Eurazeo / 2019 Universal Registration Document

Shareholders’ Meeting Agenda

Agenda 8.1

RESOLUTIONS BEFORETHE ORDINARY SHAREHOLDERS’MEETING Approval of the Company financial statementsfor the year ended 1. December 31, 2019. Allocation ofnet income and dividend distribution. 2. Approval of the consolidated financial statements for the year 3. endedDecember 31, 2019. Approval of agreements and commitments governed by 4. Article L. 225-86of the FrenchCommercialCode. Renewal of the term of office of Jean Charles Decaux as a 5. memberof the Supervisory Board. Renewal of the term of office of Georges Pauget as a member 6. of the Supervisory Board. Renewalof the termof office of Victoirede Margerieas a member 7. of the Supervisory Board. Renewal of the term of office of Roland du Luart as a member 8. of the Supervisory Board. Approvalof thecompensationpolicyforSupervisoryBoardmembers. 9. Approvalof the compensationpolicyforExecutiveBoard members. 10. Approval of information relating to the corporate officer 11. compensationpolicy mentioned in section I of Article L. 225-37-3 of the French Commercial Code, as presented in the corporate governance report. Approval of compensation and benefits paid or awarded 12. in respect of fiscal year 2019 to Michel David-Weill, Chairman of the Supervisory Board. Approval of compensation and benefits paid or awarded 13. in respect of fiscal year 2019 to Virginie Morgon, Chairwoman of the ExecutiveBoard. Approval of compensation and benefits paid or awarded 14. in respect of fiscal year 2019 to Philippe Audouin, member of the Executive Board. Approval of compensation and benefits paid or awarded 15. in respect of fiscal year 2019 to Nicolas Huet, member of the Executive Board. Approval of compensation and benefits paid or awarded 16. in respect of fiscal year 2019 to Olivier Millet, member of the Executive Board. Renewal of the term of office of PricewaterhouseCoopersAudit 17. as principal StatutoryAuditor. Authorization of a share buyback program by the Company 18. for its own shares.

RESOLUTIONS BEFORE THE EXTRAORDINARY SHAREHOLDERS’ MEETING Delegation of authority to the Executive Board to increase share 19. capital by capitalizing reserves, profits or share, merger or contributionpremiums. Delegation of authority to the Executive Board to issue shares 20. and/or securities granting access, immediatelyor in the future, to share capital, with retention of preferential subscription rights (can be usedoutsidetakeover bid periods). Delegation of authority to the Executive Board to issue shares 21. and/or securities granting access, immediatelyor in the future, to share capital, with cancellation of preferential subscription rights and by public offering, or in connection with a takeover bid comprisinga share exchangeoffer (can be used outside takeover bid periods). Delegation of authority to the Executive Board to issue shares 22. and/or securities granting access, immediatelyor in the future, to share capital, with cancellation of preferential subscription rights in connection with an offering referred to in Article L. 411-2 section 1of the FrenchMonetaryand FinancialCode (can be used outside takeover bid periods). Authorizationto the Executive Board, to set the issue price in the 23. event of the issue of shares or securities granting access, immediately or in the future, to share capital, without preferential subscription rights, representing up to 10% of the share capital (can be usedoutsidetakeover bid periods). Increase in the number of shares, securities or other instruments 24. to be issued in the event of a share capital increase with or without preferential subscriptionrights. Delegation of powers to the Executive Board to issue shares 25. and/or securities granting access, immediately or in the future, to share capital, with cancellation of preferential subscription rights, in consideration for contributions in kind granted to the Company (canbe used outsidetakeoverbid periods). Overall ceilings on the amount of shares and securities issued 26. under the 20 th to 25 th  resolutions. Amendment of Article 13 of the Bylaws – Power given to the 27 Supervisory Board to make decisions by written consultation in situationsreferred to byregulations. Amendment of Article 25 of Bylaws – Introduction of provisions 28 governingthe loyaltydividend. Amendment of Articles 11, 15, 20 and 21 of the Bylaws – Pursuant 29. to the new regulationsin force.

RESOLUTIONBEFORE THEORDINARY SHAREHOLDERS’MEETING

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