Eurazeo / 2018 Registration document

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

by applying the Eurazeo performance conditions over a period • commencing from the Performance Share grant date and expiring on the date of the event, and this within two months of the event at the latest; or by applying the Eurazeo performance conditions over a two-year • period commencing from the Performance Share grant date. Irrespective of the beneficiary's choice regarding the performance condition application period, the Performance Shares will only vest after the vesting period provided for in the plan. EURAZEO CAPITAL III As part of its third-party fund management activity, Eurazeo created an investment fund, Eurazeo Capital III (formerly Eurazeo Capital II), in the form of a Luxembourg-registered special limited partnership, to syndicate a portion of its investments in the companies comprising its 2014-2017 investment portfolio. This company is managed by Eurazeo Funds Management Luxembourg, a Luxembourg-registered limited liability company wholly-owned by Eurazeo, which has been certified as an alternative investment fund manager by the Commission de Surveillance du Secteur Financier, the Luxembourg financial services regulator. The Limited Partnership Agreement, which is the incorporating document, stipulates that the investment period for the additional investments will automatically end in the event of a change in control of Eurazeo defined as a hostile takeover (takeover bid for the entire share capital receiving a negative recommendation from the Supervisory Board) combined with the departure of more the half the members of the Executive Committee, in the absence of their replacement within six months. In addition, share purchase commitments have been given by Eurazeo and each of the members of the Executive Committee and the investment team providing notably for the purchase by Eurazeo of A and C shares in the event 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. EURAZEO CAPITAL IV Under the Eurazeo Capital division’s fourth investment program, Eurazeo SE created a principal investment fund, Eurazeo Capital IV A and two supplementary funds, Eurazeo Capital IV C and Eurazeo Capital IV D, in the form Luxembourg-registered special limited partnerships, to syndicate investments performed by the Eurazeo Capital division since 2017 (that is Trader Interactive, Iberchem, Worldstrides and Albingia) and invest in new investments alongside Eurazeo. This company is managed by Eurazeo Funds Management Luxembourg, a Luxembourg-registered limited liability company wholly-owned by Eurazeo SE, which has been certified as an alternative investment fund manager by the Commission de Surveillance du Secteur Financier, the Luxembourg financial services regulator. The Limited Partnership Agreements, which are the incorporating document, stipulate that in the event of a change in control of Eurazeo SE defined as a hostile takeover (takeover bid for the entire share capital receiving a negative recommendation from the Supervisory Board) combined with the departure of (i) Virginie Morgon, Marc Frappier and Frans Tieleman or (ii) more than half the members of the group comprising Virginie Morgon, Marc Frappier, Frans Tieleman and the Managing Directors of Eurazeo Capital, the investment period will be automatically suspended and investors representing 50% of investment commitments for the relevant fund may either decide the end of the suspension or the termination of the fund investment period, or, if the fund investment period has already expired, the termination of the fund’s ability to perform additional investments in investments already performed. Similar undertaking to those described for Eurazeo Capital III were being finalized at the date of filing of this Registration Document.

SHARE PURCHASE OPTIONS/PREFERENCE SHARES

At meetings held on May 20, 2008, June 2, 2009, May 10, 2010, May 31, 2011, May 14, 2012, May 7, 2013, June 17, 2014, June 29, 2015, May 13, 2016, January 31, 2017, September 4, 2017, January 31, 2018 and February 5, 2019, the Executive Board decided to grant Company share purchase options, in accordance with the delegations granted by the Shareholders’ Meetings of May 3, 2007, May 7, 2010, May 7, 2013 and May 12, 2016 and the authorization granted by the Supervisory Board at its meetings of March 27, 2008, March 26, 2009, March 19, 2010, March 24, 2011, March 15, 2012, March 19, 2013, March 18, 2014, March 13, 2015, March 15, 2016, December 8, 2016, March 8, 2018 and December 6, 2018. As stipulated in the option agreement, such purchase options shall vest early and be exercisable immediately, under the following circumstances: the filing of a takeover bid targeting the Company's shares (i) deemed compliant by the French Financial Markets Authority (AMF); the takeover of the Company involving: (i) a change in control (ii) within the meaning of Article L. 233-3 of the French Commercial Code; (ii) a change in the majority of the Supervisory Board at the same time and upon the initiative of a new shareholder or new shareholders acting in concert; or (iii) the direct or indirect ownership by a company of more than 30% of the Company's voting rights, together with a change of more than 20% of the members of the Executive Board and the Supervisory Board over a nine-month period; the dismissal of more than half the members of the Company's (iii) Supervisory Board by the Shareholders' Meeting. In all of these cases, the options may only vest to the beneficiary and become immediately exercisable if he/she has received regular grants of share purchase or subscription options for more than two years. Furthermore, the excise of options will remain, where applicable, subject to the attainment of the performance conditions (as described in Section 7.1 of the 2018 Registration Document) in accordance with the following conditions, at the initiative of the beneficiary: within a two-month period of the event, by applying the Eurazeo (i) performance conditions over a period commencing from the option grant date and expiring on the date of the event; or from the expiry of the vesting period, by applying the Eurazeo (ii) performance conditions over a four-year period commencing from the grant date. With regards to the free grant of ordinary shares and preference shares (hereinafter “Performance Shares”) issued under the 2015, 2016, 2017, 2018 and 2019 share purchase option plans, the rules governing the Performance Share grant plans stipulate, in particular, that should one of the following events occur before the end of the vesting period: the filing of a takeover bid targeting the shares of the Company (iii) deemed compliant by the French Financial Markets Authority (AMF); the takeover of the Company involving: (i) a change in control (iv) within the meaning of Article L. 233-3 of the French Commercial Code; (ii) a change in the majority of members of the Supervisory Board at the same time and upon the initiative of a new shareholder or new shareholders acting in concert; or (iii) the direct or indirect ownership by a company of more than 30% of the Company's voting rights, together with a change of more than 20% of the members of the Executive Board and the Supervisory Board over a nine-month period; the dismissal of more than half the members of the Company's (v) Supervisory Board by the Shareholders' Meeting. The vesting of the Preference Shares will remain, where applicable, subject to the attainment of the performance conditions in accordance with the following conditions, at the initiative of the beneficiary:

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Eurazeo

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2018 Registration Document