EURAZEO_REGISTRATION_DOCUMENT_2017

SHAREHOLDERS’ MEETINGS Statutory Auditors’ Special Report on regulated agreements and commitments 7 Statutory Auditors’ Special Report on regulated 7.6 agreements and commitments

This is a free translation into English of the Statutory Auditors’ Special Report on regulated agreements and commitments 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 auditing standards applicable in France. To the Shareholders, In our capacity as Statutory Auditors of Eurazeo SE, we hereby report to you on regulated agreements and commitments. It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of the agreements and commitments that have been disclosed to us or that we may have identified as part of our engagement, as well as the reasons justifying that such agreements and commitments are in the Company’s interest, without commenting on their relevance or substance or identifying any undisclosed agreements or commitments. 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 and commitments are appropriate and should be approved. Where applicable, it is also our responsibility to provide shareholders with the information required by Article R. 225-58 of the French Commercial Code in relation to the implementation during the year of agreements and commitments already approved by the Shareholders’ Meeting. We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying that the information given to us is consistent with the underlying documents. AGREEMENTS AND COMMITMENTS SUBMITTED TO THE APPROVAL OF THE SHAREHOLDERS’ MEETING Agreements and commitments authorized since the year end We have been informed of the following agreements and commitments authorized by the Supervisory Board since the year end. Michel David-Weill, Chairman of the Eurazeo Supervisory Board and signatory of the agreement in his own name and as the representative of the undivided estate of Michel David-Weill’s children and Olivier Merveilleux du Vignaux, member of the Eurazeo Supervisory Board and representative of Palmes CPM SA Nature and terms: The Supervisory Board meeting of March 8, 2018 authorized the signature of a shareholders’ agreement bringing together certain of the parties to the 2010 Agreement (Concert), presented in AMF notice no. 211C0404 published on April 4, 2010. Accordingly, Michel David-Weill, the undivided estate of Michel David-Weill’s children, the companies Quatre Sœurs LLC and Palmes CPM SA, Amaury de Solages, Myriam de Solages, Jean-Manuel de Solages and Constance Broz de Solages came together with Eurazeo to strengthen the rules governing their relations within Eurazeo. In addition to the 2010 Agreement, which remains in full effect, the parties commit to a new strengthened agreement in order to regulate (i) the use of voting rights attached to their shares prior to any Shareholders’ Meeting, (ii) the acquisition of Eurazeo shares and (iii) the disclosure of and procedures relating to the transfer of shares (right of first refusal). This 2018 Agreement is concluded for a period of five years and will be renewed automatically for successive three-year periods up to a maximum of three times. Reasons justifying the agreement is in the Company’s interest: In the Supervisory Board‘s opinion, this new strengthened agreement is consistent with the aim of long-term shareholder commitment founded on a stable core of entrepreneurial and family shareholders and compliance with the values of independence and long-term value creation. Agreements with shareholders a) Authorization of the agreement between Eurazeo and certain members of the Concert (Supervisory Board meeting of March 8, 2018) Persons concerned:

Other agreements with management b) Set-up of a co-investment program, Carryco Patrimoine 2, for a maximum amount of €600 million (Supervisory Board meeting of March 8, 2018) Persons concerned:

Virginie Morgon (Deputy Chief Executive Officer and member of the Executive Board and Chairwoman of the Executive Board from March 19, 2018), Philippe Audouin (CFO and member of the Executive Board), Nicolas Huet and Olivier Millet (members of the Executive Board from March 19, 2018) Nature and terms: The Supervisory Board meeting of March 8, 2018 authorized the signature of contractual documents with members of the Executive Board and members of the investment team, either directly or through the companies grouping them together, to enable the set-up of a co-investment program carrying investments to be performed by Eurazeo between 2018 and 2022. The maximum amount of the co-investment program is €600 million over 4 years.

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2017 Registration document

Eurazeo