EURAZEO_REGISTRATION_DOCUMENT_2017

SHAREHOLDERS’ MEETINGS Agenda

Compensation

Amount

Comment

Stock options, performance shares and all other long-term compensation components

Options: N/A 87,224 options were granted to Virginie Morgon in respect of fiscal year 2017. As authorized by the plan rules, Virginie Morgon converted 100% of this initial grant into performance shares and was therefore ultimately awarded 29,074 performance shares, valued at €985,609.

Shares: €985,609

29,074 performance shares were granted for nil consideration to Virginie Morgon in respect of 2017. These performance shares are subject to a three-year vesting period ending January 30, 2020 and to the same performance conditions as the share purchase options. The attainment of the performance conditions will be assessed at the end of the vesting period, i.e. on January 31, 2020. Performance conditions: These performance conditions which concern (i) the comparative stock market performance of the Company’s share, after the add-back of dividends, against the CAC 40 index and (ii) Eurazeo’s NAV performance, will determine the percentage of shares that may vest as set out below: ≤ 80%

80% < x < 100% (NAV/share) of the reference amount

≥ 100% (NAV/share) of the reference amount

(NAV/share) of the reference amount

Change in the Eurazeo share price (base 100)/Change in the CAC 40 index (base 100) ≤ 80% 80% < Change in the Eurazeo share price (base 100)/Change in the CAC 40 index (base 100) ≤ 100% Change in the Eurazeo share price (base 100)/Change in the CAC 40 index (base 100) > 100%

0%

50%

75%

50%

75%

100%

75% 100% The free performance share plan was approved by the Executive Board meeting of January 31, 2017 in accordance with the authorization granted by the 23 rd resolution of the Extraordinary Shareholders’ Meeting of May 12, 2016. No attendance fees were received during the fiscal year in respect of Directorships in investments Pursuant to Virginie Morgon’s secondment to Eurazeo North America, an amendment to her employment contract of December 13, 2007 was signed in order to adapt its application during her secondment to Eurazeo North America. The amendment dated August 23, 2016, provides for a two-year partial and temporary secondment commencing September 1, 2016. Under the terms of this agreement, compensation payable to Virginie Morgon in respect of activities in the United States as President of Eurazeo North America will be supplemented by a relocation allowance up to a total annual cap of €1 million, borne by Eurazeo North America, or standard coverage of 67.5% of additional costs incurred by her as a result of her relocation to the United States. As of December 31, 2017, this allowance totaled US$851,664.00 gross, i.e. €754,475. 100%

Attendance fees

N/A

Benefits in kind

€754,475

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Eurazeo

2017 Registration document