Eurazeo / 2018 Registration document

GOVERNANCE Compensation and other benefits received by corporate officers

Components of compensation due or awarded in respect of fiscal year 2018 to Patrick Sayer, Chairman of 3.2.2.2.3 the Executive Board until March 18, 2018

Defined benefit pension plan In consideration of services rendered during the performance of his duties, Patrick Sayer benefits from a supplementary defined benefit pension plan that remains open to any beneficiaries dismissed after the age of 55 provided they do not undertake any professional activity before the payment of their pension. It should be noted that on December 5, 2013, the Supervisory Board duly noted that if Patrick Sayer’s term of office was not renewed before March 19, 2018, the compensation paid with respect to his term of office would be taken into account to determine the base compensation used to calculate the pension. The gross annual amount of the pension payable to Patrick Sayer, representing contingent rights in the course of vesting as of December 31, 2018, based on more than 23 years' service, is €1,124,656. Other benefits Patrick Sayer was covered by a senior executive insurance policy (garantie sociale des chefs d'entreprise – GSC) and had a company car. These two benefits were valued in benefits in kind in 2018 in the amount of €9,649.

In accordance with the Supervisory Board decision of November 27, 2017, Patrick Sayer’s term of office as a member and Chairman of the Executive Board was not renewed on expiry on March 18, 2018. The following section presents the compensation due or awarded to Patrick Sayer in respect of fiscal years 2017 and 2018 for his duties as Chairman of the Executive Board up to March 18, 2018. Fixed compensation Patrick Sayer received compensation of €229,770 for fiscal year 2018, corresponding to annual fixed compensation of €1,070,000 time apportioned based on his effective presence as Chairman of the Eurazeo Executive Board between January 1, 2018 and March 18, 2018. Annual variable compensation and long-term compensation Patrick Sayer did not receive and will not receive any annual variable compensation or long-term compensation in respect of fiscal year 2018. Termination benefits The Shareholders’ Meeting of April 25, 2018 approved, in the 20 th resolution, the payment of termination benefits of €4,075,880.

TABLE 1 – TABLE SUMMARIZING THE COMPENSATION, OPTIONS AND SHARES GRANTED TO PATRICK SAYER DURING THE FISCAL YEAR

2018

2017

(In euros)

Patrick Sayer – Chairman of the Executive Board * Compensation due for the fiscal year (see Table 2) Value of options granted during the fiscal year (see Table 4)

4,315,299

2,468,453

- -

357,178 840,822

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

TOTAL

4,315,299

3,666,453

*

Until March 18, 2018.

180

Eurazeo

2018 Registration Document