Eurazeo / 2018 Registration document

SHAREHOLDERS’ MEETING Special Report on the grant of free shares prepared in accordance with Article L. 225-197-4 of the French Commercial Code

Special Report on the grant of free shares prepared 7.2 in accordance with Article L. 225-197-4 of the French Commercial Code

DESCRIPTION OF THE 2018 EMPLOYEE FREE SHARE PLAN Legal framework A. The Shareholders’ Meeting of May 12, 2016 (23 rd resolution) authorized the Executive Board to grant free shares representing up to 1% of the share capital to employees and corporate officers of Eurazeo and/or its affiliates, in accordance with the provisions of Articles L. 225-197-1 to L. 225-197-3 of the French Commercial Code. This authorization was given for a 38-month period. Pursuant to this authorization, the Eurazeo Executive Board, implementing the delegation of power granted by the Shareholders’ Meeting of May 12, 2016, adopted on January 31, 2018, a free share plan for employees of Eurazeo and Eurazeo PME, and employees of Eurazeo Services Lux not holding an employment contract with another Group company (the “Free Share Plan”). The terms and conditions of this Free Share Plan are presented below. B. The rules governing the Free Share Plan provide notably for a three-year vesting period, with the shares vesting at the end of this period only if the beneficiary is still employed by the Company or a Eurazeo group company, except in the event of death, retirement or full or partial disability or with the formal agreement of the Executive Board. The Free Share Plans rules also stipulate that the number of shares granted shall be adjusted in the event of transactions in the Company’s share capital in order to protect the rights of beneficiaries. during fiscal year 2018 Pursuant to the Free Share Plan adopted on January 31, 2018, Eurazeo’s Executive Board decided to grant 8,778 free shares to all employees of the Company and Eurazeo group companies, with a value of €83.50 each (share price as of January 30, 2018), split as follows: 7,203 shares representing 0.009% of the Company’s share capital • as of December 31, 2018 were granted to 44 managerial staff and technician beneficiaries who do not receive stock options. Of these shares, 2,775 went to the ten employees receiving the highest number of free shares; 1,575 shares representing 0.002% of the Company’s share capital • as of December 31, 2018 were granted to 45 managerial staff beneficiaries who receive stock options. No free shares granted by the Executive Board vested in 2018. 7.2.1 Details of the free share plan Free shares granted by Eurazeo C.

FREE PERFORMANCE SHARE PLAN GRANTED UNDER THE 2018 SHARE PURCHASE OPTIONS PLANS Legal framework A. Pursuant to (i) the vote by the Shareholders' Meeting of May 12, 2016 adopting the 22 nd resolution authorizing the Executive Board to grant share purchase options, (ii) the vote by the Shareholders' Meeting of May 12, 2016 adopting the 23 rd resolution authorizing the Executive Board to grant free shares to members of the Company's Executive Board and Executive Committee and (iii) the authorization granted by the CAG Committee meeting of January 30, 2018, and acting on behalf of the Supervisory Board, the Eurazeo Executive Board decided, at its meeting of January 31, 2018, to grant to members of the Company's Executive Board and Executive Committee and certain executives of the Company a maximum of 638,391 share purchase options, each beneficiary having the choice of receiving for three share purchase options granted, one performance share issued for no consideration in accordance with the conditions set out in Articles L. 225-197-1 to L. 225-197-6 of the French Commercial Code (the “Performance Shares”). B. The rules governing the Free Share plans stipulate, in particular: the grant of existing Performance Shares purchased under the • Company’s share buyback program; observation of a three-year vesting period. • Vesting subject to Performance Conditions In the case of Performance Shares granted to members of the Company’s Executive Board and Executive Committee and Investment Officers of the Company and/or its affiliates, the vesting of all Free Shares is subject to the attainment of performance conditions assessed at the end of the vesting period, i.e. on January 31, 2021. 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: 7.2.2 Details of the Free Share Plans

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Eurazeo

2018 Registration Document