EURAZEO_REGISTRATION_DOCUMENT_2017

3 GOVERNANCE (In euros)

Compensation and other benefits received by corporate officers

2017

2016

Patrick Sayer – Chairman of the Executive Board * Compensation due for the fiscal year (see Table 2) Value of options granted during the fiscal year (see Table 4)

2,468,453 1,825,456

357,178

350,357

Value of free shares granted during the fiscal year (see Tables 6 and 6a)

840,822 1,097,542 3,666,453 3,273,355

TOTAL

*

Until March 18, 2018.

Amounts for 2017

Amounts for 2016

Paid (2)

Payable (1) 920,000

Paid (2)

Patrick Sayer

Payable (1) 1,070,000 1,353,918

Fixed compensation

1,070,000

920,000 885,040

Annual variable compensation

809,595

861,700

Special payments Attendance fees (3) Benefits in kind (4)

-

-

-

-

124,802 44,535

176,864 44,535

139,364 43,756

81,083 43,756

TOTAL

2,468,453

2,100,994

1,825,456

1,929,879

Variable compensation payable in respect of a given fiscal year is paid in the next fiscal year. (1) Variable compensation paid in a given fiscal year is that payable in respect of the previous fiscal year. (2)

Attendance fees received in respect of Directorships held in investments in respect of a given fiscal year are deducted from variable compensation (3) payable in respect of the same fiscal year, subject to differences in taxation and social security contributions. Attendance fees payable in respect of a given fiscal year are generally pad by the companies concerned in the following fiscal year. Company car and senior executive insurance. (4)

TABLE 4 – SHARE SUBSCRIPTION OR PURCHASE OPTIONS GRANTED TO EACH EXECUTIVE CORPORATE OFFICER DURING THE FISCAL YEAR BY THE ISSUER OR ANY GROUP COMPANY

Value of options using the method applied in the consolidated financial statements

Number of options granted during the

Plan number

and date Type of options

fiscal year (1) Strike price (2) Exercise period

01/31/2017 –

01/31/2021 – 01/31/2027

Patrick Sayer (3)

2017 Plan Purchase options

357,178

52,088

€54.06

Number of options granted before any adjustment linked to share capital transactions. (1) Adjusted for share capital transactions. (2) Progressive vesting by tranche: one-half in 2019, third-quarter in 2020 and final quarter in 2021. (3)

TABLE 5 – SHARE SUBSCRIPTION OR PURCHASE OPTIONS EXERCISED BY EACH EXECUTIVE CORPORATE OFFICER DURING THE FISCAL YEAR

Number of options exercised during the fiscal year

Options exercised by each executive corporate officer

Plan number and date 06/02/2009 – 2009 Plan

Strike price

Year granted

Patrick Sayer

24,854

€21.27

2009

172

2017 Registration document

Eurazeo