Eurazeo / 2018 Registration document

INFORMATION ON THE COMPANY AND THE SHARE CAPITAL Shareholders’ agreements

Shareholders’ agreements 6.4

6.4.1

SHAREHOLDERS’ AGREEMENTS REPORTED TO THE AMF CONCERNING EURAZEO SHARES

shares being added to the shares whose transfer is proposed for the purpose of exercising the right of first refusal. Where applicable, Eurazeo will have a second right of first refusal and will be entitled to replace any third party in exercising its right of first refusal. the aforementioned right of first refusal will not apply to certain • transfers of Eurazeo shares (subject to certain restrictions), including, in particular, transfers to an affiliate or gifts to a partner, spouse, ascendant or descendant, as well as transfers as part of a takeover bid or a restructuring transaction approved by a Eurazeo Shareholders’ Meeting. The 2018 Agreement was entered into for an initial period of five years and will be tacitly renewed at the end of this period for additional periods of three years, up to a maximum of three times, unless prior notice of termination is given by one of the parties. On expiry of the third tacit renewal period, the 2018 Agreement may be renewed solely by an express decision of the parties. The provisions of the 2010 Agreement currently in force remain unchanged. 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 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 to 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.

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 '' 2010 Agreement ”) (Decision and information notice no. 211C0404): The parties to the 2010 Agreement, which are considered to act in concert, are currently Michel David-Weill, the companies Quatre Sœurs LLC and Palmes CPM SA, Alain Guyot, Herve Guyot, Amaury de Solages, Jean-Manuel de Solages, Myriam de Solages, the company CB Eurazeo LLC, the undivided estate of Michel David-Weill's children and Cynthia Bernheim (assuming the rights of Pierre-Antoine Bernheim). The main provisions of the 2010 Agreement are as follows: a commitment to hold the Eurazeo shares owned by the • signatories to the 2010 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 2010 Agreement; a mechanism enabling the exclusion of any member that increases • its investment in Eurazeo, in violation of the commitments given in the 2010 Agreement; the option to withdraw early from the 2010 Agreement, subject to • prior notification of the remaining parties; and consultation between the parties to the 2010 Agreement prior to • exercising the voting rights conferred by the Eurazeo shares held. The 2010 Agreement reached the end of its initial term on December 31, 2013 and is now tacitly renewed for successive periods of three years. Pursuant to Article L. 233-11 of the French Commercial Code, the French Financial Markets Authority (AMF) released to public information, the following agreement (the ''2018 Agreement ”) (Decision and information notice no. 218C0715): The parties to the 2018 Agreement, which are considered to act in concert, are currently Michel David-Weill, the undivided estate of Michel David-Weill’s children, the companies Quatre Sœurs LLC, Palmes CPM SA and CB Eurazeo LLC, Amaury de Solages, Myriam de Solages and Jean-Manuel de Solages. The main provisions of the 2018 Agreement are as follows: consultation prior to all Eurazeo Shareholders’ Meetings, aimed at • agreeing the exercise of voting rights attached to shares held by parties to the 2018 Agreement; a commitment by the parties not to cause the 2018 Agreement to • exceed the 30% share capital and/or voting rights threshold; a proportional first right of first refusal in favor of other parties to • the 2018 Agreement. As an alternative to exercising this right of first refusal, the parties also have a prior entitlement to join the share transfer project by proposing to tag-along and transfer their Eurazeo shares under the same terms and conditions, with such

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Eurazeo

2018 Registration Document