EURAZEO_REGISTRATION_DOCUMENT_2017

SHAREHOLDERS’ MEETINGS Agenda

Company commitments in respect of the term of office of Patrick Sayer, Chairman of the Executive Board (23 rd resolution) The Supervisory Board meeting of November 27, 2017, having decided not to renew the term of office of Patrick Sayer, duly noted that he was due to receive termination benefits in accordance with the conditions set by the Supervisory Board meeting of December 5, 2013, the principle and terms and conditions of which were approved by the Shareholders’ Meeting of May 7, 2014 (11th resolution). The amount of termination benefits is determined based on full compensation (fixed + variable) paid during the last 12 months. Considering the impact of the Law of December 9, 2016 regarding the timetable for the payment of variable compensation, the Supervisory Board meeting of November 27, 2017 amended the provisions setting the calculation base to include, on departure, the bonus payable for fiscal year 2017, subject to the resolutive condition that it will be validated by the Shareholders’ Meeting of April 25, 2018. The amount of Patrick Sayer’s termination benefits will be definitively set on March 19, 2018 with the agreement of the Chairman of the Supervisory Board, to which the Supervisory Board meeting of March 8, 2018 conferred powers, based on the attainment rate of the performance condition. The 23rd resolution asks the Shareholders' Meeting, voting in accordance with quorum and majority rules for Ordinary Shareholders' Meetings, having reviewed the Statutory Auditors' Special Report, to approve the amendment of the provisions setting the termination benefit calculation base as initially authorized by the Supervisory Board meeting of December 5, 2013. The termination benefit application conditions on the non-renewal of Patrick Sayer’s term of office as Chairman of the Executive Board are presented in Section 3.2.2.2.2 of the Registration Document. The 24 th , 25 th , 26 th and 27 th resolutions ask the Shareholders’ Meeting, voting in accordance with quorum and majority rules for Ordinary Shareholders’ Meetings, having reviewed the Executive Board’s report and the Statutory Auditors’ Special Report, to approve the commitments given by the Supervisory Board meeting of March 8, 2018 relating to compensation components, allowances and benefits due or potentially due because of leaving or changing office or after the term of office and the report thereon prepared in accordance with Articles L. 225-86 and L. 225-90-1 of the French Commercial Code, in favor of the following Executive Board members: Virginie Morgon, Chairwoman of the Executive Board following the • renewal of her term of office as a member of the Executive Board as of March 19, 2018; Philippe Audouin, Directeur Général Finances - CFO, following the • renewal of his term of office as a member of the Executive Board as of March 19, 2018; Nicolas Huet, following his appointment as a member of the • Executive Board as of March 19, 2018; Olivier Millet, following his appointment as a member of the • Executive Board as of March 19, 2018. Pursuant to the reconfiguration of the Executive Board decided by the Supervisory Board at the recommendation of the Compensation and Appointment Committee, the Supervisory Board meeting of March 8, 2018 set all components of compensation for Executive Board members and particularly the regulated commitments given in favor of each member based on the amended compensation policy. These principles and criteria governing the corporate officer compensation policy decided by the Supervisory Board at the recommendation of the Compensation and Appointment Committee are presented in the corporate governance report prepared in accordance with the aforementioned article and included in Section 3.2 of the Registration Document (p. 166 and seq). Commitments governed by Article L. 225-90-1 of the French Commercial Code given in favor of Executive Board members (24 th , 25 th , 26 th and 27 th resolutions)

Setting of the total annual amount of attendance fees (28 th resolution) To take account of the increase in the number of Supervisory Board members and the increase in the number of Board and committee meetings, the Shareholders’ Meeting of April 25, 2018 is asked to increase the total maximum amount of attendance fees from €900,000 to €1,200,000 for all attendance fees granted to members of the Supervisory Board and non-voting members, where applicable, from fiscal year 2018. It is recalled that the number of Supervisory Board and committee meetings increased 45% in fiscal year 2017 compared to 2016 (29 meetings in 2017 and 20 meetings in 2016) and 15% on average over the last three years. The maximum amount of attendance fees was therefore granted in full in respect of fiscal year 2017. The proposed one-third increase in the maximum amount of attendance fees is therefore appropriate, to take account of the compensation of the new members of the Supervisory Board and the new non-voting member and Eurazeo’s intense governance activities. Attendance fees for fiscal year 2018 will be allocated in accordance with the rules previously established by the Supervisory Board meeting of December 15, 2015, under which the majority of attendance fees are variable. This increase will not therefore increase proportionally the individual share of each member. Authorization of a share buyback program by the Company for its own shares (29 th resolution) The authorization granted by the Shareholders’ Meeting of May 11, 2017 to the Executive Board to carry out transactions in the Company’s shares expires on November 10, 2018. The 29 th resolution asks shareholders to authorize the Executive Board once again, for a period of 18 months, to carry out transactions in the Company’s shares subject to a maximum purchase price per share of €100. This authorization would enable the Executive Board to purchase market-making in the Company’s shares under a liquidity contract; • granting shares to employees and corporate officers of the • Company and/or current or future affiliates; remitting or exchanging them when the rights attached to debt • instruments that entitle holders to receive Company shares are exercised, and particularly with respect to exercising share purchase options, granting bonus shares or profit-sharing; using them in undertaking any other transaction approved or • recognized by the law and/or the Financial Markets Authority and any goals consistent with prevailing regulations. The Company may also use this authorization with a view to retaining or using shares in exchange or as payment for potential future acquisitions. These transactions may not be performed during a takeover period. During such a period, transactions may only be performed to allow the Company to satisfy prior commitments or if the buyback transactions are performed under a prevailing independent share purchase mandate. It is recalled that the Company directly owned 3,099,284 shares as of December 31, 2017, representing 4.29% of its share capital. In accordance with prevailing laws and regulations, these shares do not confer dividend or voting rights. The Company plans to cancel 737,378 of these 3,099,284 shares. 37,386 shares were purchased on behalf of Eurazeo under the liquidity contract and 2,324,520 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. shares with a view to: canceling them; •

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Eurazeo

2017 Registration document