Eurazeo / 2019 Universal Registration Document

Shareholders’ Meeting Special report on the grant of free shares prepared in accordance with Article L. 225-197-4 of the French Commercial Code

Special report on the grant of free shares prepared 8.4 in accordance with Article L. 225-197-4 of the French Commercial Code

DESCRIPTION OFTHE 2019 EMPLOYEE FREE SHARE PLAN Legal framework A. The Shareholders’Meeting of May 12, 2016 (23 rd  resolution) authorized the Executive Board to grant free shares representingup to 1% of the share capital to employees and corporate officers of Eurazeo and/or its affiliates, in accordance with the provisions of Articles L. 225-197-1 to L. 225-197-3of the FrenchCommercialCode. This authorizationwas given fora 38-month period. Pursuant to this authorization, the Eurazeo Executive Board, implementing the delegation of power granted by the Shareholders’ Meeting of May 12, 2016, adopted on February 5, 2019 a free share plan for employees of Eurazeo, Eurazeo PME, Eurazeo North America and Eurazeo Funds ManagementLuxembourg(the “Free Share Plan”). The termsand conditionsof this Free Share Planare presented below. B. The rules governing the Free Share Plan provide notably 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 or a Eurazeo group company, except in the event of death, retirement or full or partial disability or with the formal agreement of the Executive Board. The Free Share Plans rules also stipulate that the number of shares granted shall be adjusted in the event of transactions in the Company'sshare capital in order to protect therights of beneficiaries. during fiscal year 2019 Pursuant to the Free Share Plan adopted on February 5, 2019, Eurazeo's Executive Board decided to grant 18,367 free shares to all employees of the Company and Eurazeo group companies, with a value of €64.60 each (share price as of February 4, 2019), split as follows: 16,205 shares representing0.009%of the Company’sshare capital • as of December 31, 2019were granted to 63 managerial staff and technicianbeneficiarieswho do not receivestock options.Of these shares, 4,869 went to the ten employees receiving the highest number of free shares; 2,162 shares representing 0.002% of the Company’s share capital • as of December 31, 2019 were granted to 46 managerial staff beneficiaries whoreceive stock options. 415 free shares granted by the Executive Board on January 25, 2015 vested in 2019 to two beneficiariesand 10,502 free shares granted by the ExecutiveBoard on May 13, 2016 vested in 2019to 78 beneficiaries. 8.4.1 Details of the free share plan Free shares grantedby Eurazeo C.

FREE PERFORMANCE SHARE 8.4.2 PLAN GRANTEDUNDER THE 2019 SHARE PURCHASE

OPTION PLANS Legal framework

A. Pursuant to (i) the vote by the Shareholders' Meeting of May 12, 2016 adopting the 22 nd  resolution authorizing the Executive Board to grant share purchase options, (ii) the vote by the Shareholders' Meeting of May 12, 2016 adopting the 23 rd resolution authorizing the Executive Board to grant free shares to members of the Company's Executive Board and Executive Committee and (iii) the authorization granted by the CAGCommitteemeetingof February 5, 2019,and acting on behalf of the Supervisory Board, the Eurazeo Executive Board decided, at its meeting of February 5, 2019, to grant to members of the Company's Executive Board and Executive Committee and certain executives of the Company a maximum of 560,920 share purchase options, each beneficiary having the choice of receiving for three share purchase options granted, one performanceshare issued for nil considerationin accordance with the conditions set out in Articles L. 225-197-1 to L. 225-197-6 of the French Commercial Code (the “Performance Shares”). Pursuant to (i) the vote by the Shareholders' Meeting of April 25, 2019 adopting the seventeenth resolution authorizing the Executive Board to grant share purchase options, (ii) the vote by the Shareholders' Meeting of April 25, 2019 adopting the 23 rd  resolution authorizing the Executive Board to grant free shares to members of the Company's Executive Board and Executive Committee and (iii) the authorization granted by the CAG Committee meeting of February 5, 2019, and acting on behalf of the Supervisory Board, the Eurazeo Executive Board decided, at its meeting of June 6, 2019,to grant to members of the Company'sExecutiveBoard and ExecutiveCommitteeand certain executives of the Company a maximum of 310,278 share purchase options, each beneficiary having the choice of receiving for three share purchase options granted, one performance share issued for no consideration in accordance with the conditions set out in Articles L. 225-197-1to L. 225-197-6 of the French Commercial Code (the “PerformanceShares”). B. The rulesgoverningthe Free Share plans stipulate, inparticular: the grant of existing Performance Shares purchased under the • Company'sshare buybackprogram; observation of athree-year vesting period. • Details of the Free Share Plans

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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