Eurazeo / 2019 Universal Registration Document

Shareholders’ Meeting Special report on share subscription and purchase options (Article L. 225-184 of the French Commercial Code)

Option vesting conditions 2019/1 Plan

In addition, if the beneficiary of the Options has not been employed by the Companyfor at least four years at the end of one of the above-mentioned vesting periods, the Options corresponding to such period will vest in favor of the beneficiary only when the beneficiaryhas been employedby the Companyfor four years. the exercise of all the Options granted to members of the • Executive Board and the Executive Committee and Investment Officers is subject to the attainment of performance conditions assessed at the end of the last vesting period, i.e. on February 5, 2023. These performance conditions which concern (i) the comparative stock market performance of the Company's share, after the add-back of dividends, against the CAC 40 index and (ii) Eurazeo'sNAV performance(the “PerformanceConditions”)will determine the percentage of options available for exercise as set out below:

the Options will vest by tranches, at the end of three successive • vesting periods, subject to the continued employment of the beneficiary by the Company at the end of the relevant vesting period: the first tranche (one-half) of the Options will vest after two • years, i.e. on February 5,2021; the second tranche (third quarter) of the Options will vest after • three years, i.e. on February 5,2022; the third tranche (final quarter) of the Options will vest after four • years, i.e. on February 5,2023.

≤ 80% (NAV/share) of the referenceamount

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

≥ 100% (NAV/share) of the referenceamount

Changein theEurazeoshareprice(base100)/ Changein theCAC 40index(base100)≤ 80% 80% < Changein theEurazeoshareprice(base100)/ Changein theCAC 40index(base100)≤ 100% Change in theEurazeoshareprice(base100)/ Changein theCAC 40index(base100)> 100%

0%

50%

75%

50%

75%

100%

75%

100%

100%

Option exerciseconditions The Vested Options may only be exercised from February 5, 2023, • subject to the attainment of the Performance Conditions in accordancewith the aforementionedterms and conditions,except in the event of redundancy, forced retirement, invalidity classified in social security categories 2or 3 or death, in accordancewith the provisionsof Article 91 ter of Appendix IIof the FrenchGeneral Tax Code or in the event of the occurrence of one of the Events allowing the Early Exercise of Options detailed below. Options must be exercised within ten years, i.e. before February 4, 2029 inclusive, at which date any Options that have not been exercised will automatically expire. 2019/2 Plan The Options will vest by tranches, at the end of three successive vesting periods, subject to the continued employment of the beneficiary by theCompany atthe endof the relevantvesting period: the first tranche (one-half) of the Options will vest after two • years, i.e. on June 6, 2021; the second tranche (third quarter) of the Options will vest after • three years, i.e. on June 6, 2022; the third tranche (final quarter) of the Options will vest after four • years, i.e. on June 6, 2023. In addition, if the beneficiary of the Options has not been employed by the Companyfor at least four years at the end of one of the above-mentioned vesting periods, the Options corresponding to such period will vest in favor of the beneficiary only when the beneficiaryhas been employedby the Companyfor four years.

Eurazeo's stock market performance will be determined over a four-year period (starting on February 5, 2019 and expiring on February 4, 2023 inclusive) by combining the change in value of the Eurazeo share and the reinvestment of ordinary dividends paid over the same period. Eurazeo’s stock market performance will be compared with the stock market performance, over the same period, of the CAC 40index. Eurazeo’s NAV performance will be determined over a four-yearperiod by comparing the NAV per share in absolute terms as of February 5, 2019 and the NAV per share in absolute terms as of February 4, 2023, increasedfor dividendspaid over the sameperiod. If the Performance Conditions are not attained or only partially attained, all ora portion of theOptions will automatically expire. For other beneficiaries of the Options (employees who are not members of the Executive Board or the Executive Committee or Investment Officers), the exercise of half of the Options is subject to the attainment ofthe same PerformanceConditions. Options vested in favor of a beneficiary in accordance with the rules set out above are referred to hereafter as “Vested Options.” Options that, at a given date, have not vested in favor of a beneficiary in accordancewith the rules set out above are referred to hereinafter as “Unvested Options”.

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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