EURAZEO_REGISTRATION_DOCUMENT_2017

7 Share purchase options granted during fiscal year 2017 to all employee beneficiaries 5.

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

In fiscal year 2017, the Executive Board meeting of January 31, 2017 decided to grant a maximum of 632,342 share purchase options to all employee beneficiaries of the Company (including members of the Executive Board), with a strike price of €56.76 and an expiry date of January 31, 2027. Following the choice by each beneficiary of whether to receive one performance share for three options granted, 107,760 share purchase options were effectively granted with a strike price of €54.06, adjusted for share capital transactions after the grant date. Options were granted to 13 employees of the Company, consisting of managerial staff of the Company, including three members of the Executive Board.

2007 Plan 2008/1 Plan 2008/2 Plan 2009 Plan 05/03/2007 05/03/2007 05/03/2007 05/03/2007 06/04/2007 02/05/2008 05/20/2008 06/02/2009 Purchase Purchase Purchase Purchase

Date of Shareholders’ Meeting Date of Executive Board meeting

Type of options

Total number of shares available for subscription or purchase (1) Number of shares subscribed or purchased as of December 31, 2017 Share subscription or purchase options canceled during the fiscal year Share subscription or purchase options as of December 31, 2017

292,793

80,665 (80,665)

388,642 (115,648)

90,115

(45,923)

(292,793)

-

- 1

272,994

44,192

Number of persons concerned

23

25

25

Total number of shares that can be purchased by Executive Board members (in its composition as of December 31, 2017) (2) (4)

205,653

244,037

Number of executives concerned

4

1

5

6

Total number of shares that can be subscribed or purchased by the first ten employee beneficiaries

- -

93,723

74,479

Number of employees concerned Date of creation of options Beginning of exercise period

9

10

11

06/04/2007 02/05/2008 05/20/2008 06/02/2009

06/04/2011

02/05/2012 05/20/2012

(5)

Expiry date

06/04/2017 02/05/2018 05/20/2018 06/01/2019

Discount

-

-

-

-

Strike price (adjusted)

68.48

46.38

52.48 0.38%

21.27

0.06%

As a % of share capital as of December 31, 2017 (3)

Balance as of 12/31/2016 (2016 Registration Document) adjusted for the grant of one bonus share for 20 shares held decided by the Executive (1) Board on May 18, 2017. Options may be exercised for one share each. (2) Based on 72,315,130 shares outstanding as of December 31, 2017. (3) Excluding options granted to members of the Executive Board in their capacity as employees (Philippe Audouin). Number of shares initially (4) granted adjusted for share capital transactions since the grant date. Options may be exercised by beneficiaries immediately after vesting. Options vest progressively in three equal tranches: one-third in 2011, (5) one-third in 2012 and one-third in 2013. Options may be exercised by beneficiaries immediately after vesting. Options vest progressively in three equal tranches: one-third in 2012, (6) one-third in 2013 and one-third in 2014. Options may be exercised by beneficiaries immediately after vesting. Options vest progressively in three equal tranches: one-third in 2013, (7) one-third in 2014 and one-third in 2015. Options may be exercised by beneficiaries immediately after vesting. Options vest progressively in three equal tranches: one-third in 2014, (8) one-third in 2015 and one-third in 2016. Options may be exercised from May 7, 2017. They vest progressively, the first half in 2015, the third quarter in 2016 and the fourth quarter in 2017, (9) subject to performance conditions. Options may be exercised from June 17, 2018. They vest progressively, the first half in 2016, the third quarter in 2017 and the fourth quarter in 2018, (10) subject to performance conditions. Options may be exercised from June 29, 2019. They vest progressively, the first half in 2017, the third quarter in 2018 and the fourth quarter in (11) 2019, subject to performance conditions. Options may be exercised from May 13, 2020. They vest progressively, the first half in 2018, the third quarter in 2019 and the fourth quarter in (12) 2020, subject to performance conditions. Options may be exercised from January 31, 2021. They vest progressively, the first half in 2019, the third quarter in 2020 and the fourth quarter in (13) 2021, subject to performance conditions.

350

2017 Registration document

Eurazeo