EURAZEO_REGISTRATION_DOCUMENT_2017

SHAREHOLDERS’ MEETINGS Statutory Auditors’ Special Report on regulated agreements and commitments 7 Reasons justifying the commitments are in the Company’s interest:

The variable compensation of Executive Board members is determined based on principles and criteria set upstream each year by the Supervisory Board and rewards annual performance based on objective economic criteria and qualitative criteria, detailed in Section 3.2 of the Registration Document.

Set-up of the Carryco Capital II co-investment program (Supervisory Board meetings of November 27 and December 13, 2017) Persons concerned:

Patrick Sayer (Chairman of the Executive Board until March 18, 2018 and shareholder of CarryCo Capital II), Virginie Morgon (Deputy Chief Executive Officer of Eurazeo, member of the Executive Board and shareholder of CarryCo Capital II) and Philippe Audouin (CFO and member of the Eurazeo Executive Board and Managing Director of CarryCo Capital II). Nature and terms: The Supervisory Board meeting of December 31, 2017 authorized the set-up of a three-year program commencing June 2017 and comprising new investments performed in 2017: Traders Interactive, Europcar/Goldcar, Iberchem and WorldStrides, up to a maximum amount of €2.5 billion; Considering the impact of the investments on Patrick Sayer’s position, the Supervisory Board meeting of November 27, 2017 decided, with regards to investments performed by Eurazeo SE, the principle of time-apportioned vesting for transaction performed prior to his departure, on the deal-by-deal portion only. No amounts were paid during the year ended December 31, 2017. Reasons justifying the commitment is in the Company’s interest: For several years, Eurazeo has provided the members of the Executive Board and members of the investment team, either directly or through the companies grouping them together, with the opportunity to be associated with the risks and rewards of transactions performed by Eurazeo, through co-investment programs. The Supervisory Board noted the interest for the Company of this mechanism which aligns the interests of managers with those of shareholders. Set-up of the Brands co-investment program (Supervisory Board meeting of December 13, 2017) Persons concerned: Virginie Morgon (Deputy Chief Executive Officer and member of the Eurazeo Executive Board and shareholder of Brands) and Philippe Audouin (CFO and member of the Eurazeo Executive Board and Managing Director of Brands). Nature and terms: The Supervisory Board meeting of December 13, 2017 authorized the set-up of a four-year co-investment program commencing December 2017 for the Brands division, including notably the recently completed Nest deal, up to a maximum amount of US$800 million. No amounts were paid during the year ended December 31, 2017. Reasons justifying the commitment is in the Company’s interest: For several years, Eurazeo has provided the members of the Executive Board and members of the investment team, either directly or through the companies grouping them together, with the opportunity to be associated with the risks and rewards of transactions performed by Eurazeo, through co-investment programs. The Supervisory Board noted the interest for the Company of this mechanism which aligns the interests of managers with those of shareholders. Participation in the co-investment program set-up in Eurazeo PME (Supervisory Board meeting of December 13, 2017) Persons concerned: Virginie Morgon (Chairwoman of the Supervisory Board of Eurazeo PME and Deputy Chief Executive Officer and member of the Eurazeo Executive Board) and Philippe Audouin (member of the Supervisory Board of Eurazeo PME and CFO and member of the Eurazeo Executive Board). Nature and terms: The Supervisory Board meeting of December 13, 2017 authorized the participation of Executive Board members in the Eurazeo PME Carried program, i.e. Virginie Morgon and Philippe Audouin, who also sit on the Supervisory Board of Eurazeo PME. No amounts were paid during the year ended December 31, 2017. Reasons justifying the commitment is in the Company’s interest: For several years, Eurazeo has provided the members of the Executive Board and members of the investment team, either directly or through the companies grouping them together, with the opportunity to be associated with the risks and rewards of transactions performed by Eurazeo, through co-investment programs. The Supervisory Board noted the interest for the Company of this mechanism which aligns the interests of managers with those of shareholders. AGREEMENTS AND COMMITMENTS PREVIOUSLY APPROVED BY SHAREHOLDERS’ MEETING Agreements and commitments approved in prior years with continuing effect during the year a) In accordance with Article R. 225-57 of the French Commercial Code, we have been informed of the following agreements and commitments approved by the Shareholders’ Meeting in previous years and which remained in force during the year ended December 31, 2015.

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2017 Registration document

Eurazeo