EURAZEO_REGISTRATION_DOCUMENT_2017

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INFORMATION ON THE COMPANY AND THE SHARE CAPITAL Shareholders’ agreements

Shareholders’ agreements 6.4

6.4.1

AGREEMENTS REPORTED TO THE AMF CONCERNING EURAZEO SHARES

its two representatives. JCDecaux Holding undertakes to seek the resignation of its representatives on the Supervisory Board should its investment fall below 5% of the share capital and voting rights of Eurazeo, except in cases where it has taken no action. Cap: JCDecaux Holding undertakes not to actively increase, • directly or indirectly, its investment above 23% of Eurazeo’s share capital and not to acquire or exercise voting rights above the voting rights (in the case of double voting rights) attached to 23% of Eurazeo’s share capital. This commitment will be lifted, subject to certain conditions, in the event of a takeover bid targeting Eurazeo’s shares or should a third party come to hold (alone or in concert) more than 23% of Eurazeo’s share capital. Lock-up period: With the exception of the unrestricted disposals • referred to below, JCDecaux Holding undertakes not to sell its Eurazeo shares or enter into a commitment to sell its Eurazeo shares during a period of thirty-six months. Priority negotiating right/First refusal right: At the end of the • lock-up period and subject to certain exceptions and to enable Eurazeo to continue to satisfy its independence objective, JCDecaux Holding agreed the implementation of a priority process organized with Eurazeo consisting in the presentation of one or more acquisition offers for shares that JCDecaux Holding may wish to sell. If at the end of this process, JCDecaux Holding notifies Eurazeo of the price at which it wishes to sell its shares, Eurazeo may exercise a first refusal right at a price at least equal to that proposed by JCDecaux Holding. If this first refusal right is exercised, JCDecaux Holding will be required to sell the shares in question to Eurazeo or a third party selected by Eurazeo. Unrestricted disposals: So-called “unrestricted disposals” to an • affiliate or as part of a takeover bid (subject to certain restrictions) or a restructuring transaction approved by a Eurazeo Shareholders’ Meeting, will not be subject to the lock-up commitment or the priority negotiating right or first refusal right measures. Exclusivity: As long as JCDecaux Holding has one or more • representatives on the Eurazeo Supervisory Board pursuant to the agreement, JCDecaux Holding undertakes, subject to certain exceptions, on its own behalf and that of its corporate officers and employees, not to hold management positions in or be a member of the governance bodies of investment companies or funds that are Eurazeo’s competitors. The Decaux Agreement was entered into for an initial period of ten years and will be tacitly renewed at the end of this period for additional periods of two years, unless discontinued by either of the parties or terminated early in the event of certain amendments to the composition of the Supervisory Board. The parties declared that they did not act in concert. AGREEMENTS ENTERED INTO 6.4.2 BY EURAZEO Agreements entered into by Eurazeo and reported to the AMF AccorHotels Agreement On May 4, 2008, Legendre Holding 19 SAS (a subsidiary of Eurazeo) and Colony Capital (through ColDay) entered into a shareholders’ agreement pertaining to their investments in AccorHotels, in conjunction with the joint action resulting from the memorandum of understanding signed on January 27, 2008 (AMF notice no. 208C0875).

Pursuant to Article L. 233-11 of the French Commercial Code, the 1. French Financial Markets Authority (AMF) released to public information, the following agreement (the ‘‘Agreement”) (Decision and information notice no. 211C0404): The parties to the Agreement, which are considered to act in concert, are currently Michel David-Weill, Quatre Sœurs LLC, Palmes CPM SA, Alain Guyot, Hervé Guyot, Amaury de Solages, Jean-Manuel de Solages, Constance Broz de Solages, the undivided estate of Michel David-Weill’s children and Cynthia Bernheim (assuming the rights of Pierre-Antoine Bernheim). The main provisions of the Agreement are as follows: a commitment to hold the Eurazeo shares owned by the • signatories to the Agreement; a commitment by each of the parties not to increase their • respective investments in Eurazeo, except (i) the acquisition of share capital and/or voting rights on the payment of dividends in shares, on the grant of bonus shares or as a result of a share split, (ii) any other acquisition of share capital and/or voting rights after prior confirmation that the proposed acquisition does not result in the concert crossing the legal threshold for the mandatory filing of a public offer or (iii) where the withdrawal of a party from the concert is reported beforehand to the French Financial Markets Authority (AMF), the other parties are informed, and the party withdraws from the Agreement; a mechanism enabling the exclusion of any member that • increases its investment in Eurazeo, in violation of the commitments given in the Agreement; the option to withdraw early from the Agreement, subject to • prior notification of the remaining parties; and consultation between the parties to the Agreement prior to • exercising the voting rights conferred by the Eurazeo shares held. This Agreement reached the end of its initial term on December 31, 2013 and is now tacitly renewed for successive periods of three years. Moreover, certain parties of the Agreement have agreed to enter into a strengthened agreement pursuant to the 6th resolution presented to the Shareholders' Meeting of April 25, 2018. As of the date of filing of this Registration Document, this strengthened agreement has not yet been signed and will be detailed at a subsequent date. Pursuant to Article L. 233-11 of the French Commercial Code, the 2. French Financial Markets Authority (AMF) released to public information the agreement entered into on June 5, 2017 between JCDecaux Holding SAS and Eurazeo SE (the “Decaux Agreement”) (Decision and information notice no. 217C1197). An amendment dated December 7, 2017 was also entered into and published with the AMF (Decision and Information notice no. 217C2898): The main provisions of the Decaux Agreement are as follows: Governance: Two JCDecaux Holding representatives will be • proposed as members of Eurazeo’s Supervisory Board and of certain of the Supervisory Board committees throughout the term of the Agreement. Should JCDecaux Holding’s investment fall below 10% of the share capital and voting rights of Eurazeo after March 1, 2019, except in cases where it has taken no action, JCDecaux Holding undertakes to seek the resignation of one of

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2017 Registration document

Eurazeo