Eurazeo / 2019 Universal Registration Document

Shareholders’ Meeting Draft resolutions proposed to the Shareholders' Meeting

24 th resolution: Increase inthe number of shares, securities orother instruments to be issued in the event of a share capitalincrease with or withoutpreferential subscriptionrights.

The Shareholders' Meeting, voting in accordance with quorum and majorityrules for ExtraordinaryShareholders'Meetings,havingreviewed the ExecutiveBoard's report and the StatutoryAuditors'Special Report and pursuant to Articles L. 225-135-1 and R. 225-118 of the French CommercialCode: authorizes the Executive Board, for a period of 26 months 1. commencing this Shareholders' Meeting, to increase the number of shares and/or securitiesto be issued in the event of an increase in the Company's share capital with or without preferential subscriptionrights, within the deadlinesand up to the limits set by applicable regulations on the day of the issue ( i.e. at the time of

this Shareholders' Meeting, within 30 days from the end of the subscription period and up to a maximum of 15% of the initial issue) and atthe sameprice as theprice usedfor the initial issue; resolves that the par value amount of any share capital increase 2. carried out pursuant to this authorization will be deducted from the ceilingset in the 26 th  resolutionof this Shareholders' Meeting; resolves that the Executive Board may not, subject to the prior 3. 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.

Delegation ofpowersto the Executive Board to issue sharesand/or securitiesgranting → access,immediatelyor in the future,to sharecapital, with cancellation of preferential subscriptionrights, inconsideration forcontributions in kind granted to the Company (25 th  resolution).

In the 25 th resolution, shareholders are asked to renew the delegation of powers granted to the Executive Board to issue shares and/or securities granting access, immediately or in the future, to share capital of the Company, in consideration for contributions in kind granted to your Company, consisting of equity securities or securities grantingaccess to share capital. This delegation would in particular enable Eurazeo to receive contributions in the context of its investment activity, while associating the contributors with Eurazeo's share capital. This possibilitywould be granted to the ExecutiveBoard for a period of 26 months and would be limited to 10% of the Company's share capital, with the amount of any increases deducted from thegeneral ceilingset in the 26 th  resolution. Shares or securities granting access to the Company's share capital would be issued withoutpreferential subscriptionrights.

This delegation of authority could not be used during a takeover bid period. In view of the previousdelegationauthorizedby the Shareholders’ Meeting on April 25, 2018, in its 36 th  resolution, a total number of two million shares were issued as consideration for the contribution in kind by Rhône partners in view of a partnership agreed between Rhône, its partners and Eurazeo on November 28, 2017for Eurazeo to acquire a 30% holding in Rhône Group L.L.C. and Rhône CapitalL.L.C. This delegation would be granted for a period of 26 months and would supersede the unused portion of the authorizationgranted by the 36th resolution adopted by the Shareholders' Meeting of April 25, 2018,which will expire on June 24,2020.

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2019 UNIVERSAL REGISTRATION DOCUMENT