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

• ▰Acquisition of the remaining Kurma Partners shares (29.4% residual stake);
• ▰Launch of two new pan-European Wealth funds. These two new evergreen funds are specialized by asset class: private debt (EPIC) and secondary private equity (EPSO);
• ▰Opening of a new office in Milan;
• ▰Opening of an office in Stockholm;
• ▰Olivier Millet stepped down from his roles as Managing Partner and member of the Eurazeo Executive Board and became Senior Advisor to the Elevate and NovSanté strategies;
• ▰Publication of the Europe White Paper, “Investing in Europe: A fresh look at untapped strengths".

In 2025, the Capital activity was marked by the final closing of its Capital V fund and two divestments and one investment, confirming the success of the strategy of supporting high quality assets.

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

• ▰final closing of its Eurazeo Capital V (EC‑V) program, with approximately €3 billion in total commitments, exceeding its target. The successful fundraising underscores investors’ confidence in the Capital activity’s strategy and performance, which are based on continued support for mid‑market leaders with global growth ambitions;
• ▰investment in Mapal, a pan‑European hospitality software leader, through the EC‑V fund, allowing the company to pursue its growth strategy. Since Eurazeo’s acquisition of Mapal in February 2025, Mapal has expanded its ecosystem with Inpulse, a leading French AI‑powered procurement and inventory management platform for restaurant groups. This transaction marked Mapal’s first acquisition since Eurazeo completed its investment in the company;
• ▰completion of the sale of Albingia, a leading player in the French commercial insurance lines market, to a consortium of investors led by La Financière de Blacailloux. With this investment, Eurazeo exemplifies its strategy of selecting and supporting mid‑market companies with solid fundamentals and a distinct positioning in high‑growth sectors. The transaction generated a gross cash‑on‑cash of 2.2x on Eurazeo’s initial investment, with around €325 million of proceeds allocated to Eurazeo’s balance sheet;
• ▰sale of the CPK group, the European leader in confectionery and chocolate, to the European holding company of the Ferrara Candy group. The sale of CPK marks the fifth consecutive exit to a trade buyer by Eurazeo’s Capital strategy, confirming Eurazeo’s ability to build attractive international champions for global leaders. The transaction generated around €240 million of proceeds allocated to Eurazeo’s balance sheet.

In 2025, the Elevate activity was marked by several divestments and acquisitions. Its flagship program, Eurazeo PME IV, was 92% deployed proforma of the EBF (Equity Bridge Financing) as of December 31, 2025.

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

• ▰investment in Ekoscan Integrity Group, alongside the company’s founder and the management team. This transactions marks the tenth investment for Eurazeo PME IV. Founded in France in 2015, the company has become a leading global provider of advanced non-destructive testing solutions for critical industrial applications and infrastructure. The company serves clients in more than 50 countries and generates 85% of its revenues internationally. Its solutions are used by over 250 clients for the maintenance of critical assets and infrastructure (e.g. nuclear power plants, oil pipelines, railways, wind turbines), enhancing monitoring processes, extending the life of assets and preventing failures;
• ▰investment in 3P, a software provider of public procurement solutions This transaction marks Eurazeo PME IV’s eleventh investment and the third outside France. Created in Belgium in 2001, 3P offers a fully integrated platform designed to automate, secure and optimize tendering, procurement and subsequent processes, while helping clients ensure compliance with the latest European, national and regional legislation and requirements. 3P’s products are used by over 2,000 public clients across Belgium and France. The objective of Eurazeo and its co-investors (historical shareholders and managers) is to accelerate the company’s European expansion strategy, which currently enjoys a double-digit trajectory;
• ▰sale of the investment in Fermax to Ardian. Eurazeo has sold its stake in Fermax, the Spanish leader and a global leader in residential and tertiary access control and connected solutions. This divestment delivered a cash-on-cash multiple of 2.6x and an internal rate of return (IRR) close to 40%. Founded in 1949 and based in Valencia (Spain), Fermax designs, manufactures and distributes connected access control solutions for residential and commercial buildings in Spain and internationally across 85 countries. The company has been supported by Eurazeo and its partner MCH Private Equity since March 2023;
• ▰investment in OMMAX, a digital strategy consultancy founded in Munich in 2011, with additional offices in the UK and Italy. OMMAX supports its clients throughout Europe, by helping companies design and execute digital strategies that drive sustainable growth and competitive advantage;
• ▰divestment of Ultra Premium Direct (UPD) to Inspired Pet Nutrition, the UK’s leading independent pet food platform. Founded in 2013, the company established itself as a leading player in the French premium pet food market with direct-to-consumer online distribution, becoming the sector leader in France. The company is reputed for its customer experience and serves over 285,000 customers. UPD combines high-quality, veterinarian-developed products with a direct factory-to-consumer model, offering an affordable proposition. Leveraging its data-driven approach and with Eurazeo’s support, the company has built a powerful omnichannel strategy to further strengthen customer loyalty and engagement;
• ▰sale to a third-party investor of approximately €260 million in assets previously carried on Eurazeo’s balance sheet. This transaction, entered into at no discount, represents approximately 50% of Eurazeo’s stake in the PME III and PME IV funds and reduces the balance sheet share to approximately 20% for each of these vintages.

In May 2024, 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 the same buyout returns.

• ▰first closing of the fund with €300 million secured. Only ten months after the commercial launch of EPBF, Eurazeo successfully completed its first closing, representing 40% of the fund’s threshold target of €750 million;
• ▰EPBF’s first investment, in Bioline AgroSciences. For its first investment, acquisition of a majority stake in Bioline AgroSciences, alongside the family-owned impact investment fund Aurae as minority shareholder. The third largest player worldwide in its category, Bioline AgroSciences specializes in the design, production and supply of biocontrol products – biological control organisms that can significantly reduce the use of chemical pesticides in agriculture;
• ▰Investment in SMP Energies. For EPBF’s second investment, acquisition of a majority stake in SMP Energies. The leading geothermal drilling contractor in France, the company is recognized for its strong technical expertise and operational excellence with over 60 wells drilled. SMP Energies’ success relies on its unique approach as a pure player of deep geothermal drilling, providing fully integrated end-to-end services of well construction, well maintenance and abandonment in France and abroad.

Eurazeo’s Growth activity reached a major milestone in 2025 with the first closing of its EGF IV fund at €650 million. EGF IV is the second largest tech fund raised in Europe in 2025.

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

• ▰first closing of the Growth IV fund, confirming Eurazeo’s key role in supporting highly strategic European technology companies and helping to transform them into global champions. This closing is recognized as one of the strongest fundraisings in its category of the year. It is underpinned by one of the most active pan‑European Growth teams dedicated to financing and supporting scale‑ups across the continent;
• ▰sale of Eurazeo’s stake in Cognigy, a global market leader in conversational and agentic AI capabilities applied to customer relations, to NICE Ltd, resulting in Eurazeo’s exit. The transaction values Cognigy at approximately $955 million and is the first AI sale in Europe around the $1 billion mark. In June 2024, Eurazeo had led Cognigy’s $100 million minority Series C financing round;
• ▰the €52 million Series C financing round in Filigran, a European cybertech champion. With this financing round, the company aims to accelerate its growth and international expansion;
• ▰the €86 million Series B financing round in Dexory, a provider of real-time warehouse intelligence and autonomous solutions. This financing round will help accelerate the company’s global expansion and artificial intelligence solutions.

In 2025, the Venture activity 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 in 2025 included:

• ▰new pan‑European investments through the Eurazeo Digital IV fund in France, Germany, the United Kingdom, Ireland and Belgium, in innovative companies such as Arbio, Vertical Compute, Arcads, Kota, Genesis AI, Gradium, Claimsorted, weflow and Lightpanda, illustrating the team’s focus on deeptech infrastructure and AI services themes;
• ▰continued portfolio rotation with numerous disposals and particularly Happn, Acinq, Kaia Health and Cado;
• ▰new investments in the Future Industries strategy (formerly Smart City) in Ambos, Adryada, Celcius Logistics, GA Smart Building, Aedifion and PCG Power, covering in particular France, Germany, China and India;
• ▰pre-marketing launch of the Future Industries III fund, with a €500 million target and €200 million for emerging markets;
• ▰launch of the Ambition Europe 2025 fund, which forms part of Eurazeo’s Wealth Solutions offering and aims to build a diversified portfolio of 15 to 20 high‑potential European SMEs through minority stakes, combined with an active role in governance and operational acceleration. The fund’s investment focus is founded on three long‑term convictions: defense and sovereignty, technology and artificial intelligence, and healthcare.

