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

C. Performance Sharesgranted byEurazeo during fiscal year 2019under theshare purchase optionplans 2019/3 Plan The Eurazeo Executive Board decided, at its meeting on February 5, 2019, to grant a maximum of 560,920 share purchase options and/or, at the choice of individualbeneficiaries,a maximumof 186,969 PerformanceShares, as follows: to members of the Executive Board and ExecutiveCommitteeand • Investment Officers, with the full grant subject to performance conditions,a maximumof 464,024 sharepurchaseoptions and/or, at the choice of individual beneficiaries, a maximum of 154,674 Performance Shares;and to employees of the Company and its affiliates who are not • members of the Executive Board or Executive Committee or Investment Officers, with half of the grant subject to performance conditions, a maximum of 96,896 share purchase options and/or, at the choice of individual beneficiaries, a maximum of 32,295 Performance Shares. Following the choice of individual beneficiaries in fiscal year 2019 to receive, based on the above exchange ratios, Performance Shares in exchange for share purchase options, 182,744 Performance Shares were granted to members of the Executive Board and Executive Committee, Investment Officers and employees of the Company and its affiliates (including 140,488 Performance Shares granted to 35 employees and/or corporate officers of the Company and 42,256 Performance Sharesgrantedto 15 employeesof affiliates). 2019/4 Plan The Eurazeo Executive Board decided, at its meeting on June 6, 2019, to grant a maximumof 310,278 share purchase options and/or, at the choice of individual beneficiaries,a maximumof 103,426 Performance Shares, as follows: to members of the Executive Board and ExecutiveCommitteeand • Investment Officers, with the full grant subject to performance conditions, a maximumof 254,281 sharepurchase options and/or, at the choice of individual beneficiaries, a maximum of 84,762 Performance Shares;and to employees of the Company and its affiliates who are not • members of the Executive Board or Executive Committee or Investment Officers, with half of the grant subject to performance conditions, a maximum of 55,997 share purchase options and/or, at the choice of individual beneficiaries, a maximum of 18,664 Performance Shares. Following the choice of individual beneficiaries in fiscal year 2019 to receive, based on the above exchange ratios, Performance Shares in exchange for share purchase options, 102,335 Performance Shares were granted to members of the Executive Board and Executive Committee, Investment Officers and employees of the Company and its affiliates (including 79,178 Performance Shares granted to 35 employees and/or corporate officers of the Company and 23,157 Performance Sharesgrantedto 15 employeesof affiliates).

Exerciseof shareholders’rights Beneficiaries will enjoy the status of shareholder from the vesting of the PerformanceShares and can exerciseall related rights. In particular, they will enjoy the right to shareholder information and dividend rights. The rules governing the Performance Share grant plans stipulate, in particular: the number of Performance Shares granted will be adjusted to • protectthe rights of beneficiariesin the event of transactionsin the Company’s share capital, such as those described in Article L. 225-181, paragraph 2 of the French Commercial Code applicable to share purchase options. The adjusted number of shareswill be rounded upor down tothe nearestwhole number; from the end of the vesting period and pursuant to • Article L. 225-197-1,I paragraph 3of the French Commercial Code, the sharesmay not be sold (i) duringthe 10 trading days preceding and the 3 trading days following the publication of the consolidated, or failing this, the Company annual financial statements, and (ii) during the period between the date at which the Company’s governing bodies have knowledge of information which if made public could have a material impact on the price of the Company’s shares and 10 trading days after this information is made public; from the end of the vesting period and pursuant to the securities • trading code of conduct, the shares may not be sold (i) during the 30 trading days preceding the publication of the annual or half-year financial statements and (ii) during the 15 trading days preceding the publication ofquarterly information. Obligation tohold securities Pursuant to the provisions of the fourth paragraph of Article L. 225-197-1 IIof 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 the Performance Shares, until the Eurazeo shares owned and held by the Executive Boardmember inany respect,represent anamount equalto: for the Chairman of the Executive Board, three times the amount • of his lastfixed annualcompensation; for other members of the Executive Board, two times the amount • of their lastfixed annualcompensation; taking into accountfor this calculationthe share price at the end of • each vesting periodfor the Performance Shares. The attainment of these shareholding levels will be assessed twice annuallyon July 1 and December 31of each year. This rule is applicableto the exerciseof all options granted and not yet exercised, irrespective of the option plan, until the end of the term of office of the corporate officer.

VESTING OF PERFORMANCESHARES GRANTED UNDERTHE 2016 8.4.3 SHARE PURCHASE OPTION PLAN In 2019, 188,484 performanceshares granted by the Executive Board May 13, 2016 to May 12, 2019 Eurazeo's stock market and NAV on May 13, 2016 (following the decision by beneficiaries to convert all performancerepresented,respectively,117.04%and more than 112% of or part of their options into performance shares) vested to the performance of the benchmark index, such that 100% of 42 beneficiaries. With respect to the 2016 Plan, over the period performance sharesinitially grantedvested tobeneficiaries.

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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