Eurazeo / 2019 Universal Registration Document

Shareholders’ Meeting Special report on share subscription and purchase options (Article L. 225-184 of the French Commercial Code)

The exercise of all the Options granted to members of the • Executive Board and the Executive Committee and Investment Officers is subject to the attainment of performance conditions assessed at the end of the last vesting period, i.e. on June 6, 2023. These performance conditions which concern (i) the comparative

stock market performance of the Company's share, after the add-back of dividends, against the CAC 40 index and (ii) Eurazeo's NAV performance (the “Performance Conditions”) will determine the percentage ofoptions availablefor exerciseas set outbelow:

≤ 80% (NAV/share) of the referenceamount

80%< x < 100%(NAV/share) of the referenceamount

≥ 100% (NAV/share) of the referenceamount

Changein theEurazeoshareprice(base100)/Changein theCAC 40index(base100)≤ 80% 80%< Changein theEurazeoshareprice(base100)/ Changein theCAC 40index(base100)≤ 100% Change in theEurazeoshareprice(base100)/Changein theCAC 40index(base100)> 100%

0%

50%

75%

50%

75%

100%

75%

100%

100%

Eurazeo's stock market performance will be determined over a four-year period (startingon June 6, 2019and expiringon June 5, 2023 inclusive) by combining the change in value of the Eurazeo share and the reinvestment of ordinary dividends paid over the same period. Eurazeo’s stock market performancewill be compared with the stock market performance,over thesame period, ofthe CAC 40index. Eurazeo’s NAV performance will be determined over a four-yearperiod by comparing the NAV per share in absolute terms as of June 6, 2019 and the NAV per share in absolute terms as of June 5, 2023, increased for dividendspaid overthe sameperiod. If the Performance Conditions are not attained or only partially attained, all ora portion of theOptions will automatically expire. For other beneficiaries of the Options (employees who are not members of the Executive Board or the Executive Committee or Investment Officers), the exercise of half of the Options is subject to the attainment ofthe same PerformanceConditions. Options vested in favor of a beneficiary in accordance with the rules set out above are referred to hereafter as “Vested Options.” Options that, at a given date, have not vested in favor of a beneficiary in accordancewith the rules set out above are referred to hereinafter as “Unvested Options”. Option exerciseconditions The Vested Options may only be exercised from June 6, 2023, • subject to the attainment of the Performance Conditions in accordancewith the aforementionedterms and conditions,except in the event of redundancy, forced retirement, invalidity classified in social security categories2 or 3 or death, in accordancewith the provisionsof Article 91ter of Appendix II of the FrenchGeneral Tax Code or in the event of the occurrence of one of the Events allowingthe EarlyExerciseof Options detailedbelow; Options must be exercised within ten years, i.e. before June 5, • 2029 inclusive, at which date any Options that have not been exercised will automatically expire. Pursuant to the provisionsof the fourth paragraphof Article L. 225-185 of the French Commercial Code, each Executive Board member is required to hold in a registered account, throughout his/her term of office, either directly or indirectly through wealth management or family structures, one-third of (i) shares resulting from the exercise of Options, and (ii) shares granted for no consideration following the conversion of share purchase options under the 2010, 2011, 2012, 2013, 2015, 2016, 2017, 2018 and 2019 plans and, when applicable (iii) ordinary shares resulting from the conversion of Obligation tohold securities

preferenceshares following the conversionof share purchase options under the 2014 and 2015 plans, until the Eurazeo shares owned and held by the Executive Board member in any respect, represent an amountequal to: for the Chairwoman of the Executive Board, three times the • amountof her last fixed annual compensation; for the other members of the Executive Board, two times the • amountof their lastfixed annualcompensation, taking into account for this calculation the share price (i) on each exercise of the options, (ii) at the end of the vesting period for free shares (or each holding period for previous plans) and (iii) on the conversionof preferenceshares. The attainment of these shareholding levels will be assessed twice annuallyon July 1 and December 31of each year. This rule is applicable to the exercise of all options, irrespective of the option plan, until the end of the term of office of the corporate officer. It supersedes,when applicable, anyholding obligationscontainedin previousplans. Should a beneficiary leave the Company, any Unvested Options held by the beneficiary at the date of departure (as the beneficiary has not been employed by the Company for four years and/or the departure date is before the end of one or several of the aforementionedvesting periods) will automatically expire,except in the following situations: retirement at the initiative of the beneficiary or the Company; • retirement does not lead to the early vesting of Options which continueto vest atthe endof three successivevesting periods; the beneficiary is called on to exercise functions in another Group • company ( i.e. in a company controlled by Eurazeo within the meaning of Article L. 233-1 of the French Commercial Code); the presence condition for future vesting periods will therefore be assessed with respect to this other company; in the event of the exit of a company from the Group, the ExecutiveBoard will decide on the maintenanceor not of Options prior to this transactionand based on the circumstances; this decisioncannot be appealed; formal agreement of the relevant bodies, canceling the expiry of • Unvested Options in favor of the beneficiary, in accordance with the terms and conditions set out by the Executive Board; the aforementioned agreement does not lead to the early vesting of Options which continue to vest at the end of three successive vesting periods. In the above cases, the exercise of the Vested Options remains subject to the attainment of the Performance Conditions as defined previously. Loss of Unvested Optionsin the event of departure

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2019 UNIVERSAL REGISTRATION DOCUMENT