Eurazeo / 2019 Universal Registration Document

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

SHARE PURCHASE OPTIONS/PREFERENCESHARES

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'svoting rights, togetherwith a changeof more than 20% of the members of the Executive Board and the Supervisory Board over a nine-monthperiod; the dismissal of more than half the members of the Company's (v) Supervisory Boardby 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: by applying the Eurazeo performance conditions over a period • commencingfrom the PerformanceShare grant date and expiring on the date of the event, and this within twomonthsof the event at the latest;or by applying the Eurazeo performance conditions over a two-year • period commencingfrom the PerformanceShare grant date. Irrespective of the beneficiary's choice regarding the performance condition application period, the Performance Shares will only vest after the vesting periodprovidedfor in the plan. EURAZEO CAPITALIII 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 syndicatea 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 PartnershipAgreement,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 SupervisoryBoard) combinedwith the departureof more the half the members of the ExecutiveCommittee, in the absence of their replacement within sixmonths. In addition,share purchasecommitmentshave been given by Eurazeo and each of the members of the Executive Committee and the investmentteamprovidingnotablyfor the purchaseby Eurazeoof A and C sharesin the eventof a changein controlof Eurazeodefinedas (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 membersof Eurazeo's Supervisory Board athe Company's Shareholders' Meeting.

At meetings held on 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, September4, 2017, January 31, 2018, February5, 2019, June 6, 2019 and February 10, 2020, the Executive Board decided to grant Company share purchase options, in accordancewith the delegations granted by the Shareholders’ Meetings of May 3, 2007, May 7, 2010, May 7, 2013, May 12, 2016 and April 25, 2019 and the authorization granted by the Supervisory Board at its meetings of 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, December 6,2018 and December5, 2019. Such purchase options shall vest early and be exercisable immediately,under the followingcircumstances: 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 SupervisoryBoard 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-monthperiod; the dismissal of more than half the members of the Company's (iii) Supervisory Boardby the Shareholders' Meeting. In all of these cases, the options may only vest to the beneficiary and become immediatelyexercisable if he/she has received regular grants of sharepurchaseor subscriptionoptions formore thantwo years. Furthermore, the exercise of options will remain, where applicable, subject to the attainment of the performance conditions 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 dateand expiring on the dateof the event; or from the expiry of the vesting period, by applying the Eurazeo (ii) performance conditions over a four-year period commencing from thegrant date. With regards to the free grant of ordinary shares and preference shares (hereinafter“PerformanceShares”) issued under the 2016, 2017, 2018, 2019 and 2020 share purchaseoption plans, the rules governing the PerformanceShare 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);

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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