more particularly since 2020 when Eurazeo’s Sustainability & Impact strategy objectives were factored into the individual assessment representing 15% of this variable compensation (see Chapter 5, Section 5.8). Since 2019, sustainability criteria have also been taken into account to calculate the variable compensation of all Management Committee members with specific objectives depending on their scope of responsibility. This practice was extended to the investment team members of Article 9 (SFDR) classified funds in 2022 and to Managing Directors in 2023.

In January 2022, Eurazeo published its Human Rights Policy, through which it explicitly prohibits any use of forced labor, child labor and trafficking of human beings. Eurazeo is committed to respecting human rights, ILO principles and the UN Guiding Principles on Business and Human Rights, ensuring a healthy working environment that respects human dignity.

Dialogue is based on proximity between Management and employees, and the ability to hold discussions in an atmosphere of trust and transparency. Eurazeo focuses on implementing policies and measures to promote social dialogue. The Social and Economic Committees (SECs) in France hold monthly meetings to promote continuous dialogue and collective feedback from employees. In accordance with its legal obligations, Eurazeo informs and consults the SEC in France on several key topics, such as: working conditions, strategic directions, results, reorganization or restructuring projects, company social policy, training, health and safety, etc.

Following the merger of Eurazeo’s French management companies, social policies were harmonized in 2024 for all entity employees in France, mainly through discussions with the SECs. This harmonization included an alignment of processes with the main social policy components:

• ▰employee savings: set-up of a Group incentive agreement in fiscal year 2024;
• ▰collective agreement common to Eurazeo’s three French subsidiaries: that applicable to Financial Companies; and
• ▰signature of the amendment to the agreement on the organization of working time for the EGI and Eurazeo SE entities.

It should be noted that:

• ▰two employee representatives and a SEC representative participate in all Eurazeo Supervisory Board meetings as members and as a guest, respectively; and
• ▰employees in France are represented by the SECs relating to each legal entity (Eurazeo SE and EGI) in accordance with the legal provisions.

As part of a dialogue process, Eurazeo regularly conducts surveys to measure employee opinions on key topics.

Eurazeo fosters a relationship in which it listens to employees. In 2024, Eurazeo organized a People Survey by interviewing all employees. The results were communicated to all employees as well as the action plans implemented as a result of this survey.

In France, during the relocation to the new premises, a working group comprising employees was set up to gather their suggestions.

More generally, the Executive Board regularly communicates on strategy, highlights and results, and encourages the Management Committee and all team managers to do the same with the teams and ensure, through local management, that employees can express themselves.

Note that Eurazeo has an ethical whistleblowing line presented in Section 3.4.1.2.

Eurazeo rolls out various initiatives to guide its decisions and effectively manage the actual and potential impacts on its employees.

Action #1 - Recruiting and onboarding

Eurazeo anticipates the needs of its employees in terms of jobs and skills in the short, medium and long term. Accordingly, the Human Resources Department has structured its practice into the following lines of action:

Monitoring of recruitment needs

The HR Department supervises and accompanies Eurazeo’s development by annually identifying the recruitment needs of the various departments with managers and Executive Management. It determines the most appropriate recruitment channels, coordinates the process with managers and ensures that hired profiles are in line with skills requirements.

Onboarding process

To facilitate the induction of new employees, interviews are organized with representatives of the teams with whom they will work. This process enables a better understanding of the business lines, the interactions between the various departments, their rights and obligations, thus accelerating their integration.

Since 2024, Eurazeo has organized an annual onboarding day for all new arrivals. This event includes a presentation of Eurazeo’s strategy by the CEOs, as well as talks by the heads of the main business categories (Investors, Investor Relations, Corporate functions, Operations, etc.). This format seeks to strengthen the commitment of new employees and their overall understanding of Eurazeo’s strategic challenges.

Action #2 - Career and development

Appeal and employability

Eurazeo acts to develop the employability of all its employees via a training and skills development and assessment program and a career management scheme. These measures concern all employees in all locations.

In 2024, Eurazeo deployed a fully digitalized appraisal process using the Cornerstone tool, which enables a clear and structured sequencing in two stages:

• ▰self-appraisal, where each employee assesses their achievements and objectives met, thus allowing for prior personal reflection;
• ▰appraisal by the manager, who relies on the self-appraisal to conduct a constructive and in-depth discussion.

This program is based on two key moments in the year:

• ▰the mid-year appraisal, which is a discussion to assess the first half of the year. It is not a formal appraisal but is held to adjust priorities, give feedback, review progress thus far and identify any support needs; and

• ▰the year-end appraisal, which has a more formalized approach. Its objectives are to assess the past year’s overall performance (qualitative and quantitative assessments of objectives and competencies using a grid defined at company level) and define the objectives for the coming year plus the means of implementation (training, development initiatives).

HR team employee support and career management

Eurazeo supports its employees throughout their career on matters related to their development. Human Resources Business Partners (HRBPs) are available to support them in their advancement and answer any questions concerning their career: career management (development, workload, individual topics, promotions), functional or geographical mobility, induction interviews during trial periods, feedback interviews for outgoing employees. The HRBPs also assist managers with their managerial duties.

Action #3 - Training

Several types of training were offered to Eurazeo employees in 2024:

• ▰training on behavioral skills, in particular on public speaking, leadership, technical skills related to the investment business: Private Equity fundamentals, investment in IT services;
• ▰a training course for junior investors with 4 sessions per year covering the main topics related to the business: financial due diligence, integration of Sustainability & Impact policy during the investment process, portfolio management and value creation, fund negotiation & structuring, market risks and issues;
• ▰a cycle of awareness-raising training courses on sustainability matters for Sustainability & Impact coordinators;
• ▰a cycle of mandatory and regulatory training courses set up with the Compliance (AMF, AMF ESG) and IT/Digital (cybersecurity, digital and IT fundamentals, Salesforce tool) teams;
• ▰specific training for each business line: KYC onboarding for Client Service teams, onboarding and training seminars per team (Operations, Compliance), specific level-based training, individual and collective coaching; and
• ▰mandatory safety training in France (fire warden).

Eurazeo also organizes individual training sessions to address upskilling needs identified during the appraisal process. Individual and collective coaching is also offered at key moments in an employee’s career (promotions and mobility, return from long absence, greater responsibilities etc.).

In 2024, Eurazeo continued to promote the online self-learning platform (Edflex), offering a comprehensive catalogue of training courses available in several languages on various topics such as IT, CSR, management & leadership, soft skills, languages and compliance.

