Eurazeo / 2018 Registration document

GOVERNANCE Management and Supervisory Bodies

Compensation, Appointment and Governance (CAG) Committee

Gender balance

Members as of December 31, 2018 Roland du Luart (2) , Chairman Anne Dias JCDecaux Holding SAS (represented by Emmanuel Russel) Françoise Mercadal-Delasalles Olivier Merveilleux du Vignaux Georges Pauget (2) Christophe Aubut, member representing employees, permament guest

4 Men

2 Women

Number of members (1) 6 Independent members 3

Attendance rate 96.7%

(1) Excluding the permanent guest. (2) Roland du Luart resigned the chair of the Committee on February 5, 2019 and was replaced by Georges Pauget.

The Committee makes proposals to the Supervisory Board concerning the compensation of the Chairman, Vice-Chairman and members of the Executive Board, the amount of attendance fees submitted for approval to the Shareholders' Meeting, grants of share subscription or purchase options and grants of free performance shares to Executive Board members. The compensation of Executive Board members is determined individually for each member. The Committee determines, on the basis of quantitative and qualitative criteria for the previous year's performance, the amount of variable compensation, which may range from 0% to 150% of the basic variable compensation. Tables showing the fixed/variable breakdown of each Executive Board member's compensation are presented in Section 3.2.2 of this Registration Document (pages 169 et seq.). The Committee also makes recommendations on the appointment, reappointment and dismissal of Supervisory and Executive Board members, as well as the succession plan for corporate officers. The CAG Committee is responsible for preparing the assessment of the work of the Supervisory Board. It reviews every year the situation of members of the Supervisory Board with respect to rules limiting the number of offices held and the independence criteria adopted by the Board, and makes recommendations as to the status of the members of the Supervisory Board. Each year, the agenda of a committee meeting includes a point on the performance of the Supervisory Board’s activities.

Committee meetings are convened at least once a year by its Chairman. Meetings may also be called at the request of the Chairman of the Supervisory Board or the Chairwoman of the Executive Board. The CAG Committee met five times in 2018. It was consulted notably on determining the variable compensation of Executive Board members due in respect of 2017 (paid in 2018), the compensation policy for 2018 and in particular the grant of share purchase options and performance shares, the setting of criteria and objectives for the 2018 variable compensation of Executive Board members, the renewal of the terms of office of certain members of the Supervisory Board, the appointment of two new members to the Supervisory Board and the reconfiguration of the Executive Board. As part of its review of the compensation components of new Executive Board members, the Committee took account of the analysis of the value of long-term instruments performed by an independent firm and studies on co-investment programs implemented in this business sector in favor of executive management and investment teams performed by independent firms. Following the formal assessment of the activities of the Board and its committees, performed pursuant to the AFEP-MEDEF Code, the CAG Committee debated the results of the assessment and made a number of recommendations to the Supervisory Board on short- and medium-term areas for improvement (see Assessment of the activities of the Supervisory Board and its committees, pages 154 et seq.). The Committee also reviewed the report on occupational and wage equality between men and women and the key points of the AMF and HCGE reports on compensation and governance issues. Committee meetings setting the compensation of executive corporate officers are held without the presence of Executive Board members when discussing these issues. Attendance fees allocated to Committee members in respect of fiscal year 2018, in proportion to their attendance at meetings, totaled €99,000 (including €27,000 for the Chairman).

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Eurazeo

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2018 Registration Document