EURAZEO_REGISTRATION_DOCUMENT_2017

GOVERNANCE Commitments under co-investment plans

Commitments under co-investment plans 3.5

The percentage was increased to 12% from June 2017 and will concern the CarryCo Capital 2, CarryCo Brands, CarryCo Patrimoine 2 and CarryCo Croissance 3 programs. The following plans have been settled since the introduction of the principle of co-investment by the investment teams and Executive Board members: the first plan covering investments performed during the period • 2003-2004 was settled in 2007, as disclosed in the 2007 Registration Document; the second plan covering investments performed during the • period 2005-2008 did not attain the 6% preferential return reserved for Eurazeo, leading to the loss of amounts invested by the investment teams; the third plan covering investments performed during the period • 2009-20011 was settled at the end of 2016/beginning of 2017, as disclosed in the 2016 Registration Document. Eurazeo teams have invested a total of €9,465 thousand in programs opened since 2012, including €3,981 thousand invested by members of the Executive Board.

In line with standard investment fund practice, Eurazeo has created a “co-investment” plan for the members of the Executive Board and investment teams (“the beneficiaries”). Under the agreements entered into by Eurazeo and these individuals and in accordance with the decisions validated by the Supervisory Board, the latter could be entitled, for a given investment portfolio, in return for a capital investment by them and after the minimum preferential return guaranteed to Eurazeo of 6% per annum (the ‘‘hurdle”), to a share of any net aggregate capital gain realized on the investments concerned following disposal of the last investment of up to 10% or 12% depending on the program. Similar mechanisms were entered into with Eurazeo Capital II and Eurazeo PME III B investors. Since 2012, the co-investment programs have been structured around a variable capital company grouping together Eurazeo (95% of the share capital) and private individual investors (holding the remaining 5% of the share capital). These “CarryCo” companies participate in each investment performed by Eurazeo in the amount of 10%. For investments performed since 2014, the program includes a component calculated on a deal by deal basis. This personal co-investment by management and teams is paid in cash to Eurazeo at the time of each investment and may be lost in full if Eurazeo does not recover the funds invested.

3

CarryCo Croissance 2012-2013

CarryCo Capital 1

CarryCo Croissance 2

CarryCo Patrimoine 2015-2018

Invested amounts

2014-2017 1,452,200

2015-2018

Total

Position *

(In euros)

Patrick Sayer

Chief Executive Officer

56,000 42,000

125,578 101,820 227,398

217,486 176,340 393,826

1,851,264 1,481,920 3,333,184

Virginie Morgon

Deputy CEO

1,161,760

Sub-total

98,000 2,613,960

Other Executive Board member

19,250

508,270

44,122

76,414

648,056

Sub-total Executive Board members

117,250 3,122,230

271,520 407,280 678,800

470,240 3,981,240

Other beneficiaries

232,750

4,138,770

705,360

5,484,160

TOTAL

350,000 7,261,000

1,175,600 9,465,400

*

As of December 31, 2017.

In view of the terms and conditions of co-investment contracts, the period of time (with the exception of the 2012-2013 Croissance main characteristics of which are described in Note 17 to the Company program which is not currently expected to produce a gain) and the financial statements in this Registration Document, it may be deduced future crossing of the 6% annual hurdle is currently uncertain, the final that, as the investments involved have only been held for a short value cannot be estimated at this time.

201

Eurazeo

2017 Registration document