Eurazeo / 2018 Registration document

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

Share purchase options granted during fiscal year 2018 to all employee beneficiaries 5. In fiscal year 2018, the Executive Board meeting of January 31, 2018 decided to grant a maximum of 638,391 share purchase options to all employee beneficiaries of the Company (including members of the Executive Board), with a strike price of €82.92 and an expiry date of January 31, 2028. Following the choice by each beneficiary of whether to receive one performance share for three options granted, 9,528 share purchase options were effectively granted with a strike price of €78.97, adjusted for share capital transactions after the grant date. Options were granted to three managerial staff of the Company and no members of the Executive Board. 2008/1 Plan 2008/2 Plan 2009 Plan Date of Shareholders’ Meeting 05/03/2007 05/03/2007 05/03/2007 Date of Executive Board meeting 02/05/2008 05/20/2008 06/02/2009 Type of options Purchase Purchase Purchase Total number of shares available for subscription or purchase (1) 84,698 286,643 46,401 Number of shares subscribed or purchased as of December 31, 2018 (84,698) (286,643) (41,714) Share subscription or purchase options canceled during the fiscal year - - - Share subscription or purchase options as of December 31, 2018 - - 4,687 Number of persons concerned 1 25 25 Total number of shares that can be purchased by Executive Board members (in its composition as of December 31, 2018) (2) (4) - - 91,844 Number of executives concerned 1 5 6 Total number of shares that can be subscribed or purchased by the first ten employee beneficiaries - - 78,203 Number of employees concerned - 10 11 Date of creation of options 02/05/2008 05/20/2008 06/02/2009 Beginning of exercise period 02/05/2012 05/20/2012 (5) Expiry date 02/05/2018 05/20/2018 06/01/2019 Discount - - - Strike price (adjusted) 46.38 49.98 20.26 As a % of share capital as of December 31, 2018 (3) 0.01% Balance as of 12/31/2017 (2017 Registration Document) adjusted for the grant of one bonus share for 20 shares held decided on May 4, 2018. (1) Options may be exercised for one share each. (2) Based on 76,542,849 shares outstanding as of December 31, 2018. (3) Excluding options granted to members of the Executive Board in their capacity as employees (Nicolas Huet, Olivier Millet). Number of shares initially (4) granted adjusted for share capital transactions since the grant date. Options can be exercised by beneficiaries immediately after vesting. Options vested progressively in three equal tranches: one-third in 2011, one-third in (5) 2012 and one-third in 2013. Options can be exercised by beneficiaries immediately after vesting. Options vested progressively in three equal tranches: one-third in 2012, one-third in (6) 2013 and one-third in 2014. Options can be exercised by beneficiaries immediately after vesting. Options vested progressively in three equal tranches: one-third in 2013, one-third in (7) 2014 and one-third in 2015. Options can be exercised by beneficiaries immediately after vesting. Options vested progressively in three equal tranches: one-third in 2014, one-third in (8) 2015 and one-third in 2016. Options can be exercised from May 7, 2017. They vested progressively, the first half in 2015, the third quarter in 2016 and the fourth quarter in 2017, (9) subject to performance conditions Options can be exercised from June 17, 2018. They vested progressively, the first half in 2016, the third quarter in 2017 and the fourth quarter in 2018, (10) subject to performance conditions Options may be exercised from June 29, 2019. They vest progressively, the first half in 2017, the third quarter in 2018 and the fourth quarter in 2019, (11) subject to performance conditions. Options may be exercised from May 13, 2020. They vest progressively, the first half in 2018, the third quarter in 2019 and the fourth quarter in 2020, (12) subject to performance conditions. Options may be exercised from January 31, 2021. They vest progressively, the first half in 2019, the third quarter in 2020 and the fourth quarter in 2021, (13) subject to performance conditions. Options may be exercised from January 31, 2022. They vest progressively, the first half in 2020, the third quarter in 2021 and the fourth quarter in 2022, (14) subject to performance conditions.

Eurazeo

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2018 Registration Document