Eurazeo / 2019 Universal Registration Document

Financial Statements Company financial statements

Share value adoptedas the basisfor the 30% and20% contribution The contribution calculation basis was €117 thousand for share purchase options and €12,092 thousand for free shares granted in 2019. Conditions governing theexerciseof share purchase options underplan 1 of February 5, 2019 andplan 2 of June 6, 2019 The conditions governing the vesting and exercise of options in 2019 are describedbelow. The share purchase options granted (“Options”) will vest by tranches, in three successive vesting periods subject to the continued employment of the beneficiary by the Company at the end of the relevant vesting period: the first tranche (one-half) of the Options will vest after two • years, i.e. on February 5,2021 (plan 1) and June 6, 2021(plan 2); the second tranche (third quarter) of the Options will vest after • three years, i.e. on February 5, 2022 (plan 1) and June 6, 2022 (plan 2); the third tranche (final quarter) of the Options will vest after four • years, i.e. on February 5,2023 (plan 1) and June 6,2023 (plan 2). In addition, if the beneficiaryof the Options has not been employedby the Company for at least four years at the end of one of the above-mentionedvesting periods, the Options correspondingto such period will vest in favor of the beneficiary only when the beneficiary has beenemployed bythe Company forfour years. The exercise of all the options granted to members of the Executive Board and the Executive Committee and Investment Officers

is subjectto the attainmentof performanceconditionsassessedat the end of the last vesting period, i.e. on February 5, 2023 and June 6, 2023. For other beneficiaries, the exercise of half of the options is subject tothe attainment of theseperformanceconditions. Eurazeo's Performance will be assessed using a matrix incorporating the relative stock market performance after adding back dividends comparedwith the CAC 40 index. It also includes the performanceof Eurazeo's NAV over a four-year period based on a comparison of the NAV per share in absolute terms at the grant date and the NAV per share in absolute terms at the end of the vesting period, increased for ordinary dividendspaid overthe same period. Conditions governing thevesting of free shares –2019 Plan 1 and 2 The free share plans provide, in particular, for a three-year vesting period, with the shares vesting at the end of this period only if the beneficiary is still employed by the Company except in the event of death,retirement or disability. The plan rules also stipulatethat the numberof shares grantedshall be adjusted in the event of transactions in the Company's share capital in order toprotect the rightsof beneficiaries. On the grant of share purchase options in 2019, each beneficiarywas offered the possibility to receive, if they so wished, one free share in exchange forthree options. The vesting of the free shares granted to holders of stock options is subject to the Eurazeo performance condition detailed above for the share purchaseoptions plans, determinedover a period of three years commencing the date of grant ofthe shares.

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2019 UNIVERSAL REGISTRATION DOCUMENT