EURAZEO_REGISTRATION_DOCUMENT_2017

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

Reasons justifying the commitment is in the Company’s interest: Virginie Morgon’s compensation conditions were reviewed in the context of her appointment as Chairwoman of the Executive Board and the renewal of her term of office as a member of the Executive Board from March 19, 2018. The Supervisory Board meeting of March 8, 2018, at the recommendation of the Compensation and Appointment Committee, decided to suspend Virginie Morgon’s employment contract and authorize an increase in her gross fixed compensation from €800,000 to €1,070,000 in respect of her duties as Chairwoman of the Executive Board, with effect from March 19, 2018. The Supervisory Board meeting of March 8, 2018, at the recommendation of the Compensation and Appointment Committee, extended, in the context of her office as Chairwoman of the Executive Board, the benefit of the relocation allowance granted to Virginie Morgon pursuant to her secondment to Eurazeo North America in respect of activities performed in the United States as President of Eurazeo North America. These items were covered by an amendment to her employment contract dated August 23, 2016 and valid for a period of two years, providing for an overall annual cap of €1 million borne by Eurazeo North America. The Supervisory Board decided to renew these benefits in kind from March 19, 2018 and up to September 1, 2020 at the latest, under the same conditions.

Fixed compensation of Philippe Audouin, CFO and member of the Executive Board holding an employment contract with the Company (Supervisory Board meeting of March 8, 2018) Person concerned: Philippe Audouin, CFO and member of the Executive Board Nature and terms:

The Supervisory Board meeting of March 8, 2018 authorized an increase in the fixed compensation of Philippe Audouin, member of the Executive Board holding an employment contract with the Company, to €500,000. The target variable compensation remains set for Executive Board members at 100% of fixed annual compensation corresponding to 100% attainment of objectives and potentially rising to 150% if objectives are exceeded. Reasons justifying the commitment is in the Company’s interest: Philippe Audouin’s compensation conditions were reviewed in the context of his appointment as Directeur Général Finances - CFO, of the Eurazeo Executive Board and the renewal of his term of office as a member of the Executive Board from March 19, 2018. This change in status did not impact the employment contract between Philippe Audouin and Eurazeo. Fixed compensation of Nicolas Huet, a member of the Executive Board holding an employment contract with the Company, fromMarch 19, 2018 (Supervisory Board meeting of March 8, 2018) Persons concerned: Nicolas Huet, member of the Executive Board from March 19, 2018 Nature and terms: The Supervisory Board meeting of March 8, 2018 appointed Nicolas Huet as a member of the Executive Board and set his compensation components. Nicolas Huet’s fixed compensation is unchanged at €450,000, gross. The target variable compensation remains set for Executive Board members at 100% of fixed annual compensation corresponding to 100% attainment of objectives and potentially rising to 150% if objectives are exceeded. Reasons justifying the commitment is in the Company’s interest: Nicolas Huet’s compensation components were set in the context of his appointment as a new member of the Executive Board with effect form March 19, 2018. This appointment as a member of the Executive Board will not lead to the suspension of the employment contract between Nicolas Huet and Eurazeo. Agreements and commitments authorized during the year In accordance with Article L. 225-88 of the French Commercial Code, we were informed of the following agreements and commitments previously authorized by the Supervisory Board. a) Agreement between Eurazeo and JCDecaux Holding and its amendment (Supervisory Board meetings of June 5 and October 17, 2017) Persons concerned: Jean-Charles Decaux (Chairman of JCDecaux Holding and member of the Eurazeo Supervisory Board and JCDecaux Holding, member of the Eurazeo Supervisory Board, represented by Emmanuel Russel). Nature and terms: Agreement: The Supervisory Board meeting of June 5, 2017 authorized the signature of an agreement between JCDecaux Holding and Eurazeo pursuant to the acquisition by the Decaux family of 15.4% of Eurazeo’s share capital, governing the transfer of shares and the governance associated with this stake (AMF notice no. 217C1197). The main principles of the agreement, signed on June 5, 2017, encompass the representation of the Decaux family on the Supervisory Board, the cap on their investment at 23% of Eurazeo’s share capital, a 36-month lock-up period and a right of negotiation and first refusal for Eurazeo. The agreement was concluded for a period of 10 years and is renewed automatically for two-year periods. Amendment: In addition, the Supervisory Board meeting of October 17, 2017 authorized the signature of an amendment to the agreement between JCDecaux Holding and Eurazeo dated June 5, 2017, authorizing the grant of a pledge by JCDecaux Holding over all or part of the Eurazeo shares held by Agreements with shareholders

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2017 Registration document

Eurazeo