In 2025, Eurazeo’s Healthcare activity was marked by numerous acquisitions and one record divestment. These achievements reflect the Group’s ambition to support therapeutic innovation and confirm a dynamic and committed strategy focusing on cutting-edge healthcare companies.

Major events of the year in the Healthcare activity include:

• ▰acquisition of the remaining Kurma Partners shares. Eurazeo’s acquisition of the remaining shares in this French asset management company specializing in biotechnology and medical innovation follows Eurazeo’s acquisition of a majority stake (70.6%) in 2021. Since 2009, and after raising nearly €600 million in assets, Kurma Partners has established itself as a key player in the European healthcare sector, supporting the most promising companies in the field. As an investor in Kurma Partners since 2021, Eurazeo has already committed nearly €100 million to its funds, providing operational support as well as access to its international platform;
• ▰sale of the biotech company ImCheck to Ipsen for up to €1 billion. Kurma Partners, a member of the Eurazeo group, and several generations of FCPI funds, sold their shares in ImCheck Therapeutics to the pharmaceutical company, Ipsen. Kurma Partners supported the creation of ImCheck in 2015 based on the research of Professor Daniel Olive, Director of the Immunity and Cancer Laboratory at the Marseille Cancer Research Center (CRCM). Since ImCheck was founded, Kurma Partners and Eurazeo have participated in all financing rounds up to the Series C completed in 2022 via the Kurma Growth Opportunity Fund and various Eurazeo FCPI funds;
• ▰investment in Proteor by the Nov Santé Actions Non Cotées fund – managed by Eurazeo and dedicated to developing the healthcare ecosystem in France, at the initiative of France Assureurs and Caisse des Dépôts. Eurazeo invested alongside other investors in this company which was founded in 1913 in Saint-Apollinaire (Côte-d’Or). In just a few years, Proteor has become one of the leading players in the design, manufacture, and distribution of external prostheses, mainly for the lower limbs. The aim is to support the international development of the Dijon-based group, both in its innovation strategy and in external growth opportunities;
• ▰co-investment by the Nov Santé Actions Non Cotées fund and Kurma Partners – Eurazeo’s healthcare Venture subsidiary, in Germitec as part of its €29 million Series B fundraising. Germitec, headquartered in Bordeaux, designs automatic High Level Disinfection solutions for probes notably used in gynecology and IVF treatments, cardiology, urology and ENT. With a presence in over 40 countries, Germitec already benefits from international recognition and is today aiming to establish itself in new markets such as the United States.

Eurazeo’s Secondaries & Mandates activity offers institutional and retail clients preferential access to Private Equity buyout assets in Europe, through primarily, secondary and co-investment transactions. Since 2001, the team has invested over €7 billion through these three strategies.

Key events of the year for the Secondaries & Mandates activity include:

• ▰the pace of secondary investments was particularly strong in 2025, with nearly €1 billion deployed across 18 secondary transactions;
• ▰Eurazeo is currently raising its fifth secondary program, with a target fund size of €2.0 billion, an increase on the previous €1.4 billion program raised in 2021. The final fund closing is scheduled for the second quarter of 2026.

Eurazeo’s Private Debt activity continued its international growth momentum in 2025. Thanks to its presence in the main European economic centers, the Private Debt teams are able to support portfolio companies in these actively developing geographies. Eurazeo was one of the most active lenders in Europe in 2025 in the mid‑market segment. The team invested over €2.5 billion, including more than 50% outside France.

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

• ▰another record year with more than €10 billion in assets under management;
• ▰strong EDP VII fundraising momentum, with sustained growth in fundraising in line with its target;
• ▰further fundraising for the Eurazeo Private Value Europe 3 Evergreen fund, with retail investors;
• ▰launch of a new pan-European Wealth fund specializing in private debt (EPIC);
• ▰launch of the second vintage of the Article 9 infra debt fund, Eurazeo Sustainable Maritime Infrastructure II (ESMI II) and its first closing at the end of December 2025 at €175 million;
• ▰support for Weinberg Capital Partners’ investment in Patrim One, an insurance broker specializing in the protection of private assets (residences, works of art, precious objects);
• ▰financing of United Therapy accompanied by Quadriga Capital, a German physiotherapy network combining face-to-face care and telemedicine services;
• ▰financing of Tikedo alongside White Bridge investments, an Italian self-adhesive labels platform for the food and home & personal care markets;
• ▰support for Seven2 in Efficy, an independent Belgian CRM and marketing automation software provider operating in more than 15 countries;
• ▰investment in Mainport Shipping Ltd and Longship Group B.V. through the Asset-based finance activity;
• ▰investments in Eowin and Excelya, through the Flex Financing activity.

In 2025, the Infrastructure activity was marked by the completion of deployment of the transition infrastructure program, comprising the Eurazeo Transition Infrastructure Fund (ETIF) and a co‑investment vehicle. During the year, the fund continued to support the companies in its portfolio, notably by providing additional capital to Electra and Etix Everywhere. As a reminder, the program reached €706 million, exceeding its initial fundraising target of €500 million by 40%.

Key investments by ETIF in 2025 include:

• ▰terralayr, the ninth and final investment by the ETIF fund. Eurazeo led a €192 million financing round alongside other investors, including the management team. This financing will enable terralayr to further grow its battery storage portfolio in Germany, while scaling the company’s LAYR flexibility-as-a-service platform, addressing one of the fastest-growing segments of the European eletricity market. terralayr develops, owns and operates battery energy storage systems;
• ▰first investment in the water sector. Eurazeo acquired a majority stake in Water Direct, the UK’s leading provider of alternative water supply solutions for the public and private sectors. Founded in 1996, the company provides reliable solutions that strengthen resilience across industries, utilities and communities across the country;
• ▰investment in MPC OSE Offshore, to build six offshore service vessels. ETIF invested €70 million in a joint venture, alongside an asset manager (MPC capital) and the specialist in offshore servicing, O.S. energy. The aim is to launch a fleet of decarbonized vessels that can notably be used to serve offshore wind platforms.

In 2025, the Real Estate activity was marked by the continued deployment of the Eurazeo Operational Real Estate (EZORE) fund – launched in December 2024.

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

• ▰acquisition of a majority stake in the Italian operator of the Aquardens thermal park. This acquisition marks the first investment by the EZORE fund. It underscores the fund’s strategy and ambition to support real estate anchored businesses with high growth potential, creating value for the company as a whole. Aquardens’ existing management team re-invested alongside Eurazeo with the ambition to build a platform around the thermal leisure sector in Italy.

As of December 31, 2025, the net value of the investment portfolio was €6,821 million. The portfolio value per share was €102.1 (compared to €107.8 as of December 31, 2024).

Changes in the portfolio value per share (-5%) were driven by:

• ▰a scope effect of -€669 million (-9%) due to exits;
• ▰the -€322 million (-4%) decrease in the portfolio fair value, recognized in the P&L;
• ▰management fees of -€64 million (-1%) invoiced by Eurazeo management companies, recognized in P&L;
• ▰a positive share buyback impact (9%).

Overall value decreased by €322 million (-4%), with the majority of the impact coming from US dollar and pound sterling exchange-rate effects (-€199 million), mainly affecting the Capital and Brands portfolios, and to a lesser extent the Growth and Real Estate portfolios. Excluding forex effects, despite an overall adjustment of €125 million, primarily related to the Growth (-€86 million), Real Estate (-€79 million) and US Brands (-€47 million) portfolios, the strong performance of the Elevate (+€69 million) and Brands Europe (+€29 million) portfolios significantly mitigated this impact.

As of December 31, 2025, Eurazeo Group Assets Under Management (AUM) totaled €39.0 billion, up 8% over 12 months, and break down as follows:

March 12, 2026 – Eurazeo announced the conclusion or renewal of several family shareholder agreements, reflecting the continued commitment of certain long-term shareholders. These agreements maintain consultation mechanisms and/or priority rights in the event of a significant disposal of shares, as applicable.

March 11, 2026 – Eurazeo reported its 2025 annual results, highlighting growth in its asset management activity, driven by increased third‑party fundraising, as well as accelerated asset rotation over the year. The shareholder return policy continued in line with the strategic plan, with an ordinary dividend of €2.92 per share, up 10% on the 2025 ordinary dividend.

