EURAZEO_REGISTRATION_DOCUMENT_2017

GOVERNANCE Compensation and other benefits received by corporate officers

Compensation due or awarded to members of the Executive Board 3.2.2.2 Components of compensation due or awarded in respect of fiscal year 2017 to Patrick Sayer, Chairman 3.2.2.2.1 of the Executive Board until March 18, 2018 Fixed compensation

Company. In the case of Rhône, existing mutual confidence combined with the negotiation of balanced long-term agreements enabled the creation of a leading and highly competitive transatlantic group. The Idinvest deal was won in the face of strong competition and completes Eurazeo’s range of private debt and fund of fund activities. These transactions significantly accelerate Eurazeo’s growth, strengthen its independence and grant access to potential financial resources and investment opportunities. They therefore meet the definition of events that may give rise to an exceptional bonus. The variable compensation of Executive Board members is therefore set at 126.53% of target variable compensation, representing variable compensation of €1,353,918 for Patrick Sayer (compared with €861,700 for fiscal year 2016). Compensation due or awarded in respect of fiscal year 2017 will be presented to the Shareholders’ Meeting of April 25, 2018 for vote. Long-term compensation Patrick Sayer received 124,017 share purchase options and decided to convert 60% of them to performance shares. Accordingly, Patrick Sayer was ultimately awarded: 49,608 share purchase options, valued at €357,178; and • 24,803 performance shares valued at €840,822. • Representing a total theoretical amount based on their IFRS valuation of €1,198,000 for long-term compensation, i.e. the equivalent of slightly less than six months short-term fixed and variable compensation. In fiscal year 2017, given the attainment of the performance conditions associated with the share purchase option plan of May 7, 2013 (stock market performance of 115.16%), the following options vested to Patrick Sayer: 174,340 share purchase options, i.e. 100% of adjusted rights as of • May 7, 2017. Defined benefit pension plan In consideration of services rendered during the performance of his duties, Patrick Sayer benefits from a supplementary defined benefit pension plan that remains open to any beneficiaries dismissed after the age of 55 provided they do not undertake any professional activity before the payment of their pension. It should be noted that on December 5, 2013, the Supervisory Board had duly noted that if his term of office is not renewed before March 19, 2018, the compensation paid with respect to his term of office will be taken into account to determine the base compensation used to calculate the pension. The gross annual amount of the pension payable to Patrick Sayer, representing contingent rights in the course of vesting as of December 31, 2017, based on more than 23 years’ service is €1,059,238. Other benefits Patrick Sayer is covered by a senior executive insurance policy (garantie sociale des chefs d’entreprise – GSC) and has a company car. These two benefits were valued in benefits in kind in 2017 in the amount of €44,535.

Patrick Sayer received fixed compensation of €1,070,000 for fiscal year 2017 compared with €920,000 for fiscal year 2016. The Supervisory Board meeting of December 8, 2016, at the recommendation of the Compensation Committee, reviewed executive officer fixed compensation at the end of a three-year period, to take account of compensation trends in comparable private equity players. Annual variable compensation The Supervisory Board meeting of March 8, 2018, at the recommendation of the Compensation and Appointment Committee, noted the attainment levels of quantitative and qualitative criteria applicable to all Executive Board members, of respectively 82.83% of target variable compensation for economic criteria (compared with 66.07% in 2016) and 43.7% of target variable compensation for all qualitative criteria (compared with 38% in 2016). Economic criteria represent an attainment rate of 82.83% of target variable compensation (compared with 66.07% in 2016) and break down as follows: annual growth in NAV: 38.39% of target variable compensation • (compared with 26.14% in 2016); NAV performance compared with the CAC 40: 34.70% (compared • with 29.24% in 2016); EBIT of consolidated investments in line with budget: 9.75% of • target variable compensation (compared with 10.69% in 2016). The qualitative criteria represent 40% of target variable compensation and can represent up to 50% of target variable compensation at the decision of the Compensation and Appointment Committee in the event of an exceptional contribution to issues not identified when setting the annual objectives. Following a review of the qualitative criteria applicable to all Executive Board members, the Supervisory Board considered that the Executive Board had collectively attained 90% of its 2017 objectives, notably regarding (i) their contribution to strategic discussions, (ii) the operation of Eurazeo as “one firm”, (iii) the integration of companies, (iv) the consideration of Eurazeo’s shareholding structure, (v) the attainment of portfolio company 2017 objectives, (vi) the relevance and quality of the US and Europe deal flow (vii) digitalization and (viii) the implementation of the CSR policy. Accordingly, the Supervisory Board, at the recommendation of the Compensation and Appointment Committee, decided to set the attainment rate at 18% of target variable compensation for each Executive Board member. The individual appraisal, based on management quality and the manager’s commitment and contribution to promoting Eurazeo’s image and reputation, was set at 20% for each Executive Board member. The Supervisory Board also decided to allocate an additional qualitative bonus equal to 5.7% of target variable compensation to all Executive Board members for their exceptional contribution. The signature of the Rhône and Idinvest agreements was not initially planned and the actions of the Eurazeo teams were decisive in convincing the shareholders and managers of these entities to join the

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Eurazeo

2017 Registration document