Action #4 - Diversity

Eurazeo’s commitment to gender equality is reflected in the following initiatives:

• ▰set-up of a Diversity, Equity and Inclusion Charter and Policy;
• ▰monitoring of quantified objectives set by Executive Management;
• ▰integration of the gender equality concept in HR processes;
• ▰agreements promoting an improved work/life balance and measures supporting parenting leave;
• ▰awareness-raising and training initiatives.

Eurazeo has set up specific procedures to prevent, mitigate and act on detected discrimination and promote diversity and inclusion. Eurazeo also implements a series of measures, including regular training and assessments, to promote diversity, equity and inclusion. Gender diversity objectives are applied to the governing bodies and specific measurement tools are used to monitor Eurazeo’s commitment to such objectives.

Enhancement of training programs

Eurazeo is committed to supporting its female employees in realizing their potential by developing specific training programs.

Personalized coaching

Eurazeo organizes external coaching and cross-mentoring programs, especially for women, in the Private Equity industry through Level20 sponsorship. Particular consideration is given to female employees during key moments of their career: e.g. when they come back to work from maternity leave or during promotions.

Eurazeo also pursues its gender equality and diversity commitment through several measures:

• ▰promotion of female applicants: in the recruitment process, the HR team ensures that the same number of men and women are put forward for available positions, especially at graduate level, where men and women are equally represented;
• ▰working with its peers and Private Equity professional associations to raise awareness and develop best practices in this area. Eurazeo has adhered to the diversity charters set up by SISTA, France Invest and the Institutional Limited Partners Association (ILPA);
• ▰support to the Florence Foundation: by supporting this initiative, Eurazeo contributes to integrating young people from underserved communities into employment; This foundation seeks to remove the social barriers these young talents may face and facilitate their access to the careers of their choice;
• ▰parenthood : Eurazeo proposes inclusive practices for maternity and co-parental leave:
  • •in France: maternity leave of 45 days covered at 100% or 90 days covered at 50% of salary above the statutory period of leave. Co-parental leave allows fathers to take up to 2 additional weeks of leave on top of the statutory paternity leave,
  • •abroad: maternity leave of 22 weeks covered at 100%, regardless of local regulations (unless they are more favorable),
  • •in France, financing of nursery slots of up to 100%, set-up of a policy to grant leave when children are ill, or allocation of Universal Service Employment Vouchers (CESU) to receive aid to finance human services, and
  • •flexibility, mainly through the implementation of a remote working charter.

Eurazeo goes beyond the issues of gender parity and social inclusion, by promoting employment for people with disabilities through various actions: during the recruitment process, considering all candidates with disabilities whose profile corresponds to the position sought, supporting employees who are officially recognized as having disabilities (RQTH(19)).

These actions are a testament to Eurazeo’s commitment to an inclusive and equitable culture, promoting diversity and professional development for all.

Eurazeo’s commitments are recognized by its industry. It ranks in the 1^st quartile among 82 Private Equity companies in the following categories: representation of women in investment roles and junior investment roles, representation of women in investment leadership roles, representation of women in recruitment (McKinsey & Company’s State of Diversity in Global Private Markets report). Eurazeo is also ranked 2^nd in the “Private Equity” category with a score of 85 among 301 companies in the Honordex Inclusive PE & VC Index 2024 report.

Action #5 - Compensation and value-sharing

Eurazeo guarantees an adequate wage for all its employees in every region to cover their basic needs and those of their families.

In 1998, Eurazeo SE signed its first incentive agreement, a scheme which is optional to companies, and is renewed every 3 years. Eurazeo has also elected to use all the possibilities offered by the PACTE Law to benefit employees. A Group incentive agreement was set up in 2024 in France to enable employees to share in the Company’s success and solid performance.

Both in France and internationally, Eurazeo seeks to deploy benefits to its employees at the best market standards.

The gender pay gap is the average pay difference between male and female employees, expressed as a percentage of the average pay for men. The pay gap as of December 31, 2024 is calculated by taking into account the annual fixed salary, the target bonus and the free shares awarded in 2024. All permanent employees, functions, countries and grades are taken into account.

The total annual remuneration ratio compares the compensation of the highest paid individual with the annual median compensation of all employees (excluding the highest paid individual). The compensation used to calculate the ratio is the total of fixed and variable compensation awarded during the year and the valuation of options and shares granted during the year, as presented in Section 5.8.2 for corporate officers. The same compensation base is used for company employees. The scope used for the calculation of the annual remuneration ratio includes all permanent employees as of December 31, 2024, with the exception of those of Kurma Partners. Not yet wholly-owned, Kurma Partners retains its management autonomy and is not included in Eurazeo’s wage policy.

Action #6 - Working conditions

The Company ensures freedom of association, equal pay and respect for working hours and statutory holidays. Its practices promote diversity and prohibit harassment. Eurazeo has resolved to ensure the health, safety and well-being of its employees by respecting the laws in force and strictly preventing health and occupational risks. All employees must integrate the health and safety component in their conduct by respecting the guidelines and notifying any risk identified.

The nature of Eurazeo’s business greatly limits the risk of serious accidents occurring in the workplace. In France, occupational health-safety risk is assessed annually in the Single Risk Assessment Document in which no “high” level risks have been identified.

Eurazeo ensures the well-being of its employees by fitting out its premises, providing a workspace satisfying quality, hygiene and security standards, building adapted wellness areas and measuring psychosocial risks. In November 2024, the Company moved all the Parisian teams to the same address in a new first-rate secure environment.

Eurazeo strives to create a stimulating, collaborative and inclusive working environment that boosts performance and talent development. Mindful of the well-being of its employees, Eurazeo proposes schemes to promote their professional and personal development:

• ▰remote working charter created in 2019 and adapted in 2021. Employees therefore have a flexible work organization in France and abroad;
• ▰leave offered to interns in France and abroad;
• ▰new collaborative working methods: shared offices to encourage knowledge sharing between young and experienced employees and enabling project-based work;
• ▰dedicated areas for discussions, creativity, relaxation and well-being;
• ▰ergonomic and adaptable desks and provision of efficient and adapted IT tools;
• ▰spacious, modern and eco-responsible premises;
• ▰promotion of sports among its employees;
• ▰internal events to promote close bonds between all employees;
• ▰webinars to raise awareness on health and well-being at work (e.g.: naturopathy); and
• ▰family-related leave granted to all employees.

In 2024, absenteeism rate(24) was 3%.

Action #7- Employee safety

In general, Eurazeo has first-rate premises that comply with local standards and are based in locations that ensure a safe working environment that is well integrated into the urban context.

In 2024, to comply with safety requirements in France, Eurazeo conducted fire drill training for volunteer employees at its new head office premises. Eurazeo will continue its actions to train its employees in regulatory programs: occupational first aid, workplace fire safety.