February 3, 2026 – Eurazeo announced the closing of a private debt continuation vehicle in the amount of €480 million, backed by Pantheon, a global investor in private markets. This continuation fund provides liquidity to investors while preserving the stability of the underlying assets.

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.

In accordance with the provisions of the European Corporate Sustainability Reporting Directive (CSRD), as transposed into French law and applicable from fiscal year 2025, Eurazeo is publishing its Sustainability Statement this year as a mandatory report. This Statement has been prepared in accordance with Delegated Regulation (EU) 2023/2772 and the European Sustainability Reporting Standards (ESRS) adopted by the European Commission.

Eurazeo presents a Sustainability Statement that complies with all structural, content and publication requirements laid down by the CSRD and the ESRS, including the performance of a double materiality assessment, the definition of its reporting scope and the implementation of a Group-wide system for the collection, control and consolidation of non-financial information.

In accordance with applicable regulatory provisions, Forvis Mazars performed a limited assurance review of this Sustainability Statement. Forvis Mazars was appointed the Statutory Auditor responsible for certifying the sustainability information by the Shareholders’ Meeting of May 7, 2025. Their work focused in particular on the compliance of the disclosed information with the ESRS, as well as on the compliance of the process used to identify the information to be disclosed. The assurance report is presented in Section 3.6.

This reporting exercise was performed in the context of the gradual phase-in of the new regulatory framework which is still being interpreted and implemented by market participants. Eurazeo has applied the applicable requirements as of the date of preparation of this Statement and based on information available within the required timeframes, while continuing to improve its processes, systems and data collection methods, in particular along its value chain.

This report has been prepared on a consolidated basis and covers the scope of the consolidated financial statements for the year ended December 31, 2025, as presented in Chapter 6, Section 6.1 of the Universal Registration Document (URD).

This scope encompasses the following entities: Eurazeo SE, the portfolio management companies Eurazeo Funds Management Luxembourg (EFML), Eurazeo Global Investor (EGI), Eurazeo Infrastructure Partners (EIP), Kurma Partners and iM Global Partner (iMGP) and their offices (subsidiaries, branches and representation offices) located outside France (New York, London, Frankfurt, Berlin, Milan, Madrid, Shanghai, Seoul, Singapore, Stockholm, Tokyo and Sao Paulo). These entities host nearly all the Group’s different investment strategies and account for c. 98% of assets under management as of December 31, 2025. The overall workforce comprises 602 employees across 14 countries, including 496 employees in 13 countries for Eurazeo and 106 employees in 9 countries for iMGP.

Kurma Partners and entities of the iM Global Partner group have implemented their own internal policies, actions and targets. The report therefore identifies a narrative scope and a quantitative scope as follows:

The narrative elements presented in the report under the heading “Eurazeo” cover the following entities: Eurazeo SE, the portfolio management companies EFML, EGI, EIP, and their offices outside France. These entities account for 98% of assets under management as of December 31, 2025. Kurma Partners and iMGP have implemented their own policies, actions and objectives. For Kurma Partners, these have not been included in this report due to their limited materiality and the absence of impacts, risks and opportunities different from those of Eurazeo. For iMGP, the corresponding elements 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 outside France. 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. The aggregation method is specified for each indicator in the footnotes.

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

This section describes the methodology adopted for disclosures required under Article 8 of Regulation (EU) 2020/852 (the “Taxonomy Regulation”), in the context of the Sustainability Statement prepared in accordance with the CSRD and its Delegated Regulation 2023/2772. These obligations specify the content, structure and key performance indicators (KPIs) that companies must disclose under the EU Taxonomy.

Eurazeo is registered as a Financial Investment Advisor (Conseiller en investissement financier, CIF). As such, it is treated as an investment firm within the meaning of the delegated regulation adopted under Article 8 of the Taxonomy Regulation. The applicable reporting framework is therefore Annex VIII, which sets out the disclosure templates for investment firms.

For the disclosures required for its subsidiaries and Eurazeo’s other activities, the Group applies the obligations under the Taxonomy Regulation based on the effective materiality of its Financial Investment Advisor (“CIF”) activity, in line with the positions published by the European Commission (2023 and 2024 FAQs). In this context, as the companies held in the managed alternative investment funds are not themselves subject to Article 8 of the Taxonomy Regulation, Eurazeo is unable to calculate the percentage of investments (revenue, Opex, Capex) that are eligible and aligned with the European Taxonomy. Eligibility and alignment are, however, assessed each year for Eurazeo’s Article 9 funds (three funds as of December 31, 2025).

At this stage, the investment advisor activity represents a non-material share of Eurazeo SE’s business model. It generates a limited volume of services and revenues and is not a structuring component with regard to the sustainability analysis. Accordingly:

• ▰no meaningful data is available to identify Taxonomy-eligible or Taxonomy-aligned economic activities within the meaning of the Regulation;
• ▰the indicators required under Annex VIII are currently not -material.

Disclosures therefore focus on a qualitative explanation of the applicable framework and include a regulatory table in line with Annex VIII, in which the quantitative fields are left blank or marked as “not material”, consistent with the current low level of materiality.

The table below lists the impacts and risks related to the Company’s own workforce considered material in the double materiality assessment, 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 issues 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 internal dialogue framework as well as various tailored processes.

Eurazeo defines its own workforce as employees with whom it has a direct contractual relationship, thus excluding casual workers and outsourced services. The concept of workforce encompasses employees with an employment contract (open-ended or fixed-term).

Eurazeo has implemented several policies: a Diversity and Inclusion (D&I) 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.

The Human Resources Department deploys actions and processes throughout the year (performance appraisals, training programs, career management, recruitment, etc.). The HR Department and managers ensure the absence of discrimination and fair treatment based on objective criteria.

Eurazeo’s policy 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.

The Diversity & Inclusion Charter supplements this policy by clarifying the role and activities of the Diversity & Inclusion Committee.

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 SISTA Charter (1).

Eurazeo seeks to offer its employees the opportunity to adapt to changes in their profession and unlock their potential, by constantly improving and evolving. To this end, Eurazeo develops an annual training plan tailored to each employee population (role, level) and to individual needs, encompassing both hard and soft skills. The 2025 training plan is detailed in Section 3.3.1.5.

Eurazeo ensures that its employees receive fair compensation, in line with practices in each market and country and in compliance with regulatory requirements. They also benefit from a value creation sharing mechanism.

The Compensation policy for members of the Eurazeo Executive Board is consistent with 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 and 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 in calculating the variable compensation of Executive Board members. More particularly, since 2020 Eurazeo’s Sustainability & Impact strategy objectives have been included in 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 in calculating 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 with employee representative bodies. The Eurazeo SE and Eurazeo Global Investor (EGI) Social and Economic Committees (SECs) in France hold ordinary monthly meetings and quarterly meetings focusing on health and safety and working conditions, encouraging 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: health and safety and working conditions, strategic direction, economic and financial results, reorganization or restructuring projects, company social policy, professional training, etc.

It should be noted that:

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

Eurazeo regularly conducts surveys to measure employee opinions on key topics as part of the dialogue process.

Eurazeo fosters a relationship in which it listens to its employees. In 2024, Eurazeo organized a People Survey by interviewing all employees. A new survey will be performed in 2026.

In 2025, Eurazeo launched the “New Gen Lab” initiative, designed to give a voice to young talent on strategic topics for the company. A number of the recommendations made will be selected and implemented during 2026.

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 their opinions.

Note that Eurazeo has an ethics whistleblowing hotline 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 and expertise needs of the various departments with managers and Executive Management. It determines the most appropriate recruitment channels, coordinates the process and ensures that hired profiles are in line with skills requirements.

Onboarding process

Eurazeo organizes an annual onboarding day for all new hires from all its offices. 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.

This evaluation process is now fully digitized and provides a clear and structured two‑step sequence:

• ▰self-appraisal, where each employee assesses their achievements and objectives met, thus allowing for prior personal reflection;
• ▰feedback and assessment by the manager.

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, provide feedback, review progress thus far and identify any support needs; and
• ▰the year-end appraisal, which adopts a more formal approach. Its objectives are to assess the past year’s overall performance (qualitative and quantitative assessments of objectives and skills using a grid defined at company level) and define the objectives for the coming year plus the means of implementation (training, development initiatives).

