Eurazeo / 2019 Universal Registration Document

Shareholders’ Meeting Draft resolutions proposed to the Shareholders' Meeting

Compensation Special payments

Amount Comment

N/A Philippe Audouindoesnot receiveany special payments.

Stock options, performance shares and allother long-term compensation components

Options:N/A 67,769optionsweregranted to PhilippeAudouinin respect of2019. As authorizedby theplan rules, Philippe Audouinconverted 100% of this initialgrant into performance shares andwas therefore ultimatelyawarded 22,590 performance shares, valued at €650,452. Shares:€650,452 22,590 performance shares weretherefore granted for nil consideration to Philippe Audouin

in respect of 2019. These performance shares, granted in two successive plans, are subject to a three-yearvesting period ending February 5, 2022 or June 6, 2022 and to the same performance conditionsas the sharepurchaseoptions. The attainment of the performance conditionswill be assessed at the end of the vesting period, i.e. on February 5, 2022or June6, 2022. Performanceconditions: These performance conditions which concern (i) thecomparativestock market performance of the Company's share, afterthe add-back ofdividends, against the CAC 40 index and(ii) Eurazeo's NAV performance,willdeterminethepercentage ofsharesthatmayvest as set out below:

80%< x < 100% (NAV/share) of the referenceamount

≤ 80% (NAV/share) of the referenceamount

≥ 100% (NAV/share) of the referenceamount

Changein theEurazeo shareprice (base 100)/Change in theCAC 40index (base100)≤ 80% 80%< Changein the Eurazeoshareprice (base100)/Change in theCAC 40index (base100)≤ 100% Changein theEurazeo shareprice (base 100)/Change in theCAC 40index (base100)> 100%

0%

50%

75%

50%

75%

100%

75% 100% The free performance share plans were approved bythe Executive Board meeting of February5, 2019 in accordance with the authorization granted bythe 23 rd  resolutionof the Extraordinary Shareholders' Meeting of May 12, 2016 andby the Executive Board meeting of June6, 2019 in accordance with the authorization granted bythe 18 th  resolution ofthe ExtraordinaryShareholders' Meeting ofApril 25, 2019.The plan conditions are detailedin Chapter 8,Section 8.4of the Universal Registration Document. 100% €54,534 Compensation received uringthe fiscal year in respect of Directorships in investments are deducted from variable compensation payable in respect of the samefiscalyear, subject to differences in taxation and social security contributions. €4,842 Philippe Audouinhas third-party liability insurance covering his civil liabilityas DirecteurGénéral Finances –CFOanda companycar.

Compensation for duties as director

08

Benefits in kind

/ EURAZEO

377

2019 UNIVERSAL REGISTRATION DOCUMENT