Eurazeo / 2018 Registration document

GOVERNANCE Compensation and other benefits received by corporate officers

amendment of the conditions governing the non-compete (vi) compensation to bring them into line with the AFEP-MEDEF Code. This compensation is now no longer payable when an executive exercises his pension rights on leaving the Group or is aged over 65 years old (Supervisory Board meeting of March 7, 2019). Fixed compensation The fixed compensation seeks to guarantee a competitive level of compensation compared with the sector and in line with the Company’s development. It is determined by the Supervisory Board based on market practices observed in comparable sector companies. The fixed compensation is not intended to change each year. The fixed compensation allocated to each member of the Executive Board will be reviewed every three years, in the absence of any specific change in responsibilities and/or duties. Annual variable compensation The principles and criteria setting the annual variable compensation of Executive Board members are determined and reviewed each year by the Supervisory Board based on the recommendations of the CAG Committee. Target variable compensation is expressed for each Executive Board member as a percentage of annual fixed compensation, capped at 100%. This target bonus represents 100% attainment of the objectives set for the various criteria. The criteria weightings were revised for fiscal year 2018 to increase the weight of qualitative criteria to 25% (vs 20%). The quantifiable elements of these criteria are presented below. The weighting applied to the individual appraisal was reduced to 15% (vs. 20%). The annual variable compensation rewards annual performance based on: objective economic criteria, representing 60% of the target bonus; • specific qualitative criteria based on quantifiable elements directly • linked to the strategy presented and the objectives defined, including CSR objectives relating to the rate of attainment of CSR 2020 strategy items described in Section 2, representing 25% of the target bonus; and finally, an individual appraisal judging management quality and • the manager’s commitment and contribution to promoting Eurazeo’s image and reputation, also representing 15% of the target bonus. There are currently four economic criteria: annual growth in NAV per share: this criterion represents 25% of • the target bonus where the objective set by the Supervisory Board is attained and can reach 50% if this objective is exceeded; NAV performance compared with the CAC 40: this criterion • represents 15% of the target bonus where the objective set by the Supervisory Board is attained and can reach 30% if this objective is exceeded; EBITDA (Earnings Before Interest, Taxes, Depreciation & • Amortization) of consolidated investments in line with budget: this criterion represents 10% of the target bonus if budgeted EBITDA is met and can reach 20% if budgeted EBITDA is exceeded; FRE (Fee-Related Earnings) of the asset manager activity in line • with budget: this criterion represents 10% of the target bonus where the objective set by the Supervisory Board is attained and can reach 20% if this objective is exceeded. Depending on the level of attainment of these criteria (values less than, equal to or more than the target values set), the portion of variable compensation based on economic criteria can vary between 0% and 120% of the target bonus. Individual qualitative criteria are set annually by the Supervisory Board at the recommendation of the CAG Committee. They include notably items relating to strategy and the CSR policy. At the recommendation of the CAG Committee, the Supervisory Board meeting of March 7, 2019 defined qualitative criteria including

the completion of external growth transactions, the creation of conditions conducive to successful fundraising and improvements in the CSR 2020 strategy indicators. In the event of an exceptional contribution not taken into account in the objectives set, an additional qualitative bonus equal to 10% of the target bonus can be awarded to one or more Executive Board members. In all events, after addition of the economic criteria, the qualitative criteria and the individual appraisal, the total variable compensation awarded cannot exceed 150% of the target variable compensation. Pursuant to prevailing regulations, payment of the variable compensation to each Executive Board member in respect of fiscal year 2019 will be subject to approval by the Ordinary Shareholders’ Meeting approving the financial statements for the year ended December 31, 2019. Executive Board members are not intended to receive attendance fees from investments. Accordingly, attendance fees received in respect of offices held in the investments are deducted from variable compensation payable in respect of the same fiscal year. Long-term compensation Long-term compensation seeks to encourage value creation over the long-term and align the interests of managers with those of shareholders. The 22 nd resolution adopted by the Shareholders’ Meeting of May 12, 2016 authorized the Executive Board to grant share subscription or purchase options to employees and corporate officers of the Company and its affiliates, representing up to 3% of the Company’s share capital. The resolution provides for a sub-ceiling on the grant of share subscription or purchase options to corporate officers of 1.5% of the share capital. The Shareholders' Meeting of April 25, 2019 is asked to renew this authorization for a period of 38 months, but to reduce the grant ceiling to 1.5% of the share capital, including 0.75% for corporate officers, given the current trend among beneficiaries of options to elect to receive performance shares. Each year, the Supervisory Board, at the recommendation of the CAG Committee, sets the total number of share purchase options to be granted to the members of the Executive Board and beneficiary employees. It sets the number of share purchase options to be allocated to each member of the Executive Board based on their responsibilities and their contribution to the Company’s operations. Stock options granted to members of the Executive Committee are subject to the following limits: the total number of options granted to the Executive Board may • not represent 50% or more of the total number of options granted; the value of such options as presented in the consolidated • financial statements in accordance with IFRS cannot exceed twice the total annual compensation (fixed and variable) of each executive corporate officer. Executive Board members, in the same way as all other beneficiaries of the share purchase option plan, may, at the time of the initial grant, exchange all or part of the share purchase options for performance shares at an exchange rate assessed by an independent third party and currently set at one performance share for three share purchase options. The vesting of the share purchase options and the shares received in exchange for the options is subject in full to a combination of performance conditions tied to the change in NAV per share in absolute terms and the change in the Company share price compared with the change in the CAC 40 (1) . Options vest progressively in tranches, subject to the beneficiary still being employed by the Company at the end of the relevant vesting period:

The combination of performance conditions is presented in Section 7.1 of this Registration Document. (1)

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Eurazeo

2018 Registration Document