In 2025, Eurazeo rolled out a 360° Feedback questionnaire for Top Management (Managing Partners, Partners and Managing Directors). This questionnaire is designed to support the development of these employees in the performance of their role, particularly in relation to expected behavior (also aligned with Eurazeo’s values). 

In addition, Eurazeo has established a structured framework of professional development interviews, in line with legal requirements in France, to support skills development and career progression for its employees.

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 employees 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 2025 covering the following subjects:

• ▰soft skills, in particular public speaking and feedback, as well as technical skills related to investment and middle‑office roles: Private Equity fundamentals, fund valuation techniques, key stages of an investment, etc.;
• ▰a training plan for junior investment professionals covering the main topics related to their role;
• ▰a training program for the Transaction teams focusing on tools, processes and the specific features of the different investment strategies;
• ▰a cycle of awareness-raising training courses on sustainability matters for Sustainability & Impact coordinators; and
• ▰a cycle of mandatory and regulatory training courses set up with the Compliance (AMF) and IT/Digital (cybersecurity, digital and IT fundamentals, Salesforce tool) teams.

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.).

Action #4 - Diversity and Inclusion

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

• ▰review and update of the Diversity and Inclusion policy and charter;
• ▰monitoring of quantified objectives set by the Executive Board;
• ▰integration of the gender equality concept in HR processes;
• ▰practices promoting an improved work/life balance and measures supporting parental 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 set for the governing bodies and specific measurement tools are used to monitor Eurazeo’s commitment to such objectives.

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 following promotion.

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, in particular, signed up to the diversity charters established by SISTA and France Invest;
• ▰supporting the Florence Foundation: by backing this initiative, Eurazeo helps support the professional integration of young people from priority neighborhoods. This foundation seeks to remove the social barriers faced by these young talents and facilitate their access to the careers of their choice;
• ▰collaboration with the non-profits, ViensVoirMonTaff and Money Ready, by hosting two groups of four 9ᵗʰ‑grade students from priority neighborhoods. By supporting this non-profit, Eurazeo helps promote the professional integration of young people from less privileged backgrounds and offers them a first exposure to the corporate world and the investment industry;
• ▰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,
  • •outside France: maternity leave of 22 weeks covered at 100%, regardless of local regulations (unless they are more favorable),
  • •in France, 100% funding for nursery slots, the introduction of a Leave Donation policy to support employees during life events requiring them to devote time to their loved ones, and the grant of CESU(2) vouchers to help finance personal services; and flexibility, in particular through the implementation of a remote‑working charter.

As part of its commitment to diversity and inclusion, Eurazeo launched several concrete initiatives in support of disability inclusion in France, notably during the European Week for the Employment of People with Disabilities and on the International Day of Persons with Disabilities on December 3, 2025: screening of videos to raise awareness of invisible disabilities and a virtual‑reality workshop, communication and awareness campaigns for employees, and reminders of disability contacts. These initiatives, open to all Eurazeo employees in France, aim to raise awareness of disability issues, promote inclusion, and support employees with disabilities, including those holding official disability status (RQTH(3)), as well as to ensure that disability is taken into account in recruitment processes.

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

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.

A Group incentive agreement was set up in 2024 in France to enable employees to share in the Company’s success and solid performance.

Since the merger of the companies in France in 2024, the employees in France of Eurazeo SE, EGI and EIP benefit from the same social policy comprising: 

• ▰an employee savings scheme;
• ▰a collective agreement common to Eurazeo’s three French subsidiaries: the collective agreement for Financial Companies; and
• ▰an agreement on working-time arrangements for the EGI and Eurazeo SE entities.

Both in France and internationally, Eurazeo aims to offer its employees social benefits in line with the highest 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 gender pay gap as of December 31, 2025 is calculated by taking into account the annual fixed salary, the target bonus and the free shares awarded in 2025. All permanent and temporary employees, functions, countries and grades are taken into account. The gender pay gap for Eurazeo permanent employees is 39.4% in 2025.

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 includes all permanent and temporary employees as of December 31, 2025.

Action #6 - Working conditions

The Company ensures freedom of association, equal pay and respect for working hours and statutory holidays. It is committed to promoting diversity and preventing all unethical behavior. Eurazeo strives 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 factor health and safety into their daily behavior, comply with prevailing guidelines and immediately report any risk or dangerous situation they may identify.

The nature of Eurazeo’s business greatly limits the risk of serious accidents occurring in the workplace. In France, occupational health and safety risk is assessed annually in the DUERP(4) which did not identify any “high” level risks.

In addition, Eurazeo ensures the well-being of its employees by adapting its premises, providing a high-quality workspace satisfying health and safety standards, creating suitable spaces dedicated to well-being, and measuring psychosocial risks. In November 2024, Eurazeo relocated all its Paris-based teams to the same address in a new high-quality and 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 - employees benefit from flexible working arrangements 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 promote collaborative 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 physical activity 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 2025, the absenteeism rate (5) was 3.9% (vs. 3.1% in 2024).

Action #7- Employee safety

In general, Eurazeo has high-quality premises that comply with local standards and are based in locations that ensure a safe working environment and are centrally located.

Eurazeo continues to raise employee awareness on safety issues through mandatory occupational health and safety training in France, as part of its risk prevention policy: evacuation training (fire wardens), awareness sessions on the use of defibrillators, and basic first‑aid training (cardiac massage).

In addition to its achievements, Eurazeo has set targets to increase the number of women on its teams in the overall workforce, with a particular focus on investment teams and annual recruitment. Eurazeo also has a commitment to limiting the gender pay gap, taking into account roles, seniority, etc., and to maintaining representation on the Supervisory Board at greater than or equal to 40% for the least represented gender. 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%. In 2024, the engagement rate measured by the People Survey was high (77%), as well as the participation rate (73%). This engagement survey was subject to prior consultation with the SEC and resulted in an action plan.

The table below lists the business conduct risks considered material in the double materiality assessment, 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 to mitigate risks related to whistleblower protection and business ethics. They apply to all Eurazeo employees in all geographical locations. Their implementation is overseen by Gabriel Kunde, General Counsel.

Eurazeo Code of Conduct: The Code of Conduct is the reference framework for Eurazeo’s ethics, compliance and social responsibility commitments. It applies to corporate officers, executives, all employees and other employees (interns, temporary workers, external personnel, etc.). This Code sets out the fundamental principles that guide our activities, in particular regarding our regulatory obligations. It also governs compliance with competition rules, the management of conflicts of interest, the responsible use of Eurazeo’s assets and best practice for external communications, including on social media.

It also incorporates the Anti‑Corruption Code of Conduct in a dedicated section.

The Code also reflects the strong commitment of Eurazeo’s co‑CEOs, who are fully engaged in promoting these rules and ensuring adherence to the highest standards of ethics and compliance. Their involvement ensures that these principles are embedded at the core of Euazeo’s strategy and practices.

Finally, each employee undertakes to comply with this Code and to reaffirm their commitment to it every year. This is supplemented by an annual personal compliance statement.

The provisions of the Code of Conduct are consistent with the various business conduct standards and initiatives to which Eurazeo subscribes: the International Bill of Human Rights, International Labour Organization (ILO) conventions, the Organisation for Economic Co‑operation and Development (OECD) Guidelines, etc. In addition, certain Eurazeo entities are subject to specific requirements, such as Eurazeo SE, which is regulated by the French Financial Markets Authority (AMF), Eurazeo North America, Inc., which is regulated by the Securities and Exchange Commission (SEC), Eurazeo UK Ltd, which complies with the Conduct Rules issued by the Financial Conduct Authority, and Eurazeo Funds Management Luxembourg, which is regulated by the Luxembourg Financial Services Regulator (CSSF). These entities therefore have their own set of procedures in place to meet these requirements.

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 and applies 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: the whistleblowing hotline.

Reports are handled confidentially by an external body. In case of violation or breach of the Code of Conduct or misuse of the whistleblowing hotline, 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 ethics 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. The training program comprises a set of courses to be completed annually. The framework includes, in particular, specific modules covering the following topics:

• ▰anti-money laundering and countering the financing of terrorism;
• ▰preventing and combating corruption;
• ▰personal data protection;
• ▰MIFID II;
• ▰preventing insider trading and managing conflicts of interest;
• ▰raising awareness of Eurazeo’s Code of Conduct.