The impact of psychosocial risks on the Company and employees was judged to be low. Two components were considered to carry a moderate risk: work intensity and working time. These issues are regularly covered in awareness-raising sessions. SEC members in France have been trained in psychosocial risks at work. This training was renewed in May 2024 following the professional elections of the new EGI SEC.

In addition to its achievements, Eurazeo has defined goals to increase the number of women on its teams: for the overall workforce, with a focus on investment teams, for annual hirings and a willingness to limit the gender pay gap, taking into account professions, grades. Maintaining a representation greater than or equal to 40% for the least represented gender on the Supervisory Board is also an objective. The composition of the Supervisory Board is summarized in Section 3.1.2.1, and detailed in Chapter 5. Finally, for France, Eurazeo also aims to maintain a Gender Equality Index (Pénicaud-Schiappa) greater than or equal to 85/100.

Eurazeo aims to maintain the People Survey engagement rate above 70%, with a participation rate also above 70%. The 2024 People Survey engagement rate was high (77%).

The table below indicates the risk related to business conduct considered material resulting from the double materiality analysis, as described in Section 3.1.4.1.

The application of best ethics practices is a Eurazeo commitment and is part of a process aimed at developing a strong and exemplary governance model. Compliance and business ethics are regularly monitored by the Supervisory Board and its Audit Committee, as well as by the Executive Board, which has set up a quarterly committee dedicated to monitoring Eurazeo’s compliance system.

Eurazeo has implemented several policies and procedures in accordance with the Sapin II law aimed at mitigating whistleblower protection and business ethics risks. They apply to all Eurazeo employees in all geographical locations. Their implementation is overseen by Gabriel Kunde, General Counsel.

Eurazeo’s Code of Conduct defines the principles of ethics, integrity and social responsibility applicable to all employees. It provides clear guidance on how to address ethical dilemmas and adopt an exemplary professional conduct. This document also includes specific guidelines on the prevention of corruption, insider trading, conflicts of interest and money laundering.

The terms of the Code of Conduct are consistent and supplement the various business conduct standards or initiatives to which Eurazeo adheres: the International Bill of Human Rights, the conventions of the International Labor Organization and the guidelines of the Organization for Economic Co-operation and Development (OECD). Certain Eurazeo entities are also subject to specific standards, such as Eurazeo North America Inc. which is subject to the Securities and Exchange Commission (SEC), Eurazeo UK Ltd which complies with the Conduct Rules set out by the Financial Conduct Authority and Eurazeo Funds Management Luxembourg which remains regulated by the Commission de Surveillance du Secteur Financier (CSSF).

The Code of Conduct applies to all Eurazeo employees, including trainees and temporary workers, and covers all its activities. The Code also extends to business partners and external stakeholders, applying to all entities in the value chain and all geographical areas where Eurazeo operates. Each employee is asked to sign the Code of Conduct and annually reaffirm their commitment to abide by the terms set by Management.

The Code of Conduct is accessible on Eurazeo’s intranet and website. Employees can directly consult with the Company’s compliance officers should they have any questions or issues related to its application or understanding. Eurazeo therefore ensures that each individual understands the implications of these policies.

At Eurazeo, all employees are invited to report any illegal conduct or behavior contrary to the Code of Conduct, through a professional whistleblowing system, in accordance with the Sapin II Act and Directive (EU) 2019/1937. These reports may relate to unethical or illegal conduct, such as corruption or harassment. These reports can be made to an immediate superior, compliance officers or via a designated e-mail address.

Reports are treated confidentially by an external body. In case of violation or breach of the Code of Conduct or misuse of the whistleblowing line, Eurazeo may apply disciplinary sanctions. No sanction, dismissal or direct or indirect discriminatory action may be taken against a whistleblower or a facilitator assisting the whistleblower in their reporting process.

In the event an incident is reported, the mobilized external body ensures receipt of whistleblowing reports, the confidentiality of exchanges, interactions with the whistleblower, and data protection. If the report is confirmed, it contacts the internal ethical officers appointed to launch the investigation process. The identity of the whistleblower and any facilitator is strictly protected throughout the procedures.

If necessary, the matter may also be brought before the Executive Board on an ad hoc basis.

Training program

The mandatory training program is designed to raise awareness of business ethics risks, with a focus on individual accountability and compliance with internal and regulatory requirements.

Eurazeo aims to train 100% of its employees. In 2024, 100% of employees completed the training and Eurazeo identified 136 employees in functions-at-risk. To ensure rigorous monitoring, training results are periodically assessed by the Compliance team.

List of datapoints in cross-cutting and topical standards that derive from other EU legislation, Appendix B.

This appendix is an integral part of the ESRS 2. The table below illustrates the datapoints in ESRS 2 and topical ESRS that are required by other EU legislation.

To the Chairman of the Eurazeo SE Executive Board,

The Eurazeo group’s main activity is asset management for institutional and private clients. Its mission, as a leading European 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 it to create value by supporting companies in their development and then pass this value on to clients when realizing these investments.

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:

• ▰are 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
• ▰are part of a continuous improvement process, mobilizing Company Employees around a shared vision of the main risks.

While the internal control and risk management systems are as well implemented and designed as possible, they 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 by Eurazeo; 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:

• ▰the 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);
• ▰the description only provides an overview of risks at a point in time;
• ▰Eurazeo’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:

• ▰the 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;
• ▰the 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, 2024) cover all transactions performed within a scope comprising the investment company Eurazeo SE, the portfolio management companies(1), EFML, EGI and EIP and their offices (subsidiaries, branches and representation offices) located outside France (New York, London, Frankfurt, Berlin, Milan, Madrid, Shanghai, Seoul, Singapore, Tokyo and São Paulo). These entities host nearly all the Group’s different investment strategies and account for c. 99% of assets under management as of December 31, 2024. Kurma Partners and the IM Global Partner group entities have implemented their own internal control and risk management systems.

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:

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

As of December 31, 2024, Eurazeo group assets under management total €36.1 billion and break down as follows:

• ▰permanent capital of the Eurazeo SE investment company of €26.2 billion invested directly or in funds managed by the Group’s portfolio management companies;
• ▰€9.9 billion invested on behalf of our clients.

In its bid to create value, Eurazeo has organized its activities around a certain number of processes which play a key role not only in creating value, but also in preserving value.

