Eurazeo / 2018 Registration document

SHAREHOLDERS’ MEETING Presentation and draft resolutions

Approval of compensation paid or awarded in respect of fiscal year 2018 to Patrick Sayer, Chairman of the Executive Board until March 18, 2018 (13 th resolution)

Compensation

Amount

Comment

Fixed compensation €229,770

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. At the recommendation of the CAG Committee, the Supervisory Board meeting of March 8, 2018 indicated that no variable compensation would be paid in respect of the period January 1, 2018 to March 18, 2018.

Annual variable compensation

N/A

Deferred variable compensation Multi-year variable compensation Special payments

N/A

Patrick Sayer does not receive any deferred variable compensation.

N/A

Patrick Sayer does not receive any multi-year variable compensation.

N/A N/A

Patrick Sayer does not receive any special payments.

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

Patrick Sayer was not granted any options or performance shares in 2018.

Attendance fees

N/A

Patrick Sayer did not receive any attendance fees in 2018 in respect of his duties as Chairman of the Executive Board. Patrick Sayer is covered by a senior executive insurance policy (garantie sociale des chefs d'entreprise – GSC) and has a company car. These two benefits were valued in benefits in kind in 2018 in the amount of €9,649. The termination benefit application conditions on the non-renewal of Patrick Sayer’s term of office as Chairman of the Executive Board are presented in Section 3.2.2.2.2 of the Registration Document. 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 had duly noted that if his 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 Patrick Sayer does not have a non-compete clause.

Benefits in kind

€9,649

Termination benefits €4,075,880

Non-compete compensation Supplementary defined benefit pension plan

N/A

No payment

396

Eurazeo

2018 Registration Document