Eurazeo / 2019 Universal Registration Document

Share capital and share ownership Shareholding structure

SHAREHOLDERS' AGREEMENTS 7.1.2 Agreementsreported to the AMF 7.1.2.1 concerningEurazeo shares Pursuant to Article L. 233-11 of the French Commercial Code, 1. the French Financial Markets Authority (AMF) released to public information, the following agreement (the “2010 Agreement ”) (Decision and informationnotice no.211C0404): The parties to the 2010 Agreement, which are considered to act in concert, are currentlyMichel David-Weill,the companiesQuatreSœurs LLC and Palmes CPM SA, Alain Guyot, Herve Guyot, Amaury de Solages,Jean-Manuelde Solages,Myriamde Solages,the companyCB Eurazeo LLC, the undividedestate of Michel David-Weill'schildren and Cynthia Bernheim (assuming the rights of Pierre-Antoine Bernheim). The main provisionsof the 2010 Agreement are as follows: a commitment to hold the Eurazeo shares owned by the • signatoriesto the 2010 Agreement; a commitment by each of the parties not to increase their • respective investments in Eurazeo, except (i) the acquisition of share capital and/or voting rights on the payment of dividends in shares, on the grant of bonus shares or as a result of a share split, (ii) any other acquisition of share capital and/or voting rights after prior confirmationthat the proposed acquisition does not result in the concert crossing the legal threshold for the mandatoryfiling of a public offer or (iii) where the withdrawal of a party from the concert is reported beforehand to the French Financial Markets Authority (AMF), the other parties are informed, and the party withdrawsfrom the 2010 Agreement; a mechanismenablingthe exclusionof any memberthat increases • its investment in Eurazeo, in violation of the commitmentsgiven in the 2010 Agreement; the option to withdraw early from the 2010 Agreement, subject to • prior notification ofthe remaining parties;and consultation between the parties to the 2010 Agreement prior to • exercisingthe voting rightsconferredby the Eurazeo sharesheld. The 2010 Agreement reached the end of its initial term on December 31, 2013and is now tacitly renewedfor successiveperiodsof three years. Pursuant to Article L. 233-11 of the French Commercial Code, the French Financial Markets Authority (AMF) released to public information, the following agreement (the “ 2018 Agreement ”) (Decision and informationnotice no.218C0715): The parties to the 2018 Agreement, which are considered to act in concert, are currently Michel David-Weill, the undivided estate of Michel David-Weill’s children, the companies Quatre Sœurs LLC, Palmes CPM SA and CB Eurazeo LLC, Amaury de Solages, Myriam de Solages andJean-Manuel de Solages. The mainprovisionsof the 2018 Agreement areas follows: consultation prior to all Eurazeo Shareholders’ Meeting, aimed at • agreeing the exercise of voting rights attached to shares held by parties tothe 2018 Agreement; a commitmentby the parties not to cause the 2018 Agreement to • exceed the 30% sharecapital and/or votingrights threshold; a proportional first right of first refusal in favor of other parties to • the 2018 Agreement.As an alternativeto exercisingthis right of first refusal, the parties also have a prior entitlement to join the share transfer project by proposing to tag-along and transfer their Eurazeo shares under the same terms and conditions, with such shares being added to the shares whose transfer is proposed for the purposeof exercisingthe right of first refusal.Whereapplicable, Eurazeo will have a second right of first refusal and will be entitled to replace anythirdparty in exercisingits rightof firstrefusal; the aforementioned right of first refusal will not apply to certain • transfers of Eurazeo shares (subject to certain restrictions), including, in particular, transfers to an affiliate or gifts to a partner, spouse, ascendant or descendant, as well as transfers as part of a takeover bid or a restructuringtransaction approved by a Eurazeo Shareholders’ Meeting.

The 2018 Agreementwas entered into for an initial period of five years and will be tacitly renewed at the end of this period for additional periods of three years, up to a maximum of three times, unless prior notice of termination is given by one of the parties. On expiry of the third tacit renewal period, the 2018 Agreementmay be renewed solely by an express decision of the parties. The provisions of the 2010 Agreement currently inforce remainunchanged. Pursuant to Article L. 233-11of the French Commercial Code, the 2. French Financial Markets Authority (AMF) released to public information the agreement entered into on June 5, 2017 between JCDecauxHoldingSAS and EurazeoSE (the “DecauxAgreement”) (Decision and information notice no. 217C1197). An amendment dated December 7, 2017was also entered into and publishedwith the AMF(Decision and Informationnotice no. 217C2898): The mainprovisionsof theDecauxAgreementare as follows: Governance: two JCDecaux Holding representatives will be • proposed as members of Eurazeo’s Supervisory Board and of certain of the Supervisory Board committees throughout the term of the agreement. Should JCDecaux Holding's investment fall below 10% of the share capital and voting rights of Eurazeo after March 1, 2019, except in cases where it has taken no action, JCDecaux Holding undertakes to seek the resignationof one of its two representatives. JCDecaux Holding undertakes to seek the resignation of its representativeson the Supervisory Board should its investment fall below 5% of the share capital and voting rights of Eurazeo,except in caseswhere ithas taken no; Cap: JCDecaux Holding undertakes not to actively increase, • directly or indirectly, its investment above 23% of Eurazeo’s share capital and not to acquire or exercise voting rights above the voting rights (in the case of double voting rights) attached to 23% of Eurazeo’s share capital. This commitment will be lifted, subject to certain conditions, in the event of a takeover bid targeting Eurazeo’s shares or should a third party come to hold (alone or in concert)more than 23%of Eurazeo’sshare capital; Lock-up period: with the exception of the unrestricted disposals • referred to below, JCDecaux Holding undertakes not to sell its Eurazeo shares or enter into a commitment to sell its Eurazeo shares during aperiod of thirty-sixmonths; Priority negotiating right/First refusal right: at the end of the • lock-up period and subject to certain exceptions and to enable Eurazeo to continue to satisfy its independence objective, JCDecaux Holding agreed to the implementation of a priority process organized with Eurazeo consisting in the presentation of one or more acquisition offers for shares that JCDecaux Holding may wish to sell. If at the end of this process, JCDecaux Holding notifies Eurazeo of the price at which it wishes to sell its shares, Eurazeo may exercise a first refusal right at a price at least equal to that proposed by JCDecaux Holding. If this first refusal right is exercised, JCDecaux Holding will be required to sell the shares in question toEurazeo or athird party selectedby Eurazeo; Unrestricted disposals: so-called “unrestricted disposals” to an • affiliate or as part of a takeover bid (subject to certain restrictions) or a restructuringtransactionapprovedby a EurazeoShareholders' Meeting, will not be subject to the lock-up commitment or the priority negotiating right or firstrefusal right measures; Exclusivity: as long as JCDecaux Holding has one or more • representativeson the Eurazeo Supervisory Board pursuant to the Decaux Agreement, JCDecaux Holding undertakes, subject to certain exceptions, on its own behalf and that of its corporate officersand employees,not to holdmanagementpositions in or be a member of the governance bodies of investment companies or funds thatare Eurazeo’scompetitors. The Decaux Agreement was entered into for an initial period of ten years and will be tacitly renewedat the end of this period for additional periods of two years, unless discontinued by either of the parties or terminatedearly in the event of certain changes to the composition of the Supervisory Board.

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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