Eurazeo / 2018 Registration document

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

Nature and terms At its meetings of June 16 and July 30, 2015, 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 June 29 and July 30, 2015, 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 between 2015 and 2018 (through CarryCo Croissance 2 and CarryCo Patrimoine). Patrick Sayer sold his rights in the program on July 23, 2018. No amounts were paid to members of the Executive Board in 2018. Amendment to the investment protocol between CarryCo Capital 1 and Eurazeo dated November 14, 2014 (Supervisory Board meeting of December 8, 2016) Persons concerned Virginie Morgon (Chairwoman of the Executive Board of Eurazeo since March 19, 2018 and shareholder of CarryCo Capital 1), Patrick Sayer (CEO of Eurazeo until March 18, 2018, Chairman of CarryCo Capital 1 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 Capital 1) and Nicolas Huet (member of the Executive Board since March 19, 2018 and shareholder of CarryCo Capital 1). Nature and terms The Supervisory Board authorized an amendment to the investment protocol signed on November 14, 2014 between Eurazeo, CarryCo Capital 1 and the members of the Eurazeo teams benefiting from the co-investment mechanism. This amendment authorizes CarryCo Capital 1 to reuse a portion of invested amounts corresponding to the portion of investments carried out since December 2015 sold to Eurazeo Capital II, that is, the transactions where the sale to Eurazeo Capital II is financially neutral for Eurazeo. Agreements and commitments approved during the year We were informed of the implementation during the year of the following agreements and commitments, previously approved by the Shareholders’ Meeting of April 25, 2018, as indicated in the Statutory Auditors’ special report of March 16, 2018. i) Agreements with shareholders Agreement between Eurazeo and JCDecaux Holding SAS and its amendment (Supervisory Board meetings of June 5 and October 17, 2017) Persons concerned Jean Charles Decaux (Chairman of JCDecaux Holding SAS and member of the Supervisory Board of Eurazeo and JCDecaux Holding SAS, member of the Supervisory Board of Eurazeo, represented by Emmanuel Russel, also Deputy CEO of JCDecaux Holding SAS. Nature and terms Agreement: At its meeting of June 5, 2017, the Supervisory Board authorized the signature of an agreement between JCDecaux Holding and Eurazeo in relation to the acquisition by the Decaux family of a 15.4% stake in Eurazeo. The agreement governs share transfers as well as the management of the investment (AMF notice no. 217C1197). The main provisions of the agreement, which was entered into on June 5, 2017, govern the representation of JCDecaux Holding within the Supervisory Board, the establishment of a 23% cap on the company’s investment in Eurazeo, a 36-month lock-up period, and a right to negotiation and first refusal for Eurazeo. The agreement has a term of ten years and is automatically renewable thereafter for further terms of two years. Amendment: At its meeting of October 17, 2017, the Supervisory Board also authorized the signature of an amendment to the agreement between JCDecaux Holding SAS and Eurazeo dated June 5, 2017 in order to authorize the grant of a pledge by JCDecaux Holding SAS over all or part of its current or future holding in Eurazeo for the benefit of BNP Paribas, as part of the refinancing of the bridge loan granted by the bank to JCDecaux Holding SAS on June 15, 2017 to finance the acquisition of 11,285,465 Eurazeo shares. iii) Other agreements with executives Implementation of the CarryCo Patrimoine 2 co-investment program for a maximum amount of €600 million (Supervisory Board meeting of March 8, 2018) Persons concerned Virginie Morgon (Chairwoman of the Executive Board of Eurazeo since March 19, 2018), Philippe Audouin (Directeur Général Finances - CFO and member of the Executive Board of Eurazeo) and Nicolas Huet (as member of the Executive Board of Eurazeo since March 19, 2018 and CEO of Patrimoine 2). Nature and terms At its meeting of March 8, 2018, the Supervisory Board authorized the signature of contractual documents to be entered into with members of the Executive Board and members of the investment team, either directly or through the companies connecting them, to implement a coinvestment program concerning the investments to be made by Eurazeo between 2018 and 2022. The maximum amount of the co-investment program is €600 million for a term of four years. iii) Other agreements with executives None ii) Agreements with companies with executives in common None

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2018 Registration Document