The organization and procedures implemented by Eurazeo in the conduct of its asset management business seek, in particular, to:

• ▰optimize the identification, classification and vetting of investment projects with growth prospects;
• ▰ensure that investment decisions are taken with full knowledge of identifiable risks liable to affect its value;
• ▰achieve the planned transformation of each investment in order to create value;
• ▰optimize the timing and the terms of the sale of its investments;
• ▰optimize fundraising and increase Eurazeo’s investment capacity, by best serving the interests of clients.

For investor fundraising activities, all strategies are supported by a dedicated and experienced Investor Relations central team of more than 50 people, reporting to Christophe Bavière, Co-CEO of the Group. This team seeks to identify client expectations and requirements, and to promote Eurazeo’s expertise to them by building long-term relationships. Team members specialize by geographic area and investment type and cover three main activities:

• ▰fundraising: dedicated teams are responsible for fundraising and covering investors in their regions;
• ▰marketing: supports the fundraising team by creating commercial documentation, drafting responses to tenders and due diligence questionnaires, as well as producing market research;
• ▰client service: meets the needs of clients (institutions and individuals) who have invested in the Group’s funds. Working in close conjunction with the sales, operations and investment teams, the client service specialists ensure that requests from the various investors are handled correctly.

These teams work closely with the investment teams, who are also involved in fundraising on a daily basis. This organization aims to enable the Eurazeo group to increase its investment capacity.

While the way in which Eurazeo and its teams interact with clients is a key success factor, it also presents a number of risks that could damage the Group’s reputation and generate disputes with clients (see Sections 4.2.2.4 Conflicts of interest and 4.2.2.5 Disputes with clients). Eurazeo therefore expects its Employees to conduct fund marketing activities (i.e. fundraising) in accordance with best ethical standards and prevailing regulations. Eurazeo has defined a Responsible sales and marketing policy setting out the values, principles and guidelines to be complied with by all Group Employees in their dealings with clients. In particular, this policy covers the marketing documentation produced by the teams and shared with clients. The essential principles highlighted are notably: information clarity and transparency, the issue of recommendations tailored to clients, the interests of client/prospective clients always taking precedence (i.e. equal treatment), confidentiality of information entrusted by the client and rigorous internal control procedures for the review of all marketing documentation prior to publication.

In each strategy, dedicated investment teams meet on a collegiate basis at least once a week to address deal flow, the monitoring of portfolio companies and preparing their exit.

Each investment opportunity is documented through formal monitoring as the analysis of each opportunity progresses. In accordance with defined procedures, the analysis of each new investment opportunity is led by the deal team (i.e. a team comprising one or more members of the strategy investment team, under the authority of an Investment Director) which is responsible for the analysis, financial arrangement and completion of the investment.

At a later stage, opportunities are discussed during Investment Committee meetings of the relevant strategy - where there is significant interest, the decision is taken to perform due diligence procedures and commit the related expenditure. The risks associated with each investment opportunity are reviewed and reassessed based on progress. The deal team ensures the proper performance of due diligence procedures and ensures, throughout the process, that satisfactory conditions have been negotiated regarding the issues or risks raised by due diligence procedures prior to any investment decision (see Section 4.2.1.3. Risks related to the vetting of investment projects, of this Chapter).

Where necessary, the teams instruct external advisors mainly in the case of due diligence procedures likely to cover accounting, legal, taxation, strategic, sustainability, insurance or market issues. The deal team then performs a comprehensive assessment of the opportunity. This document is both factual (verifications, quantified data, analyses, compliance review) and issues a conclusion on whether the investment is considered advisable. It acts as a basis for discussion at the Investment Committee meeting.

In this analytical phase, particularly for the strategies seeking to acquire majority stakes or stakes with significant influence over the share capital, the Eurazeo group Sustainability & Impact, Legal, IT and Human Resources Departments assist the investment teams. They conduct analyses in their respective areas of expertise and due diligence procedures in the risk areas identified as a priority; their conclusions are included in the assessment of the opportunity.

Each strategy has its own Investment Committee which is sovereign in its investment and divestment decision-making for funds under its management.

At Group level, the investment and divestment decision-making process can be summarized as follows:

• ▰in accordance with the internal rules(2) of the Supervisory Board, the Eurazeo SE Executive Board presents investment and divestment plans for assets financed by the Company to the Supervisory Board every six months. Within the limits of the investment plans presented to the Board, the Executive Board decides the amount of permanent capital that Eurazeo SE undertakes to invest in the funds of the different Group strategies;
• ▰the Investment Committees of each of the strategies are autonomous and sovereign in their decisions to invest or divest for the vehicles under their management, up to the amount subscribed by the investors and partners and regulatory or contractual restrictions applicable to the vehicles.

Under the supervision of the investment teams, the priority and/or transformational projects focusing on risks and opportunities identified during the analysis phase of a company are launched post-acquisition. The investment and corporate teams (Sustainability & Impact, Risk management, Human Resources, Finance, IT and Legal) may also assist management of the relevant companies with the conduct of these projects.

Portfolio companies (and particularly their value creation projects, performance, risks, etc.) are monitored through combined team meetings, generally on a weekly basis.

During the development and transformation phase of an investment, the management of each portfolio company produces a monthly report (performance, outlook, business review, risks, etc.). The governance structure set-up in controlled portfolio companies (particularly Audit Committees) offers an additional means of monitoring the efficiency of risk management and internal control in the portfolio companies.

Fund risks are monitored by the Risk management functions in the various management companies, in conjunction with the Group Risk Department. This monitoring is presented in particular at meetings of management company Risk Committees.

The financial statements of the Eurazeo group are prepared in accordance with IFRS standards and interpretations as adopted in the European Union at the reporting date.

As the parent company, Eurazeo SE defines and oversees the preparation of published accounting and financial information. This process, which is under the responsibility of the Chief Financial Officer & Head of Operations, is organized by the Accounting Department teams.

The Executive Board approves Eurazeo’s separate and consolidated financial statements (interim and annual). Accordingly, it ensures that the processes for preparing accounting and financial information produce reliable information and give, in a timely manner, a fair view of the Company’s financial position and results. It obtains and reviews all information that it deems useful, such as closing options, critical accounting positions and judgments, changes in accounting method, results of audits performed by the Statutory Auditors and explanations of the calculation of profit or loss, the presentation of the Statement of Financial Position and the Notes to the financial statements.

Members of the Audit Committee examine the annual and interim financial statements, and monitor the process for preparing accounting and financial information. Their conclusions are based notably on information produced by the Chief Financial Officer and Head of Operations and his team, discussions with them during Audit Committee meetings (held at least once every quarter) and the findings of internal audits, where applicable. The Chairman of the Audit Committee reports on the Committee’s work to the Supervisory Board.

