Eurazeo North America Inc

ITEM 5: FEES AND COMPENSATION

Management Fee

Eurazeo SE and each applicable Eurazeo Fund Manager pay management fees to Eurazeo North
America for the advisory services provided in accordance with the relevant Advisory Agreement
(the “Advisory Fee”). The Advisory Fee is based on the operating expenses of Eurazeo North
America over the prior twelve months, plus a 10% margin. It is pro-rated for any period of less
than a full year based on the actual number of days elapsed, payable in U.S. dollars, and paid in
arrears. The Advisory Fee payable by Eurazeo SE and each applicable Eurazeo Fund Manager
is reviewed at least annually and may be amended to help ensure that it reflects an arm’s-length
return in accordance with OECD transfer pricing guidelines.

Advisory Fee Offset

In addition, Eurazeo North America may receive fees in connection with services provided to
certain portfolio companies in which Eurazeo SE, another Eurazeo Fund Manager and/or a Fund
has an investment including monitoring, consulting, or other services (the “Service Fees”). The
Advisory Fee is reduced on a dollar-for-dollar basis by the amount of Service Fees which are
fixed or based on a percentage of net revenue or similar performance metrics and paid in cash.
Eurazeo North America determines the amount and timing of such fees in its discretion, subject
to applicable contractual arrangements with transaction counterparties, portfolio company
stakeholders and other relevant parties.

Services agreements may include, among other terms, automatic renewal provisions and in
connection with an initial public offering or other disposition, Service Fees may continue to be
paid for so long as Eurazeo SE, another Eurazeo Fund Manager or a Fund continues to hold more

than a de minimis interest in the applicable portfolio company and Eurazeo North America or its
affiliates continue to provide services. Except as described with respect to fee offsets, Service
Fees are generally not disclosed to investors in the Funds.

To the extent a Service Fee relates to a Fund, co-investment vehicle or third-party investor that
does not pay an Advisory Fee, the portion of such Service Fee allocable to such non-fee-paying
party will be retained by Eurazeo North America and will not offset the Advisory Fee.

Eurazeo North America, in its sole discretion, may pay a portion of any Service Fee to third
parties, including consultants, advisors, finders, brokers, investors, co-investors or investment
banks. Such amounts are not required to be shared with the Funds or their investors, and any
portion of Service Fees paid to third parties will not reduce the Advisory Fee.

Eurazeo North America has in the past received, and may in the future receive, transaction-
related fees that it retains, which are expected to offset the Advisory Fee.

Expenses

Eurazeo North America and its affiliates may also be reimbursed for expenses incurred in
connection with providing services to the Funds, Eurazeo Fund Managers or their portfolio
companies including travel and travel-related expenses, meals and entertainment, and costs
associated with engaging third-party service providers even where such expenses also benefit
Eurazeo North America or its affiliates.

Reimbursed expenses are generally not considered Service Fees and do not reduce the Advisory
Fee. Because certain expenses are borne by a Fund or its portfolio companies, or reimbursed to
Eurazeo North America, Eurazeo North America may not seek the lowest-cost options when
incurring such expenses, which may adversely affect investor returns.

In addition, Eurazeo North America and its affiliates have discretion in determining whether
certain services are performed internally or by third-party service providers. To the extent such
services are outsourced, the associated costs will be borne by the Funds or their portfolio
companies, and such costs may supplement, rather than replace, services provided by Eurazeo
North America or its affiliates. In these circumstances, reimbursements are still required
regardless of any overlap in services provided by Eurazeo North America personnel.

Eurazeo North America bears its own operating costs in connection with services provided to
Eurazeo SE and the Eurazeo Fund Managers pursuant to the Advisory Agreement. Expenses
borne by the Funds are described in the Governing Documents of the applicable Fund.

ITEM 7: TYPES OF CLIENTS

Eurazeo North America’s direct clients are Eurazeo SE and certain Eurazeo Fund Managers.

The advisory services provided to these entities are indirectly utilized by the Funds.

The Funds are pooled investment vehicles organized as non-U.S. corporations, limited
partnerships, limited liability companies or similar entities under the laws of Luxembourg or
France. The Funds are offered to investors in reliance on applicable private offering
exemptions, including Regulation S under the Securities Act of 1933, as amended, and are
typically excluded from the definition of “investment company” under Sections 3(c)(1) and/or
3(c)(7) of the 1940 Act.

Investors in the Funds may include high net worth individuals, banks, thrift institutions, pension
and profit-sharing plans, sovereign wealth funds, trusts, estates, charitable organizations,
university endowments, corporations and other institutional investors.