Eurazeo / 2019 Universal Registration Document

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

Virginie Morgon (Chairwoman of the Executive Board) Insurance policyto coverher civil liability asChairwomanof the Executive Board. A. A senior executiveinsurance policydue to the suspension of her employmentcontract. B.

Should Virginie Morgon leave the Company before the end of the vesting period for the share purchase option or free performance share C. grant plans, any unvested rights will be lost, save in the event of a decision by the Supervisory Board to waive the obligation of presence, in which case the options and/or shares would not vest early and would remain subject to the lock-up period and the fulfillment of the performanceconditions. The use of a chauffeur-driven car in Paris, to be shared with other executives when Virginie Morgon is in New York, as well as D. the reimbursement of her business expenses. PHILIPPE AUDOUIN, CHIEF FINANCIAL OFFICER AND MEMBER OF THE EXECUTIVE BOARD Insurance policyto coverhis professionalliability as Chief Financial Officer. A. Should Philippe Audouin leave the Company before the end of the vesting period for the share purchase option or free performance share B. grant plans, any unvested rights will be lost, save in the event of a decision by the Supervisory Board to waive the obligation of presence, in which case the options and/or shares would not vest early and would remain subject to the lock-up period and the fulfillment of the performanceconditions. The useof a company caras well as the reimbursement of hisbusinessexpenses. C. NICOLAS HUET, MEMBER OF THE EXECUTIVE BOARD Should Nicolas Huet leave the Company before the end of the vesting period for the share purchase option or free performanceshare grant A. plans, any unvested rights will be lost, save in the event of a decision by the SupervisoryBoard to waive the obligation of presence, in which case the options and/or shares would not vest early and would remain subject to the lock-up period and the fulfillment of the performance conditions. The useof a company caras well as the reimbursement of hisbusinessexpenses. B. OLIVIER MILLET, MEMBER OF THE EXECUTIVE BOARD Should Olivier Millet leave the Company before the end of the vesting period for the share purchase option or free performanceshare grant A. plans, any unvested rights will be lost, save in the event of a decision by the SupervisoryBoard to waive the obligation of presence, in which case the options and/or shares would not vest early and would remain subject to the lock-up period and the fulfillment of the performance conditions. The useof a company caras well as the reimbursement of hisbusinessexpenses. B. Fixed compensation of Virginie Morgon, Chairwoman of the ExecutiveBoard as fromMarch 19, 2018 holding an employment contract with the Company until March 18,2018 (SupervisoryBoardmeetingof March 8,2018) PERSONS CONCERNED Virginie Morgon, Chairwomanof the ExecutiveBoard of Eurazeo. NATURE AND TERMS At its meeting of March 8, 2018, the Supervisory Board set the fixed compensationof Virginie Morgon, CEO of Eurazeo holding an employment contract, at the gross amount of €1,070,000 with effect as from March 19, 2018. Her variable compensation remains unchanged with a target annual bonus of 100% of her annual fixed compensation,correspondingto the fulfillment of 100% of the objectives, and up to 150% in the event objectives are exceeded. At its meeting of March 8, 2018, the Supervisory Board also authorized benefits in kind with a maximum annual limit of €1 millionto covera portionof her expatriationexpenses (housing,schooling, additional taxcost), associatedwith her moveto New York. Fixed compensation of Philippe Audouin, Chief Financial Officer andmemberof theExecutiveBoardholding an employment contract with the Company (SupervisoryBoard meetingof March 8, 2018) PERSONS CONCERNED Philippe Audouin (ChiefFinancialOfficer and memberof the ExecutiveBoard of Eurazeo) NATURE AND TERMS At its meeting of March 8, 2018, the SupervisoryBoard decided to increase the fixed compensationof Philippe Audouin, member of the Executive Board holding an employment contract, to a gross amount of €500,000. The target variable compensationwas aligned for the members of the ExecutiveBoard at 100% of the annual fixed compensation,correspondingto the fulfillmentof 100% of the objectives,and up to 150% of the fixed compensationin the event objectives are exceeded. PERSONS CONCERNED Fixed compensation of Nicolas Huet, member of theExecutiveBoard as from March 19, 2018 holding an employment contract withthe Company (SupervisoryBoard meetingof March 8,2018) PERSONS CONCERNED NicolasHuet, member of theExecutive Boardof Eurazeo. NATURE AND TERMS At its meeting of March 8, 2018, the Supervisory Board appointed Nicolas Huet as member of the Executive Board and set the components of his compensation.Nicolas Huet’s fixed compensationremains unchanged at a gross amount of €450,000. The target variable compensation was aligned for the members of the Executive Board at 100% of the annual fixed compensation, corresponding to the fulfillment of 100% of the objectives,and up to 150%of the fixedcompensationin the event objectives areexceeded. Variable compensation in respectof 2017 of membersof theExecutiveBoardholding an employmentcontract with the Company (Supervisory Board meetingof March 8,2018) PERSONS CONCERNED Virginie Morgon, CEO and member of the Executive Board of Eurazeo until March 18, 2018, and Philippe Audouin, Chief Financial Officer and memberof the Executive Board.

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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