EURAZEO_REGISTRATION_DOCUMENT_2017

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

formal agreement of the Executive Board, at the → recommendation of the Compensation and Appointment Committee (for Executive Board members only), canceling the expiry of Unvested Options in favor of the beneficiary, in accordance with the terms and conditions set out by the Executive Board; the aforementioned agreement of the Executive Board does not lead to the early vesting of Options which continue to vest at the end of three successive vesting periods. In the above cases, the exercise of the Vested Options remains subject to the attainment of the Performance Conditions as defined previously. Early exercise of Options Should one of the following events arise before January 31, 2021 • (the “Events allowing the Early Exercise of Options”), all Options, including Unvested Options, will vest early and will be immediately exercisable, notwithstanding the requirements relating to the beneficiary’s length of service in the Company: the disability of the beneficiary falling into the second or third (i) category provided for in Article L. 341-4 of the French Social Security Code (Code de la Sécurité Sociale); the death of the beneficiary during a vesting period: the heirs (ii) may exercise the options during a six-month period following the date of death, after which the options will expire; the filing of a takeover bid targeting the shares of the (iii) Company deemed compliant by the French Financial Markets Authority (AMF); the takeover of the Company involving: (i) a change in control (iv) within the meaning of Article L. 233-3 of the French Commercial Code; (ii) a change in the majority of members of the Supervisory Board at the same time and upon the initiative of a new shareholder or new shareholders acting in concert; or (iii) the direct or indirect ownership by a company of more than 30% of the Company’s voting rights, together with a change of more than 20% of the members of the Executive Board and the Supervisory Board over a nine-month period;

the dismissal of more than half the members of the Company’s (v) Supervisory Board by the Shareholders’ Meeting. It is understood that with respect to the Events allowing the Early • Exercise of Options described in points (iii), (iv) and (v) above, the Unvested Options may only vest to the beneficiary and become immediately exercisable if he/she, at the date of the Event allowing the Early Exercise of Options, has received regular grants of share purchase or subscription options for more than two years under this option plan and/or an earlier plan. Furthermore, should one of the events described in points (iii), (iv) and (v) above occur, the exercise of the Options will remain subject, where applicable, to the attainment of the Performance Conditions in accordance with the following conditions, at the initiative of the beneficiary: within a two-month period of the event, by applying the → Performance Conditions over a period commencing the Option grant date (i.e. January 31, 2017) and expiring the date of the event; or from January 31, 2017, by applying the Performance → Conditions over a four-year period commencing January 31, 2017 and expiring January 30, 2021, inclusive. Furthermore, the holding of options implies: • a ban on using hedging instruments; → a ban on exercising options and/or selling shares resulting → from the exercise of options (i) during the 30 days prior to the publication of the annual or interim financial statements, (ii) during the 15 days prior to the publication of quarterly information, and (iii) during the period between the date at which the Supervisory Board is convened to decide on a proposed investment by the Company and the date at which this investment is formally communicated to the public by the Company or a third party. Plan beneficiaries have the possibility to convert all or part of the • Options into free shares and/or preference shares, at a parity of one free share for three share purchase options.

Share purchase options granted by Eurazeo to its corporate officers and exercised by them during fiscal year 2017 3.

Number of options granted/ shares purchased

Price (in euros)

Expiry or exercise date

Plan

Options granted during the fiscal year by Eurazeo to corporate officers Patrick Sayer Options exercised during the fiscal year by Eurazeo corporate officers Philippe Audouin

52,088

54.06 (1)

01/31/2027

2017 Plan (2)

2,464 6,012

21.27 (1) 27.26 (1) 46.38 (1) 46.38 (1) 21.27 (1)

08/11/2017 08/11/2017 09/15/2017 09/18/2017 10/11/2017

2009 Plan 2012 Plan 2008 Plan 2008 Plan 2009 Plan

Philippe Audouin Virginie Morgon Virginie Morgon

69,420 11,245 24,854

Patrick Sayer

Strike price calculated based on the average share price by the Executive Board on January 31, 2017. (1) After authorization by the Supervisory Board on December 8, 2016, in accordance with the recommendations of the Compensation and (2) Appointment Committee.

Share purchase options granted in fiscal year 2017 by Eurazeo to the ten employees other than corporate officers receiving the 4. highest number of options and shares purchased through the exercise of options by the ten employees who have purchased the highest number of shares In fiscal year 2017, the Executive Board meeting of January 31, 2017 expiry date of January 31, 2027 (adjusted for share transactions granted 54,491 share purchase options to the ten employees receiving performed after the grant date). the highest number of options, with a strike price of €54.06 and an

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2017 Registration document

Eurazeo