Reference indicators

EURAZEO is a member of the SBF 120 Index, which groups the main issues on the monthly Settlement market as well as certain 'Second Marché' issues.

In September 2000, EURONEXT was officially born from the merger of the Stock Exchanges of Amsterdam, Brussels and Paris. EURONEXT is the first exchange to offer a fully integrated trading, clearing and settlement solution to users on a European basis. EURONEXT 100 is one of its main indices, which gathers the 100 largest and most liquid stocks traded on EURONEXT. The base value of this index is 1000 as of December 31, 1999.
EURAZEO is part of the EURONEXT 100 Index since January 2001.

EURAZEO is also present in the European indices Dow Jones Stoxx and Dow Jones Euro Stoxx, which group the main issues in Western Europe and in the Euro area.

    Deferred Settlement Service

As of September 2000, the trading and the settlement procedures are identical on all markets, with generalisation of the cash settlement.
However, to enable investors to continue to defer settlement, market brokers offer, for those stocks that are eligible for it, a Deferred Settlement Service, ie delivery and payment take place on the last business day of the month.

In view of its membership in the SBF 120 and of its market capitalisation, EURAZEO is naturally on the list of issues eligible for the SRD.

    Bonus shares

Regularly since 1992, AZEO (each year) and EURAFRANCE (various times) offered to their shareholders a one bonus share for 20. After the merger with Rue Imperiale, Eurazeo decided to allot 1 bonus share for 15 held on May, 10th 2004. In 2005, 1 for 10, and 1 for 20 every year since May 10, 2006.

On the basis of that parity, it is enough to hold 20 shares or a multiple of that amount to be credited with a whole number of new shares.

In the absence of a multiple, one can still benefit from allocation of a whole number of new shares by buying the additional EURAZEO shares required.

All that is needed is a purchase of the shares, at the latest, the day before the day of the allocation operation.

Shareholders are informed in advance during the days preceding the start of share allocation operations by way of :

- a notice published in the Bulletin of Mandatory Legal Notices (BALO),

- notices published by EURAZEO in the financial press, or by the Société des Bourses Françaises in the Bulletin des Décisions et Avis,

- the Internet site: www.EURAZEO.com.

    Indemnification of allocation rights constituting odd lots

Rights constituting odd lots are not negotiable, meaning :

- that they cannot be sold or purchased on the market, and that the shares representing rights are sold as a whole by EURAZEO.

Negotiability of allocation rights resulted in heavy charges for individual stockholders, as the low unit amount of the odd lots could be absorbed by fixed trading commissions.

To avoid disadvantaging the individual shareholders, the General Meeting held on 12/18/96 decided that the rights constituting odd lots will not longer be negotiable and will be the object of a cash payment:

- the shares representing rights constituting odd lots are sold in an initial phase as a whole on the market by EURAZEO,
- the sale price is then divided among the holders of the rights within a period of 30 days, starting with the time of entry in the account of the whole number of new shares.

EURAZEO pays the expenses relating to entry in an account of the shares that are allocated free and the trading expenses for the odd lots.

EURAZEO pays the expenses relating to entry in an account of the shares that are allocated free and the trading expenses for the odd lots.

The amount of the indemnity paid for each right depends on the market price of the share on the day of sale of the shares representing rights constituting odd lots.

The bonus shares are credited to the entitled parties' account, in principle, in the 10 days following the allocation date.

The proceeds from sale of the rights are paid either directly into the bank accounts of the registered shareholders, or as a whole to the various brokers, the latter being responsible for dividing the amounts among the entitled shareholders.

In principle, payment of the indemnity takes place in the 30 days following the allocation date.

    Dividend rights

When shareholders purchase shares for spot settlement on a regulated market they will be considered to own the shares on the date of settlement and delivery. They will then be entitled to dividends as of this date, unless they sell their shares before the dividend payment date.

When shares are purchased with deferred settlement (SRD system), shareholders are not considered to own the shares purchased until the settlement-delivery date, which is the last trading day of the month.

