Eurazeo / 2018 Registration document

SHAREHOLDERS’ MEETING Statutory Auditors’ special report on related-party agreements and commitments

Statutory Auditors’ special report on related-party 7.6 agreements and commitments

(Shareholders’ Meeting for the approval of the financial statements for the year ended December 31, 2018)

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Shareholders, In our capacity as Statutory Auditors of Eurazeo SA, we hereby report to you on related-party agreements and commitments. It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of, and the reasons provided for, the agreements and commitments that have been disclosed to us or that we may have identified as part of our engagement, without commenting on their relevance or substance or identifying any undisclosed agreements or commitments. Under the provisions of article R.225-58 of the French Commercial Code (Code de commerce), it is the responsibility of the shareholders to determine whether the agreements and commitments are appropriate and should be approved. Where applicable, it is also our responsibility to provide shareholders with the information required by article R.225-58 of the French Commercial Code in relation to the implementation during the year of agreements and commitments already approved by the Shareholders’ Meeting. We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These standards consisted in verifying that the information provided to us is consistent with the underlying documents. AGREEMENTS AND COMMITMENTS SUBMITTED FOR THE APPROVAL OF THE SHAREHOLDERS’ MEETING Agreements and commitments authorized and entered into since the year-end We have been informed of the following agreements and commitments, authorized and entered into after year-end 2018, which were previously authorized by the Supervisory Board. b) Other agreements and commitments with executives Amendment of the commitments made to the benefit of members of the Executive Board relating to the non-compete allowance (Supervisory Board meeting of March 7, 2019) Persons concerned Virginie Morgon (Deputy Chairwoman of the Executive Board and member of the Executive Board, Chairwoman of the Executive Board as from March 19, 2018), Philippe Audouin (Directeur Général Finances - CFO and member of the Executive Board), Nicolas Huet and Olivier Millet (members of the Executive Board as from March 19, 2018). Nature and terms At its meeting of March 8, 2018, the Supervisory Board, as part of the reorganization of the Executive Board, defined all the compensation components for each member of the Executive Board as part of this new four-year term; they include, in particular, commitments in respect of compensation, indemnities and benefits due or likely to be due as a result of resignation or change in duties or subsequent thereto. With regard to the non-compete obligation, it should be noted that in the event of resignation before March 19, 2022, the members of the Executive Board are subject to a non-compete obligation for a period of twelve months and will receive, in this regard, a gross monthly compensatory allowance corresponding to 50% of their average monthly compensation paid over the last twelve months prior to the termination of the employment contract. Pursuant to article 23.4 of the AFEP-MEDEF code, the Supervisory Board meeting of March 7, 2019 authorized the amendment of the non-compete commitments made by the Company to the benefit of the members of the Executive Board in order to comply with the AFEP-MEDEF code as revised in June 2018. Consequently, payment of the non-compete allowance is now excluded in the event that the executive leaves the Group to exercise his or her rights to retirement or if the executive is older than 65. Reasons used by the Board justifying its value for the Company The non-compete commitments made by the Company to the benefit of the members of the Executive Board is being amended in order to comply with the AFEP-MEDEF Code as revised in June 2018. a) Agreements with shareholders None

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2018 Registration Document