Eurazeo / 2018 Registration document

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

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. Nicolas Huet will not be entitled to termination benefits in the event of misconduct. Similarly, these termination benefits will not be paid if he b) leaves Eurazeo on his own initiative to take up new duties or 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 Nicolas Huet leave the Company before the end of the vesting period for the share purchase option or free performance share grant E- 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, Olivier Millet 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: Olivier Millet 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 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. Olivier Millet will not be entitled to termination benefits in the event of misconduct. Similarly, these termination benefits will not be paid if he b) leaves Eurazeo on his own initiative to take up new duties or 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 Olivier Millet leave the Company before the end of the vesting period for the share purchase option or free performance share grant E- 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 company car as well as the reimbursement of his business expenses. F- Fixed compensation of Virginie Morgon, Chairwoman of the Executive Board since March 19, 2018 (Supervisory Board meeting of March 8, 2018) Persons concerned Virginie Morgon, Chairwoman of the Executive Board since March 19, 2018. Nature and terms At its meeting of March 8, 2018, the Supervisory Board set the fixed compensation of Virginie Morgon, Deputy Chairwoman of the Executive Board and holding an employment contract, at the gross amount of €1,070,000 with effect as from March 19, 2018. Her variable compensation remains unchanged with a target annual bonus of 100% of her annual fixed compensation, corresponding to the fulfillment of 100% of the objectives, and up to 150% in the event objectives are exceeded. At its meeting of March 8, 2018, the Supervisory Board also authorized benefits in kind with a maximum annual limit of €1 million to cover a portion of her expatriation expenses (housing, schooling, additional tax cost), associated with her move to New York. The use of a company car as well as the reimbursement of his business expenses. F- 4. OLIVIER MILLET, MEMBER OF THE EXECUTIVE BOARD SINCE MARCH 19, 2018

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2018 Registration Document