The objective is to promote a strong culture of compliance and ensure a consistent understanding of the rules. Each employee is thus equipped with the knowledge needed to adopt the right reflexes and make decisions that are aligned with Eurazeo’s ethical principles.

Eurazeo aims to train 100% of its employees. In 2025, 100% of employees completed the training and Eurazeo identified 138 employees in functions-at-risk. To ensure rigorous monitoring, training results are periodically assessed by the Compliance team.

The compliance mechanism is detailed in Chapter 4, Section 4.1.3.

To facilitate the reading of the Sustainability Statement, Eurazeo incorporates certain information by reference summarized in the table below.

Report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852 of Eurazeo S.E. for the year ended December 31, 2025

This is a translation into English of the statutory auditor’s report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852 of the Company issued in French and it is provided solely for the convenience of English-speaking users.

This report should be read in conjunction with, and construed in accordance with, French law and the H2A guidelines, “Limited assurance engagement - Certification of sustainability reporting and verification of disclosure requirements set out in Article 8 of Regulation (EU) 2020/852".

To the Shareholders of Eurazeo SE,

This report is issued in our capacity as one of the statutory auditors of Eurazeo SE. It covers the sustainability information and the information required by Article 8 of Regulation (EU) 2020/852, relating to the year ended 31 December 2025, included in the “Sustainability Statement” Section of the Group management report and presented in Chapter 3 of the Universal Registration Document (hereinafter the “Sustainability Statement”).

Our procedures covered this information and were performed in an evolving context marked by uncertainties regarding the interpretation of texts and the development of market practice.

Pursuant to Article L. 233-28-4 of the French Commercial Code (code de commerce), Eurazeo SE is required to include the above-mentioned information in a separate section of the Group management report.

This information enables an understanding of the impact of the activities of the Eurazeo SE Group on sustainability matters, as well as the way in which these matters influence the development of the Group’s business, its performance and position. Sustainability matters include environmental, social and corporate governance matters.

Pursuant to Article L. 821-54 paragraph II of the aforementioned Code our responsibility is to carry out the procedures necessary to issue a conclusion, expressing limited assurance, on:

• ▰compliance with the requirements resulting from the sustainability reporting standards adopted by the European Commission pursuant to Article 29b of Directive 2013/34/EU of the European Parliament and of the Council of June 26, 2013 as amended by Directive (EU) 2022/2464 of the European Parliament and of the Council of December 14, 2022 (hereinafter the European Sustainability Reporting Standards or ESRS) of the process implemented by Eurazeo SE to determine the information reported, including the obligation to consult the Social and Economic Committee provided for in Article L. 2312-17, paragraph 6, of the French Labor Code, where the entity is subject to this obligation;
• ▰compliance of the sustainability information included in the Sustainability Statement with the requirements of Article L.233-28-4 of the French Commercial Code, including ESRS; and
• ▰compliance with the reporting requirements set out in Article 8 of Regulation (EU) 2020/852.

This engagement is carried out in compliance with the ethical rules, including independence, and quality control rules prescribed by the French Commercial Code.

It is also governed by the H2A (Haute Autorité de l’Audit) guidelines, “Limited assurance engagement - Certification of sustainability reporting and verification of disclosure requirements set out in Article 8 of Regulation (EU) 2020/852".

In the three separate sections of the report that follow, we present, for each of the sections of our engagement, the nature of the procedures that we carried out, the conclusions that we drew from these procedures and, in support of these conclusions, the elements to which we paid particular attention and the procedures that we carried out with regard to these elements. We draw your attention to the fact that we do not express a conclusion on any of these elements taken individually and that the procedures described should be considered in the overall context of the formation of the conclusions issued in respect of each of the three sections of our engagement.

Finally, where deemed necessary to draw your attention to one or more disclosures of sustainability information provided by Eurazeo SE in the Group management report, we have included an emphasis of matter paragraph hereafter.

As the purpose of our engagement is to express limited assurance, the nature (choice of techniques), extent (scope) and timing of the procedures are less than those required to obtain reasonable assurance.

This engagement does not guarantee the viability or the quality of the management of Eurazeo SE, in particular it does not provide an assessment of the relevance of the choices made by Eurazeo SE in terms of action plans, targets, policies, scenario analyses and transition plans, beyond compliance with the ESRS reporting requirements.

In addition, in the case of forward-looking information that is by nature uncertain, actual results may differ, sometimes materially, from the forecasts presented in the Group management report.

Our engagement does, however, allow us to express conclusions regarding the process for determining the sustainability information to be reported, the sustainability information itself, and the information reported pursuant to Article 8 of Regulation (EU) 2020/852, as to the absence of identification or, on the contrary, the identification of errors, omissions or inconsistencies of such importance that they would be likely to influence the decisions that readers of the information subject to this engagement might make.

The sustainability information and the information required by Article 8 of Regulation (EU) 2020/852 may be subject to the uncertainty inherent to the state of scientific knowledge and the quality of external data used. Some information is sensitive to the choice of methodology and the assumptions and/or estimates used for its preparation and presented in the Group management report.

The Eurazeo group’s main activity is asset management for institutional and retail 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 (4.1.1), key players (4.1.2) and an environment promoting honest and ethical behavior (4.1.3), which are presented successively below.

The systems presented (functioning as of December 31, 2025) cover all transactions performed within a scope comprising the investment company Eurazeo SE, the portfolio management companies, EFML, EGI and EIP(1) and their offices (subsidiaries, branches and representation offices) located outside France (New York, London, Frankfurt, Berlin, Milan, Madrid, Shanghai, Seoul, Singapore, Stockholm, 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, 2025. 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 (Elevate and Capital), Growth, Brands, Healthcare, Venture, Planetary Boundaries, Secondaries & Mandates;
• ▰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 client capital. This capital is invested in funds managed by one of the Group portfolio management companies.

As of December 31, 2025, Eurazeo group assets under management total €39.0 billion and break down as follows:

• ▰€30.1 billion invested on behalf of our clients;
• ▰permanent capital of the Eurazeo SE investment company of €8.9 billion invested directly or in funds managed by the Group’s portfolio management companies;

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, under the supervision of 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 retail) 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) 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 generally 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, performance, risks projects, 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 generally 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 Investor Relations Department (with support from the Communications Department), using as a guideline best-practice standards in financial communication.

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 Sustainability Statement 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 Sustainability Statement is reviewed by the Statutory Auditors. The conclusions of these procedures are summarized in the report presented in Chapter 3, Section 3.6.

Depending on the timing of investments, divestments, capital calls and distributions, 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, 2025, Group consolidated net financial debt amounted to €1.1 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 4.1.2 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.

In March 2005, Eurazeo acquired ANF (which later became ANF Immobilier), a listed real estate company, to host the Group’s new property investment activities. In July 2016, Eurazeo sold its majority stake in ANF Immobilier to ICADE, a French real estate company and a subsidiary of Caisse des Dépôts et Consignations, which ultimately absorbed ANF Immobilier on June 29, 2018. Under the management of ANF Immobilier, Mr. Manacorda became the main contractor for the rehabilitation work on ANF Immobilier’s real estate assets in Marseilles. In May 2006, ANF filed a criminal complaint with an application to join as a civil party on grounds of misuse of corporate assets and receiving the proceeds of that offense. On April 27, 2007, the investigating judge formally charged Mr. Manacorda, in particular with receiving the proceeds of the misuse of corporate assets and aiding and abetting this misuse. By order dated April 29, 2016, Mr. Manacorda’s case was transferred before the Criminal Court on charges of receiving proceeds from and aiding and abetting the misuse of corporate assets.

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.

Against this backdrop, on January 28, 2025, Mr. Manacorda brought a new action before the Marseilles District Court against Icade (as successor in interest to ANF Immobilier), as well as one of its former Chairmen of the Executive Board, seeking a joint order to pay damages and interest of more than €16 million for malicious accusation allegedly arising from the criminal complaint filed on May 11, 2006 by ANF Immobilier.

Pursuant to the sale to Icade of its investment in ANF Immobilier, Eurazeo granted Icade a number of warranties (covering notably this dispute) in consideration for rights over the follow-up of this dispute 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 the 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 2025;
• ▰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;
• ▰the 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 issues relating to the conduct of the business and the main sustainability impacts, risks and opportunities. In accordance with the CSRD, sustainability information is presented in Chapter 3, “Sustainability Statement”, of the 2025 Universal Registration Document. Information relating to internal control and risk management procedures implemented by Eurazeo is presented in Chapter 4, “Risk Factors” of the 2025 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. His term of office as a member of the Supervisory Board was renewed by the Shareholders’ Meeting of May 7, 2025.

