Eurazeo / 2018 Registration document

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

Factors affecting a potential takeover bid 6.6

Pursuant to Article L. 225-37-5 of the French Commercial Code, the following items are likely to have an impact in the event of a takeover bid targeting the shares of the Company.

BOARD AUTHORIZATION TO ISSUE BONUS SHARE WARRANTS IN THE EVENT OF A TAKEOVER BID The 20 th resolution presented to the Shareholders' Meeting of April 25, 2019 (see Section 7.4, Presentation and Draft Resolutions, of this Registration Document, page 372), invites shareholders to renew the Executive Board's authorization to issue bonus share warrants, in one or more transactions, in the event of a takeover bid targeting the shares of the Company, as initially granted by the Shareholders' Meeting of April 25, 2018. These bonus share warrants would be allocated to all eligible shareholders before the expiry of the takeover bid, enabling them to subscribe to Company shares on preferential conditions. Pursuant to this authorization, the maximum number of share warrants that may be issued is equal to the number of shares outstanding at the time the warrants are issued. The maximum par value amount of the share capital increase that may result from the exercise of all warrants issued is €100 million (subject to potential adjustments). The Shareholders' Meeting of April 25, 2018 granted the current authorization for a period of 18 months ending October 24, 2019. The renewal of this authorization by the Shareholders’ Meeting of April 25, 2019 is proposed under the same conditions, that is, for a maximum share capital increase amount resulting from the exercise of warrants of €100 million and for a period of 18 months commencing the Shareholders’ Meeting and expiring October 24, 2020. LOAN AGREEMENT On June 27, 2014, Eurazeo entered into a €1 billion syndicated credit facility As the two extension options have been accepted, this facility will mature on June 27, 2021. The documentation for this loan agreement includes the usual legal and financial commitments typical of such transactions. These provide the possibility for each bank to give notification of the termination of its commitment and require the early repayment of its share in the outstanding balance in the event of acquisition, directly or indirectly, of more than 50% of the share capital or voting rights of the Company by one or more individuals acting alone or in concert (other than members of the shareholders' agreements reported to the French Financial Markets Authority (AMF), see Section 6.4.1 “Agreements reported to the AMF concerning Eurazeo shares” of the 2018 Registration Document, pages 348 et seq.).

CO-INVESTMENT CONTRACTS As part of the co-investment programs described in Section 3.5, page 204 of this Registration Document, Eurazeo granted each beneficiary a put option covering all shares held by the beneficiary in CarryCo Croissance, CarryCo Croissance 2, CarryCo Capital 1, CarryCo Patrimoine, CarryCo Capital 2 and CarryCo Patrimoine 2 and exercisable, in particular, during a period of 90 days following the occurrence 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. The CarryCo Patrimoine 2, CarryCo Brands and CarryCo Croissance 3 programs will be implemented under the same conditions as described above. EURAZEO PARTNERS In an effort to increase its third-party fund management activity, Eurazeo created two Luxembourg-registered private equity funds (SICAR): Eurazeo Partners SCA SICAR and Eurazeo Partners B SCA SICAR to invest alongside Eurazeo. These two vehicles are in liquidation. These companies are managed by Eurazeo Funds Management Luxembourg, which has been certified as an alternative investment fund manager by the Commission de Surveillance du Secteur Financier, the Luxembourg financial services regulator. The incorporation documents of these two companies, stipulate that a change in control of Eurazeo can lead to the dismissal of the fund manager. EURAZEO PME In order to develop its third-party fund management activity, Eurazeo PME created FPCI Eurazeo PME II-B and SLP Eurazeo PME III-B, to invest alongside the investments funds held by Eurazeo. Eurazeo PME, which has been certified as an alternative investment fund manager by the AMF, is the management company for these two funds. The incorporation documents of these two companies, stipulate that a change in control of Eurazeo can lead to the dismissal of the management company.

Eurazeo

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2018 Registration Document