EURAZEO_REGISTRATION_DOCUMENT_2017

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

by applying the Eurazeo performance conditions over a two-year • period commencing from the Performance Share grant date. Irrespective of the beneficiary’s choice regarding the performance condition application period, the Performance Shares will only vest after the vesting period provided for in the plan. EURAZEO CAPITAL II As part of its third-party fund management activity, Eurazeo created an investment fund, Eurazeo Capital II, in the form of a Luxembourg-registered special limited partnership, to syndicate a portion of its investments in the companies comprising its 2014-2017 investment portfolio. This company is managed by Eurazeo Capital II General Partner, a Luxembourg-registered limited liability company wholly-owned by Eurazeo. The Limited Partnership Agreement, which is the incorporating document, stipulates that the investment period for the additional investments will automatically end in the event of a change in control of Eurazeo defined as a hostile takeover (takeover bid for the entire share capital receiving a negative recommendation from the Supervisory Board) combined with the departure of more the half the members of the Executive Committee, in the absence of their replacement within six months. In addition, share purchase commitments have been given by Eurazeo and each of the members of the Executive Committee and the investment team providing notably for the purchase by Eurazeo of A and C shares in the event of a change in control of Eurazeo defined as (i) the acquisition of control of Eurazeo by one or more third parties 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.

Furthermore, the exercise of options will remain, where applicable, subject to the attainment of the performance conditions (as described in Section 7.1 of the 2017 Registration Document) in accordance with the following conditions, at the initiative of the beneficiary: within a two-month period of the event, by applying the Eurazeo (i) performance conditions over a period commencing from the option grant date and expiring on the date of the event; or from the expiry of the vesting period, by applying the Eurazeo (ii) performance conditions over a four-year period commencing from the grant date. With regards to the free grant of ordinary shares and preference shares (hereinafter “Performance Shares”) issued under the 2015, 2016, 2017 and 2018 share purchase option plans, the rules governing the Performance Share grant plans stipulate, in particular, that should one of the following events occur before the end of the vesting period: the filing of a takeover bid targeting the shares of the Company (iii) deemed compliant by the French Financial Markets Authority (AMF); the takeover of the Company involving: (i) a change in control (iv) 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 (v) Supervisory Board by the Shareholders’ Meeting. The vesting of the Preference Shares will remain, where applicable, subject to the attainment of the performance conditions in accordance with the following conditions, at the initiative of the beneficiary: by applying the Eurazeo performance conditions over a period • commencing from the Performance Share grant date and expiring on the date of the event, and this within two months of the event at the latest; or

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2017 Registration document

Eurazeo