Eurazeo / 2019 Universal Registration Document

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

Sharepurchaseoptionsgrantedduringfiscalyear 2019 to all employeebeneficiaries 5.

2019/1 Plan The Executive Board meeting of February 5, 2019decided to grant a maximumof 560,920 share purchase options to all employee beneficiaries of the Company(including members of theExecutive Board),with a strike price of €63.59 and an expirydate of February 5,2029. Following the choice by each beneficiary of whether to receive one performanceshare for three options granted, 13,310 share purchase options were effectively granted with a strike price of €60.56, adjusted for share capital transactions after the grant date. There are 2 beneficiaries. Options weregrantedto managerial staffof the Companyand no members ofthe Executive Board.

2009Plan

2010Plan

2011Plan

Dateof Shareholders'Meeting Dateof ExecutiveBoardmeeting

05/03/2007 06/02/2009

05/07/2010 05/10/2010

05/07/2010

05/31/2011 Purchase

Typeof options

Purchase

Purchase 87,063 (44,010)

Totalnumberof sharesavailablefor subscriptionor purchase (1) Numberof sharessubscribedor purchasedas of December 31, 2019 Sharesubscriptionor purchaseoptionscanceledduringthe fiscalyear Sharesubscription orpurchaseoptionsas ofDecember 31, 2019

4,921

95,773 (7,299)

(4,921)

- -

-

-

43,053

88,474

Numberof personsconcerned

25

29

21

Totalnumberof sharesthatcanbe purchasedby ExecutiveBoardmembers (in its compositionas of December 31, 2019) (2) (4)

96,436

111,649

50,508

Numberof executivesconcerned

6

7

6

Totalnumberof sharesthatcanbe subscribedor purchased by the firstten employeebeneficiaries

82,114

82,350

68,407

Numberof employeesconcerned Dateof creationof options Beginningof exerciseperiod

11

10

10

06/02/2009

05/10/2010

05/31/2011

(5)

(6)

(7)

Expirydate

06/01/2019

05/10/2020

05/31/2021

Discount

-

-

-

Strikeprice (adjusted)

19.30

30.25 0.05%

35.22 0.11%

As a %ofsharecapital as ofDecember 31, 2019 (3)

-

Balanceas of12/31/2018 (2018 Registration Document)adjustedfor thegrantof one bonussharefor 20 sharesheld decidedby the ExecutiveBoard (1) on May 13, 2019. Options may be exercised for one share each. (2) Based on 78,645,486 shares outstanding as ofDecember 31, 2019. (3) Excluding optionsgranted tomembersof the ExecutiveBoard intheir capacity as employees (Nicolas Huet, Olivier Millet).Numberof sharesinitially (4) grantedadjustedforsharecapitaltransactionssincethegrant date. Options canbe exercisedby beneficiaries immediatelyafter vesting.Options vested progressively in three equaltranches:one-thirdin 2011, (5) one-thirdin 2012 andone-thirdin 2013. Options canbe exercisedby beneficiaries immediatelyafter vesting.Options vested progressively in three equaltranches:one-thirdin 2012, (6) one-thirdin 2013 andone-thirdin 2014. Options canbe exercisedby beneficiaries immediatelyafter vesting.Options vested progressively in three equaltranches:one-thirdin 2013, (7) one-thirdin 2014andone-thirdin 2015. Options canbe exercisedby beneficiaries immediatelyafter vesting.Options vested progressively in three equaltranches:one-thirdin 2014, (8) one-thirdin 2015 andone-thirdin 2016. Options canbe exercisedfrom May 7, 2017.They vestedprogressively,thefirst halfin 2015, thethirdquarter in 2016 and the fourthquarter in 2017, (9) subjectto performance conditions. Options canbe exercisedfrom June 17, 2018.Theyvested progressively, the first halfin 2016, the thirdquarterin 2017andthefourth quarter in 2018, (10) subjectto performance conditions. Options may be exercised from June 29, 2019. They vestprogressively,the first halfin 2017,the thirdquarterin 2018andthe fourthquarter in 2019, (11) subjectto performance conditions. Options may be exercised from May 13,2020. Theyvestprogressively,the first halfin 2018,thethirdquarter in 2019andthefourth quarter in 2020, (12) subjectto performance conditions. Options may be exercised from January 31, 2021. They vestprogressively,the first halfin 2019,the thirdquarter in2020 andthe fourth quarter in 2021, (13) subjectto performance conditions. Options may be exercised from January 31, 2022. They vestprogressively,the first halfin 2020,the thirdquarterin 2021 andthe fourth quarter in 2022, (14) subjectto performance conditions. Options may be exercised from February 5, 2023. Theyvestprogressively,thefirsthalf in 2021, the thirdquarterin 2022 andthe fourth quarter in 2023, (15) subjectto performance conditions. Options may be exercised from June 6, 2023.They vestprogressively,the firsthalf in 2021,the thirdquarter in2022 andthe fourth quarter in 2023, (16) subjectto performance conditions.

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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