EURAZEO_REGISTRATION_DOCUMENT_2017

SHAREHOLDERS’ MEETINGS Special Report on the grant of free shares prepared in accordance with Article L. 225-197-4 of the French Commercial Code

≤ 80% (NAV/share) of the reference amount

80% < x < 100% (NAV/share) of the reference amount

≥ 100% (NAV/share) of the reference amount

Change in the Eurazeo share price (base 100)/ Change in the CAC 40 index (base 100) ≤ 80% 80% < Change in the Eurazeo share price (base 100)/ Change in the CAC 40 index (base 100) ≤ 100% Change in the Eurazeo share price (base 100)/ Change in the CAC 40 index (base 100) > 100%

0%

50%

75%

50%

75%

100%

75%

100%

100%

in the event of the beneficiary’s death during the vesting period, • his/her heirs may request the vesting of the Performance Shares within a 6-month period from the date of death, in accordance with the provisions of Article L. 225-197-3 paragraph 2 of the French Commercial Code. Performance shares vested in favor of a beneficiary in accordance with the rules set out above are referred to hereafter as “Vested Shares”. Performance Shares not vested at a given date in accordance with the rules set out above, are referred to hereinafter as “Unvested Shares”. beneficiaries must remain employees or corporate officers of the • Company or affiliates within the meaning of Article L. 225-197-2 of the French Commercial Code during the entire vesting period. Loss of Unvested Shares in the event of departure A beneficiary who ceases to be an employee or corporate officer of the Company or an affiliate within the meaning of Article L. 225-197-2 of the French Commercial Code before the end of the Performance Share vesting period will not receive these shares. The Unvested Shares held by the beneficiary at the date of his/her departure (in the event of departure before the end of the vesting period) will automatically expire, except in the following situations: the beneficiary is called on to exercise functions in another Group • company (the presence conditions at the end of the vesting period will therefore be assessed with respect to this other company); retirement at the initiative of the beneficiary or the Company; • retirement does not lead to the early vesting of the Performance Shares which continue to vest at the end of the vesting period; 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 Shares 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 the Performance Shares which continue to vest at the end of the vesting period. In the above cases, the vesting of the Performance Shares remains subject to the attainment of the Performance Conditions as defined previously. Exercise of shareholders’ rights Beneficiaries will enjoy the status of shareholder from the vesting of the Performance Shares and can exercise all related rights. In particular, they will enjoy the right to shareholder information and dividend rights. The rules governing the Performance Share grant plans stipulate, in particular: the number of Performance Shares granted will be adjusted to • protect the rights of beneficiaries in the event of transactions in the Company’s share capital, such as those described in Article L. 225-181, paragraph 2 of the French Commercial Code applicable to share purchase options. The adjusted number of shares will be rounded up or down to the nearest whole number;

Eurazeo’s stock market performance will be determined over a three-year period (starting on January 31, 2017 and expiring on January 30, 2020 inclusive) by combining the change in value of the Eurazeo share and the reinvestment of ordinary dividends paid over the same period. Eurazeo’s stock market performance will be compared with the stock market performance, over the same period, of the CAC 40 index. Eurazeo’s NAV performance will be determined over a three-year period by comparing the NAV per share in absolute terms as of December 31, 2016 and the NAV per share in absolute terms as of December 31, 2019, increased for dividends paid over the same period. For other beneficiaries of the Performance Shares (employees who are not members of the Executive Board or Executive Committee or Investment Officers), the exercise of half of the Free Shares is subject to the attainment of the same Performance Conditions. Should one of the following events arise before January 31, 2020: the filing of a takeover bid targeting the Company’s shares (i) deemed compliant by the French Financial Markets Authority (AMF), the takeover of the Company involving: (i) a change in control (ii) 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 (iii) Supervisory Board by the Shareholders’ Meeting, the vesting of the Preference Shares will remain, where applicable, subject to the attainment of the Performance Conditions in accordance with the following conditions, at the initiative of the beneficiary: by applying the Performance Conditions over a period • commencing from the Performance Share grant date (i.e. January 31, 2017) and expiring on the date of the event, and this within two months of the event at the latest; or by applying the Performance Conditions over a three-year period • commencing January 31, 2017 and expiring January 30, 2020, inclusive. Irrespective of the beneficiary’s choice regarding the performance conditions application period, the Performance Shares will only vest after a three-year vesting period, i.e. January 31, 2020. Early vesting of Performance Shares The rules governing the Performance Share grant plan stipulate, in particular: in the event of disability of the beneficiary during the vesting • period falling into the second or third category provided for in Article L. 341-4 of the French Social Security Code, all Performance Shares will vest early, pursuant to Article L. 225-197-1 of the French Commercial Code;

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2017 Registration document