EURAZEO_REGISTRATION_DOCUMENT_2017

SHAREHOLDERS’ MEETINGS Agenda

AGENDA Resolutions before the Ordinary Shareholders’ Meeting Approval of the Company financial statements for the year ended 1. December 31, 2017. Allocation of net income for the year and dividend distribution. 2. Approval of the consolidated financial statements for the year 3. ended December 31, 2017. Approval of agreements and commitments governed by 4. Article L. 225-86 of the French Commercial Code. Approval of agreements governed by Article L. 225-86 of the 5. French Commercial Code between the Company and JCDecaux Holding SAS. Approval of an agreement governed by Article L. 225-86 of the 6. French Commercial Code between the Company and certain shareholders of the Company that are members of the Concert (2010 Agreement). Ratification of the appointment of Jean-Charles Decaux as a 7. member of the Supervisory Board. Ratification of the appointment of JCDecaux Holding SAS as a 8. member of the Supervisory Board. Appointment of Amélie Oudéa-Castera as a member of the 9. Supervisory Board. Appointment of Patrick Sayer as a member of the Supervisory 10. Board. Renewal of the term of office of Michel David-Weill as a member 11. of the Supervisory Board. Renewal of the term of office of Anne Lalou as a member of the 12. Supervisory Board. Renewal of the term of office of Olivier Merveilleux du Vignaux as 13. a member of the Supervisory Board. Renewal of the term of office of JCDecaux Holding SAS as a 14. member of the Supervisory Board. Appointment of Robert Agostinelli as a non-voting member. 15. Renewal of the term of office of Jean-Pierre Richardson as a 16. non-voting member. Approval of the principles and criteria for determining, allocating 17. and awarding the fixed, variable and exceptional components of total compensation and benefits of all kind, that may be awarded to members of the Supervisory Board. Approval of the principles and criteria for determining, allocating 18. and awarding the fixed, variable and exceptional components of total compensation and benefits of all kind, that may be awarded to members of the Executive Board. Approval of compensation paid or awarded in respect of fiscal 19. year 2017 to Michel David-Weill, Chairman of the Supervisory Board. Approval of compensation paid or awarded in respect of fiscal 20. year 2017 to Patrick Sayer, Chairman of the Executive Board. Approval of compensation paid or awarded in respect of fiscal 21. year 2017 to Virginie Morgon, a member of the Executive Board. Approval of compensation paid or awarded in respect of fiscal 22. year 2017 to Philippe Audouin, a member of the Executive Board. Approval of agreements and commitments governed by 23. Articles L. 225-86 and L. 225-90-1 of the French Commercial Code and the Statutory Auditors’ Special Report, concerning Patrick Sayer. Approval of agreements and commitments governed by 24. Articles L. 225-86 and L. 225-90-1 of the French Commercial Code and the Statutory Auditors’ Special Report, concerning Virginie Morgon, following the renewal of her term of office as a member of the Executive Board. Approval of agreements and commitments governed by 25. Articles L. 225-86 and L. 225-90-1 of the French Commercial Code and the Statutory Auditors’ Special Report, concerning Philippe

Audouin, following the renewal of his term of office as a member of the Executive Board. Approval of agreements and commitments governed by 26. Articles L. 225-86 and L. 225-90-1 of the French Commercial Code and the Statutory Auditors’ Special Report, concerning Nicolas Huet, following his appointment as a member of the Executive Board. Approval of agreements and commitments governed by 27. Articles L. 225-86 and L. 225-90-1 of the French Commercial Code and the Statutory Auditors’ Special Report, concerning Olivier Millet, following his appointment as a member of the Executive Board. Setting of the total annual amount of attendance fees. 28. Authorization of a share buyback program by the Company for its 29. own shares. Delegation of authority to the Executive Board to increase share 30. capital by capitalizing reserves, profits or share, merger or contribution premiums. Delegation of authority to the Executive Board to issue shares 31. and/or securities granting access, immediately or in the future, to share capital, with retention of preferential subscription rights. Delegation of authority to the Executive Board to issue shares 32. and/or securities granting access, immediately or in the future, to share capital, with cancellation of preferential subscription rights and by public offering, or in connection with a takeover bid comprising a share exchange offer. Delegation of authority to the Executive Board to issue shares 33. and/or securities granting access, immediately or in the future, to share capital, with cancellation of preferential subscription rights in connection with an offering referred to in Section II of Article L. 411-2 of the French Monetary and Financial Code. Authorization to the Executive Board, to set the issue price in the 34. 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. Increase in the number of shares, securities or other instruments 35. to be issued in the event of a share capital increase with or without preferential subscription rights. Delegation of powers to the Executive Board to issue shares 36. 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. Overall ceilings on the amount of shares and securities issued 37. under the 31 st to 36 th resolutions. Delegation of authority to the Executive Board to increase share 38. capital by issuing ordinary shares and/or securities granting access, immediately or in the future, to share capital reserved for members of a Company Savings Plan, with cancellation of preferential subscription rights in their favor. Delegation of authority to the Executive Board, in the event of 39. takeover bids targeting the Company’s shares, to issue bonus share warrants to the Company’s shareholders. Amendment of Article 8 of the Bylaws – Information on share 40. capital ownership. Amendment of Article 14 of the Bylaws – Powers of the 41. Supervisory Board. Amendment of Article 16 of the Bylaws – Non-voting members 42. (42 nd resolution). Resolutions before the Extraordinary Shareholders’ Meeting

Resolution before the Ordinary Shareholders’ Meeting Powers to carry out formalities. 43.

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Eurazeo

2017 Registration document