IFRS 10 (Consolidated financial statements) provides, in particular, an exemption whereby Investment Entities need not present consolidated financial statements. As of January 1, 2023, Eurazeo SE considered that it now met the criteria of an investment company, following gradual, in-depth changes in the Group’s strategy. Furthermore, since this date, all portfolio companies (other than subsidiaries providing services that relate to the investment company’s activities) are measured at fair value through profit or loss.

Following the accounting classification of Eurazeo as an investment company under IFRS 10, the investment portfolio on the balance sheet is measured at fair value through profit or loss. Accordingly, the fair value of the balance sheet investment portfolio is now a key indicator for measuring value creation by capital invested by the balance sheet in the Group’s various strategies. Determining fair value is an integral part of preparing the consolidated financial statements, and its verification is covered by the scope of statutory audit procedures for the certification of the consolidated financial statements.

Depending on the frequency fund net asset values are updated, generally quarterly, a Valuation Committee meeting is held for each investment strategy to determine the value of portfolio companies and set the net asset value of the funds managed. Committee members are: the ICCO (Internal Control and Compliance Officer) and the management company Independent Valuer, as well as the members of the investment team, the Finance Director and the Portfolio Director of the relevant strategy. This process is highly structured and, in accordance with the AIFM Directive, seeks to ensure that valuation procedures are established to provide an appropriate valuation of fund assets that is independent of the management teams. To this end, strategy Portfolio Monitoring teams perform level 1 controls in the investment valuation process and are independent of the investment teams. Finally, the Independent Valuer (internal to each management company) performs level 2 controls and guarantees the application of asset valuation best practices and compliance with internal valuation procedures. The work of the various parties involved in the process is discussed with the investment team in the Valuation Committee, which, for each strategy, is the sovereign body responsible for determining the valuation of portfolio companies. The final decision taken by the Committee is validated by the Independent Valuer, who has the power of final arbitration when the Valuation Committee members cannot agree on a valuation.

At Group level, the Chief Financial Officer & Head of Operations is responsible for and coordinates the process of determining the net value of the investment portfolio in the balance sheet, and guarantees the consistency and uniformity of valuation methods selected at Group level and in the management companies. The net value of the portfolio is set by the Executive Board when adopting the consolidated financial statements.

The valuation principles used for investment portfolio assets comply with IFRS 13 and IFRS 9 as well as IPEV (International Private Equity Valuation Guidelines) recommendations. Based on these recommendations, which propose a multi-criteria approach, Eurazeo’s preferred method for valuing its unlisted investments is based on comparable multiples (stock market capitalization or transactions) applied to earnings figures taken from the income statement. Where necessary, these are adjusted to reflect a recurring level, such as that established in a transaction. The multiple adopted is based on an acquisition multiple revalidated at each valuation date using medium-term market multiple trends. These multiples are determined either independently by a corporate bank or using public data. Where the comparables method is not relevant, other valuation methods are used. The methodology used to value investment portfolio assets is consistently applied from one fiscal year to the next. Sample comparables are also stable, as much as possible, over the long-term.

All financial communications are prepared by the Communications Department and the Investor Relations Department, using as a guideline communication general principles and best practices.

The Executive Board defines the financial communications strategy. All press releases are validated prior to issue by the members of the Executive Board. Furthermore, after validation by the Executive Board, press releases announcing interim and annual results are successively submitted to the Audit Committee and the Supervisory Board. The Supervisory Board committees can also be consulted in an advisory capacity on specific subjects, before the information is released. Prior to the disclosure of “non-accounting” indicators to the market (Assets under Management and analytical earnings aggregates), calculation and valuation components are presented in detail to Eurazeo Audit Committee meetings Eurazeo does not communicate with analysts, journalists or investors during the four weeks prior to the release of the interim and annual results, or during the two weeks before the release of financial information for the first and third quarters.

Eurazeo’s Voluntary Sustainability Report is prepared in accordance with ESRS standards relating to the Corporate Sustainability Reporting Directive (CSRD). As the parent company, Eurazeo SE defines and oversees the preparation of sustainability information. This process, which is under the responsibility of the Managing Partner Sustainability & Impact, is organized by the Sustainability & Impact teams.

The Executive Board approves Eurazeo’s sustainability information annually. Accordingly, it ensures that the processes for preparing sustainability information produce reliable information and give, in a timely manner, a fair view of the Company’s non-financial position. It obtains and reviews all information that it deems useful, such as the double materiality analysis or the findings of the Statutory Auditors’ procedures.

The Audit and CSR Committees, meeting in a joint session, examine the sustainability information. The Chairman of the CSR Committee reports on the Committee’s work to the Supervisory Board.

Finally, the information contained in the Voluntary Sustainability Report is reviewed by the Statutory Auditors. The conclusions of these procedures are summarized in the report presented in Chapter 3, Section 3.5.

Depending on the investment, divestment and call for tenders schedule, the level of Eurazeo’s available cash can vary significantly and can sometimes reach substantial levels. Close attention is therefore paid to the appropriate management of cash-related risks. As of December 31, 2024, Group net financial debt amounted to €1.3 billion. The Head of Capital Markets, Financing and Treasury is in charge of the daily control of cash transactions. Control activities are part of compliance with the policy and prudential rules laid down by the Treasury Committee (see also Section 4.2.3.3.4 Counterparty risk of this Chapter). They notably cover the strict application of delegation of authority procedures, the monitoring of investment performance, the monitoring of counterparty risk, the analysis of changes in the cash position over the period, the preparation of cash forecasts, and the issue of alerts and recommendations to the Treasury Committee (see Section 4.1.3 Risk management players).

Furthermore, the Head of Capital Markets, Financing and Treasury and his team negotiate, structure and optimize the acquisition financing. They assist the investments teams by negotiating with financial partners to optimize financial terms and conditions.

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.

Following the dismissal and subsequent lay-off of ANF Immobilier’s Chief Executive Officer, Philippe Brion and its Real Estate Director, Caroline Dheilly, the dismissed employees filed damage claims in 2006 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 Ms. Dheilly reintroduced their claims before these courts. 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. On April 25, 2025, the Court of Appeal handed down its ruling in which it (i) confirmed the original ruling that the dismissal was without fair cause and (ii) ordered Icade to pay different amounts to Ms. Dheilly. These amounts were paid in full by Icade and reimbursed by Eurazeo. To our knowledge, Ms. Dheilly has not to date appealed this ruling.

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. An appeal has been filed against this judgment.

A settlement agreement was signed with Mr. Brion on July 2, 2024 bringing an end to all procedures concerning him.

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 de 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.