    Sale or purchase of shares

• If you are holder of bearer shares or of registered EURAZEO shares not directly registered by Eurazeo

The order must be put in by mail, fax, telephone, Minitel or the Internet to the financial broker at which your securities account has been opened (bank, post office, savings banks, treasury accountant, portfolio management company approved by the COB, investment company).
That financial broker will inform you of the practical procedures to be observed in order to put in an order with it, as well as about the rates it charges.

• If you are entered on a pure registered basis :

By telephone, mail or fax, you may send your orders for buying or selling Securities on the Paris Bourse to the Lazard Securities Department (121 boulevard Haussmann, 75 008 Paris).
A statement of your transactions will be sent to you by mail with an indication, for sales, of the procedures regarding payment to your bank account, and, for your purchases, the amount to be paid.

How does one make out an order?

A market order must include the following:

• General indications :

- transaction direction (buy or sale);
- name of the security;
- number of securities;
- Euroclear (ex Sicovam) code, if possible.

• Order duration

- An order of specified duration expires if not filled within that time.
- A Good Till Cancelled order is valid until the final trading day of the month, except for orders specified as being for deferred settlement.

An order is assumed to be GTC if no duration is specified.

• Price terms

- « At any price » : an order at « any price » is carried out at the opening price for orders recorded before the opening. During the session, as many limits are set as necessary until full execution. This avoids partial execution, but entails a risk of different prices.

- « At the market price » : an order without any specified price limit making it possible to obtain the best price available at the time the order arrives on the market. It may be executed in toto or in part. This order is treated differently depending on the time at which it is transmitted:

· if it is presented on the market before the opening, it will be carried out at the opening price.
· if it is presented during the trading session, it will be carried out at the price of the best demand (offer) on the market at the very time at which the order arise.

- « At limit price » : for the purchaser, this is the maximum price at which it wants to carry out the transactions; for the seller, it is the minimum price at which it agrees to sell its securities.

- « All or nothing » : a limit price order execution of which depends on a sufficient counterparty on the market.

    The periods involved

• If you are entered on a bearer basis :

Your market orders are carried out directly by your financial broker, in principle during the day.

• If you are entered on an administered registered basis

The security must first be converted to bearer. Hence the execution time is longer (a maximum of 4 to 5 days).

• If you are entered on a pure registered basis

The security must be first converted to bearer by Lazard Frères Banque. Lazard undertakes to route your orders within the best delays to the market.

    The payment

Since September 25th, 2001, trading and clearance & settlement procedures are the same for all markets in France, with cash settlement the general rule. The transfer of ownership takes place on the day of trade, and the payment & delivery takes place three days later.
However, you may, if you wish, place orders with instructions for deferred settlement : the payment and delivery are deferred to the last business day of the month.

    The cost of order execution

The « brokerage expenses » are determined by your financial broker. Orders specified for Deferred Settlement are subject to an additional commission.

    Tax issues

• Taxation of dividends (french tax law): :
The gross dividend, i.e, the net dividend plus tax credit is subject to income tax levied on investment income. It is also subject, in France, to welfare contributions (the Contribution Sociale Généralisée (CSG) and the Contribution à la Réduction de la Dette Sociale(CRDS) equal to an overall rate of 10%.

The dividend and tax credit must be declared on the shareholder's income tax return, which must be accompanied by the copy of the tax declaration provided by the financial intermediary. The tax credit represents a claim on the public revenue department (Trésor Public); its is deductible from income tax or reimbursed to natural persons if its value is greater than the tax effectively due. The taxation is only due if the overall amount of revenues exceeds 1,220 € for a single person or 2,440 € for a couple.

• Taxation of capital gains on assets disposals:
Net capital gains (the difference between the selling price and, generally, the acquisition price) realized on the transfer of shares must be listed in a specific declaration attached to the general tax return. However, the capital gains are only taxed, and the declaration is only filed, if the overall amount of securities disposed of exceeds a certain threshold. This threshold is currently 15,000 € for capital gains realized in 1998, 1999 and 2000. When the capital gains are liable to tax, they are taxed at the global rate of 26% which includes-apart from income tax itself properly speaking (16%)-the various welfare contributions (CSG, CRDS, social security charge of 2%, equal to a total of 10%).

