Eurazeo / 2018 Registration document

SHAREHOLDERS’ MEETING Other Special Reports of the Statutory Auditors

STATUTORY AUDITORS’ REPORT ON THE AUTHORIZATION TO AWARD EXISTING SHARES OR SHARES TO BE ISSUED Combined Shareholders’ Meeting of April 25, 2019 (18 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 compliance with article L.225-197-1 of the French Commercial Code (Code de commerce), we hereby report to you on the proposed authorization to award existing shares of the Company or shares to be issued to employees and/or corporate officers of the Company and of the companies related to it, which is submitted to you for approval. The total number of free shares that may be granted under this resolution may not represent more than 1.5% of the share capital on the day of the Executive Board’s decision, it being noted that this limit includes the number of free shares granted to corporate officers of the Company, which may not represent more than 0.75% of the share capital on the day of the Executive Board’s decision. On the basis of its report, the Executive Board proposes that, for a period of 38 months from the date of this Meeting, the shareholders authorize it to grant free existing or newly issued shares. It is the Executive Board’s responsibility to prepare a report on the proposed operation. It is our responsibility to report to you on the information provided to you on the proposed operation. We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying, in particular, that the proposed terms and conditions described in the Executive Board’s report comply with the applicable legal provisions. We have no matters to report as regards the information in the Executive Board’s report concerning the proposed authorization to grant free existing shares or shares to be issued.

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

PricewaterhouseCoopers Audit

Mazars

David Clairotte

Emilie Loréal

Isabelle Massa

7

Eurazeo

409

2018 Registration Document