EURAZEO_REGISTRATION_DOCUMENT_2017

INFORMATION ON THE COMPANY AND THE SHARE CAPITAL Factors affecting a potential takeover bid

Factors affecting a potential takeover bid 6.6

BOARD AUTHORIZATION TO ISSUE BONUS SHARE WARRANTS IN THE EVENT OF A TAKEOVER BID The 39 th resolution subject to the approval of the Shareholders’ Meeting of April 25, 2018 (see Section 7.4, “Draft Resolutions”, of this Registration Document, p. 385), invites shareholders to renew the Executive Board’s authorization to issue bonus share warrants, in one or more transactions, in the event of a takeover bid targeting the shares of the Company, as initially granted by the Shareholders’ Meeting of May 11, 2017. These bonus share warrants would be allocated to all eligible shareholders before the expiry of the takeover bid, enabling them to subscribe to Company shares on preferential conditions. Pursuant to this authorization, the maximum number of share warrants that may be issued is equal to the number of shares outstanding at the time the warrants are issued. The maximum par value amount of the share capital increase that may result from the exercise of all warrants issued is €100 million (subject to potential adjustments). The Shareholders’ Meeting of May 11, 2017 granted the current authorization for a period of 18 months ending November 10, 2018. The renewal of this authorization by the Shareholders’ Meeting of April 25, 2018 is proposed under the same conditions, that is, for a maximum share capital increase amount resulting from the exercise of warrants reduced to €100 million and for a period of 18 months commencing the Shareholders’ Meeting and expiring October 24, 2019. LOAN AGREEMENT On June 27, 2014, Eurazeo entered into a €1 billion syndicated credit facility. As the two extension options have been accepted, this facility will mature on June 27, 2021. The documentation for this loan agreement includes the usual legal and financial commitments typical of such transactions. These provide the possibility for each bank to give notification of the termination of its commitment and require the early repayment of its share in the outstanding balance in the event of acquisition, directly or indirectly, of more than 50% of the share capital or voting rights of the Company by one or more individuals acting alone or in concert (other than members of the shareholders’ agreements reported to the French Financial Markets Authority (AMF) (1) ).

acting alone or in concert, or (ii) the dismissal by one or more third parties acting alone or in concert of more than half the members of Eurazeo’s Supervisory Board at the Company’s Shareholders’ Meeting. The implementation of the programs CarryCo Capital 2, CarryCo Brands, CarryCo Patrimoine 2 and CarryCo Croissance 3 will be done under the same conditions described above. EURAZEO PARTNERS In an effort to increase its third-party fund management activity, Eurazeo created two Luxembourg-registered private equity funds (SICAR): Eurazeo Partners SCA SICAR and Eurazeo Partners B SCA SICAR to invest alongside Eurazeo. These two companies are managed by Eurazeo Management Lux SA. The incorporation documents of these two companies, stipulate that a change in control of Eurazeo can lead to the dismissal of the fund manager. At meetings held on May 20, 2008, June 2, 2009, May 10, 2010, May 31, 2011, May 14, 2012, May 7, 2013, June 17, 2014, June 29, 2015, May 13, 2016, January 31, 2017 and January 31, 2018, the Executive Board decided to grant Company share purchase options, in accordance with the delegations granted by the Shareholders’ Meetings of May 3, 2007, May 7, 2010, May 7, 2013 and May 12, 2016 and the authorization granted by the Supervisory Board at its meetings of March 27, 2008, March 26, 2009, March 19, 2010, March 24, 2011, March 15, 2012, March 19, 2013, March 18, 2014, March 13, 2015, March 15, 2016, December 8, 2016 and March 8, 2018. As stipulated in the option agreement, such purchase options shall vest early and be exercisable immediately, under the following circumstances: the filing of a takeover bid targeting the Company’s shares (i) deemed compliant by the French Financial Markets Authority (AMF); the takeover of the Company involving: (i) a change in control (ii) within the meaning of Article L. 233-3 of the French Commercial Code; (ii) a change in the majority of members of the Supervisory Board at the same time and upon the initiative of a new shareholder or new shareholders acting in concert; or (iii) the direct or indirect ownership by a company of more than 30% of the Company’s voting rights, together with a change of more than 20% of the members of the Executive Board and the Supervisory Board over a nine-month period; the dismissal of more than half the members of the Company’s (iii) Supervisory Board by the Shareholders’ Meeting. In all of these cases, the options may only vest to the beneficiary and become immediately exercisable if he/she has received regular grants of share purchase or subscription options for more than two years. SHARE PURCHASE OPTIONS/ PREFERENCE SHARES

CO-INVESTMENT CONTRACTS

As part of the co-investment programs described in Section 3.5, p. 201 of the 2017 Registration Document, Eurazeo granted each beneficiary a put option covering all shares held by the beneficiary in CarryCo Croissance, CarryCo Croissance 2, CarryCo Capital 1, CarryCo Patrimoine and exercisable, in particular, during a period of 90 days following the occurrence of a Change in Control of Eurazeo defined as (i) the acquisition of control of Eurazeo by one or more third parties

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Shareholders’ agreements: (1) - Shareholders’ agreement between Michel David-Weill, Quatre Sœurs LLC (replacing the Michel David-Weill Trust 2001), the undivided estate of Michel David-Weill’s children, Constance Broz de Solages, Amaury de Solages, Jean-Manuel de Solages, Cynthia Bernheim (assuming the rights of Pierre-Antoine Bernheim), Alain Guyot and Hervé Guyot (AMF notice no. 211C0404). - Shareholders’ agreement between Eurazeo and JCDecaux Holding (AMF notice no. 217C1197).

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Eurazeo

2017 Registration document