• ▰changes in composition of the Supervisory Board;
• ▰the activities of the Supervisory Board and the Executive Board;
• ▰the Supervisory Board’s observations on the Executive Board’s report and on the financial statements for fiscal year 2024;
• ▰the corporate officer compensation policy;
• ▰the summary table of unexpired delegations of authority approved by the Shareholders’ Meeting;
• ▰specific procedures regarding the participation of shareholders at Shareholders’ Meetings;
• ▰factors affecting a potential takeover or share exchange bid;
• ▰the Supervisory Board diversity policy and application of the principle of balanced representation of men and women on the Board;
• ▰gender 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 2024 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, the Supervisory Board is chaired by Jean-Charles Decaux, whose term of office on the Supervisory Board was renewed by the Shareholders’ Meeting of May 7, 2024. Olivier Merveilleux du Vignaux has been Vice-Chairman of the Supervisory Board since June 26, 2017.

As of December 31, 2024, the Supervisory Board has twelve 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 five female members, representing 50% of the Retained Number (i.e. 10 members). Six members are independent, representing 60% 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
• ▰and a majority of votes held by independent members for the CAG Committee (see Article 18.1 and 19.1 of the AFEP-MEDEF Code).

The composition of the Supervisory Board and its committees was reviewed by the CAG Committee during 2024. 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 2024 and 2025 and the composition and chair of certain committees (see Section 5.1.2 “Supervisory Board Diversity Policy”).

Eurazeo has adopted a corporate governance approach for many years, ensuring its compliance with market recommendations that promote transparency with stakeholders and contribute to improving the operation of the Company’s control and management bodies.

The Company 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 the means of participation, independence criteria, the holding of meetings, communications with Board members, prior authorizations of certain transactions, the setting up of committees, the compensation of its members and ethics issues.

The Internal Rules, in their current version of March 5, 2025, are set out in full in Section 5.5.1 “Internal Rules of the Supervisory Board” of the 2024 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. The new members of the CAG Committee meet with the General Counsel to discuss corporate governance and compensation issues. 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 Group’s different businesses (Finance, Corporate and Business). Finally, Investment, ESG 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, 2024, Supervisory Board members and the non-voting member together held a total of 14,971,303 shares, representing 19.68% of the share capital and 26.63% 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 5, 2025, 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:

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

The Company has 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 accordance with commitments given by the Company during previous discussions with the HCGE on the compliance of the CAG Committee with the AFEP-MEDEF Code, an additional independent member, Isabelle Ealet, was appointed on October 16, 2024. The CAG Committee therefore has six members, including three independent members, i.e. 60% of the Retained Number. Since June 16, 2022, the Committee is chaired by Françoise Mercadal-Delasalles, an independent member. She has the casting vote if voting is tied on the Committee. The CAG Committee is therefore mostly composed of independent members in accordance with AFEP-MEDEF Code provisions.

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 2024 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;
• ▰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 2024 Universal Registration Document; and
• ▰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 the restrictions detailed in the following sections;
  • •Section 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
  • •Section 7.1.2.1 “Agreements reported to the AMF concerning Eurazeo shares”.

The Supervisory Board has four specialized, permanent committees to help in the decision-making process. The term of Committee membership coincides with the member’s term of office on the Supervisory Board. The Supervisory Board may at any time modify the composition of the committees and remove a member from a Committee. 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, 2024.

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 5, 2025. The following articles were amended:

(i) Article 3: Supervisory Board meetings (amended by the Supervisory Board meeting of March 5, 2025); the amendments primarily take account of the new legal prerogatives stemming from Law no. 2024-537 of June 13, 2024 aimed at increasing the financing of companies and the attractiveness of France; and

(ii) Article 5: Exercise of Supervisory Board powers (amended by the Supervisory Board meeting of December 12, 2024).

• 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 the meetings 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 executivecorporate 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.

• 1.Each member must inform the Supervisory Board of the directorships 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 morethan four other Boards of Directors or Supervisory Boards of listed companies outside the Group.
• 2.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 on risks, 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.In accordance with Article 13 of the Bylaws and under the conditions provided by prevailing law and at the initiative of the individual convening the meeting, the decisions of the Supervisory Board may be taken by written consultation of Supervisory Board members, including by any electronic means, under the conditions and within the time limits provided by prevailing law and in the notice of meeting.
• In this case, Supervisory Board members are called, at the request of the individual convening the meeting, to decide on the decision or decisions addressed to them, within the time limit provided in the notice of meeting, which cannot be less than two (2) working days from receipt of the consultation documents (except in duly justified emergencies). The individual convening the meeting shall send the text of the proposed deliberations together with the necessary information documents to each Supervisory Board member. The Supervisory Board members must cast their votes within the time limit indicated in the notice of meeting referred to above.
• Any Supervisory Board member may object to the use of written consultation, under the conditions and within the time limit provided for in the notice of meeting, which cannot be less than two (2) working days from receipt of the consultation documents (unless in duly justified emergencies). Where an objection is received within the aforementioned time limit, the individual convening the meeting informs the other Board members immediately and can convene an in-person meeting of the Supervisory Board to vote on the relevant decision(s). The consultation will be closed early if all members have cast their votes. During the reply period, members may submit written questions to the Chairman of the Supervisory Board.
• At the initiative of the Chairman of the Supervisory Board, other individuals with specific expertise in the subjects on the agenda may be invited to give their opinion (where appropriate, it is specified that these individuals do not have voting rights) on the decision submitted to written consultation.
• At the initiative of the individual convening the meeting, any Supervisory Board member may vote by mail, according to the conditions and procedures set by prevailing law and regulations.
• 4.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.
• The deliberations of the Supervisory Board shall be valid only if at least half of its members are present or, where appropriate, participated in the written consultation (including by electronic means) or voted by mail. Decisions are taken by a majority of the members present or represented (including those who participated in the written consultation or voted by mail). Where voting is tied (including where written consultation is used), the meeting Chairman will have the casting vote.
• 5.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 enabling their identification and guaranteeing their effective participation, shall be considered present for the purpose of quorum and voting rules, subject to the provisions of relevant laws and regulations.
• In the event of failure to respond in writing (including electronically) to written consultations within the time limits and under the conditions provided for by the author of the request, the Supervisory Board members concerned shall be deemed to be absent and not to have participated in the decision.
• 6.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.
• 7.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:

• ▰the annual budget of the Company;
• ▰investment and divestment plans for assets financed directly or indirectly by the Company once every six months;
• ▰a Company business plan including a forward-looking plan for the allocation of equity on a three-year basis (with an annual update if necessary);
• ▰changes 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, any investment in the Company’s balance sheet in a program or fund managed by the Group where the Company’s commitment is €200 million or more. It is stipulated that to provide this authorization, the Supervisory Board will review not only the amounts invested but also i) the structure and timing of the investment and ii) the projected returns and risks of the investment, presented by the Executive Board. Where the approved amounts committed to this program or fund would be exceeded or Eurazeo performs an additional co-investment, the approval of the Finance Committee or the Supervisory Board would be sought in advance. This approval may be sought by written circular resolution. The Finance Committee is informed beforehand of investments in the Company’s balance sheet of less than €200 million;
  • •in the case of a new investment strategy (asset class, market segment, geography), all investments in the Company’s balance sheet in a program or fund managed by the Group involving a commitment by the Group irrespective of the amount. Exceptionally, the Executive Board, after informing the Finance Committee, 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 investments in the Company’s balance sheet that are not part of a program or fund managed by the Group;
  • •all reinvestments in the Company’s balance sheet within a program or fund managed by the Group, where this investment would exceed the initial balance sheet share in this program or fund. The prior agreement of either the Finance Committee or the Supervisory Board is required in such cases. The approval of the Company body may be sought by written circular resolution;
  • •all carrying of investments or underwriting on the Company’s balance sheet, with a view to syndication/resale. The prior agreement of either the Finance Committee or the Supervisory Board is required in such cases. The approval of the Company body may be sought by written circular resolution.
• 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 Boarditself, 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.

As of December 31, 2024, the members of the Executive Board were as follows:

The members of the Executive Board were appointed for a term of four years (expiry in 2027). On February 5, 2024, William Kadouch-Chassaing was appointed Chairman of the Executive Board and Christophe Bavière was appointed Chief Executive Officer for a one-year term.

The duties of Chairman of the Executive Board and Chief Executive Officer are rotated annually between William Kadouch-Chassaing and Christophe Bavière, on February 5 of each year. Pursuant to the Bylaws, the Chief Executive Officer has the same powers of representation as the Chairman of the Executive Board.

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, 2025. The components of corporate officer compensation for 2025 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:

• ▰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;
• ▰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.

According to the Shareholders’ Meeting of April 25, 2018 in its 28^th 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 was 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 of members at meetings of the Board and committees, including an identical variable component for all committees.

The principles governing the Supervisory Board’s 2024 compensation policy are retained unchanged for fiscal year 2025.

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

The 7^th resolution presented to the Shareholders’ Meeting of May 7, 2025 asks shareholder to approve the 2025 compensation policy for Supervisory Board members.

Finally, in the context of the renewal of the term of office of the Chairman of the Supervisory Board, the Supervisory Board meeting of March 6, 2024, at the recommendation of the CAG Committee, maintained the amount of the additional annual compensation which is unchanged since 2022, i.e. €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:

• ▰the creation of annual value for the Group, its shareholders and its clients, through annual variable compensation;
• ▰the 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 5, 2025 adjusted the Executive Board compensation policy in the following areas:

• ▰adjustment of the fixed compensation of a member of the Executive Board, in line with changes in their duties and responsibilities;
• ▰change to the respective weightings of the economic criteria for annual variable compensation, in line with changes in the business model and adjustment of the definition of the portfolio fair value (PFV) criterion;
• ▰introduction of a fourth criterion for long-term compensation relating to the increase in the valuation of the asset management activity and adjustment to the respective weightings of the four criteria in line with the change in the business model and to the grant basis for long-term compensation, as well as the grant amount for each member.

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.

At the recommendation of the CAG Committee, the Supervisory Board therefore reviewed and set the annual fixed compensation of Sophie Flak from January 1, 2025 on the following basis:

• ▰extension of the scope of her responsibilities with growing involvement in fundraising issues, particularly for impact funds managed by the Group and the supervision of the strategic Eurazeo Planetary Boundaries Fund;
• ▰competitiveness and comparability of compensation with respect to a reference panel of 67 SBF 120 companies and six investment companies employing profiles comparable to Sophie Flak, communicated by the specialist firms Willis Towers Watson and Russell Reynolds Associates.

Sophie Flak’s fixed compensation is therefore increased to €450,000. This fixed compensation, combined with the annual variable compensation and long-term compensation described below, compares with the panel described above as follows:

• ▰fixed compensation and annual variable compensation in line with the third quartile for market comparables;
• ▰total compensation 16% above the third quartile for market comparables, the Supervisory Board having taken account of the share and dividend component included in the compensation components of members of the investment company panel.

The fixed compensation of the co-CEOs is unchanged at €800,000 for Christophe Bavière and €800,000 for William Kadouch-Chassaing.

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:

• ▰objective economic criteria, representing 65% of the target bonus;
• ▰specific 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;
• ▰and finally, an ESG appraisal representing 15% of the target bonus.

There are currently four economic criteria:

• ▰the annual increase in the Portfolio Fair Value (PFV), expressed as a percentage of value creation: This criterion has changed to increase the weighting of PFV value creation for investments performed after January 2023, the date of appointment of the current Executive Board. The latter will be weighted 20% when measuring the attainment of this criterion and the PFV of the portfolio as a whole will be weighted 80%. The weighting of this criterion is unchanged at 20% of the target bonus where the objective of 8% of annual growth currently set by the Supervisory Board is attained and can reach 40% if this objective is exceeded;
  • •the change in this criterion allows greater consideration to be given to value creation by investments whose performance is entirely attributable to the current Executive Board. It reveals potential capital gains on disposal of portfolio companies;  
• ▰the relative performance of the Eurazeo share measured with respect to the increase in Total Shareholder Return (TSR) compared to the LPX-TR Europe index: this criterion now represents 5% of the target bonus, compared to 15% previously. The target is attained if the relative performance is equal to +2.5% and can reach 10% 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;  
• ▰external fundraising in line with budget: this criterion is now assessed based on total fundraising with third party investors and no longer only fundraising generating management fees. This change allows the arrival of new investors in the context of co-investment strategies to be taken into account, which is key for subsequent fundraising and the development of cross-selling. This criterion now represents 20% of the target bonus, compared to 15% previously, if the objective determined by the Supervisory Board is met and can reach 35% if this objective is exceeded;
  • •this criterion measures compliance with fundraising forecasts controlled 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;  
• ▰FRE (fee related earnings) in line with budget in the context of the development of the Group’s asset management activity: this criterion now represents 20% of the target bonus, compared to 15% previously, where the objective set by the Supervisory Board is attained and can reach 35% 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.

The relative weightings of the various criteria referred to above reflects the CAG Committee’s wish to link the variable compensation of executives more closely with the duties entrusted to the Executive Board by the Supervisory Board: the criteria relating to the development of asset management activities, fundraising and FRE have been increased from fiscal year 2025.

