EURAZEO_REGISTRATION_DOCUMENT_2017

SHAREHOLDERS’ MEETINGS Statutory Auditors’ Special Report on regulated agreements and commitments

if the Company’s share performance compared to that of the LPX index is equal to or less than 80%, Virginie Morgon will receive → two-thirds of her termination benefits; between these two limits, the termination benefits will be calculated on a proportional basis. → Virginie Morgon will not be entitled to termination benefits in the event of misconduct. Similarly, these termination benefits will not be paid if • she leaves Eurazeo on her own initiative to take up new duties or if she changes position within the Group or if she is eligible for a pension less than one month following the date of her departure. She will receive half of her termination benefits if she is eligible for a pension one to six months following the date of her departure. In any event, whatever the departure date, the termination benefits received may not exceed the compensation that she would have received for the remaining months to retirement. Philippe Audouin, CFO and member of the Executive Board 3. A supplementary defined-benefit pension plan which, if he reaches the end of his career while with Eurazeo within the meaning of the pension • plan, will entitle him to supplementary pension rights calculated based on the average compensation for the last 36 months (bonus included, limited to twice the fixed compensation of the beneficiary) and his length of service with Eurazeo, the pension being equal to 2.5% of the benchmark compensation per year of service, limited to 24 years. A Company collective, defined-contribution pension plan. • In the event of resignation before March 19, 2018, Philippe Audouin will be bound by a non-compete obligation for a period of six months. In • this respect, he will receive a gross, monthly, compensatory allowance corresponding to 33% of the average monthly compensation paid during the last 12 months preceding the termination of the employment contract. If a termination benefit is paid with respect to this departure (as set out below), the combined total of the non-compete allowance and the termination benefit must not exceed the combined total of the fixed and variable compensation paid during the two years preceding departure. The Company reserves the right to choose not to implement this non-compete agreement. • In the event of resignation before March 19, 2018, Philippe Audouin will also be bound by a non-solicitation obligation for a period of one year • as from the termination of his employment contract. In the event of dismissal before the expiry of his term of office, except for gross or willful misconduct: • Philippe Audouin will be entitled to the payment by Eurazeo of termination benefits equal to 18 months compensation calculated based on a) the total compensation (fixed and variable) paid over the last 12 months. Termination benefits will include the compensation due under the collective agreement in the event of termination of the employment contract. Termination benefits will only be paid if Eurazeo’s share price compared to the LPX index changes between the date of Philippe Audouin’s last appointment and the date of the end of his term of office, as follows: if the Company’s share performance compared to that of the LPX index is equal to 100% or more, Philippe Audouin will receive 100% of his termination benefits; if the Company’s share performance compared to that of the LPX index is equal to or less than 80%, Philippe Audouin will receive → two-thirds of his termination benefits; between these two limits, the termination benefits will be calculated on a proportional basis. → Philippe Audouin will not be entitled to termination benefits in the event of misconduct. Similarly, these termination benefits will not be b) paid if he leaves Eurazeo on his own initiative to take up new duties or if he changes position within the Group or if he is eligible for a pension less than one month following the date of his departure. He will receive half of his termination benefits if he is eligible for a pension one to six months following the date of his departure. In any event, whatever the departure date, the termination benefits received may not exceed the compensation that he would have received for the remaining months to retirement. Agreements with companies with executives in common ii) Amendment to the investment protocol between CarryCo Capital 1 and Eurazeo dated November 14, 2014 (Supervisory Board meeting of December 8, 2016) Persons concerned: Patrick Sayer (Chairman of the Eurazeo Executive Board until March 18, 2018 and Chairman of CarryCo Capital 1), Virginie Morgon (Deputy Chief Executive Officer and member of the Eurazeo Executive Board and Chairwoman of Executive Board from March 19, 2018 and shareholder of CarryCo Capital 1) and Philippe Audouin (CFO and member of the Eurazeo Executive Board and shareholder of CarryCo Capital 1). Nature and terms: The Supervisory Board authorized an amendment to the investment protocol signed on November 14, 2014 between Eurazeo, CarryCo Capital 1 and the members of the Eurazeo teams benefiting from the co-investment mechanism. This amendment authorizes CarryCo Capital 1 to reuse a portion of invested amounts corresponding to the portion of investments performed since December 2015 sold to Eurazeo Capital II, that is, the transactions where the sale to Eurazeo Capital II is financially neutral for Eurazeo. Approval of the sale to ANF Immobilier of ANF Immobilier Hotels shares held (Supervisory Board meeting of December 8, 2016) Persons concerned: Patrick Sayer (Chairman of the Eurazeo Executive Board until March 18, 2018 and member of the Supervisory Board of ANF Immobilier) and Philippe Audouin (CFO and member of the Eurazeo Executive Board and member of the Supervisory Board of ANF Immobilier). Agreements and commitments approved during the year ended December 31, 2017 Agreements with shareholders i) None.

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2017 Registration document