Eurazeo / 2019 Universal Registration Document

Governance Compensation and other benefits received by corporate officers

Compensationdue or awarded to membersof the ExecutiveBoard 5.8.2.2 These componentsof compensationwere established pursuantto the compensationpolicy approvedby the 2019Shareholders’ Meeting.

Components ofcompensation in respect ofiscalyear2019:VirginieMorgon, 5.8.2.2.1 Chairwoman of the Executive Board

COMPENSATION IN RESPECT OF FISCAL YEAR 2019*

28.75% of compen- sation not subject to performance conditions

28.75% Fixed €1,070,000

41.74% Long-term €1,553,570

71.25% of compen- sation subject to performance conditions

29.51% Variable €1,098,183

* excludingin-kind benefits

Fixed compensation Virginie Morgon received fixed compensationof €1,070,000 for fiscal year 2019, unchanged since she became Chairwoman of the Executive Boardon March19, 2018. Annual variable compensation The Supervisory Board meeting of March 11, 2020, at the recommendationof the CAG Committee, noted the attainment levels of quantitative and qualitative criteria applicable to Executive Board members, of respectively 64.35% of target variable compensation (compared with 77.91% in 2018) for economic criteria and 38.28% of target variable compensation (compared with 39.38% in 2018) for all qualitative criteria(see above)for VirginieMorgon. Virginie Morgon's variable compensationwas therefore set at 102.63% of target variable compensation, representing variable compensation of €1,098,183(compared with €1,186,849for fiscal year2018). The payment of this variable compensation is subject to approval of compensation elements paid or granted for the fiscal year ending December 31, 2019 during the Shareholders’ Meeting of April 30, 2020  (1) . Long-termcompensation In 2019, a total of 161,864 share purchase options were awarded to Virginie Morgon who converted all of them to performance shares. Accordingly, Virginie Morgon was ultimately awarded 53,955 performance shares in 2019, valued at €1,553,570, i.e. the equivalent of approximately eight months short-term fixed and variable compensation. The plan performance conditions and vesting periods are presented in Chapter 8,Section8.4 of this Universal RegistrationDocument.

In fiscal year 2019, given the attainmentof the performanceconditions associated with the performance shares plan of May 13, 2016 (stock market performanceof 117.04% and NAV performanceof 112.24%) and the share purchase option plan of June 29, 2015 (stock market performance of 114.16% and NAV performance of 119%), the following options and performanceshares vested to Virginie Morgon: 27,034 performance shares, i.e. 100% of adjusted rights as of • May 13, 2019; 99,180 share purchase options, i.e. 100% of adjusted rights as of • June 29, 2019. Definedbenefitpension plan The gross annual amount of the pension payable to Virginie Morgon, representing contingent rights in the course of vesting as of December 31, 2019, based on 25 years' service and subject to completion of her careerwith the Company,is €1,088,704. Other benefits Benefits in kind are valued in 2019 at US$1,103,598 (€985,707) consisting of the partial coverage of costs associated with her relocation to the United States, and €10,739 for a senior executive insurance policy. The coverage of relocationcosts includes, in particular, compensation for the difference in the cost of living, costs associated with the secondment (accommodation, schooling, etc.) and a portion of the additional tax cost, taking account of the difference between the amount of mandatory deductions (social security contributions and income tax) that will be payable by Virginie Morgon in the United States compared with that which would have been payable in France and the additional tax payable on secondment costs reimbursed by Eurazeo North America.

A breakdown of the assessment of the variable compensation is presented in Chapter 8, Section 8.2, 13 th  resolution, of this Universal Registration (1) Document.

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

176