EURAZEO_REGISTRATION_DOCUMENT_2017

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

JCDecaux Holding or that it comes to hold in the future, in favor of BNP Paribas pursuant to the refinancing of the bridge loan secured by JCDecaux Holding from BNP Paribas on June 15, 2017 to finance the acquisition of 11,285,465 Eurazeo shares. Reasons justifying the agreement is in the Company’s interest: The Agreement with JCDecaux Holding accompanies the entry of the Decaux family into Eurazeo’s share capital following the purchase of the entire 15.4% stake held by Crédit Agricole SA. In the Supervisory Board‘s opinion, this governance 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. b) Company commitments in respect of the term of office of Patrick Sayer, Chairman of the Executive Board until March 18, 2018 (Supervisory Board meeting of November 27, 2017) Person concerned: Patrick Sayer, Chairman of the Executive Board until March 18, 2018 Nature and terms: The Supervisory Board meeting of November 27, 2017, having decided not to renew the term of office of Mr. Patrick Sayer, duly noted that he was due to receive termination benefits in accordance with the conditions set by the Supervisory Board meeting of December 5, 2013, the principle and terms and conditions of which were approved by the Shareholders’ Meeting of May 7, 2014 (11 th resolution). The amount of termination benefits is determined based on 24-months’ full compensation (fixed and variable) paid during the last 12 months. Considering the impact of the Law of December 9, 2016 regarding the timetable for the payment of variable compensation, the Supervisory Board meeting of November 27, 2017 amended the provisions setting the calculation base to include, on departure, the bonus payable for fiscal year 2017, subject to the resolutive condition that it will be validated by the Shareholders’ Meeting of April 25, 2018. No amounts were paid during the year ended December 31, 2017. Reasons justifying the commitment is in the Company’s interest: In the Supervisory Board‘s opinion, the inclusion of the bonus for fiscal year 2017 in the termination benefit calculation base complied with the decision of the Supervisory Board meeting of December 5, 2013 and the Law of December 9, 2016 regarding the timetable for the payment of variable compensation justified the amendment of the provisions setting the calculation base. Company commitment in the context of the non-renewal of the term of office of Patrick Sayer as Chairman of the Executive Board (Supervisory Board meetings of November 27, 2017 and March 8, 2018) Person concerned: Patrick Sayer, Chairman of the Executive Board until March 18, 2018 Nature and terms: The Supervisory Board meeting of March 8, 2017 conferred full powers on the Chairman of the Supervisory Board to set the amount of Patrick Sayer’s termination benefits on March 19, 2018, based on the performance condition attainment rate in accordance with the performance conditions set by the Supervisory Board meeting of December 5, 2013 and approved by the Shareholders’ Meeting of May 7, 2014 (11 th resolution) and by the Supervisory Board meeting of November 27, 2014, which amended the calculation basis to take account of the bonus payable in respect of fiscal year 2017, subject to the resolutive condition that it will be validated by the Shareholders’ Meeting of April 25, 2018. This commitment had not been implemented as of the date of this report. Reasons justifying the commitment is in the Company’s interest: The Supervisory Board took due note that the date of termination of Patrick Sayer’s duties, March 18, 2018, was the date of the end of his term of office for the application of performance conditions and gave full powers to its Chairman to this effect. Variable compensation of members of the Executive Board holding an employment contract with the Company in respect of fiscal year 2017 (Supervisory Board meeting of March 8, 2018) Persons concerned: Virginie Morgon (Deputy Chief Executive Officer and member of the Executive Board until March 19, 2018) and Philippe Audouin (CFO and member of the Executive Board) Nature and terms: The Supervisory Board meeting of March 8, 2018, at the recommendation of the Compensation and Appointment Committee, set the variable compensation of each member of the Executive Board for fiscal year 2017 in accordance with the principles and criteria determined by the Supervisory Board meeting of March 16, 2017 and approved by shareholders on May 11, 2017 (8 th resolution). The variable compensation of the members of the Executive Board holding an employment contract in respect of fiscal year 2017 amounted to: Virginie Morgon: gross variable compensation of €1,012,275. Philippe Audouin: gross variable compensation of €480,831. Pursuant to the Law of December 9, 2016, the variable compensation will be paid after the Shareholders’ Meeting of April 25, 2018 asked to approve the above amounts. Other agreements with management

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2017 Registration document