Eurazeo / 2018 Registration document

INFORMATION ON THE COMPANY AND THE SHARE CAPITAL Shareholders’ agreements

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 Decaux 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 terminated by either of the parties or terminated early in the event of certain amendments to the composition of the Supervisory Board. The parties stated that they did not act in concert. The French Financial Markets Authority (AMF) released to public 3. information the agreement entered into on April 20, 2018 between Rhône group and Eurazeo SE (the “ Rhône Agreement ”) (Decision and information notice no. 218C0805). The Rhône group partners (the “contributors”) are Robert F. Agostinelli, Steven Langman, Eytan A. Tigay, Franz-Ferdinand Buerstedde, Sylvain Héfès, Petter Johnsson, Gianpiero Lenza, Sebastien Mazella di Bosco, Jose Manuel Vargas, Allison Steiner and the entities Langman 2010 Descendants Trust and Generali Italie S.p.A. The main provisions of the Rhône Agreement are as follows: Governance: A representative of the contributors, Robert • Agostinelli, was appointed as a non-voting member on the Supervisory Board for an initial term of four years. This right will end if (i) Eurazeo ceases to hold a stake in Rhône group or (ii) the contributors together hold less than one-half of the total number of Eurazeo shares held at the acquisition completion date; Cap: For a period of ten years, the contributors undertake not to • increase, directly or indirectly, acting alone or in concert, their stake above that held at the acquisition completion date, subject to certain exceptions; Lock-up period: Subject to certain exceptions and unrestricted • disposals, the contributors undertake not to sell their Eurazeo shares or enter into a commitment to sell their Eurazeo shares until the later of (i) the first anniversary of the date at which at least 75% of financial commitments given in favor of the Rhône Fund V have been invested and (ii) the third anniversary of the Rhône Agreement;

Pre-emptive right/Right of first offer/Priority negotiating right: • Subject to certain exceptions and unrestricted disposals, the contributors undertake to comply with certain restrictions on the transfer of Eurazeo shares and to grant, depending on the number of shares sold and the transfer date, a pre-emptive right, a right of first offer or a priority negotiating right, up until the seventh anniversary of the end of the lock-up period. Unrestricted disposals: The aforementioned lock-up period and • restrictions on the transfer of shares will not apply to certain disposals and notably disposals to an affiliate, as part of a takeover bid, or following a change in control of Eurazeo not recommended by Eurazeo’s Supervisory Board. The Rhône 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 terminated by either of the parties with six months’ notice. Eurazeo and the contributors do not act in concert (however the contributors act in concert vis-à-vis Eurazeo, with the exception of the institutional contributors that are non-manager partners of Rhône) (Decision and information notice no. 218C0845). AGREEMENTS ENTERED INTO 6.4.2 BY EURAZEO Agreements entered into by Eurazeo and reported to the AMF AccorHotels Agreement A shareholders' agreement was signed on June 26, 2008 with ECIP Agree SARL, a Luxembourg-registered company formed for the purpose of syndicating the investment in AccorHotels held by Legendre Holding 19, which is controlled by Eurazeo. This agreement provides that in the event of disposal by Eurazeo of its shares, the investors would sell their shares to the third-party buyer on a pari passu basis with Eurazeo, in proportion to their investment in Legendre Holding 19. In addition, Eurazeo holds pre-emptive rights in the event of a third party offer on all or part of the Legendre Holding 19 shares held by one or several investors. This shareholders’ agreement was automatically terminated following the sale of the stake held by Legendre Holding 19 in Accor SA in March 2018 and the liquidation of ECIP Agree SARL in December 2018.

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2018 Registration Document