EURAZEO_REGISTRATION_DOCUMENT_2017

3 GOVERNANCE

Compensation and other benefits received by corporate officers

Philippe Audouin, Member of the Executive Board, Directeur Général Finances - CFO, from March 19, 2018 Fixed compensation Philippe Audouin received fixed compensation of €475,000 for fiscal year 2017 unchanged compared to fiscal year 2016. . 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 €480,831 for Philippe Audouin (compared with €346,033 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 Philippe Audouin received 41,701 share purchase options and decided to convert them all to performance shares. Accordingly, Philippe

Audouin was ultimately awarded 13,900 performance shares, valued at €471,210, 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%) and the share performance plan of June 29, 2015 (stock market performance of 118.63% and NAV performance of 107.95%), the following options and performance shares vested to Philippe Audouin: 22,395 share purchase options, i.e. 100% of adjusted rights as of • May 7, 2017; 4,498 shares, i.e. 100% of adjusted rights as of June 29, 2017. • Defined benefit pension plan The gross annual amount of the pension payable to Philippe Audouin, representing contingent rights in the course of vesting as of December 31, 2017, based on nearly 16 years’ service and subject to completion of his career with the Company, is €306,578. Other benefits Philippe Audouin has a company car. This benefit was valued in benefits in kind in 2017 in the amount of €5,459.

2017

2016

(In euros)

Philippe Audouin – Directeur Général Finances - CFO – Member of the Executive Board Compensation due for the fiscal year (see Table 2)

961,290 826,302

Value of options granted during the fiscal year (see Table 4)

-

117,814

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

471,210 369,045 1,432,500 1,313,161

TOTAL

Amounts for 2017

Amounts for 2016

Paid (2)

Payable (1) 475,000 346,033

Paid (2)

Philippe Audouin Fixed compensation

Payable (1) 475,000

475,000 279,438

475,000 256,589

Annual variable compensation Foreign travel allowance (3)

480,831

20,131

20,131

29,368

29,368

Special payments Attendance fees (4) Benefits in kind (5)

-

-

-

-

86,490

134,454

88,464

70,750

5,459

5,459

5,269

5,269

TOTAL

961,290

914,482

826,302

836,976

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)

The foreign travel allowance was authorized by the Supervisory Board on December 5, 2013 and is deducted from the bonus granted the same year. (3) Attendance fees received in respect of Directorships held in investments in respect of a given fiscal year are deducted from variable compensation (4) 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. (5)

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

Options exercised by each executive corporate officer

Number of options exercised during the fiscal year

Plan number and date 06/02/2009 – 2009 Plan 05/14/2012 – 2012 Plan

Strike price

Year granted

Philippe Audouin Philippe Audouin

2,464 6,012

€21.27 €27.26

2009 2012

176

2017 Registration document

Eurazeo