In the event of a capital loss, shareholders may deduct this amount from the capital gains realized in subsequent years for a total period of ten years.

• Special case of shares included in a PEA:
The PEA is a specific stock-market investment savings account, linked to a cash account, enabling private individuals resident in France for tax purposes to invest in French equities, mutual funds (SICAV) and investment funds (FCP) eligible for inclusion in a PEA, with fiscally advantageous conditions. Although the 'normal' life of a PEA is 8 years, the tax advantages are acquired from the sixth year of the scheme.
The cash investment is limited to 132,000 € per scheme (a married couple may open two PEAs). The dividends and tax credits related to the securities included in the plan may only be paid into this account; they are capitalized free of tax (for the listed securities).
If the owner of the account makes no withdrawals until the end of the 6th year, the shares included in the PEA account enjoy full tax exemption on the capital gains realized and on the investment income received.

• Market tax:
A market tax is applied for orders between 7,666 € and 153,000 € : 0.3% of the amount. For orders over 153,000 €, the tax amounts to 0.15%.

    The advantages

Entry of the EURAZEO securities on a pure registered basis has two main advantages:

- free management: shareholders do not have to pay custody fees and expenses inherent to ordinary management of their securities,

- guarantee of personalised information. Shareholders receive without any advance request, the Shareholders' Meetings invitation and the various information supports produced by the company (shareholders' letter, shareholder's guide, annual report).

    The entry on a pure registered basis

Entry of the shares in registered form is never automatic. The shareholder must explicitly request this in writing.

It is enough to contact the financial establishment keeping the account in which the securities are deposited and to send it a request for transfer of the securities for entry in a pure registered account.

The establishment contacted in this way will see to transfer of the securities to Lazard Frères Banque, mandated to manage EURAZEO's entries in pure registered accounts.

The cost of the transfer depends on the financial establishment carrying it out, EURAZEO and Lazard Frères Banque not benefiting in any case from any receipts whatsoever from whatever amount may be charged.
The register of securities entered on a pure registered basis belongs to EURAZEO, which has mandated Lazard Frères Banque to manage the shareholders' registered accounts.

It is unnecessary to have a securities account opened directly at Lazard Frères Banque or an associated cash account, as the fund transfers are made solely by cheque or interbank transfer.

    Transactions on a pure registered basis

The orders can be put in directly with Lazard Frères Banque by mail or by fax : Lazard Frères Banque, 121 boulevard Hausmann, 75008 PARIS / 01.44.13.06.60.

With respect to a sale, Lazard Frères Banque handles without charge to conversion of your shares from registered to bearer, and sends you the proceeds of the sale.

With respect to a purchase, the trading order must be backed by the corresponding funds. For an initial purchase, one should specify one's complete civil status and the address for taxation purposes.

    Pure registered securities in a PEA

In principle EURAZEO shares on a pure registered basis are eligible for a share savings plan ("Plan d'Epargne en Actions", PEA).

However, legislation requires the PEA to be managed by authorised financial brokers.

Hence the purchase and sale orders must be put in with the financial broker managing the PEA, and the securities are subject to the custody fees and to the management expenses that are normally charged by the said broker.

Since 31 March 1993, eligibility applies only due to purchase of new securities, and not by transfer to the PEA of securities coming from another account.

Hence it is possible to buy EURAZEO shares to put them into a PEA or to apply for entry on a pure registered basis of EURAZEO shares appearing in a PEA.

    Shareholder's information

The holders of bearer shares are informed :

• of the date, the time and the place of the meeting as well as of the resolutions to be submitted for their approval, at least 35 days before the meeting date by :

- a notice published in the Bulletin of Mandatory Legal Notice (BALO),
- notices in the economic press,
- a notice on the EURAZEO Internet site.
- the calling of such a Meeting by means of a notice published in a legal notices newspaper (Les Petites Affiches), at least two weeks before the Meeting date.

The EURAZEO shareholders entered on a pure registered or administered basis are invited directly by mail, at least two weeks before the Meeting date.

    How to participate ?

