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Expert Corporate Governance Service (ECGS)
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Eurazéo SE - AGM 25 April 2019

ITEM 7: the 2019 remuneration policy of Members of the Management Board does not
comprise any significant change compared to the previous one. Thus, concerns raised in
previous years are still relevant: LTI could still vest in case of underperformance and
amounts that could be granted are still excessive. Thus, overall, this new remuneration
policy is not satisfactory and we do not support it.


ITEM 9: the company’s disclosure of remunerations granted to the Members of the
Management Board is satisfactory, as well as the structure of their remuneration;
however, LTI could still vest in case of underperformance. Moreover, amounts granted to
Ms Morgon are excessive. Thus, we do not support her 2018 remunerations.

ITEM 20: the company asks to be authorized to use Poison Pills in case of an unfriendly
public offer. ECGS is not in favor of pre-approved antitakeover device or any instruments
that could prevent shareholders from choosing between supporting the Company or
supporting the company doing the unfriendly public offer. We consider that shareholders
themselves, and not management, should decide whether to tender their shares in case
of a public offer (thus, that, in case of an unfriendly public offer, an EGM should be called
to let shareholders choose).

Underlying
Eurazeo

Eurazeo is a listed investment company in Europe. Co. invests in French or other European companies in which it can exercise influence. Co. divides its operaion in five divisions: Holding company, Eurazeo Capital, Eurazeo PME, Eurazeo Croissance, and Eurazeo Patrimoine. Holding company focuses on investment in non-consolidated fund business; Eurazeo Capital invests in companies valued over Euro150,000,000 to Euro200,000,000; Eurazeo PME invests in enterprises valued at less than Euro150,000,000 to Euro200,000,000; Eurazeo Croissance targets companies with high growth potential in promising markets; and Eurazeo Patrimoine groups Co.'s real estate asset management and investment activities.

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Proxinvest
Proxinvest

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Analysts
Expert Corporate Governance Service (ECGS)

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