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

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Performance Shares granted by Eurazeo during fiscal year 2018 under the share purchase option plans

Exercise of shareholders’ rights Beneficiaries will enjoy the status of shareholder from the vesting of the Performance Shares and can exercise all related rights. In particular, they will enjoy the right to shareholder information and dividend rights. The rules governing the Performance Share grant plans stipulate, in particular: the number of Performance Shares granted will be adjusted to • protect the rights of beneficiaries in the event of transactions in the Company’s share capital, such as those described in Article L. 225-181, paragraph 2 of the French Commercial Code applicable to share purchase options. The adjusted number of shares will be rounded up or down to the nearest whole number; from the end of the vesting period and pursuant to • Article L. 225-197-1, I paragraph 3 of the French Commercial Code, the shares may not be sold (i) during the 10 trading days preceding and the 3 trading days following the publication of the consolidated, or failing this, the Company annual financial statements, and (ii) during the period between the date at which the Company’s governing bodies have knowledge of information which if made public could have a material impact on the price of the Company’s shares and 10 trading days after this information is made public; from the end of the vesting period and pursuant to the securities • trading code of conduct, the shares may not be sold (i) during the 30 trading days preceding the publication of the annual or half-year financial statements and (ii) during the 15 trading days preceding the publication of quarterly information. Obligation to hold securities Pursuant to the provisions of the fourth paragraph of Article L. 225-197-1 II 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 the Performance Shares, 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 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 at the end of • each vesting period for the Performance 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 granted and not yet exercised, irrespective of the option plan, until the end of the term of office of the corporate officer.

The Eurazeo Executive Board decided, at its meeting on January 31, 2018, to grant a maximum of 638,391 share purchase options and/or, at the choice of individual beneficiaries, a maximum of 212,780 Performance Shares, as follows: to members of the Executive Board and Executive Committee and • Investment Officers, with the full grant subject to performance conditions, a maximum of 509,690 share purchase options and/or, at the choice of individual beneficiaries, a maximum of 169,890 Performance Shares; and to employees of the Company and its affiliates who are not • members of the Executive Board or Executive Committee or Investment Officers, with half of the grant subject to performance conditions, a maximum of 128,701 share purchase options and/or, at the choice of individual beneficiaries, a maximum of 42,890 Performance Shares. Following the choice of individual beneficiaries in fiscal year 2018 to receive, based on the above exchange ratios, Performance Shares in exchange for share purchase options, 209,756 Performance Shares were granted to members of the Executive Board and Executive Committee, Investment Officers and employees of the Company and its affiliates (including 161,864 Performance Shares granted to 37 employees and/or corporate officers of the Company and 47,892 Performance Shares granted to 17 employees of affiliates).

Eurazeo

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2018 Registration Document