Eurazeo / 2018 Registration document

INFORMATION ON THE COMPANY AND THE SHARE CAPITAL Information on the share capital

Information on the share capital 6.2

NUMBER OF SHARES 6.2.1 As of December 31, 2018, the Company has a share capital of €233,455,700, comprising 76,542,849 fully paid-up shares of the same class. There are two classes of share: 76,518,341 class A shares (“A Shares”) which are ordinary shares; • 24,508 class B shares (“B Shares”), which are preference shares • issued pursuant to Articles L. 228-11 et seq. of the French Commercial Code. SECURITIES GRANTING ACCESS 6.2.2 TO THE SHARE CAPITAL As of December 31, 2018, there are no securities granting access to the share capital and voting rights of the Company other than those detailed in Section 7.2 of this Registration Document. The 22 nd resolution adopted by the Shareholders' Meeting of May 12, 2016, authorizes the Executive Board, up to July 11, 2019, to grant options to subscribe for new shares or to purchase existing shares up to a maximum amount of 3% of the share capital. Within the abovementioned limit, the total number of options that may be granted to corporate officers of the Company cannot give beneficiaries the right to subscribe to or purchase shares representing more than 1.5% of share capital at the grant date. The Shareholders' Meeting of April 25, 2019 (17 th resolution) is asked to renew this authorization for a period of 38 months commencing the date of the Shareholders' Meeting, i.e. until June 24, 2022, up to a maximum of 1.5% of the share capital. Within the abovementioned limit, the total number of options that may be granted to corporate officers of the Company cannot give beneficiaries the right to subscribe to or purchase shares representing more than 0.75% of share capital at the grant date.

The 23 rd resolution adopted by the Shareholders' Meeting of May 12, 2016, authorizes the Executive Board, up to July 11, 2019, to grant free shares to employees and corporate officers of the Company and/or its affiliates. The total number of free shares granted cannot exceed 1% of the share capital on the day of the Executive Board's decision. Within the above ceiling, the number of free shares granted to corporate officers of the Company cannot represent more than 0.5% of the share capital on the day of the Executive Board's decision. The Shareholders' Meeting of April 25, 2019 (18 th resolution) is asked to renew this authorization for a period of 38 months commencing the date of the Shareholders' Meeting, i.e. until June 24, 2022, up to a maximum of 1.5% of the share capital on the day of the Executive Board's decision. Within the above ceiling, the number of free shares granted to corporate officers of the Company may not represent more than 0.75% of the share capital on the day of the Executive Board's decision. The 39 th resolution adopted by the Shareholders’ Meeting of April 25, 2018 authorizes the Executive Board, in the event of a takeover bid targeting the Company's shares, to issue bonus share warrants to the Company's shareholders. This authorization was granted for a period of 18 months commencing the date of the Shareholders' Meeting, i.e. until October 24, 2019. The Shareholders' Meeting of April 25, 2019 (20 th resolution) is asked to renew this authorization for a period of 18 months commencing the date of the Shareholders' Meeting, i.e. until October 24, 2020.

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Eurazeo

2018 Registration Document