In order to participate in shareholders' meetings (in person, by proxy or by mail ballot), shareholders must be able to prove their share ownership. Holders of registered shares must be shareholders of record at least three business days before the Meeting (at the beginning of the day Paris time). Holders of bearer shares must be shareholders of record in the accounts held by the custodian of their shares at least three business days before the Meeting, (at the beginning of the day Paris time) and must have the custodian of their shares address a participation notice certifying that the shares belong to them, at least three days before the General Meeting, at Lazard Frères Banque.

Shareholders who intend to attend a meeting in person and who wish to avoid verification formalities should ask their financial intermediary to request an admission card on their behalf. The admission card will then be mailed to their address a few days prior to the shareholders' meeting. Holders of shares in bearer form are informed of the date, time and location of meetings and the resolutions to be voted on at least 35 days before the meeting date by way of:

• an announcement published in the French legal gazette (BALO),

• announcements in business and financial publications,

• an announcement on the Eurazeo web site.

Moreover, a notice of the meeting is published in the legal gazette (Les Petites Affiches) at least 15 days prior to the meeting date.

Owners of registered Eurazeo shares, whether or not these are registered directly with Eurazeo, will be sent notices of shareholder meetings directly by mail at least 15 days before the meeting date.

    How can one be represented ?

I. Procedure to be followed by holders of shares in registered form

Shareholders wishing to attend a shareholders’ meeting must:

• Apply to Lazard Frères Banque, 121 Boulevard Haussmann, 75008 Paris, or to the Company’s principal office at 32 Rue de Monceau, 75008 Paris, for an admission card. The card will be mailed to the applicant’s address shortly before the shareholders’ meeting.

Shareholders unable to attend a shareholders’ meeting may:

• be represented there by their spouse; or

• give their proxy to another shareholder; or

• vote by mail; or

• give their proxy to the Company, without appointing a person to represent them, in which case their shares will be voted in favor of the draft resolutions submitted or supported by the Executive Board.

All holders of shares in registered form will be sent a form for voting by mail ballot or appointing a proxy, to be used in either of the four instances above.

Mail ballot forms must be received no later than three days prior to the meeting date, failing which they will be disregarded, at either:

• Lazard Frères Banque, 121 Boulevard Haussmann, 75008 Paris, or

• the Company’s principal office at 32 Rue de Monceau, 75008 Paris.

Proxy forms must comply with applicable regulations and must be received by the Company at least three days prior to the shareholders’ meeting.


II. Procedure to be followed by holders of shares in bearer form

Shareholders wishing to attend a shareholders’ meeting must:

• Ask their financial intermediary for a certificate of participation (attestation de participation) at least three days prior to the shareholders’ meeting. Certificates will be forwarded by the intermediary to Lazard Frères Banque, which will send each shareholder an admission card. Certificates will also be provided to shareholders wishing to participate in person at a shareholders’ meeting but who have not received their admission card by midnight (Paris time) three days prior to the shareholders’ meeting.

Shareholders unable to attend a shareholders’ meeting may:

• be represented there by their spouse; or

• give their proxy to another shareholder; or

• vote by mail; or

• give their proxy to the Company, without appointing a person to represent them, in which case their shares will be voted in favor of the draft resolutions submitted or supported by the Executive Board.

In all four of the foregoing instances, shareholders must send a registered letter, return receipt requested, to Lazard Frères Banque (at the above address), requesting a mail-ballot and proxy form. Requests must be received no later than six days prior to the shareholders’ meeting by either Lazard Frères Banque, 121 Boulevard Haussmann, 75008 Paris, or by the Company’s principal office at 32 Rue de Monceau, 75008 Paris.

Mail ballots shall be effective only if accompanied by the above-mentioned participation certificate.

Mail ballot forms, with the attached participation certificates, must be received no later than three days prior to the meeting date, failing which they will be disregarded, at either:

• Lazard Frères Banque, 121 Boulevard Haussmann, 75008 Paris, or

• the Company’s principal office at 32 Rue de Monceau, 75008 Paris.

Proxy forms must comply with applicable regulations and must be received by the Company at least three days prior to the shareholders’ meeting.