Eurazeo / 2019 Universal Registration Document

Governance Regulated agreements

Regulated agreements 5.9

Philippe Audouin:A grossvariable compensationof €514,269. • NicolasHuet: A grossvariable compensationof €461,717. • The variable compensationwill be paid after the Annual Shareholders’ Meeting of April 30, 2020 called to approve the above-determined amounts in accordance with Articles L225-82-2 and L225-100 of the FrenchCommercialCode.

The Supervisory Board has authorized the regulated agreements set out in Article L. 225-86 of the French Commercial Code, agreements with companies with executives in common entered into during the financial year ending December 31, 2019, and reviewed the agreementsand commitmentsalready approvedby the Shareholders’ Meeting. There were no new agreements authorized and entered into by the Supervisory Boardafter year-end. The Statutory Auditors’ special report includes all agreements and commitmentsin progress and can be found in Chapter 8, Section 8.6 of the UniversalRegistration Document.

AGREEMENTS AND 5.9.2

COMMITMENTSDURING 2019 PREVIOUSLY APPROVEDBY THE SHAREHOLDERS’ MEETING

5.9.1

AGREEMENTS SUBJECT

TO APPROVAL BY THE SHAREHOLDERS’ MEETING OF APRIL 30, 2020

At its meeting of March 7, 2019, the Supervisory Board approved the following agreements andcommitmentsconcerningBoardmembers:

Membership of the 2015-2018 co-investment program – CarryCo Croissance 2 – implemented in 2015 At its meeting of March 7, 2019, the Supervisory Board approved Olivier Millet's membership, via a non-trading company of which he owns the shares, of the co-investmentprogramput into place in 2015 between Eurazeo, members of the Executive Board and members of the investment team concerning the investments made by Eurazeo between 2015 and 2018 through CarryCo Croissance 2. No amounts were paid during theyear endedDecember 31, 2019. Amendment of commitmentsgiven in favor of ExecutiveBoardmembers in respect of non-compete compensation. At its meeting of March 8, 2018, the Supervisory Board, as part of the reorganizationof the ExecutiveBoard,definedall the compensation componentsfor each member of the Executive Board as part of this new four-yearterm; they include, in particular,commitmentsin respect of compensation,indemnitiesand benefits due or likely to be due as a result of resignation or change in duties or subsequent thereto. With regard to the non-competeobligation, it should be noted that in the event of resignation before March 19, 2022, the members of the ExecutiveBoardare subjectto a non-competeobligationfor a periodof twelve months and will receive, in this regard, a gross monthly compensatory allowance corresponding to 50% of their average monthly compensation paid over the last twelve months prior to the termination of the employment contract. Pursuant to Article 23.4 of the AFEP-MEDEF code, the Supervisory Board meeting of March 7, 2019 authorized the amendment of the non-compete commitmentsmade by the Company to the benefit of the members of the Executive Board in order to comply with the AFEP-MEDEFcode as revised in June 2018. Consequently,payment of the non-compete allowance is now excluded in the event that the executive leaves the Group to exercise his or her rights to retirement or if theexecutive is olderthan 65.

At its meeting of July 25, 2019 and March 11, 2020, the Supervisory Board approved the following agreements, in view of the holdings by some Boardmembers: Modification of the CarryCoCroissance3 co-investment program At its meeting of March 8, 2018, the Supervisory Board approved the implementation of the 2018-2022 co-investment program for €150 million. At its meeting of July 25, 2019, the Supervisory Board decided to increase the Croissance 3 program from a total of €150 million to €210 million to allow participation in the portfolio companies’ fundingrounds. Modification of the 2015-2018co-investment program datedJune 29, 2015 At its meetings of June 16 and July 30, 2015, the Supervisory Board approved the implementation of the 2015-2018 co-investment programs through its companies Carryco Croissance 2 and CarryCo Patrimoine. At its meeting of July 25, 2019, the Supervisory Board decided to increase the program to a total of €285 million to allow participation inthe portfoliocompanies’funding rounds. Variable compensationin respect of2019 of members of the ExecutiveBoard holding an employment contractwith theCompany At its meetingof March 11, 2020, acting on the recommendationof the Compensation, Appointment and Governance Committee, the Supervisory Board set the variable compensation amount for each member of the Executive Board in respect of 2019 in accordancewith the principles and criteria determined by the Board of Directors at its meeting of March 7, 2019 and approvedby the Shareholders’Meeting of April 25, 2019 (7 th resolution). The variable compensation of the members of the Executive Board holding an employment contract in respectof 2019 amountedto:

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