Eurazeo / 2018 Registration document

SHAREHOLDERS’ MEETING Other Special Reports of the Statutory Auditors

STATUTORY AUDITORS’ REPORT ON THE PROPOSED ISSUE OF BONUS SHARE WARRANTS IN THE EVENT OF TAKEOVER BIDS TARGETING THE COMPANY’S SHARES Combined Shareholders’ Meeting of April 25, 2019 (20 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 article L.228-92 of the French Commercial Code (Code de commerce), we hereby report to you on the proposed issue of bonus share warrants in the event of takeover bids targeting the Company’s shares, which is submitted to you for approval. On the basis of its report, the Executive Board proposes, in accordance with article L.233 32 II of the French Commercial Code and in the event of a takeover bid targeting the Company’s shares made within 18 months of this Shareholders’ Meeting, that shareholders delegate to the Executive Board the authority to: decide the issue of bonus share warrants subject to article L.233-32 II of the French Commercial Code to all eligible shareholders before the • expiry of the takeover bid, enabling them to subscribe for one or more Company shares on preferential terms; set the conditions under which the warrants may be exercised as well as the other features of the warrants. • The maximum nominal amount of the capital increase that may result from the exercise of such warrants is €100 million and the maximum number of share warrants that may be issued may not exceed the number of shares outstanding at the time of issue. It is the responsibility of the Executive Board to prepare a report in accordance with articles R.225113 et seq. of the French Commercial Code. Our role is to express an opinion on the fairness of the information taken from the financial statements and on certain other information relating to the issue provided in the report. We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying the information provided in the Executive Board’s report relating to this transaction. We have no matters to report on the information provided in the Executive Board’s report on the proposed issue of bonus share warrants in the event of takeover bids targeting the Company’s shares. In accordance with article R.225-116 of the French Commercial Code, we will prepare an additional report if and when the Executive Board exercises the delegation of authority.

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

PricewaterhouseCoopers Audit

Mazars

David Clairotte

Emilie Loréal

Isabelle Massa

7

Eurazeo

411

2018 Registration Document