Eurazeo / 2019 Universal Registration Document

Shareholders’ Meeting Draft resolutions proposed to the Shareholders' Meeting

Compensation

Amount Comment

Termination benefits

No payment In the eventof forced termination of duties,forced departure beforexpiryof the termof office, or dismissal, except in the case of grossor willfulmisconduct, Virginie Morgon shall bentitled to payment bythe Companyof termination benefits equivalentto twenty-fourmonths’ compensation, based on the total compensation (fixedand variable)paid during the lastwelve months.These termination benefits will includeany severancepay dueby lawandunder the collective bargaining agreement in the event of the termination ofhisemploymentcontract. Termination benefits will only be paid ifEurazeo'sshare price (with dividends reinvested)compared to the LPX-TR index changes between the date ofher most recent appointment and the date of the endof her termof office, asfollows: if the Company's share performance (dividends reinvested)compared to thatof the LPXTR • index isequal to 100% or more, Virginie Morgon will receive 100%of her termination benefits; if the Company's share performance (dividends reinvested)compared to thatof the LPXTR • index isequal to or less than 80%, VirginieMorgon will receive two-thirds of her termination benefits; betweenthese two limits, the termination benefits will be calculated on a proportional basis. • Virginie Morgon will not bentitledto termination benefits in the eventof misconduct. Similarly, these terminationbenefits will not be paid ifshe leavesEurazeo on her own initiative to take up new duties or ifshechangespositionwithin the Groupor ifshe is eligible for a pension less thanone month following the date ofher departure; termination benefits equal to half of the expected amountwill be paidif she is eligiblefor a pensionbetweenone andsix monthsfollowingthe date of herdeparture.In any event, regardless of her date ofdeparture,the amountof termination benefits paid maynot be greaterthan the compensation thatshewould have received for the remaining months to retirement. No payment In the eventof resignationbeforeMarch 19,2022, Virginie Morgon will be bound by a non-compete obligationfora period of12 months. In this respect,shewill receive a gross,monthly,compensatory allowance corresponding to 50% of theaverage monthly compensation paid duringthe last12 monthsprecedingthe termination of the employment contract.If this resignation is alsoaccompanied by thepaymentof termination benefits, aggregate non-compete compensation plus termination benefitsmaynotexceedthe total amountof fixed andvariablecompensationpaid during the two yearsprecedingher departure. The Companyreserves the right to choose not to implement this non-compete agreement. No payment The supplementarydefined-benefitpension plan entitles Virginie Morgon, if she reaches the end of hercareerwhilewith Eurazeo within the meaning of the pension plan, to supplementarypension rights calculatedbasedon the average compensation for the last36 months (bonus included, limited to twice the fixed compensation of the beneficiary) and her length ofservice with Eurazeo, the pension beingequal to 2.5%of the benchmark compensation peryearof service. The increase in contingent rights under the plan issubject to a performance condition set by theSupervisory Board Meeting ofMarch 8, 2018as follows: if the annualincreasein Eurazeo NAVper share (after the add-back of dividends)over the fiscal • year isless than 2%, no additional rights will vest. Betweena 2%and10% increase in Eurazeo NAV pershare (after the add-back of dividends), the pension will vest ona straight-linebasis between0 and 2.5%. If the annual increase in Eurazeo NAV per share(afterthe add-back of dividends) is more than 10%,the pension will be 2.5%. The performance condition will not affect Virginie Morgon's pensionas it hasalreadyreached its ceiling amount. The maximum amount of thepension will be capped at 45% ofbenchmark compensation(averageof fixed andvariablecompensationfor the lastthree years)for beneficiaries present in the Company as of the Shareholders'Meeting ofApril 25, 2018. Under the collective defined-contribution pension plan,Virginie Morgon benefits, in the same way as all Company employees, from the same defined-contribution pe sionplanopento all executive employeesof the categoryto which Executive Board members are assimilated andunderthe same contributionconditions.

Non-compete compensation

Supplementary defined benefitpension plan

08

Collective, defined-contribution pension plan

/ EURAZEO

375

2019 UNIVERSAL REGISTRATION DOCUMENT