EURAZEO_REGISTRATION_DOCUMENT_2017

3 GOVERNANCE

Compensation and other benefits received by corporate officers

TABLE 11 – SUMMARY OF INFORMATION REQUIRED IN COMPLIANCE WITH THE AFEP-MEDEF CODE

Compensation or benefits due or potentially due

Supplementary pension plan

because of leaving or changing office

Special allowance relative to a non-compete clause

Employment contract

Executive corporate officer

YES

NO

YES

NO

YES

NO

YES

NO

Patrick Sayer (1)

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■

■

■

Chairman of the Executive Board until March 18, 2018 Start of term: 2014 End of term: 2018 Virginie Morgon (2) Chairwoman of the Executive Board since March 19, 2018 Deputy CEO until March 18, 2018 Chief Investment Officer

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■

■

■

Start of term: 2018 End of term: 2022 Philippe Audouin

■

■

■

■

Directeur Général Finances - CFO since March 19, 2018 Member of the Executive Board

Start of term: 2018 End of term: 2022 Nicolas Huet

■

■

■

■

General Counsel Member of the Executive Board

Start of term: 2018 End of term: 2022 Olivier Millet (3)

■

■

■

■

Chairman of the Executive Board of Eurazeo PME Member of the Executive Board

Start of term: 2018 End of term: 2022

Patrick Sayer had an employment contract as “advisor to the Chairman,” signed with Gaz et Eaux on January 1, 1995, which was extended under (1) successive transfers within Eurazeo until his appointment as a member of the Executive Board and Chairman on May 15, 2002. The contract has been suspended since that date. Following the termination of his term of office as Chairman of the Executive Board effective March 18, 2018, this employment contract was reactivated on March 19, 2018 and terminated on the same day. Following the appointment of Virginie Morgon as Chairwoman of the Executive Board effective March 19, 2018, her employment contract was (2) suspended for her term of office. Olivier Millet held an employment contract dated September 1, 2005 with Ofivalmo Capital, renamed Ofi Private Equity and then Eurazeo PME. (3) This contract was suspended on July 1, 2011 until the end of his term of office.

Components of compensation for Executive Board members fromMarch 19, 2018 3.2.2.2.4 The terms of office of Executive Board members expire on March 19, 2018. At the recommendation of the Compensation and Appointment Committee, the Supervisory Board meetings of November 27, 2017 and March 8, 2018 decided the reappointment of Virginie Morgon and Philippe Audouin as members of the Executive Board and the appointment of Nicolas Huet and Olivier Millet as members of the Executive Board and set all components of their compensation at their March 8, 2018 meeting based on the amended compensation policy.

These amendments are based on the recommendations of two independent advisor firms in order to compare market practices and adopt best governance practices for compensation. The Shareholders’ Meeting will be asked to approve the commitments given by the Supervisory Board relating to compensation components, allowances and benefits due or potentially due because of leaving or changing office or after the terms of office for each Executive Board member.

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2017 Registration document

Eurazeo