EURAZEO_REGISTRATION_DOCUMENT_2017

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

Nature and terms: At its meeting of December 8, 2016, the Supervisory Board authorized the Company to sell 26 of the 34 ANF Immobilier Hotels shares held to ANF Immobilier. The remaining 8 ANF Immobilier Hotels shares held by Eurazeo were sold to CEPAC Foncière. A purchase agreement covering the shares and current account receivables was signed on December 9, 2016, on the condition precedent of the prior authorization of the transaction by the lending banks. A reiterative agreement was signed on January 5, 2017, noting the transfer of ownership and enjoyment of the shares and receivables with effect from January 1, 2017 and payment of the consideration. The current accounts were transferred at their nominal amount and the shares were sold at the value recorded in the NAV as of June 30, 2016, for a total amount of two million, six hundred and thirty-nine thousand, three hundred and forty-five (2,639,345) euros. iii) Amendment to the employment contract of a member of the Executive Board (Supervisory Board meeting of July 27, 2016) Person concerned: Virginie Morgon, Deputy Chief Executive Officer and member of the Eurazeo Executive Board and Chairwoman of the Executive Board from March 19, 2018 Nature and terms: At its meeting of July 27, 2016, the Supervisory Board authorized the signature of an amendment to Virginie Morgon’s employment contract dated December 13, 2007, in order to adapt is application during her secondment to Eurazeo North America. The amendment dated August 23, 2016, provides for a two-year partial and temporary secondment commencing September 1, 2016. Under the terms of this agreement, compensation payable to Virginie Morgon in respect of activities in the United States as President of Eurazeo North America will be supplemented by a relocation allowance up to a total annual cap of €1 million, borne by Eurazeo North America, or standard coverage of 67.5% of additional costs incurred by her as a result of her relocation to the United States. As of December 31, 2017, this allowance totaled US$851,664.00 gross, i.e. €754,475. Other agreements with management Share transfers to members of the Executive Board (Supervisory Board meeting of September 21, 2016) Persons concerned: Patrick Sayer (Chairman of the Executive Board until March 18, 2018), Virginie Morgon (Deputy Chief Executive Officer and member of the Eurazeo Executive Board and Chairwoman of the Executive Board from March 19, 2018) and Philippe Audouin (CFO and member of the Eurazeo Executive Board) Nature and terms: Pursuant to the creation of the Eurazeo Capital II fund open to third-party investors, to invest alongside Eurazeo in the 2014-2017 portfolio of investments already performed or to be performed by Eurazeo Capital, Eurazeo Capital II General Partner, wholly-owned by Eurazeo, subscribed on the creation of the fund, for technical reasons, for a certain number of Eurazeo Capital II A and C shares, with the aim of rapidly selling them on to the Eurazeo teams, including corporate officers. The transfer of the Eurazeo Capital II General Partner A and C shares gave rise to the payment of €112,186 by Augusta SAS (company owned by Patrick Sayer) on February 14, 2017, €89,839 by Virginie Morgon on January 31, 2017 and €39,276 by Philippe Audouin on January 30, 2017. Fixed compensation of a member of the Executive Board holding an employment contract with the Company (Supervisory Board meeting of December 8, 2016) Person concerned: Virginie Morgon, Deputy Chief Executive Officer and member of the Executive Board; Nature and terms: At its meeting of December 8, 2016, the Supervisory Board authorized an increase in the fixed compensation of Virginie Morgon, Deputy Chief Executive Officer, who holds an employment contract with the Company, from January 1, 2017. Virginie Morgon’s gross annual fixed compensation for 2017 is therefore €800,000. Patrick Sayer (Chairman of the Executive Board until March 18, 2018), Virginie Morgon (Deputy Chief Executive Officer and member of the Eurazeo Executive Board and Chairwoman of the Executive Board from March 19, 2018) and Philippe Audouin (CFO and member of the Eurazeo Executive Board) Nature and terms: Eurazeo proposed to Investco 5 Bingen shareholders still present in the group to buy back all their shares at a price based on the discounted NAV as of December 12, 2016. This buyback offer was open from December 14, 2016 to January 13, 2017. Transactions performed in this context in 2017 led to the payment of €5,818,601.17 to Philippe Audouin on January 10, 2017. In addition, pursuant to the planned unwinding of the investment contract, an interim dividend and a share capital reduction were decided by the Investco 5 Shareholders’ Meeting. These operations were performed on February 16, 2017 in favor of Investco 5 shareholders who had not sold all their shares; €3,039,893 was paid in this respect to Patrick Sayer. Set-up of a co-investment mechanism covering 2009-2011 investments (Supervisory Board meetings of December 8, 2016, December 9, 2008 and June 25, 2009) Persons concerned:

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2017 Registration document

Eurazeo