Eurazeo / 2019 Universal Registration Document

Shareholders’ Meeting Statutory Auditors’ special report on related-party agreements

Statutory Auditors’ special report 8.6 on related-party agreements

(Shareholders’Meetingfor the approvalof the financialstatementsfor the year endedDecember 31,2019)

This is a free translation into English of the Statutory Auditors’ special report issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicablein France.

To the Shareholders, In our capacity asStatutoryAuditorsof Eurazeo SA, wehereby reportto you on related-partyagreements.

It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of agreements that have been disclosed to us or that we may have identified as part of our engagement, as well as the reasons given as to why they are beneficial for the Company, without commenting on their relevance or substance or identifying any undisclosed agreements. Under the provisions of Article R. 225-58 of the French Commercial Code ( Code de commerce ), it is the responsibility of the shareholders to determine whether the agreements are appropriateand should beapproved. Where applicable, it is also our responsibilityto provide shareholderswith the informationrequired by Article R. 225-58of the French Commercial Code in relation tothe implementationduring the yearof agreements already approvedby the Shareholders’ Meeting. We performed the proceduresthat we deemed necessary in accordancewith professionalstandards applicable in France to such engagements. These proceduresconsisted in verifyingthat the informationgiven to us is consistent with theunderlying documents. AGREEMENTS SUBMITTED FOR THEAPPROVALOF THE SHAREHOLDERS’ MEETING Agreementsauthorizedand enteredinto during the year Pursuant to Article L. 225-88of the French Commercial Code, we were informed of the following agreements entered into during the year and authorized inadvanceby the Supervisory Board. b) Agreements with companies with executives in common Amendment to theCarryCo Croissance 3co-investment program (SupervisoryBoardmeetingof July 25,2019) PERSONS CONCERNED Virginie Morgon (Chairwoman of the Executive Board of Eurazeo and shareholder of CarryCo Croissance 3), Philippe Audouin (Chief Financial Officer, member of the Executive Board of Eurazeo and CEO of CarryCo Croissance 3), Nicolas Huet (member of the Executive Board of Eurazeo and Chairman of CarryCoCroissance3) and OlivierMillet (member ofthe Executive Boardof Eurazeoand shareholderof CarryCoCroissance3). NATURE AND TERMS At its meetingof March 8, 2018, the SupervisoryBoard authorizedthe implementationof the 2018-2022co-investmentprogramfor a total amount of €150 million.At its meeting of July 25, 2019, the SupervisoryBoard decided to increase the amount allocated to the Croissance3 programfrom a total of €150 million to €210 million, in order to allowportfolio companiesto participate in thefinancing rounds. REASONS For several years, Eurazeo has allowed members of the Executive Board and members of the investment team, either directly or through the companies connecting them, to share, through investment programs, the risks and rewards resulting from the different transactions carried out by Eurazeo. TheSupervisory Boardhas recognized the valueof this program, which alignstheir interestswith those of the shareholders. Amendment to the2015-2018 co-investment program dated June 29,2015 (SupervisoryBoardmeetingof July 25,2019) PERSONS CONCERNED Virginie Morgon (Chairwoman of the Executive Board of Eurazeo and shareholder of CarryCo Croissance 2), Philippe Audouin (Chief Financial Officer and member of the Executive Board of Eurazeo, and shareholderof CarryCo Croissance2), Nicolas Huet (member of the Executive Board of Eurazeo and CEO of CarryCo Croissance 2) and Olivier Millet (member of the Executive Board of Eurazeo and shareholder of CarryCo Croissance2). NATURE AND TERMS At its meetings of June 16 and July 30, 2015, the Supervisory Board authorized the implementationof the 2015-2018 co-investmentprograms to be carriedout throughCarryCoCroissance2 and CarryCoPatrimoine.At its meetingof July 25, 2019, the SupervisoryBoard decidedto increase the amountallocatedto the Croissance 3 program to atotalof €285 million, in orderto allow portfolio companies to participate in the financing rounds. REASONS For several years, Eurazeo has allowed members of the Executive Board and members of the investment team, either directly or through the companiesconnecting them, to share, through investment programs, the risks and rewards resulting from the different transactions carried out by Eurazeo.The Supervisory Boardhas recognized thevalue of this program, which alignstheir interestswith those of the shareholders. a) Agreementswith shareholders None

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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