EURAZEO_REGISTRATION_DOCUMENT_2017

SHAREHOLDERS’ MEETINGS Statutory Auditors’ Special Report on regulated agreements and commitments 7 In addition, we have been informed of the following agreements and commitments approved by Shareholders’ Meetings of previous years, which remained in force but were not implemented in the year ended December 31, 2016.

Other agreements with management iii) Company commitments relating to the terms of office of members of the Executive Board (Supervisory Board meeting of December 5, 2013) Persons concerned:

Patrick Sayer (Chairman of the Executive Board until March 18, 2018), Virginie Morgon (Deputy Chief Executive Officer and member of the Eurazeo Executive Board and Chairwoman of the Executive Board from March 19, 2018) and Philippe Audouin (CFO and member of the Executive Board) Nature and terms: At its meeting of December 5, 2013, the Supervisory Board authorized compensation and benefits of any kind for Executive Board members as part of the renewal of their terms of office as from March 19, 2014. Patrick Sayer, Chairman of the Executive Board until March 18, 2018 1. A supplementary defined-benefit pension plan which, if he reaches the end of his career while with Eurazeo within the meaning of the pension • plan, will entitle him to supplementary pension rights calculated based on the average compensation for the last 36 months (bonus included, limited to twice the fixed compensation of the beneficiary) and his length of service with Eurazeo, the pension being equal to 2.5% of the benchmark compensation per year of service, limited to 24 years. The compensation serving as the basis for the calculation of his pension (fixed and variable) is that received with respect to his term of office under the conditions set out in the plan. If his term of office is not renewed before March 19, 2018, the compensation paid with respect to his term of office will be taken into account to determine the benchmark compensation serving for the calculation of the pension. Similarly, all the years spent in the service of the Company, including those as Chairman of the Executive Board, will be taken into account to determine the length of service used for the calculation of the pension. A Company collective, defined-contribution pension plan. • In the event of non-renewal of his term of office, forced termination of his duties or forced departure before expiry of his term of office: • Patrick Sayer will be entitled to payment by Eurazeo of termination benefits equal to 24 months compensation calculated based on the total • compensation (fixed and variable) paid over the last 12 months. Termination benefits will include and be at least equal to the severance pay due under the collective agreement in the event of termination of the employment contract. Termination benefits will only be paid if the Company’s share price compared to the LPX index changes between the date of Patrick Sayer’s • last appointment and the date of the end of his term of office, as follows: if the Company’s share performance compared to that of the LPX index is equal to 100% or more, Patrick Sayer will receive 100% of his → termination benefits; if the Company’s share performance compared to that of the LPX index is equal to or less than 80%, Patrick Sayer will receive two-thirds → of his termination benefits; between these two limits, the termination benefits will be calculated on a proportional basis. → Patrick Sayer will not be entitled to termination benefits in the event of misconduct. Similarly, these termination benefits will not be paid if he • leaves Eurazeo on his own initiative to take up new duties or if he changes position within the Group or if he is eligible for a pension less than one month following the date of his departure. He will receive half of his termination benefits if he is eligible for a pension one to six months following the date of his departure. In any event, whatever the departure date, the termination benefits received may not exceed the compensation that he would have received for the remaining months to retirement. In the event of non-renewal of his term of office, Patrick Sayer will be entitled, under the employment agreement entered into on • January 1, 1995 with Gaz et Eaux, which remained in force through successive transfers within Eurazeo and has been suspended since May 15, 2002, the date on which he was appointed member of the Executive Board and Chairman, to compensation equal to his fixed compensation during the final year of his term of office. Virginie Morgon, Deputy Chief Executive Officer and member of the Eurazeo Executive Board and Chairwoman of the Executive Board 2. from March 19, 2018 A supplementary defined-benefit pension plan which, if she reaches the end of her career while with Eurazeo within the meaning of the • pension plan, will entitle her to supplementary pension rights calculated based on the average compensation for the last 36 months (bonus included, limited to twice the fixed compensation of the beneficiary) and her length of service with Eurazeo, the pension being equal to 2.5% of the benchmark compensation per year of service, limited to 24 years. A Company collective, defined-contribution pension plan. • In the event of resignation before March 19, 2018, Virginie Morgon will be bound by a non-compete obligation for a period of six months. In this • respect, she will receive a gross, monthly, compensatory allowance corresponding to 33% of the average monthly compensation paid during the last 12 months preceding the termination of the employment contract. If a termination benefit is paid with respect to this departure (as set out below), the combined total of the non-compete allowance and the termination benefit must not exceed the combined total of the fixed and variable compensation paid during the two years preceding departure. The Company reserves the right to choose not to implement this non-compete agreement. In the event of resignation before March 19, 2018, Virginie Morgon will also be bound by a non-solicitation obligation for a period of one year as • from the termination of her employment contract. In the event of dismissal before the expiry of her term of office, except for gross or willful misconduct: • Virginie Morgon will be entitled to the payment by Eurazeo of termination benefits equal to 18 months compensation calculated based on • the total compensation (fixed and variable) paid over the last 12 months. Termination benefits will include the compensation due under the collective agreement in the event of termination of the employment contract. Termination benefits will only be paid if the Company’s share price compared to the LPX index changes between the date of Virginie Morgon’s last appointment and the date of the end of her term of office, as follows: if the Company’s share performance compared to that of the LPX index is equal to 100% or more, Virginie Morgon will receive 100% of → her termination benefits;

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2017 Registration document

Eurazeo