Eurazeo / 2018 Registration document

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

Special Report on share subscription 7.1 and purchase options

(Article L. 225-184 of the French Commercial Code)

Pursuant to the provisions of Article L. 225-184 of the French Commercial Code, Eurazeo informs you that it granted share purchase 1. options in fiscal year 2018, under the conditions set out below:

2018 Plan 05/12/2016 01/31/2018

Date of authorization by Shareholders’ Meeting

Date of Executive Board meeting that decided the grant (1)

Type of options granted

Purchase

Total number of shares available for purchase

9,528

Total number of persons concerned

3

of which total number of shares that can be purchased by Executive Board members (composition as of December 31, 2018) (2) of which total number of shares that can be subscribed or purchased by the 10 employees other than corporate officers receiving the highest number of options

-

9,528

Number of executives (corporate officers) concerned

-

Beginning of exercise period

01/31/2022 01/30/2022 01/31/2028

End of lock-up period

Expiry date

Discount

0%

Strike price (in euros)

78.97

Share subscription or purchase options canceled during the fiscal year

-

TOTAL NUMBER OF OPTIONS REMAINING TO BE EXERCISED AS OF DECEMBER 31, 2018 (3)

9,528

% OF SHARE CAPITAL AS OF DECEMBER 31, 2018 0.01% The grant of options to corporate officers was submitted to the prior approval of the Supervisory Board meeting of January 30, 2018 in accordance with the (1) recommendations of the CAG Committee. These options are subject to performance conditions. (2) Options may be exercised for one share each. (3)

Share subscription or purchase options granted to corporate officers and outstanding as of December 31, 2018: 2.

Of which options granted In 2017 (1)

Total options (1)

Average strike price

In 2018 (1)

Virginie Morgon (2) Philippe Audouin (3)

278,160 98,688 62,493

€43.26 €44.20 €51.58 €52.23

- -

- - - -

Olivier Millet (4) Nicolas Huet (4)

23,980

7,084

-

Purchase options, adjusted for share capital transactions. (1) Of which 120,204 performance-based options, including 94,957 options granted in 2015, 25,747 options granted in 2016. (2) Of which 45,369 performance-based options, including 33,059 options granted in 2015, 12,310 options granted in 2016. (3) No options were granted in respect of their duties on the Executive Board. (4)

TERMS AND CONDITIONS OF THE 2018 PLAN The share purchase options (the “Options”) were granted to (i) members of the Executive Board and the Executive Committee and Investment • Officers of the Company, subject to performance conditions, and (ii) certain executives of the Company and its affiliates within the meaning of Article L. 225-180 of the French Commercial Code, half of which subject to performance conditions.

Eurazeo

362

2018 Registration Document