Eurazeo / 2019 Universal Registration Document

Share capital and share ownership Shareholding structure

Unrestricted transfers: the aforementionedright of first refusal will • not apply to certain sales of Eurazeo shares (subject to certain restrictions),including,in particular,salesto one of the partiesto the agreement,an affiliatedentity or an heir, legateeor doneeof one of the individual parties to the agreement, or sales in the context of a takeover bid or share exchange offer (which either received the approvalof the EurazeoSupervisoryBoard, or, where this is not the case, was positively received when the offer was reopened in accordance with Article 232-4 of the General Regulations, the thresholdfor expiry set by regulation not being attained) or a restructuring transaction; Term of the agreement: the agreement was entered into for an • initial period of five years and will be tacitly renewed at the end of this period for additional periods of two years, unless prior notice of termination is given by one of the parties. In the event of cessationof the duties of Jean-PierreRichardson for any reason whatsoever, Eurazeo will use its best efforts to enable the Richardson consorts, if they so wish, to obtain the appointmentof a joint representative on the Supervisory Board as non-voting member. In the absence of such an appointment at the next General Shareholders’Meeting, the Richardson consorts would no longer be bound by the Richardson Agreement. In certain cases relating to changes in the composition of the Executive Board or the Supervisory Board, the Richardson consorts would be entitledto terminatethe RichardsonAgreement; Absence of action in concert: the Richardson consorts stated that • they did not act in concert amongst themselves or with another Eurazeo shareholderor with Eurazeo. Agreementsentered intoby Eurazeo 7.1.2.2 Agreements enteredinto by Eurazeoand reported to the AMF EuropcarMobility Group Agreement Following the Europcar Mobility Group IPO, Eurazeo and ECIP Europcar Sarl entered into a shareholders' agreement on July 31, 2015 governingtheir investmentin EuropcarMobility Group. Under the terms of this agreement, Eurazeo and ECIP Europcar Sarl agreed that in the event of the disposal of all or part of the investment held by Eurazeo or ECIP Europcar Sarl in Europcar Mobility Group, Eurazeoand ECIP EuropcarSarl would sell their respectiveinvestments in Europcar Mobility Group at the same time and under the same financial and legal terms and conditions. Notwithstandingthe above, by decision of ECIP Europcar Sarl s manager and subject to the prior approval of the Advisory Committee of Eurazeo Partners S.C.A and Eurazeo Partners B S.C.A., the ECIP Europcar Sarl shareholders, ECIP Europcar Sarl's stake in the share capital of Europcar Mobility Group may be sold or transferred via a distribution in kind while Eurazeo continuesto hold its stakein Europcar MobilityGroup. The parties stated that they did not act in concert with respect to Europcar Mobility Group within the meaning of Article L. 233-10 of the FrenchCommercialCode. The shareholders' agreement will continue in effect as long as both parties holdshares in EuropcarMobility Group. Both partiesmay terminatethe agreementby notifying the other party in writingthree months prior tothe effectivedate of termination. Other shareholders’agreements Eurazeo and its subsidiaries enter into shareholders’ agreements with third parties in the normal course of their investment activities. These agreements generally lay down the applicable governance rules and the procedures to be followed for the sale of the relevant portfolio companysecurities.They may also draw up forecast schedulesfor the exit of shareholdersfrom the share capital of the relevant companies. All such agreementsare subject toconfidentialityobligations. A new shareholders' agreement was signed on October 14, 2016 in respect of Moncler Spa and was published with the Italian stock market authorities.(It is presentedon the Italian stock market authority website, www.consob.it). This agreement was automatically terminated following the sale of the stake held by ECIP M in Moncler Spa inMay 2019.

The partiesdeclaredthat they did not act in concert. The French Financial Markets Authority (AMF) released to public 3. information the agreement entered into on April 20, 2018 between Rhône group and Eurazeo SE (the “ Rhône Agreement ”) (Decisionand informationnotice no. 218C0805).The Rhône group partners (the “contributors”) are Robert F. Agostinelli, Steven Langman, Eytan A. Tigay, Franz-Ferdinand Buerstedde, Sylvain Héfès, Petter Johnsson, Gianpiero Lenza, Sebastien Mazella di Bosco, Jose Manuel Vargas, Allison Steiner and the entities Langman2010 DescendantsTrust and GeneraliItalie S.p.A. The mainprovisionsof the Rhône Agreement are asfollows: Governance: a representative of the contributors, Robert • Agostinelli, was appointed as a non-voting member on the Supervisory Board for an initial term of four years. This right will end if (i) Eurazeo ceases to hold a stake in Rhône group or (ii) the contributorstogetherhold less than one-halfof the total numberof Eurazeo sharesheld at the acquisitioncompletiondate; Cap: for a period of ten years, the contributors undertake not to • increase, directly or indirectly, acting alone or in concert, their stake above that held at the acquisitioncompletiondate, subjectto certain exceptions; Lock-up period: subject to certain exceptions and unrestricted • disposals,the contributorsundertakenot to sell their Eurazeoshares or enter into a commitmentto sell theirEurazeosharesuntil the later of (i) the first anniversary of the date at which at least 75% of financial commitments given in favor of the Rhône Fund V have been investedand (ii) the thirdanniversary ofthe RhôneAgreement; Pre-emptive right/Right of first offer/Priority negotiating right: • subject to certain exceptions and unrestricted disposals, the contributors undertake to comply with certain restrictions on the transfer of Eurazeo shares and to grant, dependingon the number of shares sold and the transfer date, a pre-emptiveright, a right of first offer or a priority negotiating right, up until the seventh anniversary of the end of the lock-up period; Unrestricted disposals: the aforementioned lock-up period and • restrictions on the transfer of shares will not apply to certain disposals and notably disposals to an affiliate, as part of a takeover bid, or followinga change in control of Eurazeo not recommended by Eurazeo’s Supervisory Board. The Rhône 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 discontinuedby either of the parties with six months’notice. Eurazeo and the contributors do not act in concert (however the contributorsact in concert vis-à-vis Eurazeo, with the exceptionof the institutional contributors that are non-manager partners of Rhône) (Decision and informationnotice no.218C0845). Pursuant to Article L. 233-11of the French CommercialCode, the 4. French Financial Markets Authority (AMF) released to public information the agreemententered into on April 23, 2019between the companiesJolietteMatériel,Cérès, JRV Finance,Topaze,JACR, Francesca, BCN Finance and Flofinance, Jean-Pierre Richardson, Maxime Valabrègue and Jacqueline Valabrègue (referred to collectively as the “Richardson consorts”) and Eurazeo (the “ RichardsonAgreement ”) (Decision and Informationno.219C0690). The mainprovisionsof the Richardson Agreement areas follows: Right of first refusal: the agreement provides that Eurazeo would • have a right of first refusal to any planned sale by one of the Richardsonconsortsof their Eurazeoshares.Eurazeois also entitled to name any third party to replace it in the exercise of its right of first refusal. If this right of first refusal is not exercised, the seller may, duringa periodof threemonths,freely sell its sharesat a price at least equal tothat proposed underthe first refusalprocess;

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2019 UNIVERSAL REGISTRATION DOCUMENT