Eurazeo / 2018 Registration document

GOVERNANCE Compensation and other benefits received by corporate officers

Compensation due or awarded to members of the Executive Board 3.2.2.2 Components of compensation due or awarded in respect of fiscal year 2018 to Virginie Morgon, Deputy 3.2.2.2.1 CEO until March 18, 2018 and Chairwoman of the Executive Board fromMarch 19, 2018

COMPENSATION Components of compensation in respect of fiscal year 2018: Virginie Morgon, Chairwoman of the Executive Board*

29% OF COMPENSATION NOT SUBJECT TO PERFORMANCE CONDITIONS

Variable 34% €1,186,849

Fixed 29% €1,011,935

Long-term 37% €1,256,500 (35,000 performance shares)

3

71% OF COMPENSATION SUBJECT TO PERFORMANCE CONDITIONS

* excluding benefits in kind

Fixed compensation Virginie Morgon received fixed compensation of €1,070,000 from March 19, 2018, compared with €800,000 for fiscal year 2017 and up to March 18, 2018, representing a total amount of €1,011,935 for the fiscal year. At the recommendation of the CAG Committee, the Supervisory Board meeting of March 8, 2018 reviewed Virginie Morgon’s compensation to reflect her new duties as Chairwoman of the Executive Board from March 19, 2018. Annual variable compensation The Supervisory Board meeting of March 7, 2019, at the recommendation of the CAG Committee, noted the attainment levels of quantitative and qualitative criteria applicable to Executive Board members, of respectively 77.91% of target variable compensation (compared with 82.83% in 2017) for economic criteria and 39.38% of target variable compensation (compared with 43.7% in 2017) for all qualitative criteria (see above) for Virginie Morgon. Virginie Morgon’s variable compensation was therefore set at 117.29% of target variable compensation, representing variable compensation of €1,186,849 (compared with €1,012,275 for fiscal year 2017). Compensation due or awarded in respect of fiscal year 2018 will be presented to the Shareholders' Meeting of April 25, 2019 for vote (1) . Long-term compensation Virginie Morgon received 105,000 share purchase options and decided to convert all of them to performance shares. Accordingly, Virginie Morgon was ultimately awarded 35,000 performance shares, valued at €1,256,500, i.e. the equivalent of approximately eight months short-term fixed and variable compensation.

The plan performance conditions are presented in Section 7.2 of this Registration Document. In fiscal year 2018, given the attainment level of the performance conditions associated with the share purchase option plan of June 17, 2014 (stock market performance of 83.71%), the following options vested to Virginie Morgon: 42,618 share purchase options, i.e. 59.27% of adjusted rights as of June 17, 2018. Defined benefit pension plan The gross annual amount of the pension payable to Virginie Morgon, representing contingent rights in the course of vesting as of December 31, 2018, based on 24 years' service and subject to completion of her career with the Company, is €1,090,690. Other benefits Benefits in kind in the amount of US$1,164,778 (€985,653) in 2018 solely consist of the partial coverage of costs associated with her relocation to the United States. This allowance includes, in particular, compensation for the difference in the cost of living, costs associated with the secondment (accommodation, schooling, etc.) and a portion of the additional tax cost, taking account of the difference between the amount of mandatory deductions (social security contributions and income tax) that will be payable by Virginie Morgon in the United States compared with that which would have been payable in France and the additional tax payable on secondment costs reimbursed by Eurazeo North America.

A breakdown of the assessment of the variable compensation is presented in Section 7.3, 9 th resolution, of this Registration Document. (1)

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2018 Registration Document