Eurazeo / 2018 Registration document

SHAREHOLDERS’ MEETING Presentation and draft resolutions

Compensation

Amount

Comment

Stock options, performance shares and all other long-term compensation components

Options: N/A Shares: €597,125

49,000 options were granted to Philippe Audouin in respect of 2018. As authorized by the plan rules, Philippe Audouin converted 100% of this initial grant into performance shares and was therefore ultimately awarded 16,633 performance shares, valued at €597,125. 16,633 performance shares were therefore granted for no consideration to Philippe Audouin in respect of 2018. These performance shares are subject to a three-year vesting period ending January 30, 2021 and to the same performance conditions as the share purchase options. The attainment of the performance conditions will be assessed at the end of the vesting period, i.e. on January 31, 2021. Performance conditions: These performance conditions which concern (i) the comparative stock market performance of the Company’s share, after the add-back of dividends, against the CAC 40 index and (ii) Eurazeo's NAV performance, will determine the percentage of shares that may vest as set out below:

≤ 80% (NAV/share) of the reference amount

80% < x < 100% (NAV/share) of the reference amount

≥ 100% (NAV/share) of the reference amount

Change in the Eurazeo share price (base 100)/Change in the CAC 40 index (base 100) ≤ 80% 80% < Change in the Eurazeo share price (base 100)/Change in the CAC 40 index (base 100)≤ 100% Change in the Eurazeo share price (base 100)/Change in the CAC 40 index (base 100) > 100%

0%

50%

75%

50%

75%

100%

75% 100% The free performance share plan was approved by the Executive Board meeting of January 31, 2018 in accordance with the authorization granted by the 23 rd resolution of the Extraordinary Shareholders' Meeting of May 12, 2016. The plan conditions are detailed in Section 7.2 of the Registration Document. Attendance fees received during the fiscal year in respect of Directorships in investments are deducted from variable compensation payable in respect of the same fiscal year, subject to differences in taxation and social security contributions. Philippe Audouin has third-party liability insurance covering his civil liability as Directeur Général Finances – CFO and a company car. 100%

Attendance fees

€37,649

Benefits in kind

€4,573

Eurazeo

390

2018 Registration Document