EURAZEO_REGISTRATION_DOCUMENT_2017

3 GOVERNANCE

Compensation and other benefits received by corporate officers

Components of compensation due or awarded in respect of fiscal year 2017 to other Executive Board 3.2.2.2.3 members

Virginie Morgon, Deputy CEO until March 18, 2018 and Chairwoman of the Executive Board from March 19, 2018 Fixed compensation Virginie Morgon received fixed compensation of €800,000 for fiscal year 2017 compared with €690,000 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) (see above). The variable compensation of Executive Board members is therefore set at 126.53% of target variable compensation, representing variable compensation of €1,012,275 for Virginie Morgon (compared with €718,083 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 Virginie Morgon received 87,224 share purchase options and decided to convert all of them to performance shares. Accordingly, Virginie Morgon was ultimately awarded 29,074 performance shares, valued at €985,609, i.e. the equivalent of approximately six and a half 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 Virginie Morgon: 61,023 share purchase options, i.e. 100% of adjusted rights as of • May 7, 2017.

Defined benefit pension plan The gross annual amount of the pension payable to Virginie Morgon, representing contingent rights in the course of vesting as of December 31, 2017, based on 24 years’ service and subject to completion of her career with the Company, is €865,617. Other benefits Other benefits are valued in benefits in kind in 2017 in the amount of €754,475 and solely consisted of the partial coverage of costs associated with her relocation to the United States since 2016 as explained below. Pursuant to her secondment to Eurazeo North America, an amendment to her employment contract was signed providing notably that Eurazeo North America would provide a relocation allowance, up to a total annual cap of €1 million, or standard coverage of 67.5% of additional costs incurred by her as a result of her relocation to the United States. This relocation allowance totaled US$851,664 (€754,475) in 2017. Accordingly, over the period 2016-2017, these benefits totaled €1,425,894, compared with a cap of €1,458,333 for the period from the opening of the office to December 31, 2017, adjusted for the advance payment of certain installation costs. This allowance includes, in particular, compensation for the difference in the cost of living, costs associated with the secondment (relocation, accommodation, schooling, etc.) and a portion of the additional tax cost, taking account of the difference between the amount of mandatory deductions (social security contributions and income tax) that will be payable by Virginie Morgon in the United States compared with that which would have been payable in France and the additional tax payable on secondment costs reimbursed by Eurazeo North America.

2017

2016

(In euros)

Virginie Morgon – Deputy CEO * – Chief Investment Officer Compensation due for the fiscal year (see Table 2)

2,566,750 2,085,772

Value of options granted during the fiscal year (see Table 4 and comments) Value of free shares granted during the fiscal year (see Tables 6 and 6a)

-

246,408 771,932

985,609

TOTAL 3,552,359 3,104,112 Until March 18, 2018. Following her appointment effective March 19, 2018, Virginie Morgon is now Chairwoman of the Executive Board. *

174

2017 Registration document

Eurazeo