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, Philippe Audouin shall be entitled to payment bythe Companyof termination benefits equivalentto eighteenmonths’ compensation, based on the total compensation (fixedandvariable)paidduring the lasttwelve months. These termination benefits will includeany severancepaydue bylawandunderthe collective bargaining agreement in the eventof the termination ofhis employment contract. Termination benefits will onlybe paid ifEurazeo'sshare price (with dividends reinvested)compared to the LPX-TR index changes between the date ofhismostrecentappointmentand the date of the endof his termof office, as follows: if the Company's share performance (dividends reinvested)compared to thatof the LPXTR • index isequal to 100% or more, the Executive Board memberwill receive100% of their termination benefits; if the Company's share performance (dividends reinvested)compared to thatof the LPXTR • index isequal to or less than 80%, the ExecutiveBoard memberwill receive two-thirds of their termination benefits; betweenthese two limits, the termination benefits will be calculated on a proportional basis. • He will not be entitled to termination benefits in the eventof misconduct. Similarly, these termination benefitswill not be paid ifhe leavesEurazeo on hisown initiativeto take up new duties or if he changespositionwithin the Groupor ifhe is eligible for a pension lessthan one month followingthedate ofhis departure.He will receive halfof his termination benefits if he is eligible for a pension one to six months following the date ofhisdeparture.In any event, regardless of his date of departure, the amountof termination benefits paidmaynot be greaterthan the compensationthathewould have received for the remainingmonths to retirement. No payment In the eventof resignationbeforeMarch 19,2022, Philippe Audouin will beboundby a non-compete obligationfora period oftwelve months. In this respect,hewill receive a gross,monthly, compensatory allowance corresponding to 50%of the average monthly compensationpaid during the last12 months preceding the termination ofthe employment contract. If this resignation is also accompanied by the payment of terminationbenefits,aggregate non-compete compensation plus termination benefitsmaynot exceedthe total amountof fixed andvariablecompensationpaid during the two yearspreceding hisdeparture. The Companyreserves the right to choose not to implement this non-compete agreement. No payment A supplementarydefined-benefit pension plan which, ifhe reachesthe end ofhis career while with Eurazeo within themeaning ofthe pensionplan,will entitlePhilippe Audouin to supplementary pension rights calculated based on the average compensation for the last36months (bonus included, limitedto twicethe fixed compensation of the beneficiary) and his length of service with Eurazeo, the pension being equalto 2.5%of the benchmark compensation peryear of service.The increase in contingent rightsunderthe plan issubject to a performance condition set bythe SupervisoryBoard 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%. Basedon the increase in Eurazeo NAV per share of10.46%,2.50% ofrights vested in respect of fiscal ear2019.

Non-compete compensation

Supplementary defined benefitpension plan

The maximum amount of the pensionwill be capped at 45% (instead of 60%previously) of benchmarkcompensationfor beneficiariespresent in the Company as of the Shareholders’ Meeting ofApril 25, 2018.

Collective, defined-contribution pension plan

No payment Under the collective defined-contribution pension plan,Philippe Audouinbenefits, 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.

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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