Eurazeo / 2018 Registration document

GOVERNANCE Compensation and other benefits received by corporate officers

TABLE 1 – TABLE SUMMARIZING THE COMPENSATION, OPTIONS AND SHARES GRANTED TO VIRGINIE MORGON DURNG THE FISCAL YEAR

2018

2017

(In euros)

Virginie Morgon – Chairwoman of the Executive Board * Compensation due for the fiscal year (see Table 2)

3,184,437

2,566,750

Value of options granted during the fiscal year (see Table 4 and comments) Value of free shares granted during the fiscal year (see Tables 6 and 6a)

-

-

1,256,500 4,440,937

985,609

TOTAL

3,552,359

Since March 19, 2018. Prior to her appointment, Virginie Morgon was Deputy CEO – Chief Investment Officer. *

TABLE 2 – TABLE SUMMARIZING VIRGINIE MORGON'S COMPENSATION

Amounts for 2018

Amounts for 2017

Virginie Morgon Fixed compensation of which Eurazeo •

payable (1) 1,011,935

paid (2)

payable (1) 800,000 266,667 533,333 1,012,275 337,425 674,850

paid (2)

1,011,935 435,299 576,636 979,863 305,013 674,850

800,000 266,667 533,333 235,083 183,552

435,299 576,636

of which Eurazeo North America • Annual variable compensation

1,186,849

of which Eurazeo •

510,542 676,307

of which Eurazeo North America •

51,531

Special payments (3) Attendance fees (4)

- -

2,840

- -

-

-

43,571

Benefits in kind

985,653 985,653

985,653 985,653

754,475 754,475

754,475 754,475

of which Eurazeo North America (5)

TOTAL

3,184,437

2,980,291

2,566,750

1,833,129

Variable compensation payable in respect of a given fiscal year is paid in the next fiscal year. (1) Variable compensation paid in a given fiscal year is that payable in respect of the previous fiscal year. (2) Following the appointment of Virginie Morgon as Chairwoman of the Executive Board effective March 19, 2018, her employment contract was suspended for (3) her term of office and she received payment in lieu of unused annual vacation. Attendance fees received in respect of Directorships held in investments in respect of a given fiscal year are deducted from variable compensation payable in (4) respect of the same fiscal year, subject to differences in taxation and social security contributions. Attendance fees payable in respect of a given fiscal year are generally paid by the companies concerned in the following fiscal year. Partial coverage of additional costs associated with Virginie Morgon’s relocation to the United States (see “Other benefits” above). Pursuant to her secondment (5) to Eurazeo North America, an amendment to her employment contract was signed providing notably that Eurazeo North America would provide a relocation allowance, up to a total annual cap of €1 million, or standard coverage of 67.5% of additional costs incurred by her as a result of her relocation to the United States. This relocation allowance totaled US$1,164,778 (€985,653) in 2018. Including employer social security contributions, this compensation totaled US$1,181,668 (€999,945) compared with a cap of €1,000,000 for the period January 1 to December 31, 2018.

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Eurazeo

2018 Registration Document