EURAZEO_REGISTRATION_DOCUMENT_2017

GOVERNANCE Compensation and other benefits received by corporate officers

In the event of payment of a termination benefit, the combined total of the non-compete allowance and the termination benefit must not exceed the combined total of the fixed and variable compensation paid during the two years preceding departure.

Payment of termination benefits is subject, for each Executive Board member, to a performance condition based on Eurazeo’s share performance (dividends reinvested) compared to that of the LPX TR index between the date of most recent appointment and the date of termination as follows. if Eurazeo’s share price (dividends reinvested) achieves 100% or • more of the performance of the LPX TR index, the Executive Board member shall receive full termination benefits; if Eurazeo’s share price (dividends reinvested) achieves 80% or less • of the performance of the LPX TR index, the Executive Board member shall receive two-thirds of termination benefits; between these limits, the termination benefits due to the Executive • Board member shall be calculated on a proportional basis. Payment shall also not be made if the individual leaves the Company at their own initiative to take up another position, if they change their position within the Group or if they are eligible for a pension within one month of the departure date. Compensation equal to half this amount will be payable if they are eligible for a pension within one to six months of the departure date. In all events, whatever the departure date, the termination benefits received may not exceed the compensation that would have been received for the remaining months to retirement. Finally, when the corporate officer also holds an employment contract with the Company, termination benefits will include and may not be less than any compensation due pursuant to law or the collective agreement.

Termination benefits In the event of: forced termination of duties, •

forced departure before expiry of the term of office, • dismissal, except for gross or willful misconduct, • each member of the Executive Board is entitled to termination benefits potentially representing: two (2) years for the Chairman of the Executive Board, • eighteen (18) months for other Executive Board members, • of full annual compensation (fixed and variable) determined based on compensation paid in respect of the last 12 months. On November 27, 2013, the Compensation and Appointment Committee clarified the situation of “forced departure”. This situation covers any resignation in the six months following a change in control or strategy of the Company. In this event, corporate officer termination payments are due. Furthermore, the Supervisory Board meeting of March 8, 2018, at the recommendation of the Compensation and Appointment Committee, decided not to expressly include the case of non-renewal of the term of office of Chairman of the Executive Board and to stick to the concept of forced departure.

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Eurazeo

2017 Registration document