Eurazeo / 2019 Universal Registration Document

Governance Compensation and other benefits received by corporate officers

Target

Potentialmaximum

Economiccriteria

60% 25% 15% 10% 10% 25% 15%

120%

Change in NAV in absolute terms Change in NAV in relative terms Complianceof EBITDA with budget Complianceof FRE result with budget Commonandindividualqualitativecriteria

50% 30% 20% 20%

25%*

CSRcriteria

15%

TOTAL 150%** In theeventof an exceptionalcontributionnottakenintoaccountin theobjectivesset,an additionalqualitativebonusequalto 10%of thevariabletarget * bonus(i.e. 10%of theannualfixedcompensation)canbe awarded. A ceilingis determinedso thatannualvariablecompensationcannotexceed150%of theannualfixedcompensationunderanycircumstances. ** 100%

Pursuant to prevailing regulations, payment of the variable compensation to each Executive Board member in respect of fiscal year 2020 will be subject to approval by the Ordinary Shareholders’ Meeting approving the financial statements for the year ended December 31, 2020 of the components of compensation paid or awardedto the executivein questionfor the year. Executive Board members are not intended to receive compensation from offices held in the investments. Accordingly, this compensation is deducted from variable compensation payable in respect of the samefiscal year. Members of the Executive Board are awarded long-term compensation each year in the form of performance shares or share purchase options, whose value – estimated by an independent third-party – represents a percentage of their overall remuneration paid for the previousfiscal year. Long-termcompensationseeks to encourage value creation over the long-term and align the interests of managers with those of shareholders. It is accompanied by strict performance conditions which reflectthe Company’sstrategy. Should a member of the Executive Board leave the Company before the end of the vesting period for the share purchase option or performance share grant plans, unvested rights will be lost in the absence of an exceptional decision to the contrary by the competent bodies lifting the obligation of presence for some or all of the securities not yet vested, in which case the options and/or shares would not vest early and would remain subject to the lock-up period and the attainmentof performance conditions. Pursuant to the provisionsof the fourth paragraphof Article L. 225-185 of the FrenchCommercialCode, eachmemberof the ExecutiveBoard is required to hold in a registered account, throughout his or her term of office, either directly or indirectly, through wealth management or family structures,one-thirdof the shares resulting from the exercise of share purchase options and/or grants of free performance shares, cappedat the equivalentof three times the amountof the most recent annual fixed compensation for the Chairman of the Executive Board and two times the most recent annual fixed compensation for the other ExecutiveBoardmembers. On recommendationby the CAG Committee, the Supervisory Board determined new performance conditions on December 5, 2019 (the“ PerformanceConditions”) applicable to performance shares and share purchase options. The evaluation periods for this performance, which correspond to the vesting period for these shares, are not Long-term compensation Common principles

modified, i.e. 3 years for performance shares and 4 years for share purchaseoptions (the“VestingDate”). The purpose of the SupervisoryBoard was to review the performance conditionswhilst adaptingthem to the Company’sprofile and industry standards. As a result, the former performance matrix which was based on cross-checked indicators relating to (i) the performance of Eurazeo listed share prices, reinvested dividends, compared to the CAC 40 listed prices, and (ii) the performance of NAV per Eurazeo share was replaced for grants from 2020 with a performance grid made up of three top-up indicators. The main change was to only grant shares to beneficiaries if the performance indicators demonstrate an increase in the Company’s NAV for the period in questionand share performanceat least equal to reference indexes. The new indicatorsare as follows: the main criterion remains the performanceof the net asset value, • restated for distributions, per share. Share vesting will only take place if this indicator improvesand the grant rate is calculatedon a straight-line basis between the indicator's two points of average annual improvement. This criterion will represent 70% of the total grant. If the indicator outperforms, an additional vesting percentage of 15% could be obtained through straight-line interpolation between twoother points; the second indicator will aim to compare progress of the Eurazeo • share price (dividends reinvested) between the grant date and the Vesting Date, compared to the SBF 120 index (dividends reinvested). This indicator was chosen because it is considered representative of the Eurazeo group portfolio companies. Share vesting will only take place if this indicator improves and the grant rate is calculatedon a straight-linebasis betweentwo performance points relating to the Eurazeo share price compared to this indicator. This criterion will represent 15% of the total grant. If Eurazeo outperforms, an additional vesting percentage of 5% could be obtained through straight-line interpolationbetween two other points; finally, the third criterion will compare the progress of the Eurazeo • share price (dividends reinvested) and the LPX-TR index, an index relating to European listed investment companies. It will have the same overall weightingas the previous criterion. If Eurazeo has the same performanceas the LPX-TR in the period, the entire share tranche will be vested. If Eurazeo underperforms compared to the index, no shares will be vested in this regard. If Eurazeo outperforms compared to the indicator, an additional vesting percentage of 5% could be obtained through straight-line interpolation between twoother points; if one or several criteria outperform, the number of shares vested • cannot exceed the number of shares granted initially, as adjusted for dilutive events duringthis period, where applicable.

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2019 UNIVERSAL REGISTRATION DOCUMENT