EURAZEO_REGISTRATION_DOCUMENT_2017

GOVERNANCE Compensation and other benefits received by corporate officers

The fixed compensation seeks to guarantee a competitive level of compensation compared with the sector and in line with the Company’s development. It is determined by the Supervisory Board based on market practices observed in comparable sector companies. The fixed compensation is not intended to change each year. The fixed compensation allocated to each member of the Executive Board will be reviewed every three years, in the absence of any specific change in responsibilities and/or duties. The principles and criteria setting the annual variable compensation of Executive Board members are determined and reviewed each year by the Supervisory Board based on the recommendations of the Compensation and Appointment Committee. Target variable compensation is expressed for each Executive Board member as a percentage of annual fixed compensation, capped at 100%. This target bonus represents 100% attainment of the objectives set for the various criteria. The criteria weightings were reviewed for fiscal year 2018 to increase the weight of qualitative criteria to 25% (vs 20%). The quantifiable elements of these criteria are presented below. The weighting applied to the individual appraisal was reduced to 15% (vs. 20%) The annual variable compensation rewards annual performance based on: objective economic criteria, representing 60% of the target bonus; • specific qualitative criteria based on quantifiable elements directly • linked to the strategy presented and the objectives defined, including CSR objectives, representing 25% of the target bonus; and finally a discretionary appraisal judging management quality • and the manager’s commitment and contribution to promoting Eurazeo’s image and reputation, representing 15% of the target bonus. There are currently three economic criteria: annual growth in NAV: this criteria represents 25% of the target • bonus where the objective set by the Supervisory Board is attained and can reach 50% if this objective is exceeded; NAV performance compared with the CAC 40: this criteria • represents 25% of the target bonus if NAV growth equals the increase in the CAC 40 and can reach 50% if NAV growth outperforms the CAC 40; EBIT (Earnings Before Interest & Taxes) of consolidated • investments in line with budget: this criteria represents 10% of the target bonus if budgeted EBIT is met and can reach 20% if budgeted EBIT is exceeded. Depending on the level of attainment of these criteria (values less than, equal to or more than the target values set), the portion of variable compensation based on economic criteria can vary between 0% and 120% of the target bonus. Individual qualitative criteria are set annually by the Supervisory Board at the recommendation of the Compensation and Appointment Committee. They include notably items relating to strategy and the CSR policy. At the recommendation of the Compensation and Appointment Committee, the Supervisory Board meeting of March 8, 2018 defined qualitative criteria including the implementation of the new structure, the completion of partnerships with Rhône and Idinvest and improvements in the CSR 2020 strategy indicators. In the event of an exceptional contribution not taken into account in the objectives set, an additional qualitative bonus equal to 10% of the target bonus can be awarded to one or more Executive Board members. In all events, after addition of the economic criteria, the qualitative criteria and the individual appraisal, the total variable compensation awarded cannot exceed 150% of the target variable compensation. Pursuant to prevailing regulations, payment of the variable compensation to each Executive Board member in respect of fiscal

year 2018 will be subject to approval by the Ordinary Shareholders’ Meeting approving the financial statements for the year ended December 31, 2018. Executive Board members are not intended to receive attendance fees from investments. Accordingly, attendance fees received in respect of offices held in the investments are deducted from variable compensation payable in respect of the same fiscal year. Long-term compensation seeks to encourage value creation over the long-term and align the interests of managers with those of shareholders. The 22 nd resolution adopted by the Shareholders’ Meeting of May 12, 2016 authorized the Executive Board to grant share subscription or purchase options to employees and corporate officers of the Company and its affiliates, representing up to 3% of the Company’s share capital. The resolution provides for a sub-ceiling on the grant of share subscription or purchase options to corporate officers of 1.5% of the share capital. Each year, the Supervisory Board, at the recommendation of the Compensation and Appointment Committee, sets the total number of share purchase options to be granted to the members of the Executive Board and beneficiary employees. It sets the number of share purchase options to be allocated to each member of the Executive Board based on their responsibilities and their contribution to the Company’s operations. Stock options granted to members of the Executive Committee are subject to the following limits: the total number of options granted to the Executive Board may • not represent 50% or more of the total number of options granted; the value of such options as presented in the consolidated • financial statements in accordance with IFRS cannot exceed twice the total annual compensation (fixed and variable) of each executive corporate officer. Executive Board members, in the same way as all other beneficiaries of the share purchase option plan, may, at the time of the initial grant, exchange all or part of the share purchase options for performance shares at an exchange rate of one performance share for three share purchase options. The vesting of the share purchase options and the shares received in exchange for the options is subject in full to a combination of performance conditions tied to the change in NAV per share in absolute terms and the change in the Company share price compared with the change in the CAC 40. Options vest progressively in tranches, subject to the beneficiary still being employed by the Company at the end of the relevant vesting period: half of the options vest at the end of the second year following • their grant; the third quarter of the options vest at the end of the third year • following their grant; the final quarter of the options vest at the end of the fourth year • following their grant. Vested options cannot be exercised before the fourth year following their grant, subject to the attainment of any performance conditions (1) . When the beneficiary of the options has not been employed by the Company for at least four years at the expiry date of one of the vesting periods, the options corresponding to this period do not vest until the beneficiary has four years’ service.

3

Share purchase options are granted with no discount. The use of hedging instruments is strictly prohibited.

Performance share grants are subject to a three-year vesting period and the attainment of the same performance conditions as the share purchase options.

If the performance conditions are not attained or only partially attained, all or a portion of the options will automatically expire. (1)

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Eurazeo

2017 Registration document