Eurazeo / 2019 Universal Registration Document

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

c) Other agreements with executives None

Agreementsauthorizedand enteredinto since the year-end We have been informed of the following agreements, authorized and entered into after year-end 2019, which were previously authorized by the upervisoryBoard.

a) Agreementswith shareholders None

b) Agreements with companies with executives in common None

c) Other agreements with executives Variable compensation in respectof 2019of membersof theExecutiveBoardholding anemploymentcontract with the Company (Supervisory Board meetingof March 11, 2020) PERSONS CONCERNED Philippe Audouin (Chief Financial Officer and member of the Executive Board of Eurazeo) and Nicolas Huet (member of the Executive Board of Eurazeo). NATURE AND TERMS At its meeting of March 11, 2020, acting on the recommendationof the Compensationand Appointment Committee, the Supervisory Board set the variable compensation amount for each member of the Executive Board in respect of 2019 in accordance with the principles and criteria determined bythe Boardof Directors atits meetingof March 7, 2019and approvedby the Shareholders’Meeting of April 25,2019 (7 th  resolution). The variablecompensationin respect of 2019of the members of theExecutive Boardholding anemployment contractamounted to: Philippe Audouin:Gross variablecompensationof €514,269. • NicolasHuet: Gross variablecompensationof €461,717. • Variable compensationwill be paid after the Annual Shareholders’ Meeting of April 30, 2020 called to approve the above-determinedamounts in accordance with Articles L. 225-82-2 and L. 225-100 of the French CommercialCode. REASONS The variable compensation of the members of the Executive Board holding an employment contract is determined according to the principles and criteria pre-establishedeach year by the Supervisory Board and rewards the year’s performance on the basis of objective economic criteria and qualitativecriteria. b) that werenot implemented duringthe year In addition, we have been informed that the following agreements that were approved by the Shareholders’ Meeting in prior years were not implemented duringthe year. i. Agreements with shareholders Agreement betweenEurazeo andJCDecauxHolding SASand its amendment (SupervisoryBoard meetings of June 5 and October 17, 2017) PERSONS CONCERNED Jean CharlesDecaux (Chairmanof JCDecauxHolding SASand memberof the SupervisoryBoard of Eurazeo)and JCDecauxHolding SAS,member of the Supervisory Boardof Eurazeo,represented byEmmanuel Russel,also DeputyCEO of JCDecauxHolding SAS. NATURE AND TERMS Agreement : At its meeting of June 5, 2017, the Supervisory Board authorized the signature of an agreement between JCDecaux Holding and Eurazeo in relation to the acquisition by the Decaux family of a 15.4% stake in Eurazeo. The agreement governs share transfers as well as the managementof the investment (AMF notice no. 217C1197).The main provisions of the agreement, which was entered into on June 5, 2017, govern the representation of JCDecaux Holding on the Supervisory Board, the establishment of a 23% cap on the company’s investment in Eurazeo, a 36-month lock-up period, and a right to negotiation and first refusal for Eurazeo. The agreement has a term of ten years and is automaticallyrenewablethereafterfor further termsof two years. Amendment: At its meetingof October 17,2017, the SupervisoryBoard also authorizedthe signatureof an amendmentto the agreementbetween JCDecaux Holding SAS and Eurazeo dated June 5, 2017 in order to authorize the grant of a pledge by JCDecaux Holding SAS over all or part of its current or future holding in Eurazeo for the benefit of BNP Paribas, as part of the refinancing of the bridge loan granted by the bank to JCDecaux Holding SASon June 15, 2017to financethe acquisitionof 11,285,465 Eurazeoshares. AGREEMENTS ALREADY APPROVEDBY THE SHAREHOLDERS’MEETING Agreementsapproved inprevious years a) that were implemented duringthe year None

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2019 UNIVERSAL REGISTRATION DOCUMENT