Eurazeo / 2018 Registration document

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

Option vesting conditions The Options will vest by tranches, at the end of three successive • vesting periods, subject to the continued employment of the beneficiary by the Company at the end of the relevant vesting period: the first tranche (one-half) of the Options will vest after two • years, i.e. on January 31, 2020; the second tranche (third quarter) of the Options will vest after • three years, i.e. on January 31, 2021; the third tranche (final quarter) of the Options will vest after four • years, i.e. on January 31, 2022. In addition, if the beneficiary of the Options has not been employed by the Company for at least four years at the end of one 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% Eurazeo’s stock market performance will be determined over a four-year period (starting on January 31, 2018 and expiring on January 30, 2022 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 four-year period by comparing the NAV per share in absolute terms as of December 31, 2017 and the NAV per share in absolute terms as of December 31, 2021, increased for dividends paid over the same period. If the Performance Conditions are not attained or only partially attained, all or a portion of the Options will automatically expire. For other beneficiaries of the Options (employees who are not members of the Executive Board or the Executive Committee or Investment Officers), the exercise of half of the Options is subject to the attainment of the same Performance Conditions. Options vested in favor of a beneficiary in accordance with the rules set out above are referred to hereafter as “Vested Options.” Options that, at a given date, have not vested in favor of a beneficiary in accordance with the rules set out above are referred to hereinafter as “Unvested Options”. Option exercise conditions The Vested Options may only be exercised from January 31, 2022, • subject to the attainment of the Performance Conditions in accordance with the aforementioned terms and conditions, except in the event of redundancy, forced retirement, invalidity classified in social security categories 2 or 3 or death, in accordance with the provisions of Article 91 ter of Appendix II of the French General Tax Code or in the event of the occurrence of one of the Events allowing the Early Exercise of Options detailed below. Options must be exercised within ten years, i.e. before January 30, • 2028 inclusive, at which date any Options that have not been exercised will automatically expire.

of the above-mentioned vesting periods, the Options corresponding to such period will vest in favor of the beneficiary only when the beneficiary has been employed by the Company for four years. The exercise of all the Options granted to members of the • Executive Board and the Executive Committee and Investment Officers is subject to the attainment of performance conditions assessed at the end of the last vesting period, i.e. on January 31, 2022. These performance conditions which concern (i) the comparative stock market performance of the Company’s share, after the add-back of dividends, against the CAC 40 index and (ii) Eurazeo’s NAV performance (the “Performance Conditions”), will determine the percentage of options available for exercise as set out below:

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

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

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

0%

50%

75%

50%

75%

100%

75%

100%

100%

Obligation to hold securities Pursuant to the provisions of the fourth paragraph of Article L. 225-185 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 (i) shares resulting from the exercise of Options, and (ii) shares granted for no consideration following the conversion of share purchase options under the 2010, 2011, 2012, 2013, 2015, 2016, 2017 and 2018 plans and, when applicable (iii) ordinary shares resulting from the conversion of preference shares following the conversion of share purchase options under the 2014 and 2015 plans, until the Eurazeo shares owned and held by the Executive Board member in any respect, represent an amount equal to: for the Chairwoman of the Executive Board, three times the • amount of her last fixed annual compensation; for the 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 (i on each exercise of the options, (ii) at the end of the vesting period for free shares (or each holding period for previous plans) and (iii) on the conversion of preference 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, irrespective of the option plan, until the end of the term of office of the corporate officer. It supersedes, when applicable, any holding obligations contained in previous plans.

Loss of Unvested Options in the event of departure

Should a beneficiary leave the Company, any Unvested Options held by the beneficiary at the date of departure (as the beneficiary has not been employed by the Company for four years and/or the departure date is before the end of one or several of the aforementioned vesting periods) will automatically expire, except in the following situations: retirement at the initiative of the beneficiary or the Company; • retirement does not lead to the early vesting of Options which continue to vest at the end of three successive vesting periods;

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2018 Registration Document