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 5, 2025 defined the following qualitative criteria:

• ▰common quantifiable criteria representing 10% of the target bonus and relating to:
  • •cost control compared to budget, for 5% of the target bonus,
  • •change in relative fund performance compared to peers, for 5% of the target bonus;
• ▰individual 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:

• ▰progress with the commitment of financed companies to deliver the SBTi decarbonization target (see Section 3.2.1.8); and
• ▰annual progress in indicators concerning women in the workplace (particularly the unadjusted gender pay gap and the percentage of women in the total workforce, investment teams and new hires during the year) (see Section 3.3.1.6).

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 2025 will be subject to approval by the Ordinary Shareholders’ Meeting approving the financial statements for the year ended December 31, 2025, 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 (35^th and 36^th resolutions). The Executive Board is therefore authorized to grant:

• ▰share 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;
• ▰free 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;
• ▰the 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 35^th and 36^th resolutions;
• ▰the 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 35^th and 36^th resolutions, per 38-month period, i.e. an average of 1% per year.

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.

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 5, 2025 decided, from fiscal year 2025 and subject to approval by the Shareholders’ Meeting of May 7, 2025, to amend the performance share grant policy as follows:

• ▰conditions applicable to long-term instruments (applicable to the 2025 performance share plan):
  • •long-term compensation will represent a percentage of target compensation for the previous year (see Section 5.8.1.5), and no longer a percentage of the total compensation awarded in respect of this fiscal year. This change was desired in order to unlink long-term compensation from annual variable compensation, so as not to extend over three years the over or under-performance of a single year,
  • •long-term compensation will represent the equivalent of 9.5 months of target compensation for the co-CEOs, and 7 months of target compensation for the other members of the Executive Board. The Supervisory Board assessed the competitiveness and comparability of long-term compensation against a reference panel comprising SBF 120 companies and eight investment companies, provided by the firm Willis Towers Watson. The compensation compares to the panel as follows:
    • •long-term compensation in line with the median for SBF 120 comparable companies,
    • •long-term compensation below the 1^st quartile for investment company comparables for the co-CEOs, and in line with the 1^st quartile for Executive Board members;  
• ▰performance criteria applicable to long-term instruments (applicable to the 2025 performance share plan):
  • •inclusion for 10% of a criterion relating to the increase in the valuation of the asset management activity based on a market multiple over the period of the plan, with no outperformance option. The introduction of this new criterion aims to bring long-term compensation criteria into line with the duties entrusted to the Executive Board by the Supervisory,
  • •reduction in the ANA criterion from 70% to 50% and increase in the weighting of the two stock market price criteria from 15% to 20% each. The increased weighting from fiscal year 2025 of the two criteria relating to Eurazeo’s share performance compared to the SBF120 and LPX TR-Europe indexes is intended to strengthen alignment between Executive Board members and shareholders.

The indicators therefore change as follows:

• ▰accounting 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 now represents 50% of the total grant compared to 70% previously. If Eurazeo outperforms this indicator by between +8% and +10%, an additional vesting percentage of 10% can be obtained through straight-line interpolation;
• ▰the 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 now represents 20% of the total grant compared to 15% previously. If Eurazeo outperforms this indicator by between +7.5% and +10%, an additional vesting percentage of 5% can be obtained through straight-line interpolation;
• ▰the progress of the Eurazeo share price (dividends reinvested) compared to the LPX-TR Europe index, an index relating to European listed investment companies. This criterion now represents 20% of the total grant compared to 15% previously. 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;
• ▰change in the valuation of the asset management activity. 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 10% of the total grant. No additional shares will vest if these criteria outperforms. The introduction of this criterion, which is valued based on a market multiple, allows Eurazeo’s performance as an asset manager on behalf of investment partners to be measured;
• ▰if one or several criteria outperform, the number of shares vested cannot exceed the number of shares initially granted, 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.

As a reminder, since fiscal year 2024, the long-term compensation of Executive Board members and employee beneficiaries consists solely of performance shares, the value of which is estimated by an independent third party.

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:

• ▰the total number of shares granted to the Executive Board may not represent 50% or more of the total number of shares granted;
• ▰the 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:

• ▰in the event of retirement, unvested rights will be maintained in full;
• ▰in exceptional circumstances, the Supervisory Board can decide to maintain all or part of unvested 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;
• ▰in 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.

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

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

• ▰a company car;
• ▰senior 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:

• ▰forced termination of duties;
• ▰forced 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;
• ▰dismissal, 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.

• ▰if 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;
• ▰if 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;
• ▰between these limits, the termination benefits due to the Executive Board member shall be calculated on a proportional basis;
• ▰if 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:

As from March 17, 2025, the Executive Board has three members: Christophe Bavière and William Kadouch-Chassaing, Chairman of the Executive Board and Chief Executive Officer, respectively, and Sophie Flak. The duties of Chairman of the Executive Board and Chief Executive Officer are 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 5, 2025, 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, 2024, 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 2024 Universal Registration Document.

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

• ▰The Supervisory Board meeting of December 12, 2024 authorized, at the recommendation of the CAG Committee and in accordance with the provisions of Article 5 of the Internal Rules, the proposed allocations to Executive Board members and their contractual documentation, as part of the implementation of the EPBF and Citadel Continuation Fund SLP co-investment programs.
• ▰They primarily concern the 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 Investment partners.
• ▰These investments by members of the Executive Board and the 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 practice 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 now, Eurazeo has allowed members of its Executive Board and the investment team to invest alongside third-party investors in funds managed by the Eurazeo group. It is specified that investment 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.
• ▰The maximum amount of the Eurazeo Planetary Boundaries Fund is €750 million. The maximum total amount invested by members of the Executive Board and the investment team in this fund is €7,551,400, including €705,646 for members of the Executive Board.
• ▰The maximum amount of the Citadel Continuation Fund SLP fund is €180 million. The maximum total amount invested by member of the Executive Board and the investment team is €1,800,000, including €247,735 for members of the Executive Board.
• ▰These plans are described in Section 5.14 of the 2024 Universal Registration Document.

In accordance with legal and regulatory provisions, the Supervisory Board adopted an internal charter on regulated and free agreements (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:

• ▰formalize the classification of agreements to be submitted to the related-party agreements procedure, setting them apart from standard transactions entered into under normal conditions;
• ▰implement 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:

• ▰a review of criteria for determining standard agreements entered into under normal conditions;
• ▰identifying 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);
• ▰an 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, April 26, 2023 and May 7, 2024: