EURAZEO_REGISTRATION_DOCUMENT_2017

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

Agreements with shareholders

i) None.

Agreements with companies with executives in common ii) Free share rebilling agreement between Eurazeo and Eurazeo PME (Supervisory Board meeting of March 19, 2013) 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: At its meeting of March 19, 2013, the Supervisory Board authorized, pursuant to the approval by Eurazeo’s Executive Board of a free share grant plan for employees and corporate officers of Eurazeo and Eurazeo PME, the rebilling to Eurazeo PME of the costs of implementing the plan and particularly the costs associated with buying back the Eurazeo shares to be granted to beneficiaries at the end of the vesting period. The Supervisory Board also authorized all subsequent agreements with the same purpose and concerning costs relating to any grant of share subscription or purchase options. An amount of €280,843.61 was billed by Eurazeo to Eurazeo PME in respect of the year ended December 31, 2017. iii) Fixed compensation of Philippe Andouin, CFO and member of the Executive Board holding an employment contract with the Company (Supervisory Board meeting of December 15, 2015) Person concerned: Philippe Audouin, CFO and member of the Executive Board Nature and terms: At its meeting of December 15, 2015, the Supervisory Board authorized an increase in the fixed compensation of Philippe Audouin, member of the Executive Board holding an employment contract with the Company, from January 1, 2016. Philippe Audouin’s annual fixed compensation for 2016 was €475,000. Other agreements with management Agreements with companies with executives in common ii) Set-up of the 2012-2013 and 2014-2018 co-investment programs (Supervisory Board meetings of December 5, 2013 and March 18, 2014) Persons concerned: Patrick Sayer (Chairman of the Eurazeo Executive Board until March 18, 2018 and Chairman of CarryCo Capital 1 and CarryCo Croissance), Virginie Morgon (Deputy Chief Executive Officer and member of the Eurazeo Executive Board and Chairwoman of the Executive Board from March 19, 2018 and shareholder of CarryCo Capital 1 and CarryCo Croissance) and Philippe Audouin (CFO and member of the Eurazeo Executive Board and Managing Director of CarryCo Capital 1 and CarryCo Croissance). Nature and terms: At its meetings of December 5, 2013 and March 18, 2014, the Supervisory Board authorized the signature of contracts to be entered into with members of the Executive Board and members of the investment team, either directly or through the companies grouping them together. Investment protocols were signed on November 28 and December 23, 2014 primarily between Eurazeo, members of the Executive Board and members of the investment team, to enable the implementation of co-investment programs in respect of investments made by Eurazeo in 2012 and 2013 (through CarryCo Croissance), and to be implemented between 2014 and 2018 (through CarryCo Capital 1). No amounts were paid to members of the Executive Board in the year ended December 31, 2017. Set-up of the 2015-2018 co-investment programs (Supervisory Board meetings of June 16 and July 30, 2015) Persons concerned: Patrick Sayer (Chairman of the Eurazeo Executive Board until March 18, 2018, Chairman of CarryCo Croissance 2 and shareholder of Carryco Patrimoine), Virginie Morgon (Deputy Chief Executive Officer and member of the Eurazeo Executive Board and Chairwoman of the Executive Board from March 19, 2018 and shareholder of Carryco Croissance 2 and Carryco Patrimoine) and Philippe Audouin (CFO and member of the Eurazeo Executive Board and shareholder of Carryco Croissance 2 and Carryco Patrimoine). Nature and terms: At its meetings of June 16, 2015 and July 30, 2015, the Supervisory Board authorized the signature of contracts to be entered into with members of the Executive Board and members of the investment team, either directly or through the companies grouping them together. Investment protocols were signed on June 29, 2015 and July 30, 2015 primarily between Eurazeo, members of the Executive Board and members of the investment team, to enable the implementation of co-investment programs in respect of investments to be performed between 2015 and 2018 (through CarryCo Croissance 2 and CarryCo Patrimoine). No amounts were paid to members of the Executive Board in the year ended December 31, 2017. without effect during the year Agreements with shareholders b) i) None.

7

397

Eurazeo

2017 Registration document