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

Vesting subject to Performance Conditions In the case of Performance Shares granted to members of the performance conditions which concern (i) the comparative stock Company’s Executive Board and Executive Committee and market performance of the Company’s share, after the add-back of InvestmentOfficers of the Companyand/or its affiliates, the vesting of dividends, against the CAC 40 index and (ii) Eurazeo’s NAV all Free Shares is subject to the attainment of performanceconditions performance (the “Performance Conditions”), will determine the assessed at the end of the vesting period, i.e. on February 5, 2022 (for percentage of options thatwill be definitively vested asset out below: the 2019/3 plan) and on June 6, 2022 (for the 2019/4 plan). These

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

≤ 80% (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 three-year period (starting on February 5, 2019 and expiring on February 4, 2022 inclusive for the 2019/3 plan and starting on June 6, 2019 and expiring on June 5, 2022 for the 2019/4 plan) 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 performance will be compared with the stock market performance, over thesame period, of theCAC 40 index. Eurazeo’s NAV performance will be determined over a three-year period by comparing the NAV per share in absolute terms as of February 5, 2019 and the NAV per share in absolute terms as of February 4, 2022, increased for dividends paid over the same period, for the 2019/3 plan, and by comparing the NAV per share in absolute terms as of June 6, 2019 and the NAV per share in absoluteterms as of June 5, 2022, increased for dividends paid over the same period, for the 2019/4 plan. For other beneficiariesof the PerformanceShares (employeeswho are not members of the Executive Board or Executive Committee or InvestmentOfficers), the exercise of half of the PerformanceShares is subject tothe attainment of thesame Performance Conditions. Should one of the following events arise before February 5, 2022 (2019/3 plan) orJune 6, 2022(2019/4plan): the filingof a takeoverbid targetingthe Company’ssharesdeemed (i) compliant by theFrench Financial Markets Authority(AMF); the takeover of the Company involving: (i) a change in control (ii) within the meaning of Article L. 233-3 of the French Commercial Code; (ii) a change in the majority of members of the Supervisory Board at the same time and upon the initiative of a new shareholder or new shareholders acting in concert; or (iii) the direct or indirect ownership by a company of more than 30% of the Company’svoting rights, togetherwith a changeof more than 20% of the members of the Executive Board and the Supervisory Board over a nine-monthperiod; the dismissal of more than half the members of the Company’s (iii) Supervisory Boardby the Shareholders’Meeting. the vesting of the Preference Shares will remain, where applicable, subject to the attainment of the Performance Conditions in accordance with the following conditions, at the initiative of the beneficiary: by applying the Performance Conditions over a period • commencing from the Performance Share grant date ( i.e. February 5, 2019 (2019/3 plan) or June 6, 2019 (2019/4 plan)) and expiringon the date of the event, and this within twomonthsof the event atthe latest;or by applying the Performance Conditions over a three-year period • commencing February 5, 2019 and expiring February 4, 2022 inclusive (2019/3 plan) or from June 6, 2019 and expiring June 5, 2022, inclusive(2019/4plan)). Irrespective of the beneficiary’s choice regarding the performance conditions application period, the Performance Shares will only vest

after a three-year vesting period, i.e. February 5, 2022 for 2019/3 plan and June 6, 2022for 2019/4plan.

Early vestingof Performance Shares The rules governing the Performance Share grant plan stipulate, in particular: in the event of disability of the beneficiary during the vesting • period falling into the second or third category provided for in Article L. 341-4of the French Social SecurityCode, all Performance Shares will vest early, pursuant to Article L. 225-197-1of the French CommercialCode; in the event of the beneficiary’s death during the vesting period, • his/her heirs may request the vesting of the Performance Shares within a 6-month period from the date of death, in accordance with the provisions of Article L. 225-197-3 paragraph 2 of the French CommercialCode. Performance Shares vested in favor of a beneficiary in accordance with the rules set out above are referred to hereafter as “Vested Shares”. PerformanceShares not vested at a given date in accordance with the rules set out above, are referred to hereinafter as “Unvested Shares”. beneficiaries must remain employees or corporate officers of • the Companyor affiliateswithin the meaningof Article L. 225-197-2 of the FrenchCommercialCode duringthe entire vesting period. Loss of Unvested Sharesin the event ofdeparture A beneficiary who ceases to be an employee or corporate officer of the Company or an affiliate within the meaning of Article L. 225-197-2 of the French Commercial Code before the end of the Performance Share vesting period will not receive these shares. The Unvested Shares held by the beneficiary at the date of his/her departure (in the event of departure before the end of the vesting period) will automatically expire,except in the following situations: the beneficiary is called on to exercise functions in another Group • company(the presenceconditionsat the end of the vestingperiod will thereforebe assessedwith respectto this othercompany); retirement at the initiative of the beneficiary or the Company; • retirement does not lead to the early vesting of the Performance Shareswhich continueto vest atthe endof the vestingperiod; formal agreement of the relevant bodies, canceling the expiry of • UnvestedShares in favor of the beneficiary,in accordancewith the terms and conditions set out by the Executive Board; the aforementioned agreement does not lead to the early vesting of the Performance Shares which continue to vest at the end of the vesting period. In the above cases, the vesting of the Performance Shares remains subject to the attainment of the Performance Conditions as defined previously.

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2019 UNIVERSAL REGISTRATION DOCUMENT