EURAZEO_REGISTRATION_DOCUMENT_2017

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SHAREHOLDERS’ MEETINGS Draft resolutions

15 th resolution: Appointment of Robert Agostinelli as a non-voting member

with quorum and majority rules for Ordinary Shareholders’ Meetings, approves the fixed, variable and exceptional components of total compensation and benefits of all kind paid or awarded in respect of fiscal year 2017 to Michel David-Weill, as presented in the Company’s corporate governance report referred to in Article L. 225-68 of the same Code. 20 th resolution: Approval of compensation paid or awarded in respect of fiscal year 2017 to Patrick Sayer, Chairman of the Executive Board Pursuant to Article L. 225-37-3 and Article L. 225-100 II of the French Commercial Code, the Shareholders’ Meeting, voting in accordance with quorum and majority rules for Ordinary Shareholders’ Meetings, approves the fixed, variable and exceptional components of total compensation and benefits of all kind paid or awarded in respect of fiscal year 2017 to Patrick Sayer, as presented in the Company’s corporate governance report referred to in Article L. 225-68 of the same Code. 21 st resolution: Approval of compensation paid or awarded in respect of fiscal year 2017 to Virginie Morgon, a member of the Executive Board Pursuant to Article L. 225-37-3 and Article L. 225-100 II of the French Commercial Code, the Shareholders’ Meeting, voting in accordance with quorum and majority rules for Ordinary Shareholders’ Meetings, approves the fixed, variable and exceptional components of total compensation and benefits of all kind paid or awarded in respect of fiscal year 2017 to Virginie Morgon, as presented in the Company’s corporate governance report referred to in Article L. 225-68 of the same Code. 22 nd resolution: Approval of compensation paid or awarded in respect of fiscal year 2017 to Philippe Audouin, a member of the Executive Board Pursuant to Article L. 225-37-3 and Article L. 225-100 II of the French Commercial Code, the Shareholders’ Meeting, voting in accordance with quorum and majority rules for Ordinary Shareholders’ Meetings, approves the fixed, variable and exceptional components of total compensation and benefits of all kind paid or awarded in respect of fiscal year 2017 to Philippe Audouin, as presented in the Company’s corporate governance report referred to in Article L. 225-68 of the same Code. 23 rd resolution: Approval of agreements and commitments governed by Articles L. 225-86 and L. 225-90-1 of the French Commercial Code and the Statutory Auditors’ Special Report, concerning Patrick Sayer The Shareholders’ Meeting, voting in accordance with quorum and majority rules for Ordinary Shareholders’ Meetings and having reviewed the Statutory Auditors’ Special Report, approves the commitments given by the Supervisory Board meeting of November 27, 2017 in favor of Patrick Sayer and 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.

The Shareholders’ Meeting, voting in accordance with quorum and majority rules for Ordinary Shareholders’ Meetings and having reviewed the Executive Board’s report, appoints Robert Agostinelli as a non-voting member of the Company for a period of four years expiring at the end of the Ordinary Shareholders’ Meeting held in 2022 to approve the financial statements for the prior year.

16 th resolution: Renewal of the term of office of Jean-Pierre Richardson as a non-voting member

The Shareholders’ Meeting, voting in accordance with quorum and majority rules for Ordinary Shareholders’ Meetings and having reviewed the Executive Board’s report, renews the term of office of Jean-Pierre Richardson as a non-voting member of the Company for a period of four years expiring at the end of the Ordinary Shareholders’ Meeting held in 2022 to approve the financial statements for the prior year. 17 th resolution: Approval of the principles and criteria for determining, allocating 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 The Shareholders’ Meeting, voting in accordance with quorum and majority rules for Ordinary Shareholders’ Meetings and having reviewed the corporate governance report presenting the compensation policy for executive corporate officers prepared in accordance with Article L. 225-68 of the French Commercial Code, approves the principles and criteria for determining, allocating 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 in respect of their duties, as presented to the Shareholders’ Meeting in the aforementioned report. 18 th resolution: Approval of the principles and criteria for determining, allocating 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 The Shareholders’ Meeting, voting in accordance with quorum and majority rules for Ordinary Shareholders’ Meetings and having reviewed the corporate governance report presenting the compensation policy for executive corporate officers prepared in accordance with Article L. 225-68 of the French Commercial Code, approves the principles and criteria for determining, allocating 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 in respect of their duties, as presented to the Shareholders’ Meeting in the aforementioned report. 19 th resolution: Approval of compensation paid or awarded in respect of fiscal year 2017 to Michel David-Weill, Chairman of the Supervisory Board Pursuant to Article L. 225-37-3 and Article L. 225-100 II of the French Commercial Code, the Shareholders’ Meeting, voting in accordance

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2017 Registration document

Eurazeo