Eurazeo / 2018 Registration document

SHAREHOLDERS’ MEETING Presentation and draft resolutions

Amendment of commitments given in favor of Executive Board members in respect → of non-compete compensation (14 th resolution). The Supervisory Board meeting of March 8, 2018, in the context of compensation paid during the 12 months preceding the the reconfiguration of the Executive Board, set all the termination of the employment contract.

compensation components of each member of the Executive Board for the new term of office of four years including, notably, commitments relating to compensation components, allowances and benefits due or potentially due because of leaving or changing office or after the term of office. With regards to the non-compete obligation, it is recalled that in the event of resignation before March 19, 2022, Executive Board members will be bound by a non-compete obligation for a period of twelve (12) months and will receive, in this respect, gross monthly compensatory benefits equal to 50% of their average monthly

Pursuant to Article 23.4 of the AFEP-MEDEF Code, as revised in June 2018, the Supervisory Board meeting of March 7, 2019 authorized the amendment of non-compete commitments given by the Company in favor of Executive Board members, to bring them into line with the new version of the AFEP-MEDEF Code. Accordingly, non-compete compensation will now no longer be paid when the executive leaves the Company to claim his/her pension rights or the executive is over 65 years old.

14 th resolution: Approval of the amendment of commitments given in favor of 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. The Shareholders' Meeting, voting in accordance with quorum and majority rules for Ordinary Shareholders' Meetings and having reviewed the Statutory Auditors' Special Report, approves the commitments given in favor of Executive Board members in respect of non-compete compensation as amended by the Supervisory Board meeting of March 7, 2019, corresponding to compensation components, allowances and benefits due or potentially due because of leaving or changing office or after the term of office and the report thereon prepared in accordance with Articles L. 225-86 and L. 225-90-1 of the French Commercial Code. Authorization of a share buyback program by the Company for its own shares → (15 th resolution).

The authorization granted by the Shareholders' Meeting of April 25, 2018 to the Executive Board to carry out transactions in the Company's shares expires on October 24, 2019. The 15 th resolution asks shareholders to authorize the Executive Board once again, for a period of 18 months, to carry out transactions in the Company's shares subject to a maximum purchase price per share of €100. This authorization would enable the Executive Board to purchase shares with a view to: canceling them; market-making in the Company's shares under a liquidity contract; granting shares to employees and corporate officers of the Company and/or current or future affiliates; remitting or exchanging them when the rights attached to debt instruments that entitle holders to receive Company shares are exercised, and particularly with respect to exercising share purchase options, granting free shares or profit-sharing; using them in undertaking any other transaction approved or recognized by the law and/or the Financial Markets Authority 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 transactions may not be performed during a takeover period. During such a period, transactions may only be performed to allow the Company to satisfy prior commitments or if the buyback transactions are performed under a prevailing independent share purchase mandate. It is recalled that the Company directly owned 2,354,845 shares as of December 31, 2018, representing 3.08% of its share capital. In accordance with prevailing laws and regulations, these shares do not confer dividend or voting rights. 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. The authorization granted to the Board for the buyback program limits purchases to 10% of the share capital on the date of such purchases, as calculated in accordance with applicable laws and regulations, provided, however, that the total number of the Company's own shares held by it following such purchases does not exceed 10% of the share capital. On the basis of the Company's share capital at December 31, 2018, that ceiling would be 7,654,284 shares.

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2018 Registration Document