Eurazeo / 2018 Registration document

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

AGREEMENTS AND COMMITMENTS PREVIOUSLY APPROVED BY THE SHAREHOLDERS’ MEETING Agreements and commitments approved in prior years a) that were implemented during the year Pursuant to article R.225-57 of the French Commercial Code, we have been informed that the following agreements and commitments approved by the Shareholders’ Meeting in prior years were implemented during the year.

i) Agreements with shareholders None

ii) Agreements and commitments with companies with executives in common None

iii) Other agreements and commitments with executives Amendment to the employment contract of a member of the Executive Board (Supervisory Board meeting of July 27, 2016) Persons concerned Virginie Morgon, Deputy Chairwoman of the Executive Board and member of the Executive Board, Chairwoman of the Executive Board since March 19, 2018) Nature and terms At its meeting of July 27, 2016, the Supervisory Board authorized the signature of an amendment to Virginie Morgon’s employment contract dated December 13, 2007, in order to adapt its application during her secondment to Eurazeo North America. The amendment dated August 23, 2016 provides for a two-year partial and temporary secondment beginning September 1, 2016. Under the terms of this agreement, compensation payable to Virginie Morgon in respect of her activities in the United States as President of Eurazeo North America will be supplemented by a relocation allowance up to a total annual cap of €1 million, borne by Eurazeo North America, or standard coverage of 67.5% of additional costs incurred by her as a result of her relocation to the United States. At March 8, 2018, the date on which Virginie Morgon’s employment contract was suspended, these compensations represented a gross amount of $222,579, i.e., €181,268 (based on the daily average €/$ exchange rate over the period from January 1 to March 8, 2018). b) that were not implemented during the year In addition, we have been informed that the following agreements and commitments that were approved by the Shareholders’ Meeting in prior years were not implemented during the year. ii) Agreements with companies with executives in common Implementation of the 2012-2013 and 2014-2018 co-investment programs (Supervisory Board meetings of December 5, 2013 and March 18, 2014) Persons concerned Virginie Morgon (Chairwoman of the Executive Board of Eurazeo since March 19, 2018 and shareholder of CarryCo Capital 1 and CarryCo Croissance), Patrick Sayer (CEO of Eurazeo until March 18, 2018, Chairman of CarryCo Capital 1 and CarryCo Croissance and member of the Supervisory Board of Eurazeo since April 25, 2018), Philippe Audouin (Directeur Général Finances - CFO and member of the Executive Board of Eurazeo and CEO of CarryCo Capital 1 and CarryCo Croissance) and Nicolas Huet (member of the Executive Board since March 19, 2018 and shareholder of CarryCo Capital 1 and CarryCo Croissance). Nature and terms At its meetings of December 5, 2013 and March 18, 2014, the Supervisory Board authorized the signature of contracts to be entered into with members of the Executive Board and members of the investment team, either directly or through the companies connecting them. Investment protocols were signed on November 28 and December 23, 2014, notably between Eurazeo, members of the Executive Board and members of the investment team in order to implement the co-investment programs concerning the investments made by Eurazeo in 2012-2013 (through CarryCo Croissance) and between 2014 and 2018 (through CarryCo Capital 1). No amounts were paid to members of the Executive Board in 2018. Implementation of the 2015-2018 co-investment programs (Supervisory Board meetings of June 16 and July 30, 2015) Persons concerned Virginie Morgon (Chairwoman of the Executive Board of Eurazeo since March 19, 2018 and shareholder of CarryCo Croissance 2 and CarryCo Patrimoine), Patrick Sayer (CEO of Eurazeo until March 18, 2018, Chairman of CarryCo Croissance 2, shareholder of CarryCo Patrimoine and member of the Supervisory Board of Eurazeo since April 25, 2018), Philippe Audouin (Directeur Général Finances - CFO and member of the Executive Board of Eurazeo and shareholder of CarryCo Croissance 2 and CarryCo Patrimoine) and Nicolas Huet (member of the Executive Board of Eurazeo since March 19, 2018 and shareholder of CarryCo Croissance 2 and CarryCo Patrimoine). i) Agreements with shareholders None

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Eurazeo

2018 Registration Document