Eurazeo / 2018 Registration document

SHAREHOLDERS’ MEETING Other Special Reports of the Statutory Auditors

STATUTORY AUDITORS’ REPORT ON THE AUTHORIZATION TO AWARD STOCK SUBSCRIPTION OR PURCHASE OPTIONS Combined Shareholders’ Meeting of April 25, 2019 (17 th resolution)

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders, In our capacity as Statutory Auditors of Eurazeo SE, and in accordance with articles L.225-177 and R.225-144 of the French Commercial Code (Code de commerce), we hereby report to you on the authorization to grant stock subscription or purchase options to employees and corporate officers of the Company and/or related companies, which is submitted to you for approval. The total number of options granted under this authorization may not give beneficiaries the right to subscribe to or purchase shares representing more than 1.5% of share capital at the grant date. Within the abovementioned limit, the total number of options that can be granted to corporate officers may not give beneficiaries the right to subscribe to or purchase shares representing more than 0.75% of share capital at the grant date. The Executive Board proposes that, on the basis of its report and for a period of 38 months from the date of this Meeting, the shareholders authorize it to grant stock subscription or purchase options. It is the Executive Board’s responsibility to prepare a report on the reasons for awarding stock subscription or purchase options and on the proposed methods for setting the subscription or purchase price. It is our responsibility to express an opinion on the methods proposed for setting the subscription or purchase price. We performed the procedures that we deemed necessary in accordance with the professional standards applicable in France to such engagements. These procedures included verifying that the methods proposed for setting the subscription and/or purchase price are specified in

the Executive Board’s report and that they comply with the applicable legal and regulatory provisions. We have no matters to report as regards the proposed methods for setting the subscription or purchase price.

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

PricewaterhouseCoopers Audit

Mazars

David Clairotte

Emilie Loréal

Isabelle Massa

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Eurazeo

2018 Registration Document