As of December 31, 2025, 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 includes four women, representing 44.4% of the Retained Number. Five members are independent, representing 55.5% 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 standing 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 in 2025. As part of its activities, 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 2025 and 2026 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 2025 Universal Registration Document.

Supervisory Board members benefit from a structured initial and ongoing training program, in line with AFEP‑MEDEF Code recommendations and market best practices. When they take up their duties, new members follow an induction program over a period of 12 to 18 months, comprising presentations of the Company and all its activities by the members of the Executive Board and internal teams, covering in particular the Group’s strategy and business model, finance and risk management, governance, compliance and directors’ responsibilities, as well as the ESG policy and new non‑financial reporting requirements (CSRD). Ongoing training is offered in the form of internal presentations (Executive Management, Managing Partners and experts from the main strategies), supplemented, where appropriate, by external modules delivered by specialist organizations, notably on asset management and private equity, ESG/CSRD, cyber‑risk and AI matters.

New Committee members also benefit from specific sessions with the heads of the relevant teams (in particular Finance and the General Counsel) to delve more deeply into the topics falling within their committee’s remit, notably in the areas of sustainable finance, compensation, governance, ESG risks, AI and cybersecurity.

This training framework helps ensure the expertise of Board and Committees members is kept up to date and strengthens their understanding of the Group’s strategic, financial, regulatory and non‑financial 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 later come to acquire.

As of December 31, 2025, Supervisory Board members and the non-voting member together held a total of 14,963,319 shares, representing 21.63% of the share capital and 28.79% 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 its latest discussions with the HCGE on the compliance of the CAG Committee with the AFEP-MEDEF Code, the CAG Committee was renewed in 2024 and now comprises a majority of independent members. Three members are independent, representing 60% of the Retained Number. Since May 7, 2025, the Committee is chaired by Serge Schoen, an independent member.

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 2025 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”; 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 share 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 Standing Committees are established in accordance with the Internal Rules. Their duties are set out in their respective charters, the principles of which are summarized below, and appended to the Internal Rules of the Supervisory Board (see Section 5.5.2 “Standing Committee Charters”). 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 four Standing Committees assist the Supervisory Board in the decision-making process. Each Committee plays a specific role enabling the Supervisory Board to exercise its oversight fully and effectively.

The Audit Committee provides essential support by conducting a detailed review of the financial statements, analyzing financial and non‑financial risks and reviewing the work of the Statutory Auditors. Its structured reports give the Supervisory Board a secure, consolidated view of the financial statements and the internal control system, thereby facilitating decision‑making on the approval of the financial statements and prior authorizations.

The Finance Committee assists the Supervisory Board in strategic decisions by carrying out an upstream analysis of the Company’s equity commitments in funds above a certain threshold, the execution of the strategic plan and significant transactions. Its work provides a precise insight into financial models, risks, assumptions and strategic coherence.

The CAG Committee provides cross‑functional and decisive support in matters of governance, the selection of Supervisory Board members, executive compensation and the assessment of the activities of the Supervisory Board and its Committees. In particular, it prepares decisions relating to the composition of the Supervisory Board, independence, terms of office, compliance with the AFEP‑MEDEF Code and compensation policies, including long-term incentive plans (LTIP). It also centralizes the results of the annual self‑assessment and proposes areas for improvement, which are then incorporated into the work of the Supervisory Board.

The CSR Committee supports the Supervisory Board on sustainability matters by analyzing non‑financial reporting, regulatory requirements (in particular the CSRD) and sustainability‑related procedures performed by the Statutory Auditors. It takes part in joint sessions with the Audit Committee when topics require combined expertise, thereby providing the Supervisory Board with an integrated view of ESG risks and the Group’s sustainable performance.

Lastly, in addition to the Standing Committees, the Supervisory Board can establish, whenever it considers necessary, an ad hoc committee to conduct a prior review of any transaction of a strategic or exceptional nature, or requiring close attention due to its sensitivity. The creation of such a committee meets the requirements of diligence, rigor and specialization associated with the oversight of non‑recurring transactions, in line with best governance practices. The ad hoc committee issues a recommendation to the Supervisory Board and conducts its duties under a mandate strictly defined by the Supervisory Board, encompassing in particular the analysis of the strategic, legal, financial, operational and governance issues relating to the transaction submitted for its review. When it meets, this committee comprises the Chair and the Vice‑Chair of the Supervisory Board, as well as the Chairs of the Standing Committees. It is chaired by an independent member of the Supervisory Board. The intervention of the ad hoc committee is a key mechanism in the governance framework, ensuring an in‑depth, specialized and proportionate review of transformational transactions while safeguarding the confidentiality of strategic information and protecting the Group’s corporate interests.

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.

This version of the Internal Rules entered into force on March 5, 2025 and remains unchanged. 

• 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 (1) or employee of the Company,
  • •an executive corporate officer, employee or a director of a company consolidated within the Company,
  • •an executive corporate officer, employee or a director of the Company’s parent company or a company consolidated within this parent;
• b.is not an executive corporate officer of a company in which the Company holds a directorship, either directly or indirectly, or in which an employee or executive corporate officer of the Company (currently in office or having held such office during the last five years) is a director;
• c.is not a client, supplier, investment banker or corporate banker (2):
  • •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 more than 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 onrisks, CSR and governance. Meetings are notified by letter, fax, e-mail or orally. Notices of meeting may be issued by the secretary to the Supervisory Board.
• Meetings are called by the Chairman, who sets the agenda. The agenda may be set only at the time of the meeting. In the absence of the Chairman, the meeting is chaired by the Vice-Chairman, who then assumes all the powers of the former.
• At the initiative of most Supervisory Board members or the Chairman of the Board himself, the Board can decide to hold meetings without Executive Board members present.
• The Chairman must call a Supervisory Board meeting within fifteen days of being asked to do so for a valid reason by at least one-third of its members. If such a request remains unsatisfied, the members who submitted the request may themselves call the meeting and set its agenda.
• Meetings are held at the location indicated in the notice of meeting.
• 3.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 specialized 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 aconsultative capacity. They may not act on behalf of Supervisory Board members and may only advise.
• 5.The Board appoints the Committee Chairman from among its members, and for the duration of his/her appointment as a Committee member.
• 6.Each Committee reports on the performance of its duties at the next meeting of the Supervisory Board.
• 7.Each Committee sets the frequency of its own meetings, which are held at the registered office or any other location selected by the Chairman, who also sets the agenda for each meeting.
• The Chairman of a Committee may invite Supervisory Board members to attend one or more of its meetings. Only Committee members may take part in deliberations.
• Each Committee may invite any guest of its choice to attend its meetings.
• 8.In the absence of specific provisions, the minutes of each Committee meeting are recorded by the secretary appointed by the Committee Chairman, under the authority of the Committee Chairman. The minutes are distributed to all Committee members. The Committee Chairman decides on the conditions governing the way in which the work of the Committee is reported to the Supervisory Board.
• 9.Each Committee puts forward proposals, recommendations and/or advice within its own field of expertise. For this purpose, it may undertake or commission any studies liable to assist the deliberations of the Supervisory Board and, after having informed the Chairman of the Supervisory Board or the Supervisory Board itself, it may call on external experts if necessary at the expense of the Company.The committees report on the information and opinions obtained.
• 10.Compensation of Committee members is set by the Supervisory Board, and paid from the total amount of compensation for the year.

• 1.The Chairman and Vice-Chairman may receive compensation, the nature, amount and payment methods of which are determined by the Supervisory Board acting upon recommendation of the CAG Committee.
• 2.The amount of compensation set by the Shareholders’ Meeting under the terms of Article 15 of the Bylaws is shared between the Supervisory Board, itscommittees 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 Supervisory Board 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 suchinformation is necessary to satisfy reporting obligations to national regulatory bodies, and more specifically, market regulators.
• 5.When a transaction is planned in which a Supervisory Board member or a non-voting member of the Supervisory Board has a direct or indirect interest (e.g. when a Board member is affiliated with the seller’s advisory or funding bank, or the bank advising or funding a Eurazeo competitor in respect of the same transaction, or with a major supplier or customer of a company in which Eurazeo is considering acquiring an investment), the Supervisory Board member or the non-voting member of the Supervisory Board concerned must inform the Chairman of the Supervisory Board as soon as he/she is aware of the planned transaction, specifying whether his/her interest is direct or indirect and the nature of the interest. The Supervisory Board member or the non-voting member of the Supervisory Board concerned is then required to abstain from participating in Supervisory Board or Committee meetings at which the prospective transaction is discussed. Consequently, he/she takes no part in the proceedings of the Supervisory Board or in the vote concerning the planned transaction, and does not receive the relevant section of the minutes.

