Eurazeo / 2018 Registration document

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

Membership in the CarryCo Croissance 2 programs put into place in 2015 and CarryCo Croissance 3 put into place in 2018 (Supervisory Board meeting of March 7, 2019) Persons concerned Virginie Morgon (Chairwoman of the Executive Board of Eurazeo since March 19, 2018), Patrick Sayer (member of the Supervisory Board of Eurazeo since April 25, 2018, CEO of Eurazeo until March 18, 2018, Chairman of CarryCo Croissance 2) and Philippe Audouin (Directeur Général Finances - CFO and member of the Executive Board of Eurazeo, CEO of CarryCo Croissance 2 and CEO of Croissance 3), Nicolas Huet (member of the Executive Board of Eurazeo since March 19, 2018 and Chairman of Croissance 3) and Olivier Millet (member of the Executive Board of Eurazeo since March 19, 2018). Nature and terms At its meeting of March 7, 2019, the Supervisory Board approved Olivier Millet’s joining, via a non-trading company of which he owns the shares, of the co-investment programs put into place between Eurazeo, members of the Executive Board and members of the investment team concerning the investments made by Eurazeo between 2015 and 2018 through CarryCo Croissance 2 and CarryCo Croissance 3. Reasons used by the Board justifying its value for the Company For several years, Eurazeo has allowed members of the Executive Board and members of the investment team, either directly or through the companies connecting them, to be associated, through investment programs, with the risks and profits resulting from the different transactions carried out by Eurazeo. The Supervisory Board has recognized the value of this program, which aligns their interests with those of the shareholders, and extended it to a new member of the Executive Board who contributes particularly to the development of these two programs. Agreements and commitments authorized and entered into during the year Pursuant to article L.225-88 of the French Commercial Code, we were informed of the following agreements and commitments entered into during the year and authorized in advance by the Supervisory Board. b) Other agreements and commitments with executives Implementation of the Croissance 3 co-investment program (Supervisory Board meeting of March 8, 2018) Persons concerned Virginie Morgon (Chairwoman of the Executive Board since March 19, 2018), Philippe Audouin (Directeur Général Finances - CFO and member of the Executive Board) and Nicolas Huet (as member of the Executive Board since March 19, 2018). Nature and terms At its meeting of March 8, 2018, the Supervisory Board approved the implementation of a 2018-2022 program for a total amount of €150 million. No amount was paid during the year ended December 31, 2018. Reasons used by the Board justifying its value for the Company For several years, Eurazeo has allowed members of the Executive Board and members of the investment team, either directly or through the companies connecting them, to be associated, through investment programs, with the risks and profits resulting from the different transactions carried out by Eurazeo. The Supervisory Board has recognized the value of this program, which aligns their interests with those of the shareholders. Variable compensation in respect of 2018 of members of the Executive Board holding an employment contract with the Company (Supervisory Board meeting of March 7, 2019) Persons concerned: Virginie Morgon (Chairwoman of the Executive Board since March 19, 2018, Philippe Audouin (Directeur Général Finances - CFO and member of the Executive Board) and Nicolas Huet. Nature and terms At its meeting of March 7, 2019, acting on the recommendation of the Compensation and Appointment Committee, the Supervisory Board set the variable compensation amount for each member of the Executive Board in respect of 2018 in accordance with the principles and criteria determined by the Board of Directors at its meeting of March 8, 2018 and approved by the Shareholders’ Meeting of April 25, 2018 (18 th resolution). The variable compensation of the members of the Executive Board holding an employment contract in respect of 2018 amounted to: Virginie Morgon: Gross variable compensation of €255,236 for the period from January 1 to March 18, 2018, date on which her contract was suspended. Philippe Audouin: Gross variable compensation of €572,906. Nicolas Huet: Gross variable compensation of €526,658. Payment of variable compensation will take place after the Annual Shareholders’ Meeting of April 25, 2019 called to approve the above-determined amounts in accordance with the law of December 9, 2016. Reasons used by the Board justifying its value for the Company The variable compensation of the members of the Executive Board holding an employment contract is determined according to the principles and criteria pre-established each year by the Supervisory Board and rewards the year’s performance on the basis of objective economic criteria and qualitative criteria which are presented in section 3.2 of the Registration Document. a) Agreements with shareholders None

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2018 Registration Document