Eurazeo / 2018 Registration document

GOVERNANCE Compensation and other benefits received by corporate officers

Other benefits Executive Board members may be authorized to receive the following benefits: a company car; • a senior executive insurance policy. • Furthermore, in the event of expatriation, the Company may bear the cost of certain expenses and additional taxes under the conditions set by the Supervisory Board. Finally, in common with all Company staff, Executive Board members are covered by the same contribution and benefit conditions under Group health, provident and accident insurance plans. Executive Board members also benefit from the defined contribution pension plan open to all employees of the Company, subject to the same contribution conditions, namely: contributions calculated based on Social Security tranche A at the • rate of 2.50%; contributions calculated based on Social Security tranche C at the • overall rate of 11%, including 45% paid by the beneficiary. Sign-on bonus Where an executive is appointed from outside the Group, the Supervisory Board, at the recommendation of the CAG Committee, may decide to grant a sign-on bonus in accordance with the recommendations of the AFEP-MEDEF Code, in order to compensate for any revenue that the new executive may have waived on leaving his or her former employer. Non-compete compensation The Supervisory Board may decide to include a non-compete obligation applicable should an executive resign before the end of his or her term of office. The Supervisory Board meeting of March 8, 2018 decided, at the recommendation of the CAG Committee, to extend this obligation to all Executive Board members and to increase the obligation period to 12 months. If implemented, this non-compete obligation would result in the payment of gross monthly compensatory benefits equal to 50% of the average monthly compensation over the 12 months preceding the termination of the term of office and, where applicable, the individual's employment contract. In the event of payment of a termination benefit, the combined total of the non-compete allowance and the termination benefit must not exceed the combined total of the fixed and variable compensation paid during the two years preceding departure. Since the Supervisory Board’s decision of March 7, 2019 and in accordance with the AFEP-MEDEF Code, non-compete compensation is no longer paid when the executive leaves the Company to claim his/her pension rights or the executive is over 65 years old.

Termination benefits In the event of: forced termination of duties; •

forced departure before expiry of the term of office; • dismissal, except for gross or willful misconduct; • each member of the Executive Board is entitled to termination • benefits potentially representing: two (2) years for the Chairwoman of the Executive Board, • eighteen (18) months for other Executive Board members, • of full annual compensation (fixed and variable) determined based on compensation payable in respect of the last 12 months. On November 27, 2013, the CAG Committee clarified the situation of “forced departure”. This situation covers any resignation in the six months following a change in control or strategy of the Company. In this event, corporate officer termination payments are due. Furthermore, the Supervisory Board meeting of March 8, 2018, at the recommendation of the CAG Committee, decided not to expressly include the case of non-renewal of the term of office of Chairman of the Executive Board and to stick to the concept of forced departure. For each Executive Board member, payment of termination benefits is subject to a performance condition assessed by comparing the change in Eurazeo's share price (dividends reinvested) with that of the LPX index, between the last date of appointment and the expiry of the term of office. if Eurazeo's share price (dividends reinvested) achieves 100% or • more of the performance of the LPX TR index, the Executive Board member shall receive full termination benefits; if Eurazeo's share price (dividends reinvested) achieves 80% or less • of the performance of the LPX TR index, the Executive Board member shall receive two-thirds of termination benefits; between these limits, the termination benefits due to the Executive • Board member shall be calculated on a proportional basis. Payment shall also not be made if the individual leaves the Company at their own initiative to take up another position, if they change their position within the Group or if they are eligible for a pension within one month of the departure date. Compensation equal to half this amount will be payable if they are eligible for a pension within one to six months of the departure date. In all events, whatever the departure date, the termination benefits received may not exceed the compensation that would have been received for the remaining months to retirement. Finally, when the corporate officer also holds an employment contract with the Company, termination benefits will include and may not be less than any compensation due pursuant to law or the collective agreement.

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Eurazeo

2018 Registration Document