Eurazeo / 2019 Universal Registration Document

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

Early exerciseof Options should one of the following events arise before February 5, 2023 • (2019/1 plan) or June 6, 2023 (2019/2 plan) (the “Events allowing the Early Exercise of Options”), all Options, including Unvested Options, will vest early and will be immediately exercisable, notwithstanding the requirements relating to the beneficiary’s length of servicein the Company: the disability of the beneficiary falling into the second or third (i) category provided for in Article L. 341-4 of the French Social Security Code( Code de la SécuritéSociale ); the death of the beneficiary during a vesting period: the heirs (Ii) may exercise the options during a six-month period following the dateof death, after whichthe options will expire; the filing of a takeover bid targeting the shares of the (iii) Company deemed compliant by the French Financial Markets Authority(AMF); the takeover of the Company involving: (i) a change in control (iv) within the meaning of Article L. 233-3 of the French Commercial Code; (ii) a change in the majority of members of the SupervisoryBoard at the same time and upon the initiative of a new shareholderor new shareholdersacting in concert; or (iii) the direct or indirect ownership by a company of more than 30% of the Company’s voting rights, together with a change of more than 20% of the members of the Executive Board and the Supervisory Boardover a nine-monthperiod; the dismissalof more than half the membersof the Company’s (v) Supervisory Boardby the Shareholders’Meeting. It is understood that with respect to the Events allowing the Early • Exercise of Options described in points (iii), (iv) and (v) above, the Unvested Options may only vest to the beneficiary and become immediately exercisableif he/she, at the date of the Event allowing the Early Exercise of Options, has received regular grants of share purchase or subscription options for more than two years under this optionplan and/oran earlierplan.

Furthermore,should one of the events described in points (iii), (iv) and (v) above occur, the exercise of the Optionswill remain subject, where applicable, to the attainment of the Performance Conditions in accordance with the following conditions, at the initiative of the beneficiary: within a two-month period of the event, by applying the • PerformanceConditions over a period commencingthe Option grant date ( i.e. February 5, 2019 (2019/1 plan) or June 6, 2019 (2019/2 plan))and expiring the date ofthe event;or from February 5, 2019,by applying the PerformanceConditions • over a four-year period commencing February 5, 2019 and expiring February 4, 2023, inclusive (2019/1 plan); from June 6, 2019,by applying the PerformanceConditionsover • a four-year period commencing June 6, 2019 and expiring June 5, 2023, inclusive (2019/2plan). furthermore, the holdingof options implies: • a ban on using hedginginstruments; • a ban on exercising options and/or selling shares resulting from • the exercise of options (i) during the 30 days prior to the publication of the annual or half-year financial statements, (ii) during the 15 days prior to the publication of quarterly information, and (iii) during the period between the date at which the Supervisory Board is convened to decide on a proposed investment by the Company and the date at which this investment is formally communicated to the public by the Company ora third party. plan beneficiaries have the possibility to convert all or part of the • Options into free shares and/or preference shares, at a parity of one freeshare for three share purchaseoptions.

Sharepurchaseoptionsgrantedby Eurazeoto its corporateofficersand exercisedby themduringfiscalyear 2019 3.

Number of options granted/shares purchased

Price (In euros)

Expiryor exercisedate

Plan

OptionsgrantedduringthefiscalyearbyEurazeoto corporateofficers - OptionsexercisedduringthefiscalyearbyEurazeocorporateofficers Philippe Audouin

-

-

-

-

6,584 (1) 2,210 (1) 34,712

25.96 04/17/2019 28.99 04/17/2019 49.74 09/06/2019

2012 Plan 2013Plan 2015 Plan

Philippe Audouin Philippe Audouin

Optionsexercisedusingtheunavailableassetsof thecompanysavingsplan. (1)

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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