Eurazeo / 2019 Universal Registration Document

Governance Compensation and other benefits received by corporate officers

Compensationpolicy for Executive 5.8.1.3 Board members The Supervisory Board sets the compensation policy for members of Eurazeo'sExecutive Board on the basis of recommendationsmade by the CAG Committee, taking account of the principles set out in the AFEP-MEDEF Code: comprehensiveness, balance between the compensationcomponents,comparability,consistency,understandability of therulesandproportionality. It reflects the responsibilitiesof the ExecutiveBoard members and the Group’s context, remains competitive and encourages the promotion of Group performance in the medium and long-term, in line with the Company’sinterest. The members of the Executive Board receive the following elements: fixed compensation, annual variable compensation, long-term compensation (share purchase option and/or performance share grants), for some of them, a supplementary defined benefit pension plan, and other benefitsincidental totheir duties. At the recommendation of the CAG Committee, the Supervisory Board amended the compensation policy for Executive Board members inthe following keyareas: introduction of new performance conditions for the exercise of (i)  stock options and the vesting of performanceshares to be issued in 2020(Supervisory Boardmeeting of December5, 2019); and change in the individual qualitative criteria weighting for 15% of (ii)  the target bonus (Supervisory Board meeting of March 11, 2020), as describedbelow; Fixed compensation The fixed compensation seeks to guarantee a competitive level of compensation compared with the sector and in line with the Company's development. It is determined by the Supervisory Board based on market practicesobserved in comparablesector companies. The fixed compensation is not intended to change each year. The fixed compensation allocated to each member of the Executive Board will be reviewed every three years, in the absence of any specific change inresponsibilities and/or duties. The fixed compensation for the Chairwoman and members of the ExecutiveBoard does not change for2020 and remainsat:

Theannualvariablecompensation rewardsannualperformance basedon: objective economiccriteria,representing 60% of the targetbonus; • specific qualitative criteria, common and specific to Executive • Board members, representing 25% of the target bonus and based on quantifiable elements directly linked to the presented strategy and the definedobjectives; and finally, as of this year, an individual assessment based on • (i) achievement of the quantitative objectives of the CSR strategy described in Chapter3, Section3.1.2, (ii) howthe CSR progressplan is implemented for the year in question and (iii) more generally, how executiveshave adapted the group to its environmentduring that year, representing 15% of the target bonus. There arecurrentlyfour economiccriteria: annual growth in NAV per share, dividendsreinvested:this criterion • represents 25% of the target bonus where the objective set by the SupervisoryBoard is attained and can reach 50% if this objective is exceeded; NAV performanceper share, dividends reinvested, comparedwith • the CAC 40 GR: this criterion represents 15% of the target bonus if NAV growth equals the increase in the CAC 40 and can reach 30% if NAVgrowth outperformsthe CAC 40; EBITDA ( Earnings Before Interest, Taxes, Depreciation & • Amortization ) of consolidated investments in line with the budgetedEBITDA: this criterion represents10% of the target bonus if the objective determined by the Supervisory Board is met and can reach 20% ifbudgeted EBITDAis exceeded; FRE ( fee related earnings ) of the asset manager’s activity • contributionin line with the budget: this criterionrepresents10% of the target bonus where the objective set by the SupervisoryBoard is attainedand canreach 20% ifthis objective is exceeded. Depending on the level of attainment of these criteria (values less than, equal to or more than the target values set), the portion of variable compensationbased on economic criteria can vary between 0% and 120% of the targetbonus. Individual qualitative criteria are set annually by the SupervisoryBoard at the recommendationof the CAG Committee. They include notably items relating to strategy and the CSR policy, contributingto company sustainability. At the recommendation of the CAG Committee, the Supervisory Board meeting of March 11, 2020 defined qualitative criteria including the monitoring of specific investments, the creation of conditions conducive to successful fundraising and improvements in the 2020 CSR strategy indicators. In the event of an exceptional contribution not taken into account in the objectives set, an additional qualitative bonus equal to 10% of the target bonus can be awarded to one or more Executive Board members. In all events, after addition of the economic criteria, the qualitative criteria and the individual appraisal, the total variable compensation awarded cannotexceed 150%of the target variable compensation. Once set by the SupervisoryBoard and approvedby the Shareholders’ Meeting, the variable compensation amount cannot be reduced or returned.

€1,070,000for VirginieMorgon; • €500,000for PhilippeAudouin; • €450,000 forOlivier Milletand NicolasHuet. • Annual variablecompensation

The principles and criteria setting the annual variable compensation of Executive Board members are determined and reviewed each year by the SupervisoryBoard based on the recommendationsof the CAG Committee. Target variable compensation is expressed for each Executive Board memberas a percentageof annual fixed compensation,fixed at 100%. This target bonus represents 100% attainment of the objectives set for the various criteria.

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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