EURAZEO_REGISTRATION_DOCUMENT_2017

GOVERNANCE Compensation and other benefits received by corporate officers

TABLE 6 – PERFORMANCE SHARES GRANTED TO EACH EXECUTIVE CORPORATE OFFICER DURING THE FISCAL YEAR BY THE ISSUER OR ANY GROUP COMPANY

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

Performance shares granted to each executive corporate officer during the fiscal year

Number of shares granted during the fiscal year (1)

Vesting date Date of availability

Plan number and date

Patrick Sayer

01/31/2017 – 2017

24,803

840,822

01/31/2020

01/31/2020

Number of options granted before any adjustment linked to share capital transactions. (1)

TABLE 7 – PERFORMANCE SHARES THAT BECAME AVAILABLE TO EACH EXECUTIVE CORPORATE OFFICER DURING THE FISCAL YEAR Performance shares that became available to each executive corporate officer during the fiscal year Plan number and date Number of shares that became available during the fiscal year Vesting conditions Year granted Patrick Sayer 05/14/2012 – Plan 2012 14,590 50% 2012

Terms of the termination of Patrick Sayer’s duties, Chairman of the Executive Board until 3.2.2.2.2 March 18, 2018

Pursuant to the Supervisory Board’s decision of November 27, 2017, Patrick Sayer’s term of office as Chairman of the Executive Board was not renewed and his “CEO Advisor” employment contract was terminated at the end of his term of office on March 18, 2018. TERMINATION BENEFITS The Supervisory Board meeting of November 27, 2017 noted that termination benefits were payable to Patrick Sayer and that the amount of such benefits could not, in any event, exceed 20.5 months compensation, representing the number of months until he will be entitled to his pension, i.e. December 1, 2019. These benefits include the legal and contractual severance payments relating to the termination of his employment contract. The amount of Patrick Sayer’s termination benefits was definitively set on March 19, 2018 with the agreement of the Chairman of the Supervisory Board, at the equivalent of 20.47 months total compensation given (i) the attainment rate (95.49%) of the performance condition in the conditions initially set, comparing Eurazeo’s share price performance with that of the LPX index since his last date of appointment and (ii) the limit equal to the number of months remaining until Patrick Sayer is eligible for a pension. The estimated amount of attendance fees payable by Europcar up to the end of Patrick Sayer’s term of office in 2019, i.e. €58,920, was deducted from this amount. Considering the impact of the Law of December 9, 2016 regarding the timetable for the payment of variable compensation, the Supervisory Board specified that the termination benefit calculation base will include the bonus payable for fiscal year 2017, subject to the resolutive

condition that it will be validated by the Shareholders’ Meeting of April 2018. In the event of a favorable vote, the total amount of Patrick Sayer’s termination benefits, taking account of the performance conditions and the above rules, will be €4,075,880. STOCK-OPTIONS AND PERFORMANCE SHARES In accordance with the plan rules and given Patrick Sayer’s seniority and the excellent results he has obtained during his various terms of office, the Supervisory Board meeting of November 27, 2017 decided to maintain the share-based long-term compensation instruments (share purchase options and performance shares) awarded to Patrick Sayer and not yet vested as of March 18, 2018. The performance conditions initially attached to these options and performance shares will remain fully applicable. Neither the exercise nor the vesting of these rights will be brought forward and the timetable planned at the time of their grant will remain in force. The provisional number of options and shares concerned is: - 38,373 share purchase options under the June 17, 2014 plan; - 67,469 share purchase options under the June 29, 2015 plan; - 34,864 share purchase options under the May 13, 2016 plan; - 52,088 share purchase options under the January 31, 2017 plan; - 34,863 performance shares under the May 13, 2016 plan; - and 26,043 performance shares under the January 31, 2017 plan. The Supervisory Board did not grant any new options or performance shares to Patrick Sayer prior to his departure.

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Eurazeo

2017 Registration document