EURAZEO_REGISTRATION_DOCUMENT_2017

SHAREHOLDERS’ MEETINGS Other Special Reports of the Statutory Auditors 7 Other Special Reports of the Statutory Auditors 7.7

STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR SECURITIES WITH OR WITHOUT SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS

Combined Shareholders’ Meeting of April 25, 2018 (31 st to 37 th resolutions)

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the Shareholders, In our capacity as Statutory Auditors of Eurazeo, and in accordance with Articles L. 228-92 and L. 225-135 et seq. of the French Commercial Code (Code de commerce), we hereby report to you on the proposed delegation of authority to the Executive Board to issue shares and/or securities granting access to the Company’s share capital, which is submitted to you for approval. On the basis of its report, the Executive Board asks shareholders to: delegate to the Executive Board, for a 26-month period from the date of this Shareholders’ Meeting and with the power to sub-delegate, the • authority to carry out the following transactions and set the final terms and conditions of the related issues and, where applicable, to cancel shareholders’ preferential subscription rights for: the issue, with shareholders’ preferential subscription rights (31 st resolution), of ordinary shares and/or securities granting access, • immediately or in the future, to the Company’s share capital, the issue by way of a public offer, with cancellation of shareholders’ preferential subscription rights (32 nd resolution), of ordinary shares • and/or securities granting access, immediately or in the future, to the Company’s share capital, it being specified that these securities may be issued as payment for shares tendered in a public exchange offer in accordance with the conditions set forth by Article L. 225-148 of the French Commercial Code, the issue by way of an offer pursuant to paragraph II of Article L. 411-2 of the French Monetary and Financial Code (Code monétaire et • financier) and within the limit of 10% of the share capital per year (33 rd resolution), with cancellation of shareholders’ preferential subscription rights, of ordinary shares and/or securities granting access, immediately or in future, to the Company’s share capital; authorize the Executive Board, pursuant to the 34 th resolution, within the framework of the authorizations conferred in the 32 nd and 33 rd • resolutions, to set the issue price within the limit of 10% of the share capital per year; delegate to the Executive Board, for a 26-month period from the date of this Shareholders’ Meeting, all powers necessary to issue ordinary • shares and/or securities granting access, immediately or in the future, to the Company’s share capital, to remunerate contributions in kind to the Company consisting of shares or securities granting access to share capital (36 th resolution), within the limit of 10% of the share capital at the time of the issue. According to the 37 th resolution, the aggregate par value amount of share issues that may be carried out, immediately or in the future, pursuant to the 31 st to 36 th resolutions may not exceed €100 million, it being specified that the aggregate par value amount of share capital increases that may be carried out in respect of the 31 st resolution may not exceed €100 million and that the aggregate par value amount of share capital increases that may be carried out in respect of the 32 nd , 33 rd and 36 th resolutions may not exceed €22 million. According to the 37 th resolution, the aggregate nominal amount of debt instruments that may be issued in respect of the 31 st to 36 th resolutions may not exceed €1 billion. These limits take into account the additional securities to be issued in application of the delegations of authority referred to in the 31 st , 32 nd , 33 rd and 34 th resolutions, in accordance with Article L. 225-135-1 of the French Commercial Code, in the event the shareholders adopt the 35 th resolution. It is the responsibility of the Executive Board to prepare a report in accordance with Articles R. 225-113 et seq. of the French Commercial Code. It is our responsibility to express an opinion on the fairness of the information taken from the financial statements, on the proposed cancellation of shareholders’ preferential subscription rights and on other information relating to these transactions, presented in this report. We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying the information provided in the Executive Board’s report relating to these transactions and the methods used to determine the issue price of the shares and/or securities to be issued. Subject to a subsequent examination of the terms and conditions of any proposed issues, we have no matters to report as regards the methods used to set the issue price of the securities to be issued given in the Executive Board’s report in respect of the 32 nd , 33 rd and 34 th resolutions. In addition, as this report does not specify the methods for setting the issue price of the securities to be issued pursuant to the 31 st and 36 th resolutions, we do not express an opinion on the selected items used to calculate this issue price Since the final terms and conditions of the issues have not been set, we do not express an opinion on them or consequently, on the proposed cancellation of shareholders’ preferential subscription rights proposed to shareholders in the 32 nd , 33 rd and 36 th resolutions. In accordance with Article R. 225-116 of the French Commercial Code, we will prepare an additional report if and when the Executive Board uses its delegations of authority to issue securities granting access to share capital or rights to the allocation of debt instruments, securities granting access to shares to be issued or shares without shareholders’ preferential subscription rights.

Neuilly-sur-Seine and Courbevoie, March 16, 2018 The Statutory Auditors

PricewaterhouseCoopers Audit Pierre Clavié

Mazars Emilie Loréal

402

2017 Registration document

Eurazeo