EURAZEO_REGISTRATION_DOCUMENT_2017

SHAREHOLDERS’ MEETINGS Agenda

Compensation

Amount Shares: €471,210

Comment

13,900 performance shares were granted for nil consideration to Philippe Audouin in respect of 2017. These performance shares are subject to a three-year vesting period ending January 30, 2020 and to the same performance conditions as the share purchase options. The attainment of the performance conditions will be assessed at the end of the vesting period, i.e. on January 31, 2021. Performance conditions: 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’s NAV performance, will determine the percentage of shares that may vest as set out below: < 80%

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

> 100% (NAV/share) of the reference amount

(NAV/share) of the reference amount

Change in the Eurazeo share price (base 100)/Change in the CAC 40 index (base 100) < 80% 80% < Change in the Eurazeo share price (base 100)/Change in the CAC 40 index (base 100) < 100% Change in the Eurazeo share price (base 100)/Change in the CAC 40 index (base 100) > 100%

0%

50%

75%

50%

75%

100%

75% 100% The free performance share plan was approved by the Executive Board meeting of January 31, 2017 in accordance with the authorization granted by the 23 rd resolution of the Extraordinary Shareholders’ Meeting of May 12, 2016. Attendance fees received during the fiscal year in respect of Directorships in investments are deducted from variable compensation payable in respect of the same fiscal year, subject to differences in taxation and social security contributions. 100% Calculation method: The amount of termination benefits is determined based on 18-months’ full compensation (fixed and variable) during the last 12 months. Termination benefits payable to Philippe Audouin were authorized by the 14th resolution of the Shareholders’ Meeting of May 7, 2014 and approved by the Supervisory Board meeting of December 5, 2013, on the renewal of his term of office. Grant conditions: Payment of termination benefits is subject to performance conditions assessed by comparing the change in Eurazeo’s share price with that of the LPX index: if the Company’s share performance compared to that of the LPX index is equal to 100% or • more between the date of renewal or appointment and the date of termination of his duties, Philippe Audouin will receive 100% of his termination benefits; if the Company’s share performance compared to that of the LPX index is equal to or less • than 80% between the date of renewal or appointment and the date of termination of his duties, Philippe Audouin will receive two-thirds of his termination benefits; between these two limits, the termination benefits will be calculated on a proportional • basis. Termination benefits will include the compensation due under the collective agreement in the event of termination of the employment contract. He will not be entitled to termination benefits in the event of misconduct. Similarly, these termination benefits will not be paid if Philippe Audouin leaves Eurazeo on his own initiative to take up new duties or if he changes position within the Group or if he is eligible for a pension less than one month following the date of his departure. He will receive half of his termination benefits if he is eligible for a pension one to six months following the date of his departure. In all events, whatever the departure date, the termination benefits received may not exceed the compensation that he would have received for the remaining months to retirement. Philippe Audouin has a company car.

Attendance fees

€86,490

Benefits in kind

€5,459

Termination benefits

No payment

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Eurazeo

2017 Registration document