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

On March 17, 2025, the Eurazeo Supervisory Board duly noted the resignation of Olivier Millet, a member of the Executive Board since 2018 and Managing Partner notably in charge of investment activities for SMEs and mid-caps, which he had managed since 2005.

Olivier Millet’s resignation formed part of a planned and deliberate management transition aimed at building a benchmark, recognized and cohesive team under the leadership of Pierre Meignen, who has been with the Group for nearly 15 years and has been Managing Partner in charge of the Elevate business since 2023. The Supervisory Board commended Olivier Millet’s longstanding commitment to the Group, in particular to the development of investment activities in the healthcare sector. It also paid tribute to his conviction on ESG matters and to his role in developing the private equity sector as Chairman of France Invest from 2016 to 2018.

Following Olivier Millet’s departure, the Supervisory Board renewed its confidence in the members of the current Executive Board, William Kadouch-Chassaing and Christophe Bavière, co-CEOs and Sophie Flak, Managing Partner – Sustainability, Impact & Tech, and instructed them to continue implementing Eurazeo’s strategic plan.

As of December 31, 2025, 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, 2025, Christophe Bavière was appointed Chairman of the Executive Board and William Kadouch-Chassaing 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 6, 2026. The components of corporate officer compensation for 2026 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 executive 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 Standing Committees and, when applicable, their non-voting members, in accordance with the following principles:
  • •the Supervisory Board sets the amount of compensation allocated to Supervisory Board members and the amount allocated to the Chairman and members of each Committee,
  • •compensation allocated to members of the Supervisory Board includes a fixed portion and a variable portion in proportion to their actual presence at Board meetings,
  • •compensation allocated to members of the committees is determined in proportion to their actual presence at Committee meetings,
  • •the Supervisory Board may decide that a proportion of the compensation should be allocated to non-voting members, the amount and conditions of such allocation being set by the Supervisory Board itself,
  • •the Supervisory Board may decide the grant of exceptional compensation for specific assignments entrusted to a member,
  • •in the event the total amount of compensation set by the Shareholders’ Meeting is exceeded, a reduction ratio is applied to all compensation granted to members and non-voting members.

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

On March 6, 2024, at the recommendation of the CAG Committee, the Supervisory Board set the compensation policy for Supervisory Board members that 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 were continued in 2025 and will be retained unchanged for 2026.

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

Lastly, on the recommendation of the CAG Committee, the additional annual remuneration paid to the Chairman of the Supervisory Board is maintained unchanged at €150,000, a level that has remained the same since 2022.

The 9th resolution presented to the Shareholders’ Meeting of May 6, 2026 asks shareholder to approve the 2026 compensation policy for Supervisory Board members.

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 and long-term compensation (performance share grants).

At the recommendation of the CAG Committee, the Supervisory Board meeting of March 10, 2026 adjusted the Executive Board compensation policy in the following areas:

• ▰the introduction of two economic criteria for long‑term compensation, relating to the increase in the FRE margin rate and the growth in third‑party assets under management; 
• ▰the review of the respective weightings of the four criteria in line with changes in the business model; 
• ▰an adjustment to the grant amount for each member.

This compensation policy will also apply to any new Executive Board member appointed during the year.

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

The fixed compensation of the co-CEOs and the member of the Executive Board is unchanged and therefore remains fixed at:

• ▰€800,000 for Christophe Bavière;
• ▰€800,000 for William Kadouch-Chassaing;
• ▰€450,000 for Sophie Flak.

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 gives greater weighting to PFV value creation for investments performed after January 2023, the date of appointment of the current Executive Board. This criterion is weighted 20% when measuring the attainment of this criterion and the PFV of the portfolio as a whole is weighted 80%. This criterion represents 20% of the target bonus where the objective of 8% annual growth currently set by the Supervisory Board is attained and can reach 40% if this objective is exceeded;
  • •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 represents 5% of the target bonus. 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 based on total fundraising with third-party investors. It represents 20% of the target bonus if the objective determined by the Supervisory Board is attained 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 represents 20% of the target bonus if 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 resulting from fundraising and control over Group operating expenses.

The relative weightings of the various criteria referred to above reflect the CAG Committee’s wish to link the variable compensation of executives directly 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 were 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 10, 2026 defined the following qualitative criteria:

• ▰quantifiable criteria common to all Executive Board members 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, representing 10% of the target bonus.

The ESG appraisal is based on:

• ▰annual progress in investee company decarbonization indicators and/or attainment of formal decarbonization targets (see Section 3.2.2.7); 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 2026 will be subject to approval by the Ordinary Shareholders’ Meeting approving the financial statements for the year ended December 31, 2026, 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 an authorization granted by the Shareholders’ Meeting of May 7, 2025 (19th resolutions). The Executive Board is therefore authorized to grant 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, i.e. an average of 1% per year. Grants of free shares to corporate officers are subject to a sub-ceiling of 1.5% of the share capital;

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. Since fiscal year 2025, long-term compensation represents a percentage of target compensation for the previous year (see Section 5.8.1.4), and no longer a percentage of the total compensation awarded in respect of the current 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,

Pursuant to Article 14 of the Bylaws, prior authorization by the Supervisory Board is required for “the creation of stock option plans and the grant 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 10, 2026 decided, from fiscal year 2026 and subject to approval by the Shareholders’ Meeting of May 6, 2026, to amend the performance share grant policy as follows:

• ▰conditions applicable to long-term instruments (applicable to the 2026 performance share plan):
  • •long-term compensation will represent the equivalent of 12 months’ target compensation, i.e. 24 months’ base salary, for the co-CEOs, and 9 months’ target compensation, i.e. 18 months base salary, for the other members of the Executive Board. The Supervisory Board assessed the competitiveness and comparability of long-term compensation against a peer group comprising eight investment companies comparable to Eurazeo (ICG, Partners Group, EQT, Bridgepoint, GBL, Wendel, Tikehau and CVC Capital Partners), communicated by Deloitte. The compensation compares to the panel as follows:
    • •long-term compensation equivalent to the first quartile of the peer group for the co-CEOs,
    • •long-term compensation equivalent to the median of the peer group for the other members of the Executive Board;

• ▰performance criteria applicable to long-term instruments (applicable to the 2026 performance share plan): the Supervisory Board, at the recommendation of the CAG Committee, decided to introduce two new performance criteria and adjust the weighting of the criteria to make the long‑term compensation policy for Executive Board members more balanced and more closely aligned with the execution of the strategic plan. The two new criteria are as follows:
  • •a growth criterion for third-party assets under management is included for 25%, with no possibility of outperformance;
  • •a criterion relating to the increase in the FRE margin rate, also representing 25%, without no possibility of outperformance, which replaces the criterion relating to the increase in the valuation of the asset management activity.
  • The weighing of the two existing criteria is modified as follows:
  • •the ANA criterion is reduced from 50% to 25% and the criterion relating to the change in the Eurazeo share price compared to the SBF 120 index is removed,
  • •the weighting of the criterion relating to the change in the Eurazeo share price compared to the LPX-TR Europe index is increased from 20% to 25%. The increased weighting of this criterion from fiscal year 2026 seeks to strengthen alignment between Executive Board members and shareholders while assessing the performance of the Eurazeo group compared to that of its peers.

