Eurazeo / 2018 Registration document

SHAREHOLDERS’ MEETING Agenda

Agenda 7.3

RESOLUTIONS BEFORE THE ORDINARY SHAREHOLDERS’ MEETING Approval of the Company financial statements for the year ended 1. December 31, 2018. Allocation of net income and dividend distribution. 2. Approval of the consolidated financial statements for the year 3. ended December 31, 2018. Approval of agreements and commitments governed by 4. Article L. 225-86 of the French Commercial Code. Renewal of the term of office of Françoise Mercadal-Delasalles as a 5. member of the Supervisory Board. Approval of the principles and criteria for determining, allocating 6. and awarding the fixed, variable and exceptional components of total compensation and benefits of all kind, that may be awarded to members of the Supervisory Board. Approval of the principles and criteria for determining, allocating 7. and awarding the fixed, variable and exceptional components of total compensation and benefits of all kind, that may be awarded to members of the Executive Board. Approval of compensation paid or awarded in respect of fiscal 8. year 2018 to Michel David-Weill, Chairman of the Supervisory Board. Approval of compensation paid or awarded in respect of fiscal 9. year 2018 to Virginie Morgon, Chairwoman of the Executive Board. Approval of compensation paid or awarded in respect of fiscal 10. year 2018 to Philippe Audouin, member of the Executive Board. Approval of compensation paid or awarded in respect of fiscal 11. year 2018 to Nicolas Huet, member of the Executive Board. Approval of compensation paid or awarded in respect of fiscal 12. year 2018 to Olivier Millet, member of the Executive Board. Approval of compensation paid or awarded in respect of fiscal 13. year 2018 to Patrick Sayer. Approval of the amendment of commitments given in favor of 14. Executive Board members in respect of non-compete compensation, governed by Articles L. 225-86 and L. 225-90-1 of the French Commercial Code and presented in the Statutory Auditors’ Special Report. Authorization of a share buyback program by the Company for its 15. own shares.

RESOLUTIONS BEFORE THE EXTRAORDINARY SHAREHOLDERS’ MEETING Authorization to the Executive Board to decrease the share capital 16. by canceling shares purchased under share buyback programs. Authorization to the Executive Board to grant share subscription 17. or purchase options to employees and corporate officers of the Company and/or its affiliates. Authorization to the Executive Board to award free shares to 18. employees and corporate officers of the Company and/or its affiliates. Delegation of authority to the Executive Board to increase share 19. capital by issuing ordinary shares and/or securities granting access, immediately or in the future, to share capital reserved for members of a Company Savings Plan, with cancellation of preferential subscription rights in their favor. Delegation of authority to the Executive Board, in the event of 20. takeover bids targeting the Company's shares, to issue bonus share warrants to the Company's shareholders.

RESOLUTION BEFORE THE ORDINARY SHAREHOLDERS’ MEETING

Powers to carry out formalities. 21.

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Eurazeo

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2018 Registration Document