Eurazeo / 2019 Universal Registration Document

Shareholders’ Meeting Draft resolutions proposed to the Shareholders' Meeting

20 th resolution: Delegationof authority tothe Executive Board toissue sharesand/or securities granting access, immediatelyor in the future, to share capital,with retentionof preferential subscriptionrights (can be usedoutside takeover bid periods).

freely distribute all or part of the unsubscribed securities • among personsof its choice, offer to the public, on French or international markets, all or • part of theremaining unsubscribed shares, resolves that any warrants issued for shares of the Company • may be offered either under the above terms or granted for nil considerationto bearersof existing shares, notes and resolves, where applicable, that this delegation • of authority automatically entails the waiver by shareholders of their preferentialsubscriptionrights to shares to which securities issued pursuant to this resolution entitle their holders, in favor of the holders of suchsecurities; resolves that the Executive Board will have full powers and may 7. delegate such powers to its Chairman and/or one of its members as permitted by law and the Bylaws, to implement this delegation of authorityand, inparticular: determine the terms and conditions of share capital increases • and/or issues, decide the numberof shares and/or securitiesto be issued, their • issue price andthe amountof any premium that maybe payable at the time of the issue, determine the dates and the conditions of issue, the nature and • form of the securities to be issued that may be subordinatedor unsubordinated securities and may or may not have a specific maturitydate, and in particular,for issues of debt securities,their interest rate, their maturity, their fixed or variable redemption price, with or withouta premium,and the redemption methods, decide how ordinary shares and/or securities issued are to be • paid up, decide, where applicable, how the rights to existing or future • securities are to be exercised, including determining the date, which may be retroactive, from which the new shares will rank for dividends, as well as all the terms and conditions of the issue(s); set the conditions under which the Company may, where • applicable,purchaseor trade securities issued or to be issued, at any time or during specific periods, provide for the suspensionfor up to three months, if necessary, • of theexerciseof rights attached to securities, establish, as required, the conditions for preserving the rights • of holders of securities granting access to share capital, in accordancewith applicable laws and regulations, and, where applicable, relevantcontractualprovisions, offset, at its sole discretion, the costs, fees and expenses of the • share capital increases against the amount of the related premium, and where applicable, deduct from this amount the amounts required to bring the legal reserve to one-tenth of the new share capital after eachshare capital increase, set the conditions under which the Company will be able to • purchasewarrants,at any time or during specificperiods,for the purpose of canceling them, in the event of securities being issuedwith a right to receive shares in exchangefor the exercise of warrants; generally, enter into all agreements, particularly to ensure • the successfulcompletionof the planned transaction(s),take all steps and complete all formalities required for the servicing of the securities issued under this delegationof authorityand for the exercise of the rights attached to such securities, formally record the resulting share capital increases, amend the Bylaws accordinglyand generally do allthat is necessary.

The Shareholders' Meeting, voting in accordance with quorum and majority rulesfor Extraordinary Shareholders'Meetings, havingreviewed the ExecutiveBoard's report and the StatutoryAuditors'Special Report and duly noted that the share capital is fully paid-up, and pursuant to Articles L. 225-129 et seq . of the French Commercial Code and particularly Articles L. 225-129-2, L. 225-132 to Article L. 225-134 and L. 228-92 of the same Code: delegates authority to the Executive Board to increase share 1. capital, in one or more transactions, in the proportions and at the times that it deems fit, by issuing ordinaryshares and/or securities granting access, immediately or in the future, to share capital and/or debt securities of the Company, in France or elsewhere, in euros or foreign currency, for cash or by offset against liquid, due and payable debts; the issue of instrumentsor securities granting access to preferenceshares is prohibited; resolves that the maximum par value amount of immediate or 2. future share capital increases under this delegation of authority will not exceed €110 million or the equivalent value if issued in another currency; this amount will, however, be increased by the par value amount of any ordinary shares of the Company to be issued to preserve the rights of holders of securities granting access to share capital, in accordance with legal and regulatory provisions and, where applicable, relevant contractual provisions; the par value amount of any share capital increase carried out under this delegation of authority will be deducted from the ceiling set inthe 26 th  resolutionof this Shareholders'Meeting; resolves that the maximum nominal amount of issues of debt 3. securitiesgrantingaccess to share capital, that may be carriedout pursuant to this delegationof authority, will not exceed a nominal amount of €1 billion,or the equivalentthereof in the case of issues in foreign currencies. The nominal amount of issues of debt securitiesgrantingaccess to share capital that may be carried out in accordance with this delegation of authority will be deducted from the ceiling set in the 26 th  resolution of this Shareholders' Meeting; resolves that the Executive Board may not, subject to the prior 4. authorization of the Shareholders' Meeting, implement this authorizationfollowingthe registrationby a thirdpartyof a takeover bid targetingthe Company'ssharesand this until the end of the bid period; resolves that this delegationof authority,which supersedes,as of 5. this day, the authorization granted by the 31 st resolution of the CombinedShareholders'Meetingof April 25, 2018,will be validfor a period of26months commencing this Shareholders' Meeting; in the event that the ExecutiveBoardmakes use of this delegation 6. of authority: resolves that the issue(s) will be reserved in preference for • shareholders exercising their preferential subscription rights to subscribe for shares to which they are entitled, as provided for by law, grants the Executive Board the possibility to grant shareholders • the right to purchase shares not subscribed by other shareholders,on a pro-ratabasis to their preferentialsubscription rights and upto a maximumof the numberof sharesrequested, resolves that should subscriptions as of right and, where • applicable, additional subscriptions,not absorb the entire issue, the Executive Board may, in accordancewith the law and in the order that it deems fit, use one and/or other of the powers provided for in Article L. 225-134 of the French Commercial Code, in particular: limit the amount of the relevant issue to the amount of • subscriptions,provided this represents at least three-quarters of the sharecapital increase initiallydecided,

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