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 25% of the total grant compared to 50% previously. If Eurazeo outperforms this indicator by between 8% and 10%, an additional vesting percentage of 5% can be obtained through straight-line interpolation;
• ▰the change in 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 25% of the total grant compared to 20% previously. If Eurazeo share performance is in line with 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;
• ▰the growth in third-party assets under management. Shares will only vest if this indicator increases compared to its value at December of the year preceding the grant, and the grant rate is calculated on a straight-line basis between 0% and +25% growth in the indicator over three fiscal years over the duration of the plan. This criterion represents 25% of the total grant. No additional shares will vest if the criterion outperforms. The introduction of this criterion seeks to measure the Group’s capacity to generate recurring revenues and the attractiveness of the Eurazeo funds;
• ▰the increase in the FRE margin rate. Shares will only vest if this indicator increases compared to its value at December of the year preceding the grant, and the grant rate is calculated on a straight-line basis between 0% and +1.5% growth in the indicator over three fiscal years. This criterion represents 25% of the total grant. No additional shares will vest if the criterion outperforms. The introduction of this criterion seeks to measure Eurazeo’s performance as an asset manager on behalf of investment partners;
• ▰if one or several criteria outperform, the number of shares that vest cannot exceed the number of shares initially granted, as adjusted for dilutive events during this period, where applicable.

The performance conditions are applicable to 100% of the annual grants for members of the Executive Board and the Management Committee, as well as Partners and Managing Directors of the investment teams and investor relations team. 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, as well as 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 an 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.

Since a decision of the Supervisory Board on March 7, 2023, termination benefits now represent eighteen (18) months total annual compensation (fixed and variable) based on compensation paid in respect of the last 12 months for all Executive Board members.

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:

The Executive Board has three members: William Kadouch-Chassaing and Christophe Bavière, 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 10, 2026, 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, with companies with executives in common entered into during the fiscal year ended December 31, 2025, 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 2025 Universal Registration Document.

The Supervisory Board authorized the following agreement, in view of the investments of Executive Board members:

• ▰the Supervisory Board meeting of June 19, 2025 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 the contractual documentation, as part of the implementation of the LightQuest co-investment plan;
• ▰this primarily concerns 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 third-party investors;
• ▰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 total amount of the LightQuest fund is €222 million. The maximum total amount invested by members of the Executive Board and the investment team in this fund is €2,220,000, including €66,600 for members of the Executive Board;
• ▰this plan is described in Section 5.14 of the 2025 Universal Registration Document.

The Supervisory Board authorized the following agreement, in view of the involvement of a major shareholder:

• ▰At its meeting on March 10, 2026, the Supervisory Board authorized Eurazeo to enter into an agreement to act in concert with Béatrice Stern, Natalie Merveilleux du Vignaux, Agathe Mordacq, Cécile David‑Weill and her children, and Quatre Sœurs LLC and Palmes CPM SA (the “Parties”), which together hold more than 10% of Eurazeo’s share capital and voting rights (the “2026 David‑Weill Agreement”). The agreement notably governs certain governance (voting) arrangements and transfer mechanisms (price/terms and procedures), and sets thresholds and reference price ranges for notifications and transfers;
• ▰The David-Weill 2026 Agreement primarily provides for (i) a consultation commitment ahead of each shareholders’ meeting so that the voting rights attached to the securities held by the Parties are exercised in a coordinated manner, (ii) a cap on acquisitions, including a prior‑information obligation (five trading days’ notice) in the event of an increase in holdings and an undertaking not to cause the concert to cross the 30% threshold of the share capital and/or voting rights; and (iii) provisions governing the transfer of securities (right of first refusal in favor of the other Parties, with an alternative tag-along right, and, where applicable, a right of first negotiation in favor of Eurazeo). The 2026 David-Weill Agreement is entered into for a period of four years commencing April 6, 2026, with the possibility of early termination under certain conditions. It will replace the agreement entered into on December 12, 2022 between the same Parties on its expiry on April 6, 2026 (Decision and Information no. 226C0297). The parties to the 2022 David‑Weill Agreement (Decision and Information no. 222C2674) notified Eurazeo on December 16, 2025 of their decision not to tacitly renew the 2022 David‑Weill Agreement on its expiry;
• ▰The conclusion of the 2026 David‑Weill Agreement reaffirms the Company’s family shareholding base and confirms the David‑Weill family’s continued commitment to Eurazeo, supporting the stability of its shareholding structure. This new agreement is in line with the 2022 agreement, while introducing adjustments to modernize its operation and facilitate the management of shares by the Parties;
• ▰Detailed information on this agreement is presented in Chapter 7.1.2 of the 2025 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/fr/newsroom/politiques.

Standard agreement assessment procedure

In accordance with this Charter, the Company has implemented an annual review procedure for 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 May 7, 2024 and May 7, 2025:

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

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

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

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

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

Co-investment plans include:

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

Since 2012, co-investment plans carried exclusively by Company equity have been structured through CarryCo companies grouping together Eurazeo SE (95% of the share capital) and Beneficiaries (1) (together holding 5% of the share capital). These “CarryCo” companies participate in each investment performed by Eurazeo in the amount of 10%. This percentage was increased to 12% from June 2017 for the CarryCo Capital 2, CarryCo Brands, CarryCo Patrimoine 2, CarryCo Croissance 3 and CarryCo Pluto plans. For investments performed since 2014, the plan includes a component calculated on a deal-by-deal basis.

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

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

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

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

This co-investment plan is structured through Eurazeo Patrimoine 3, a simplified joint stock company with variable share capital classified as an alternative investment fund (“Other AIF” category), managed by the management company, Eurazeo Funds Management Luxembourg. The maximum amount of the plan was €500 million at the date of authorization by the Supervisory Board on November 29, 2021. The contractual documents signed with the Beneficiaries structure their investment in the fund. The Beneficiaries have undertaken to invest €3,583,151 (excluding carried interest shares held by Eurazeo SE), including €29,860 for the Executive Board in its composition as of December 31, 2025, that is Christophe Bavière.

The main rules applicable to the Eurazeo Patrimoine 3 plan are as follows:

• (i)The plan is authorized for the Eurazeo SE strategy and Eurazeo Real Estate Luxembourg Sàrl (“EREL”) dedicated to real estate and for a given period;
• (ii)The plan only includes a pooled base;
• (iii)Eurazeo SE, EREL and the Beneficiaries are grouped together in a joint stock company with variable share capital, which invests 100% in each investment in the plan. The variable share capital of this company comprises two classes of preference share: class A preference shares (the “A Preference Shares”) held by Eurazeo SE and EREL and class C preference shares (the “C Preference Shares”), which are the carried interest shares held by the Beneficiaries;
• (iv)Beneficiaries rights vesting progressively (“vesting”) over 5 years;
• (v)Beneficiaries invest 0.6% of the plan and are entitled to 12% of the realized capital gains;
• (vi)The minimum preferential return guaranteed to Eurazeo SE and EREL (the “hurdle”) is 6% per annum;
• (vii)Net assets are distributed (the “waterfall”) as follows: repayment of the par value of A Preference Shares, repayment of the par value of C Preference Shares, payment of the hurdle, 88/12 split of capital gains;
• (viii) Beneficiaries hold a put option ensuring the liquidity of the plan over a two year period from the 8th anniversary of the plan. After this period, Eurazeo SE holds a call option that may be exercised up to expiry of the Company;
• (ix)Each Beneficiary holds a put option covering all their C Preference Shares, which may be exercised during a 90-day period following a change in control of Eurazeo SE. A change in control of Eurazeo is defined as (i) the acquisition of control of Eurazeo by one or more third parties acting alone or in concert, or (ii) the dismissal by one or more third parties acting alone or in concert of more than half the members of Eurazeo’s Supervisory Board at the Company’s Shareholders’ Meeting.

The Beneficiaries have undertaken to invest €30.69 million in the CarryCo and Eurazeo Patrimoine 3 plans, including €292 thousand for the Executive Board in its composition as of December 31, 2025.

The final value of C Preference Shares for the CarryCo Capital 2, CarryCo Brands, CarryCo Croissance 3, CarryCo Pluto and Eurazeo Patrimoine 3 plans cannot currently be estimated, as the relevant investments have only been held for a short period of time and the future crossing of the hurdle is uncertain. The value of C Preference Shares for the CarryCo Patrimoine, CarryCo Patrimoine 2 and CarryCo Capital 1 plans as of December 31, 2025 is presented below. In January 2026, Eurazeo SE exercised its call option covering all C Preference Shares in the CarryCo Croissance plan not held, for a symbolic amount of €1 per share.

The characteristics of the CarryCo plans are also presented in Note 16 to the Company financial statements and Section 8.6 (Statutory Auditors’ Special Report on related-party agreements) of the 2025 Universal Registration Document.

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

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