Eurazeo / 2019 Universal Registration Document

Shareholders’ Meeting Statutory Auditors’ report on the issue of shares and/or securities with or without shareholders’ preferential subscription rights

Statutory Auditors’ report on the issue of shares 8.7 and/or securities with or without shareholders’ preferential subscription rights

CombinedShareholders’Meetingof April 30,2020 (20 th  to 26 th  resolutions) This is a free translation into English of the StatutoryAuditors’report issued in French and is providedsolely for the convenienceof English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicablein France. To the Shareholders, In our capacity as Statutory Auditors of Eurazeo SE, and in accordance with Articles L. 228-92and L.225-135 et seq. of the French Commercial Code ( Code de commerce ), we hereby report to you on the proposed delegation of authority to the Executive Board to issue shares and/or securitiesgrantingaccess to the Company’sshare capital, which is submitted toyou for approval. On thebasis of its report, theExecutive Boardproposes that theshareholders: delegate to the Executive Board, for a 26-month period from the date of this Shareholders’ Meeting and with the power to sub-delegate, • the authorityto decide on the following transactions,set the final terms and conditions of the related issues and, where applicable, to cancel shareholders’preferential subscriptionrights: the issue, with shareholders’ preferential subscription rights (20 th  resolution), of ordinary shares and/or securities granting access, • immediately or inthe future,to the Company’s sharecapital; the issue by way of a public offer, without shareholders’preferentialsubscriptionrights (21 st  resolution),of ordinary shares and/or securities • grantingaccess,immediatelyor in the future,to the Company’ssharecapital,it beingspecifiedthat thesesecuritiesmay be issuedas payment for sharestendered in a public exchangeofferin accordance with the conditionset forthin Article L. 225-148 of the FrenchCommercialCode; the issue by way of an offer pursuant to paragraph II of Article L. 411-2 of the French Monetary and Financial Code ( Code monétaire • et financier ) and within the limit of 10% of the share capital at the transaction date, without shareholders’ preferential subscription rights (22 nd  resolution), ofordinary sharesand/or securities grantingaccess, immediately or in future,to the Company’sshare capital; authorize the Executive Board, pursuant to the 23 rd  resolution, within the framework of the authorizations conferred in the 21 st • and 22 nd  resolutions,to set the issueprice within thelimit of 10% of the share capital per year; delegateto the ExecutiveBoard,for a 26-monthperiodfrom the date of this Shareholders’Meeting,all powersnecessaryto issue ordinaryshares • and/orsecuritiesgrantingaccess,immediatelyor in the future,to the Company’ssharecapital,to remuneratecontributions in kindto theCompany consisting ofsharesor securities granting access to share capital(25 th  resolution), within the limitof 10%of theshare capitalat thetime ofthe issue. According to the 26 th  resolution, the aggregate nominal amount of the shares that may be issued, immediately or in the future, pursuant to the 20 th  to 25 th  resolutions,may not exceed€110 million,it being specifiedthat the aggregatenominalamount of the share capital increasesthat may be carried out in respect of the 20 th  resolution may not exceed €110 million and that the aggregate nominal amount of the share capital increases thatmay be carriedout in respect ofthe 21 st , 22 nd  and 25 th  resolutions may notexceed€24 million. According to the 26 th  resolution, the aggregate nominal amount of debt instruments that may be issued in respect of the 20 th  to 25 th  resolutions may notexceed€1 billion. These limits takeinto account the additional securities to be issued in application of the delegationsof authorityreferred to in the 20 th , 21 st , 22 nd  and 23 rd  resolutions,in accordancewith Article L.225-124-1of the French CommercialCode, in theevent the shareholdersadopt the 24 th  resolution. It is the responsibility of the Executive Board to prepare a report in accordance with Articles R. 225-113 et seq. of the French Commercial Code. It is our responsibility to express an opinion on the fairness of the information taken from the financial statements, on the proposed cancelation of shareholders’preferential subscriptionrights and on other informationrelatingto thesetransactions, presented inthis report. We performed the proceduresthat we deemed necessary in accordancewith professionalstandards applicable in France to such engagements. These procedures consisted in verifying the information disclosed in the Executive Board’s report pertaining to these transactions and the methods usedto set the issue price of the securitiesto be issued. Subject to a subsequentexaminationof the terms and conditions of any proposed issues, we have no matters to report as regards the methods used to set theissue price of the securities tobe issued givenin theExecutive Board’sreport in respectof the 21 st , 22 nd  and 23 rd  resolutions. In addition, as this report does not stipulate the methods used to set the issue price in the event that securities are issued pursuant to the implementation ofthe 20 th  and 25 th  resolutions,we do not expressan opinion onthe components usedto calculatethe issueprice. Since the final terms and conditions of the issues have not been set, we do not express an opinion thereon or consequently,on the cancelation of shareholders’preferential subscriptionrights proposed in the21 st , 22 nd  and 25 th  resolutions. In accordancewith Article R. 225-116of the French Commercial Code, we will prepare an additional report if and when the Executive Board uses these delegationsof authority to issue securitiesgrantingaccess to share capital or rights to the allocationof debt instruments,securitiesgranting access to sharesto be issuedor shareswithout shareholders’preferentialsubscriptionrights.

Courbevoieand Neuilly-sur-Seine,March 16, 2020 The StatutoryAuditors

Mazars

PricewaterhouseCoopers Audit

Émilie Loréal

IsabelleMassa

David Clairotte

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