Eurazeo / 2018 Registration document

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

Fixed compensation of Philippe Audouin, Directeur Général Finances - CFO and member of the Executive Board and holding an employment contract with the Company (Supervisory Board meeting of March 8, 2018) Persons concerned Philippe Audouin, Directeur Général Finances - CFO and member of the Executive Board. Nature and terms At its meeting of March 8, 2018, the Supervisory Board decided to increase the fixed compensation of Philippe Audouin, member of the Executive Board and holding an employment contract, to a gross amount of €500,000. The target variable compensation was aligned for the members of the Executive Board at 100% of the annual fixed compensation, corresponding to the fulfillment of 100% of the objectives, and up to 150% of the fixed compensation in the event objectives are exceeded. Fixed compensation of Nicolas Huet, member of the Executive Board as fromMarch 19, 2018 and holding an employment contract with the Company (Supervisory Board meeting of March 8, 2018) Persons concerned Nicolas Huet, member of the Executive Board since March 19, 2018. Nature and terms At its meeting of March 8, 2018, the Supervisory Board appointed Nicolas Huet member of the Executive Board and set the components of his compensation. Nicolas Huet’s fixed compensation remains unchanged at a gross amount of €450,000. The target variable compensation was aligned for the members of the Executive Board at 100% of the annual fixed compensation, corresponding to the fulfillment of 100% of the objectives, and up to 150% of the fixed compensation in the event objectives are exceeded. At its meeting of November 27, 2017, the Supervisory Board, having decided not to renew the term of office of Patrick Sayer, recognized that termination benefits were due to him. During this same meeting, the Supervisory Board modified the provisions related to the calculation basis in order to take into account at the time of his departure the bonus due him in respect of 2017, subject to approval of a resolution to this effect by the Shareholders’ Meeting of April 25, 2018. At its meeting of March 8, 2018, the Supervisory Board gave all powers to the Chairman of the Supervisory Board to determine the amount of termination benefits in relation to Patrick Sayer’s retirement on March 19, 2018, on the basis of the degree of fulfillment of the performance condition pursuant to the conditions set by the Supervisory Board at its meeting of December 5, 2013 and November 27, 2017 and approved by the Shareholders’ Meetings of May 7, 2014 (11 th resolution) and April 25, 2018 (23 rd resolution). An amount of €4,075,880 was paid to Patrick Sayer following the Shareholders’ Meeting of April 25, 2018 in application of this related-party commitment. Variable compensation in respect of 2017 of members of the Executive Board holding an employment contract with the Company (Supervisory Board meeting of March 8, 2018) Persons concerned Virginie Morgon (Deputy Chairwoman of the Executive Board and member of the Executive Board until March 18, 2018, Chairwoman of the Executive Board since March 19, 2018) and Philippe Audouin (Directeur Général Finances - CFO and member of the Executive Board). Nature and terms At its meeting of March 8, 2018, acting on the recommendation of the Compensation and Appointment Committee, the Supervisory Board set the variable compensation amount for each member of the Executive Board in respect of 2017 in accordance with the principles and criteria determined by the Supervisory Board at its meeting of March 16, 2017 and approved by the Shareholders’ Meeting of May 11, 2017 (8 th resolution). The variable compensation in respect of 2017 of the members of the Executive Board holding an employment contract amounted to: Company commitment as part of the non-renewal of the term of office of Patrick Sayer as CEO (Supervisory Board meetings of November 27, 2017 and March 8, 2018) Persons concerned Patrick Sayer, CEO until March 18, 2018 and member of the Supervisory Board since April 25, 2018). Nature and terms

Virginie Morgon: Gross variable compensation of €1,012,275. Philippe Audouin: Gross variable compensation of €480,831.

Neuilly-sur-Seine and Courbevoie, March 15, 2019 The Statutory Auditors

PricewaterhouseCoopers Audit

Mazars

David Clairotte

Emilie Loréal

Isabelle Massa

Eurazeo

406

2018 Registration Document