Eurazeo / 2019 Universal Registration Document

Governance Compensation and other benefits received by corporate officers

Compensation and other benefits received 5.8 by corporate officers

5.8.1

2020 CORPORATEOFFICER COMPENSATIONPOLICY

compensation allocated to members of the committees is • determined in proportionto their actual presence at Committee meetings, the Supervisory Board may decide that a proportion of the • compensationshould be allocated to non-votingmembers, the amount and conditions of such allocation being set by the Supervisory Boarditself, the Supervisory Board may decide the grant of exceptional • compensationfor specificassignmentsentrusted to amember, in the event the total amount of compensation set by the • Shareholders’ Meeting is exceeded, a reduction ratio is applied to all compensation granted to members and non-voting members. According to the Shareholders’ Meeting of April 25, 2018 in its 28 th  resolution, the annual compensation allocated to the Supervisory Board is €1,200,000until decidedotherwise. The allocation for fiscal year 2019 was modified to increase the fixed portion from €13,000 to €18,000 in accordancewith the Supervisory Board decision of December 6, 2018. The Supervisory Board’s compensationpolicy for 2020 is unchanged compared to 2019. The previously established rules are unchanged and the majorityof compensationis variable: a fixedportion of €18,000, • the Chairmanreceives a200% increasein this amount, • the Vice-Chairmanreceives a100% increasein this amount; • a variableportionof €4,000 permeeting. • The membersof the various committeesalso receive compensationof €3,500per meeting for the Audit Committeeand €3,000per meeting for the other committees (CAG Committee, Finance Committee, CSR Committee and Digital Committee). The Chairmen of these committees receive additional compensation of 50%. The Supervisory Board members representing employees receive no attendancefees in respect of their duties. Finally, additional annual compensation of €400,000, authorized by the Supervisory Board meeting of December 15, 2010and unchanged since, is allocated toMichel David-Weill. In accordance with the AFEP-MEDEF Code, each member of the Supervisory Board must be a shareholder of the Company in a personal capacity and hold a significantnumber of shares. Pursuant to Article 11.2of the Bylaws, membersof the SupervisoryBoardmust hold a minimumof 250 shares in the Companywhen they begin their term of office. In addition, Article 4 of the Internal Rules states that members of the Supervisory Board must increase the number of shares held to the equivalent of one year's attendance fees, that is 750 shares, before the end of their current term of office. This obligation to hold shares does not apply to shareholders representing employees,when applicable. Supervisory Board members do not receive other components of compensation, specificallystock options orperformance shares.

General principles 5.8.1.1 This section 5.8.1 presents the corporate officer compensation policy as set by the Supervisory Board at the recommendationof the CAG Committee, pursuant to Article L. 225-82-2of the French Commercial Code. The procedure followed will be the same for any review of the compensationpolicy. The composition of the Supervisory Board and its CAG Committee helps ensure a lack of conflict of interest when drawing up, reviewing and implementing thecompensationpolicy. This compensation policy is subject to approval by the Shareholders’ Meeting of April 30, 2020. The components of corporate officer compensation for 2020 are determined, awarded or taken within this framework bythe Supervisory Board. The compensation policy is established taking into consideration the compensation and employment conditions of Company and Group employees, as a significant portion of Group employees have a variable portion of their annual compensation. Similarly, pursuant to the recommendations in the AFEP-MEDEF Code, free shares and options are not only granted to corporate officers, but benefit all Group employees each year, which means that some of them are subject to performance conditions comparable to those applicable to the Executive Boardmembers. Compensationpolicy for Supervisory 5.8.1.2 Board members The compensation policy for Supervisory Board members aims to establish competitive compensation adapted to Group issues in view of the overall sum approvedby shareholders.This policy promotesthe attendance of Supervisory Board members at Board and Committee proceedings. Article 7 of theSupervisoryBoard’s InternalRules providesthat: the Chairman and Vice-Chairman may receive compensation, • the nature, amount and payment methods of which are determined by the Supervisory Board acting upon recommendation of theCAGCommittee; the amount of compensation set by the Shareholders' Meeting • under the terms of Article 15 of the Bylaws is shared between the Supervisory Board, its committees and, when applicable, their non-voting members,in accordancewith the following principles: the Supervisory Board sets the amount of compensation • allocated to Supervisory Board members, and the amount allocated to theChairman and members of eachCommittee, compensation allocated to members of the Supervisory Board • includes a fixed portion and a variable portion in proportion to their actual presenceat Boardmeetings,

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2019 UNIVERSAL REGISTRATION DOCUMENT

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