EURAZEO_REGISTRATION_DOCUMENT_2017

3 GOVERNANCE

Compensation and other benefits received by corporate officers

Compensation and other benefits received 3.2 by corporate officers

a variable portion of €4,000 per meeting. • The Supervisory Board member representing employees receives no attendance fees in respect of his duties. Finally, annual compensation of €400,000, authorized by the Supervisory Board meeting of December 15, 2010 and unchanged since, is allocated to Michel David-Weill. The members of the various committees also receive attendance fees of €3,500 per meeting for the Audit Committee and €3,000 per meeting for the other committees (Compensation and Appointment Committee, Finance Committee and CSR Committee). The Chairmen of these committees receive additional attendance fees of 50%. Except for the proposed increase in the total amount of attendance fees, the Supervisory Board has not changed the compensation policy. In accordance with the AFEP-MEDEF Code, each member of the Supervisory Board must be a shareholder of the Company in a personal capacity and hold a significant number of shares. Pursuant to Article 11.2 of the Bylaws, members of the Supervisory Board must hold a minimum of 250 shares in the Company when they begin their term of office. In addition, Article 4 of the Internal Rules states that members of the Supervisory Board must increase the number of shares held to the equivalent of one year’s attendance fees, that is 750 shares, before the end of their current term of office. This obligation to hold shares does not apply to shareholders representing employees, when applicable. Supervisory Board members do not receive variable compensation, stock options or performance shares. Compensation policy for Executive 3.2.1.2 Board members The Supervisory Board sets the compensation policy for members of Eurazeo’s Executive Board on the basis of recommendations made by the Compensation and Appointment Committee, taking account of the principles set out in the AFEP-MEDEF Code: comprehensiveness, balance between the compensation components, comparability, consistency, understandability of the rules and proportionality. Executive Board members receive: fixed compensation, annual variable compensation, long-term compensation (share purchase option and/or performance share grants), for some of them, a supplementary defined benefit pension plan, and other benefits incidental to their duties. At the recommendation of the Compensation and Appointment Committee, the Supervisory Board meeting of March 8, 2018 amended the compensation policy for Executive Board members in three key areas: the weighting applied to qualitative criteria for the variable (i) compensation; the conditions applicable to the non-compete obligation; (ii) the decrease in the pension paid by the defined-benefit pension (iii) plan to 45% for all beneficiaries present in the Company as of the Shareholders’ Meeting of April 25, 2018 and the determination of the performance conditions applicable to the annual increase in contingent rights.

3.2.1

2018 CORPORATE OFFICER

COMPENSATION POLICY Pursuant to the new Article L. 225-82-2 of the French Commercial Code, “the principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components of total compensation and benefits of all kinds” of corporate officers must be presented to shareholders for vote. This Section 3.2.1 presents the compensation structure as set by the Supervisory Board at the recommendation of the Compensation and Appointment Committee, that is the principles and criteria adopted by the Supervisory Board for determining, allocating and awarding corporate officer compensation. Compensation policy for Supervisory 3.2.1.1 Board members Article 7 of the Supervisory Board’s Internal Rules provides that: the Chairman and Vice-Chairman may receive compensation, the • nature, amount and payment methods of which are determined by the Supervisory Board acting upon the recommendation of the Compensation and Appointment Committee; the amount of attendance fees set by the Shareholders’ Meeting • under the terms of Article 15 of the Bylaws is shared between the Supervisory Board, its committees and, when applicable, their non-voting members, in accordance with the following principles: the Supervisory Board sets the amount of attendance fees → allocated to Supervisory Board members, and the amount allocated to the Chairman and members of each committee, attendance fees allocated to members of the Supervisory → Board include a fixed portion and a variable portion in proportion to their actual presence at Board meetings, attendance fee allocated to members of the committees are → determined in proportion to their actual presence at committee meetings, the Supervisory Board may decide that a proportion of the → attendance fees should be allocated to non-voting members, the amount and conditions of such allocation being set by the Supervisory Board itself. The Shareholders’ Meeting of May 6, 2015, decided in the eighth resolution to grant the Supervisory Board total annual attendance fees of €900,000 with effect from fiscal year 2015 and until a new decision by it. The Shareholders’ Meeting of April 25, 2018 is asked to increase the total amount of attendance fees from €900,000 to €1,200,000 with effect from fiscal year 2018, to take account of the expansion of the Supervisory Board’s composition and the increase in the number of Board and committee meetings. Attendance fees for fiscal year 2018 will be allocated in accordance with the rules previously established under which the majority of attendance fees are variable. This increase will not therefore increase proportionally the individual share of each member. Attendance fees allocated to Supervisory Board members are determined based on the following rules, as defined by the Supervisory Board meeting of December 15, 2015: a fixed portion of €13,000 (+200% for the Chairman and +100% for • the Vice-Chairman);

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2017 Registration document

Eurazeo