Eurazeo / 2018 Registration document

GOVERNANCE Compensation and other benefits received by corporate officers

TABLE 6 – PERFORMANCE SHARES GRANTED TO PHILIPPE AUDOUIN DURING THE FISCAL YEAR BY THE ISSUER OR ANY GROUP COMPANY

Value of shares using the method

applied in the consolidated financial statements

Performance shares granted to each executive corporate officer during the fiscal year

Number of shares granted during the fiscal year (1)

Date of availability

Plan number and date

Vesting date

01/31/2018 – 2018 (2)

16,333

597,125

01/31/2021

01/31/2021

Philippe Audouin

Number granted before any adjustment linked to share capital transactions. (1) All performance shares granted to Philippe Audouin under this plan are subject to performance conditions. (2)

TABLE 7 – PERFORMANCE OR FREE SHARES THAT BECAME AVAILABLE TO PHILIPPE AUDOUIN DURING THE FISCAL YEAR

Performance or free shares that became available to each executive corporate officer during the fiscal year Plan number and date

Number of shares that became available during the fiscal year

Vesting conditions

Year granted

Philippe Audouin

01/07/2014 – 2014/1 Plan

64

-

2014

Olivier Millet, Chairman of the Executive Board of Eurazeo PME, Member of the Executive Board fromMarch 19, 2018

COMPENSATION

Components of compensation in respect of fiscal year 2018: Olivier Millet, Member of the Executive Board*

46% OF COMPENSATION NOT SUBJECT TO PERFORMANCE CONDITIONS

Fixed 46% €450,000

Variable 54% €522,158

54% OF COMPENSATION SUBJECT TO PERFORMANCE CONDITIONS

* excluding benefits in kind

Fixed compensation Olivier Millet received fixed compensation of €450,000 for fiscal year 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 2016) for economic criteria and 38.13% of target variable compensation for all qualitative criteria (see above) for Olivier Millet. Olivier Millet’s variable compensation was therefore set at 116.04% of target variable compensation, representing variable compensation of €522,158.

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 Olivier Millet did not receive long-term compensation in 2018 in respect of his duties as a member of the Executive Board. 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 Olivier Millet: 13,286 share purchase options, i.e. 59.27% of adjusted rights as of June 17, 2018.

A breakdown of the assessment of the variable compensation is presented in Section 7.3, 12 th resolution, of this Registration Document. (1)

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Eurazeo

2018 Registration Document