Eurazeo / 2018 Registration document

INFORMATION ON THE COMPANY AND THE SHARE CAPITAL Transactions in the Company’s shares

DESCRIPTION OF THE 2019 6.5.2 BUYBACK PROGRAM SUBJECT TO THE APPROVAL OF THE

Sales of shares in fiscal year 2018 C. During fiscal year 2018, due to the exercise of Eurazeo share purchase options and the delivery of free shares, Eurazeo sold 972,744 shares at an average price of €26.19 per share, representing a total of €25,472,799.60. During fiscal year 2018, a total of 758,252 shares at an average price of €70.78 per share and a disposal price of €53,671,474.80 were sold by Kepler Cheuvreux acting on behalf of Eurazeo under a liquidity contract for market-making purposes. D. During fiscal year 2018, Eurazeo bought back 1,551,858 shares at an average price of €63.33 per share and a total cost of €98,285,498.37, directly on the market. Eurazeo also bought back 834,400 shares at an average price of €70.84 per share and a total cost of €59,109,439.35 under a liquidity contract. Eurazeo did not use derivative instruments to purchase shares during this period. E. During fiscal year 2018, Eurazeo did not decide the reallocation of any shares purchased under the share buyback program. Share buyback details Potential reallocations

SHAREHOLDERS’ MEETING OF APRIL 25, 2019 IN ACCORDANCE WITH ARTICLES 241-2 AND 241-3 OF THE AMF’S GENERAL REGULATIONS

The 15 th resolution presented to the Shareholders' Meeting of April 25, 2019 (see Section 7.4, Presentation and Draft Resolutions, of this Registration Document, page 378), invites shareholders to adopt a share buyback program in accordance with the provisions of Article L. 225-209 of the French Commercial Code. As of December 31, 2018, the Company directly owned 2,354,845 shares, representing 3.08% (1) of its share capital. In accordance with prevailing laws and regulations, these shares do not confer dividend or voting rights. Eurazeo's subsidiaries do not own any Eurazeo shares, either directly or indirectly. The Company plans to cancel 281,199 of these 2,354,845 shares. 118,925 shares were purchased on behalf of Eurazeo under the liquidity contract and 1,954,721 shares are allocated for grant to holders of share purchase options or as free shares to employees or corporate officers of the Company and/or its subsidiaries. In accordance with prevailing regulations and professional market practices as approved by the French Financial Markets Authority (AMF), and as set out in the 15 th resolution presented to the Shareholders' Meeting of April 25, 2019, the buyback program covers: canceling shares, in accordance with the authorization granted to 1. the Executive Board at the Extraordinary Shareholders' Meeting; market-making in the Company's shares under a liquidity contract 2. with an independent investment service provider, in accordance with the French Financial Markets Authority's Code of Ethics; granting shares to employees and corporate officers of the 3. Company and/or of companies either related to Eurazeo or which will be related to it in the future, as allowed by law, particularly with respect to exercising purchase options, granting free shares or profit sharing; remitting or exchanging shares when the rights attached to debt 4. instruments that entitle holders to receive Eurazeo shares are exercised; undertaking any other transaction approved or recognized by the 5. law and/or the Financial Markets Authority (AMF) and any goals consistent with prevailing regulations. The Company may also use this authorization with a view to retaining or using shares in exchange or as payment for potential future acquisitions. These objectives are the same as those set out in the previous share buyback program approved by the 29 th resolution adopted by the Shareholders' Meeting of April 25, 2018. The full text of the 29 th resolution adopted by the Shareholders' Meeting of April 25, 2018 can be found on page 379 of the 2017 Registration Document (no. D. 18-0151) filed with the French Financial Markets Authority (AMF) on March 20, 2018.

F. Eurazeo cancelled 1,488,037 shares in fiscal year 2018.

Cancellation of shares by Eurazeo

In accordance with prevailing law and in light of the number of shares already cancelled, Eurazeo may cancel 6.98% of its share capital as of December 31, 2018.

Brokerage fees G. The Company spent €76,904.41, excluding VAT, on brokerage fees in respect of its share buyback program in fiscal year 2018.

Based on 76,542,849 shares outstanding as of December 31, 2018. (1)

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Eurazeo

2018 Registration Document