EURAZEO_REGISTRATION_DOCUMENT_2017

3 GOVERNANCE

Compensation and other benefits received by corporate officers

historical data relating to performance shares granted to Executive • Board members; specific information required pursuant to AFEP-MEDEF • recommendations.

In accordance with AMF recommendations and the recommendations of the AFEP-MEDEF Code on executive compensation in listed companies, the tables presented in the following pages provide detailed information on: historical data relating to share subscription or purchase options • granted to Executive Board members;

TABLE 8 – HISTORICAL DATA RELATING TO SHARE SUBSCRIPTION OR PURCHASE OPTIONS GRANTED (EXECUTIVE BOARD MEMBERS ONLY)

Plans

2007 Plan 2008/1 Plan 2008/2 Plan 2009 Plan 2010 Plan

2011 Plan

Date of Executive Board meeting Total number of shares available for subscription or purchase (1) of which number of shares that can be subscribed or purchased by: Patrick Sayer

06/04/2007 02/05/2008 05/20/2008 06/02/2009 05/10/2010 05/31/2011

140,993

80,665

271,701

282,025

281,824

230,630

121,501

180,020 53,340

180,936 61,460 39,629

180,555 61,727 39,542

180,793 29,885

Virginie Morgon Philippe Audouin

-

80,665

19,492

38,341

19,952

Start of exercise period

02/05/2010

(2)

(3)

(4)

(5)

(6)

Expiry date

06/04/2017 02/05/2018 05/20/2018 06/01/2019 05/10/2020 05/31/2021

Purchase price

68.48

46.38

52.48

21.27

33.35

38.83

Exercise conditions (when the plan includes more than one tranche) Total number of shares subscribed or purchased as of 12/31/2017 Cumulative number of share subscription or purchase options canceled or expired Share subscription or purchase options outstanding at the year-end

-

(2)

(3)

(4)

(5)

(6)

-

80,665

-

223,393

44,978

-

(140,993)

-

(66,048)

(37,989)

-

(18,625)

-

-

205,653

20,643

236,846

212,005

Adjusted for share capital transactions. (1) Options may be exercised by beneficiaries immediately after vesting. Options vest progressively in three equal tranches: one-third in 2009, (2) one-third in 2010 and one-third in 2011. Options may be exercised by beneficiaries immediately after vesting. Options vest progressively in three equal tranches: one-third in 2010, (3) one-third in 2011 and one-third in 2012. Options may be exercised by beneficiaries immediately after vesting. Options vest progressively in three equal tranches: one-third in 2011, (4) one-third in 2012 and one-third in 2013. Options may be exercised by beneficiaries immediately after vesting. Options vest progressively in three equal tranches: one-third in 2012, (5) one-third in 2013 and one-third in 2014. Options may be exercised by beneficiaries immediately after vesting. Options vest progressively in three equal tranches: one-third in 2013, (6) one-third in 2014 and one-third in 2015. Options may be exercised by beneficiaries immediately after vesting. Options vest progressively in three equal tranches: one-third in 2014, (7) one-third in 2015 and one-third in 2016. Vested options may be exercised from May 7, 2017, subject to attainment of performance conditions. They vest progressively: the first half in (8) 2015, the third-quarter in 2016 and the fourth quarter in 2017. Vested options may be exercised from June 17, 2018, subject to attainment of performance conditions. They vest progressively: the first half in (9) 2016, the third-quarter in 2017 and the fourth quarter in 2018. Vested options may be exercised from June 29, 2019, subject to attainment of performance conditions. They vest progressively: the first half in (10) 2017, the third-quarter in 2018 and the fourth quarter in 2019. Vested options may be exercised from May 13, 2020, subject to attainment of performance conditions. They vest progressively: the first half in (11) 2018, the third-quarter in 2019 and the fourth quarter in 2020. Vested options may be exercised from January 31, 2021, subject to attainment of performance conditions. They vest progressively: the first half (12) in 2019, the third-quarter in 2020 and the fourth quarter in 2021.

178

2017 Registration document

Eurazeo