EURAZEO_REGISTRATION_DOCUMENT_2017

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

from the end of the vesting period and pursuant to • Article L. 225-197-1, I paragraph 3 of the French Commercial Code, the shares may not be sold (i) during the 10 trading days preceding and the 3 trading days following the publication of the consolidated, or failing this, the Company annual financial statements, and (ii) during the period between the date at which the Company’s governing bodies have knowledge of information which if made public could have a material impact on the price of the Company’s shares and 10 trading days after this information is made public; from the end of the vesting period and pursuant to the securities • trading code of conduct, the shares may not be sold (i) during the 30 trading days preceding the publication of the annual or interim financial statements and (ii) during the 15 trading days preceding the publication of quarterly information. Obligation to hold securities Pursuant to the provisions of the fourth paragraph of Article L. 225-197-1 II of the French Commercial Code, each Executive Board member is required to hold in a registered account, throughout his/her term of office, either directly or indirectly through wealth management or family structures, one-third of the Performance Shares, until the Eurazeo shares owned and held by the Executive Board member in any respect, represent an amount equal to: for the Chairman of the Executive Board, three times the amount of • his last fixed annual compensation, for other members of the Executive Board, two times the amount • of their last fixed annual compensation, taking into account for this calculation the share price at the end of each vesting period for the Performance Shares. The attainment of these shareholding levels will be assessed twice annually on July 1 and December 31 of each year. This rule is applicable to the exercise of all options granted and not yet exercised, irrespective of the option plan, until the end of the term of office of the corporate officer.

options and/or, at the choice of individual beneficiaries, a maximum of 209,267 Performance Shares, as follows: to members of the Executive Board and Executive Committee and • Investment Officers, with the full grant subject to performance conditions, a maximum of 522,692 share purchase options and/or, at the choice of individual beneficiaries, a maximum of 174,226 Performance Shares; and to employees of the Company and its affiliates who are not • members of the Executive Board or Executive Committee or Investment Officers, with half of the grant subject to performance conditions, a maximum of 105,150 share purchase options and/or, at the choice of individual beneficiaries, a maximum of 35,041 Performance Shares. Following the choice of individual beneficiaries in fiscal year 2017 to receive, based on the above exchange ratios, Performance Shares in exchange for share purchase options, 175,063 Performance Shares were granted to members of the Executive Board and Executive Committee, Investment Officers and employees of the Company and its affiliates (including 161,777 Performance Shares granted to 37 employees and/or corporate officers of the Company and 13,286 Performance Shares granted to 10 employees of affiliates). On the arrival of the new Human Resources Director, the Executive Board meeting of September 4, 2017 decided to perform an additional grant, within the overall amount authorized by the Supervisory Board meeting of December 8, 2016, of 4,500 share purchase options and/or at the beneficiary’s choice, a maximum of 1,500 Performance Shares. At the new Human Resources Director’s choice, 1,500 Performance Shares were granted. VESTING OF FREE PREFERENCE 7.2.3 SHARES GRANTED UNDER THE 2015 SHARE PURCHASE OPTION PLAN 16,243 free preference shares granted by the Executive Board on June 29, 2015 (following the decision by beneficiaries to convert all or part of their options into preference shares) vested in 2017 to 22 beneficiaries. With respect to the 2015 Plan, over the period June 29, 2015 to June 28, 2017 Eurazeo’s stock market performance represented 118.63% of the performance of the benchmark index and NAV increased by nearly 8%, such that 100% of preference shares initially granted vested to beneficiaries. These preference shares must be held until June 29, 2019.

C.

Performance Shares granted by Eurazeo during fiscal year 2017 under the share purchase option plans

The Eurazeo Executive Board decided, at its meeting on January 31, 2017, to grant a maximum of 627,842 share purchase

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2017 Registration document

Eurazeo