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, Olivier Millet shall be entitled to payment bythe Companyof termination benefits equivalentto eighteenmonths’ compensation, based on the total compensation (fixedand variable)paid during the lastwelve months.These termination benefits will includeany severancepay dueby lawandunderthe collective bargaining agreement in the event of the termination ofhisemploymentcontract. Termination benefits will only be paid iftheCompany's share price (dividends reinvested) compared to the LPX TR index changes between the date ofhis lastappointment as a member of theExecutiveBoard andthedate ofthe 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;termination benefits equal to half of the expected amountwill be paid ifhe is eligible for a pension between oneand six months following the date ofhis departure.In any event,regardlessof his date ofdeparture,the amountof termination benefits paid maynot begreaterthanthe compensation thathewould havereceivedfor the remaining months to retirement. No payment In the eventof resignationbeforeMarch 19,2022, Olivier Milletwill be bound bya 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 monthsprecedingthe terminationof the 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 Under the collective defined-contribution pension plan,Olivier Milletbenefits, in the same way as all Company employees, from the same defined-contribution pensionplan opento all executive employeesof the categoryto which Executive Board members are assimilated andunder the same contribution conditions.

Non-compete compensation

Collective, defined-contribution pension plan

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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