Eurazeo / 2019 Universal Registration Document

Share capital and share ownership Transactions in the Company’s shares

7.2.2

DESCRIPTION OFTHE 2020 BUYBACK PROGRAM SUBJECT TO THE APPROVAL OFTHE SHAREHOLDERS’MEETING OF APRIL 30, 2020 IN ACCORDANCE WITH ARTICLES 241-2 AND241-3 OF THE AMF’SGENERAL REGULATIONS

Buyback of shares for retentionand use

e)

in futureacquisitions During fiscal year 2019, Eurazeo didnot purchaseany of its own shares for retention and usein futureacquisitions. C. During fiscal year 2019, due to the exercise of Eurazeo share purchase options and the delivery of free shares, Eurazeo sold 322,212 shares at an average price of €43.84 per share, representing a total of €14,125,414.85. During fiscal year 2019, a total of 538,058shares at an averageprice of €64.20 per share and a total disposal amount of €34,545,561.19were sold by Kepler Cheuvreuxacting on behalf of Eurazeo under a liquidity contract formarket-makingpurposes. D. During fiscal year 2019, Eurazeo bought back 2,055,010 shares at an average price of €63.83 per share and a total cost of €131,169,343.59, directly on the market. Eurazeo also bought back 491,083 shares at an average price of €62.93 per share and a total cost of €30,903,786.46under a liquidity contract. Eurazeo did not use derivative instruments to purchase shares during this period. E. During fiscal year 2019, Eurazeo did not decide the reallocationof any shares purchased underthe sharebuyback program. Sales of sharesin fiscal year 2019 Share buybackdetails Potential reallocations

The 18 th resolution subject to the approval of the Shareholders' Meeting of April 30, 2020 (see Section 8.2,Draft Resolutionsproposed to the Shareholders’Meeting,of this UniversalRegistrationDocument), invites shareholdersto adopt a share buyback program in accordance with the provisions of Article L. 225-209 of the French Commercial Code. As of December 31, 2019, the Company directly owned 2,481,267 shares, representing 3.16%  (1) of its share capital. In accordance with prevailing laws and regulations,these shares do not confer dividendor voting rights. Eurazeo's subsidiaries do not own any Eurazeo shares, either directly or indirectly. Out of these 2,481,267 shares, 73,963 shares were purchased on behalf of Eurazeo under the liquidity contract and 2,407,304 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. In accordance with prevailing regulations and professional market practices as approved by the French Financial Markets Authority (AMF), and as set out in the 18 th resolution subject to the approval of the Shareholders' Meeting of April 30, 2020, the buyback program covers: canceling shares, in accordancewith the authorizationgranted to 1. the ExecutiveBoard at the Extraordinary Shareholders'Meeting; market-makingin the Company'sshares under a liquidity contract 2. with an independent investment service provider, in accordance with the FrenchFinancialMarkets Authority's Codeof Ethics; granting shares to employees and corporate officers of the 3. Companyand/or of companieseither related to Eurazeo or which will be related to it in the future, as allowed by law, particularly with respect to exercising share purchase options, granting free shares or profit sharing; remitting or exchanging shares when the rights attached to debt 4. instruments that entitle holders to receive Eurazeo shares are exercised; undertakingany other transactionapproved or recognizedby the 5. law and/or the Financial Markets Authority (AMF) and any goals consistent with prevailingregulations. The Companymay also use this authorizationwith a view to retaining or using shares in exchange or as payment for potential future acquisitions. These objectives are the same as those set out in the previous share buyback program approved by the 15 th  resolution adopted by the Shareholders' Meeting of April 25, 2019. The full text of the 15 th  resolution adopted by the Shareholders' Meeting of April 25, 2019 can be found on p. 378 of the 2018 Registration Document (no. D. 19-0173) filed with the French Financial Markets Authority (AMF) on March 20, 2019.

F. Eurazeo cancelled1,724,505 sharesin fiscal year2019.

Cancellation ofshares byEurazeo

In accordancewith prevailing law and in light of the number of shares already canceled, Eurazeo may cancel 6.84% of its share capital as of December 31, 2019.

07

Brokerage fees G. The Company spent €91,818.42, excluding VAT, on brokerage fees in respectof its sharebuyback program infiscal year2019.

Based on 78,645,486 shares outstanding as of December 31,2019. (1)

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2019 UNIVERSAL REGISTRATION DOCUMENT