Eurazeo / 2018 Registration document

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

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), Nicolas Huet and Olivier Millet (members of the Executive Board since 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 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 a departure or a change in duties or subsequent thereto. 1. VIRGINIE MORGON, CHAIRWOMAN OF THE EXECUTIVE BOARD SINCE MARCH 19, 2018 A supplementary defined-benefit pension plan which, if she reaches the end of her career while with Eurazeo, within the meaning of the A- pension plan, will entitle her to supplementary pension rights calculated on the basis of her average compensation for the last 36 months (bonus included, limited to twice the beneficiary’s fixed compensation) and her length of service with the Company, said pension being equal to 2.5% of the benchmark compensation per year of service. The plan makes the increase in contingent rights subject to the following performance condition which was set at the Supervisory Board meeting of March 8, 2018: If the annual increase in Eurazeo’s NAV per share (after adding back dividends) for the year is less than 2%, no additional right will be • acquired. A 2% to 10% increase in Eurazeo’s NAV per share (after adding back dividends) will increase the pension on a straight line basis from 0% to 2.5%. If the increase in Eurazeo’s NAV per share (after adding back dividends) is greater than 10%, the increase in the pension will be 2.5%. The performance condition will not affect Virginie Morgon’s pension as it has already reached its ceiling amount. The maximum amount of the pension will be limited to 45% (instead of the previous 60%) of the benchmark compensation (average of fixed and variable compensation for the last three years) for beneficiaries present in the Company as of the Shareholders’ Meeting of April 25, 2018. A collective, defined-contribution pension plan, enabling her to benefit, as is the case for all Company employees, from (i) the same B- defined-contribution pension plan as that in place for all senior executives in the equivalent category to that of Executive Board members and (ii) the same contribution conditions. Mandatory insurance plans (death, disability, and incapacity), reimbursement of healthcare costs and accident insurance schemes, for which C- she qualifies for the same contribution and benefit conditions as those applicable to all Company employees. Insurance policy to cover her professional liability as Chairwoman of the Executive Board. D- In the event of her resignation before March 19, 2022, Virginie Morgon will be bound by a noncompete obligation for a period of 12 months. At E- its meeting of March 8, 2018, the Supervisory Board modified the conditions of the non-compete obligation by extending the noncompete period from six to twelve months and the compensatory allowance from 33% to 50% of the average monthly compensation. She will therefore receive a gross monthly compensatory allowance corresponding to 50% of her average monthly compensation paid during the last 12 months preceding the termination of her employment contract. If a termination benefit is paid in respect of this departure (as set out below), the combined total of the non-compete allowance and the termination benefit must not exceed the combined total of the fixed and variable compensation paid during the two years preceding her departure. The Company reserves the right to choose not to implement this non-compete agreement. In the event of forced termination of her duties, forced departure before expiry of her term of office or dismissal, except in the case of gross or F- willful misconduct: Virginie Morgon will be entitled to payment by Eurazeo of termination benefits equivalent to 24 months compensation calculated on the a) basis of the total compensation (fixed + variable) paid in respect of the last 12 months. These termination benefits will include any severance pay due by law and under the collective bargaining agreement in the event of the termination of her employment contract. Termination benefits will only be paid if Eurazeo’s share price (with dividends reinvested) compared to the LPX-TR index changes between the date of her most recent appointment and the date of the end of her term of office, as follows: if Eurazeo’s share performance (with dividends reinvested) compared to that of the LPX-TR index is 100% or better, she will receive 100% • of her termination benefits; if Eurazeo’s share performance (with dividends reinvested) compared to that of the LPX-TR index is less than or equal to 80%, Virginie • Morgon will receive two thirds of her termination benefits; between these two limits, the termination benefits will be calculated on a proportional basis. • Virginie Morgon will not be entitled to termination benefits in the event of misconduct. Similarly, these termination benefits will not be paid b) if she leaves Eurazeo on her own initiative to take up new duties or if she changes position within the Group or if she is eligible for a pension less than one month following the date of her departure; termination benefits equal to half of the expected amount will be paid if she is eligible for a pension between one and six months following the date of her departure. In any event, regardless of her date of departure, the amount of termination benefits paid may not be greater than the compensation that she would have received for the remaining months to retirement. A senior executive insurance policy due to the suspension of her employment contract. G- Should Virginie Morgon leave the Company before the end of the vesting period for the share purchase option or free performance share H- grant plans, any unvested rights will be lost save in the event of a decision by the Supervisory Board to waive the obligation of presence, in which case the options and/or shares would not vest early and would remain subject to the lock-up period and the fulfillment of the performance conditions. The use of a chauffeur-driven car in Paris, to be shared with other executives when Virginie Morgon is in New York, as well as the I- reimbursement of her business expenses.

7

Eurazeo

403

2018 Registration Document