Eurazeo / 2018 Registration document

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

2. PHILIPPE AUDOUIN, DIRECTEUR GÉNÉRAL FINANCES - CFO AND MEMBER OF THE EXECUTIVE BOARD A supplementary defined-benefit pension plan which, if he reaches the end of his career while with Eurazeo, within the meaning of the A- pension plan, will entitle him to supplementary pension rights calculated on the basis of his average compensation for the last 36 months (bonus included, limited to twice the beneficiary’s fixed compensation) and his 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 maximum amount of the pension will be limited to 45% (instead of the previous 60%) of the benchmark compensation for beneficiaries present in the Company as of the Shareholders’ Meeting of April 25, 2018. A collective, defined-contribution pension plan, enabling him 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- he qualifies for the same contribution and benefit conditions as those applicable to all Company employees. Insurance policy to cover his professional liability as Directeur Général Finances - CFO. D- In the event of his resignation before March 19, 2022, Philippe Audouin will be bound by a noncompete obligation the term of which was E- extended from six to twelve months by decision of the Supervisory Board at the meeting of March 8, 2018. He will therefore receive a gross monthly compensatory allowance increased from 33% to 50% of his average monthly compensation paid during the last 12 months preceding the termination of his 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 his departure. The Company reserves the right to choose not to implement this non-compete agreement. In the event of forced termination of his duties, forced departure before expiry of his term of office or dismissal, except in the case of gross or F- willful misconduct: Philippe Audouin will be entitled to payment by Eurazeo of termination benefits equal to 18 months compensation calculated on the basis of a) 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 his 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 his most recent appointment and the date of the end of his 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, he will receive 100% of • his 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%, he will • receive two thirds of his termination benefits; between these two limits, the termination benefits will be calculated on a proportional basis. Philippe Audouin will not be entitled to termination benefits in the event of misconduct. Similarly, these termination benefits will not be paid b) if he leaves Eurazeo on his own initiative to take up new duties, if he changes position within the Group or if he is eligible for a pension less than one month following the date of his departure; termination benefits equal to half of the expected amount will be paid if he is eligible for a pension between one and six months following the date of his departure. In any event, regardless of his date of departure, the amount of termination benefits paid may not be greater than the compensation that he would have received for the remaining months to retirement. Should Philippe Audouin leave the Company before the end of the vesting period for the share purchase option or free performance share G- 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. A collective, defined-contribution pension plan, enabling him to benefit, as is the case for all Company employees, from (i) the same A- 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 B- he qualifies for the same contribution and benefit conditions as those applicable to all Company employees. In the event of his resignation before March 19, 2022, Nicolas Huet will be bound by a noncompete obligation for a period of 12 months. In this C- respect, he will receive a gross monthly compensatory allowance corresponding to 50% of the average monthly compensation paid during the last 12 months preceding the termination of his 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 his departure. The Company reserves the right to choose not to implement this non-compete agreement. In the event of forced termination of his duties, forced departure before expiry of his term of office or dismissal, except in the case of gross or D- willful misconduct: Nicolas Huet will be entitled to payment by Eurazeo of termination benefits equal to 18 months compensation calculated on the basis of the a) 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 his 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 Nicolas Huet’s most recent appointment and the date of the end of his term of office, as follows: The use of a company car as well as the reimbursement of his business expenses. H- 3. NICOLAS HUET, MEMBER OF THE EXECUTIVE BOARD SINCE MARCH 19, 2018

Eurazeo

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2018 Registration Document