EURAZEO_REGISTRATION_DOCUMENT_2017

7

SHAREHOLDERS’ MEETINGS Draft resolutions

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New wording

agreements regarding debt, financing or alliances, whenever the • total amount of the transaction or agreement, performed in one or more stages, exceeds two hundred million euros (€200 million); all agreements and commitments governed by Article L. 225-86 • of the French Commercial Code. The following items are taken into consideration for the purpose of the above limit of two hundred million euros (€200 million): the value of any investment by the Company, as reported in → its company accounts, either in the form of equity or equity equivalents or in the form of shareholder loans or similar arrangements; debts and assimilated liabilities for which the Company has → provided an express guarantee or agreed to stand surety. Other liabilities contracted by the subsidiary or holding entity concerned, or by a special-purpose acquisition entity, for which the Company has not expressly agreed to give a guarantee or stand surety, are not taken into account to determine whether or not the limit has been exceeded. Within the limit of the amounts that it will determine, under the 5. terms and conditions and for the duration that it defines, the Supervisory Board may authorize the Executive Board in advance to carry out one or more of the transactions mentioned in paragraph 4 above. The Supervisory Board may decide to set up committees from 6. among its members to review questions that it or its Chairman submit for their opinion. It defines the membership and tasks of these committees which will act under the Board’s responsibility.

The following items are taken into consideration for the purpose of the above limit of two hundred million euros (€200 million): the value of any investment by the Company, as reported in → its company accounts, either in the form of equity or equity equivalents or in the form of shareholder loans or similar arrangements; debts and assimilated liabilities for which the Company has → provided an express guarantee or agreed to stand surety. Other liabilities contracted by the subsidiary or holding entity concerned, or by a special-purpose acquisition entity, for which the Company has not expressly agreed to give a guarantee or stand surety, are not taken into account to determine whether or not the limit has been exceeded. All agreements and commitments governed by Article L. 225-86 c. of the French Commercial Code. Within the limit of the amounts that it will determine, under the 5. terms and conditions and for the duration that it defines, the Supervisory Board may authorize the Executive Board in advance to carry out one or more of the transactions mentioned in a) and b) of paragraph 4 above. The Supervisory Board may decide to set up committees from 6. among its members to review questions that it or its Chairman submit for their opinion. It defines the membership and tasks of these committees which will act under the Board’s responsibility.

The other provisions of Article 14 remain unchanged.

42 nd resolution: Amendment of Article 16 of the Bylaws – Non-voting members The Shareholders’ Meeting, voting in accordance with quorum and majority rules for Extraordinary Shareholders’ Meetings and having reviewed the Executive Board’s report, resolves to amend Article 16 of the Bylaws as follows:

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New wording

The Shareholders’ Meeting may appoint non-voting members to 1. assist the Supervisory Board. Non-voting members may or may not be selected from among shareholders; there may be no more than four non-voting members, and they are appointed for a maximum of four years. The Supervisory Board decides their roles and responsibilities and sets their compensation. The maximum age limit for non-voting members of the Board is 2. eighty (80) years. Non-voting members who reach this age shall be deemed to have resigned. Non-voting members are invited to all Supervisory Board 3. meetings and may contribute to its proceedings in an advisory role only. They may not act on behalf of Supervisory Board members and may only advise.

The Shareholders’ Meeting may appoint non-voting members to 1. assist the Supervisory Board. Non-voting members may or may not be selected from among shareholders; there may be no more than four non-voting members, and they are appointed for a maximum of four years. The Supervisory Board decides their roles and responsibilities and sets their compensation.

Non-voting members are invited to all Supervisory Board 2. meetings and may contribute to its proceedings in an advisory role only. They may not act on behalf of Supervisory Board members and may only advise.

RESOLUTION BEFORE THE ORDINARY SHAREHOLDERS’ MEETING 4 rd resolution: Powers to carry out formalities. The Shareholders’ Meeting grants full powers to the Chairman of the Executive Board or his representative(s), and bearers of these minutes or of a copy or extract thereof, for the purpose of all necessary filings, registrations and formalities.

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2017 Registration document

Eurazeo