Eurazeo / 2019 Universal Registration Document

Governance Publication of information mentioned in Article L. 225-37-5 of the French Commercial Code

Publication ofinformation mentioned 5.15

in Article L. 225-37-5 of the French Commercial Code

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 sharesof the Company.

This credit facility is also subject to CSR criteria. Depending on whether or not it meets these criteria, Eurazeo is required to pay a fee each year towards projects linked to reducing carbon emissions certifiedby recognizedorganizations.

BOARD AUTHORIZATIONTO ISSUE BONUS SHAREWARRANTS IN THE EVENT OF A TAKEOVER BID The Shareholders' Meeting of April 25, 2019 authorized the Executive Board to issue bonus share warrants, in one or more transactions, in the event of a takeover bid targeting the shares of the Company. These bonus share warrants would be allocated to all eligible shareholders before the expiry of the takeover bid, enabling them to subscribeto Companyshares on preferentialconditions. Pursuantto this authorization,the maximumnumber of share warrants that may be issued is equal to the number of shares outstandingat 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(subjectto potential adjustments). The Shareholders' Meeting of April 25, 2019 granted the current authorizationfor a periodof 18months endingOctober 24,2020. LOAN AGREEMENT On December 20, 2019,Eurazeo renewed a syndicated credit facility with a consortium of 13 banks for €1.5 billion, compared to €1 billion previously. Eurazeo will be able to extend the maturity of this facility by an additional twoyears, subject toacceptanceby the lenders. The documentationrelating to this credit facility includes the standard legal and financial commitments for this type of transaction and provides for the possibility for each bank to give notification of the termination of its commitment and require the early repayment of its share in the outstandingbalance 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 Chapter 7, Section 7.1.2 “Shareholders' Agreements" of the 2019 Universal Registration Document).

CO-INVESTMENT CONTRACTS As part of the co-investment programs described in Section 5.14, of this Universal Registration Document, Eurazeo granted each beneficiary a put option covering all shares held by the beneficiary in CarryCoCroissance,CarryCoCroissance2, CarryCoCapital 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 Boardat the Company's Shareholders' Meeting. 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. The incorporationdocumentsof 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 alongsidethe investments funds heldby Eurazeo. Eurazeo PME, which has been certified as an alternative investment fund managerby the AMF, is the managementcompanyfor these two funds. The incorporationdocumentsof these two companiesstipulate that a change in control of Eurazeo can lead to the dismissal of the management company.

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2019 UNIVERSAL REGISTRATION DOCUMENT