EURAZEO_REGISTRATION_DOCUMENT_2017

7 Special Report on share subscription 7.1 and purchase options

SHAREHOLDERS’ MEETINGS Special Report on share subscription and purchase options (Article L. 225-184 of the French Commercial Code)

(Article L. 225-184 of the French Commercial Code)

Pursuant to the provisions of Article L. 225-184 of the French Commercial Code, Eurazeo informs you that it granted share purchase 1. options in fiscal year 2017, under the conditions set out below

2017 Plan 05/12/2016 01/31/2017

Date of authorization by Shareholders’ Meeting

Date of Executive Board meeting that decided the grant (1)

Type of options granted

Purchase 107,760

Total number of shares available for purchase

Total number of persons concerned

13

of which total number of shares that can be purchased by Executive Board members (composition as of December 31, 2017) (2) of which total number of shares that can be subscribed or purchased by the 10 employees other than corporate officers receiving the highest number of options

52,088

54,491

Number of executives (corporate officers) concerned

1

Beginning of exercise period

01/31/2021 01/30/2021 01/31/2027

End of lock-up period

Expiry date

Discount

0%

Strike price (in euros)

54.06

Share subscription or purchase options canceled during the fiscal year

-

TOTAL NUMBER OF OPTIONS REMAINING TO BE EXERCISED AS OF DECEMBER 31, 2017 (3)

107,760

% OF SHARE CAPITAL AS OF DECEMBER 31, 2017 0.15% The grant of options to corporate officers was submitted to the prior approval of the Supervisory Board meeting of December 8, 2016, in (1) accordance with the recommendations of the Compensation and Appointment Committee. These options are subject to performance conditions. (2) Options may be exercised for one share each. (3)

Share subscription or purchase options granted to corporate officers and outstanding as of December 31, 2017 2.

Of which options granted In 2016 (1)

Average strike price

Total options (1)

In 2017 (1)

Patrick Sayer (2)

1,154,003 203,317 333,180

€41.89 €43.73 €46.87

34,864 11,724 24,521

52,088

- -

Philippe Audouin (3) Virginie Morgon (4)

Purchase options, adjusted for share capital transactions. (1) Of which 375,383 performance-based options, including 153,492 options granted in 2014, 134,939 options granted in 2015, 34,864 options granted (2) in 2016 and 52,088 options granted in 2017. Of which 78,630 performance-based options, including 35,421 options granted in 2014, 31,485 options granted in 2015 and 11,724 options granted (3) in 2016. Of which 182,961 performance-based options, including 68,481 options granted in 2014, 89,959 options granted in 2015 and 24,521 options granted (4) in 2016.

TERMS AND CONDITIONS OF THE 2017 PLAN The share purchase options (the “Options”) were granted to (i) members of the Executive Board and the Executive Committee and Investment • Officers of the Company, subject to performance conditions, and (ii) certain executives of the Company and its affiliates within the meaning of Article L. 225-180 of the French Commercial Code, half of which subject to performance conditions.

346

2017 Registration document

Eurazeo