EURAZEO_REGISTRATION_DOCUMENT_2017

CONSOLIDATED FINANCIAL STATEMENTS Notes to the Consolidated Financial Statements

Holding company business Eurazeo commitments

Vendor warranties received Pursuant to the acquisition of an investment in the LPCR Group, Eurazeo holds specific vendor warranties granted by Athina Conseil. Other commitments received On June 27, 2014, Eurazeo secured a five-year €1 billion loan with a banking syndicate, which was extended on two occasions by one year, i.e. until June 27, 2021. As of December 31, 2017, this loan had not been drawn and the total commitment received by Eurazeo stood at €1 billion. Commitments given to hold securities As part of the guarantee covering Eurazeo Real Estate Lux’s investment in Colyzeo II, Eurazeo undertook to hold the entire share capital of Eurazeo Real Estate Lux. On June 30, 2015, SCI CIFA Asset signed a finance lease agreement for the acquisition of real estate assets in Aubervilliers. This finance lease agreement includes a commitment by Eurazeo to hold, directly or indirectly, at least 75% of the share capital and voting rights of SCI CIFA Partners for a period of 12 years, that is, until June 29, 2027. Pursuant to shareholders’ agreements entered into with third parties, Eurazeo has undertaken, as appropriate, to maintain certain investment levels in intermediary holding companies. Pursuant to the sale of 10% of the share capital and 10.4% of voting rights of Europcar by way of an accelerated book building to institutional investors, on October 5, 2017, Eurazeo and its co-investor Ecip Europcar Sarl undertook, subject to customary exceptions, not to transfer Europcar shares or other securities during a 90-day period, by any means, or to contract options or commitments for such a transfer. Pursuant to the sale of 3.34% of the share capital and voting rights of Moncler through its subsidiary ECIP M S.A. by way of an accelerated book building to institutional investors, on October 30, 2017, Eurazeo undertook, subject to customary exceptions, not to transfer Moncler shares or other securities during a 90-day period, by any means, or to contract options or commitments for such a transfer. Commitments involving Eurazeo Capital II SCS Subscription commitments received by Eurazeo Capital II SCS from its shareholders total €505.1 million. As of December 31, 2017, residual commitments received total €110.1 million. Commitments involving Legendre Holding 27 Pursuant to the sale of 3.96% of the share capital of Elis by way of an accelerated book building to institutional investors, on October 9, 2017, Legendre Holding 27 undertook, subject to customary exceptions, not to transfer Elis shares or other securities during a 90-day period, by any means, or to contract options or commitments for such a transfer. Commitments involving Legendre Holding 29 Pursuant to an acquisition agreement signed on March 17, 2014, La Vida Es Chula S.L. granted Eurazeo (with Legendre Holding 29 assuming the rights), subject to the realization of certain conditions, a call option covering 4% of the share capital of Abasic SL, exercisable from the fifth anniversary of completion of the acquisition, that is from July 10, 2019. Legendre Holding 29 also undertook not to sell its Abasic SL shares during a period of 5 years from the transaction closing (July 10, 2014). Commitments involving Legendre Holding 35 Under the terms of a shareholders’ agreement signed on April 7, 2015, Legendre Holding 35 undertook not to sell its Neovia (formerly InVivo NSA) shares during a period of four years. The Parties to this shareholders’ agreement also granted various rights concerning share transfers.

All Eurazeo commitments deemed material under current accounting standards are described below, with the exception of those resulting from confidential shareholders’ agreements. Commitments given Pursuant to the sale to Carlyle of Groupe B&B Hotels (GBB) shares on September 28, 2010, Eurazeo granted a number of warranties: a general warranty covering standard statements concerning all • Groupe B&B Hotels companies; a specific warranty covering risks relating to management-agent • disputes arising before March 31, 2012; compensation payable under this warranty is capped at €14.6 million, and the maximum portion attributable to Eurazeo based on its direct and indirect investment in GBB is €10.5 million, of which €6.5 million has already been paid; a specific warranty covering tax risks capped at €16 million and • expiring at the end of the applicable limitations period; the maximum portion attributable to Eurazeo based on its direct and indirect investment in GBB is €11.5 million, partially covered by an insurance policy purchased in this respect. Pursuant to the acquisition of an investment in the LPCR Group, Eurazeo entered into a shareholders’ agreement on March 29, 2016 with Legendre Holding 47, Jean-Emmanuel Rodocanachi, Athina Conseil and Bpifrance. Under the terms of this agreement, Eurazeo granted sales commitments covering all its shares exercisable under certain circumstances in favor of Jean-Emmanuel Rodocanachi and his family company, Athina Conseil. Pursuant to the sale of the ANF Immobilier securities completed on October 10, 2017, Eurazeo granted Icade various standard warranties (authority, capacity and ownership of securities) and a specific warranty covering current identified disputes in favor of ANF Immobilier. Pursuant to the acquisition of the US group WorldStrides, Eurazeo: granted a US$30 million warranty guaranteeing the payment by • the buyer, its subsidiary WS Holdings Acquisition Inc., of an earn-out of a maximum amount of US$30 million should it earn an IRR of 15% or a cash-on-cash multiple of 2 on its initial investment as a result of this acquisition; granted a warranty to the Carlyle group guaranteeing the payment • by the buyer, its subsidiary WS Holdings Acquisition Inc., of the earn-out of a maximum amount of US$12.5 million plus incidental expenses, where applicable, to the Carlyle group in the event of the sale of the WorldStrides group by Carlyle, based on WorldStrides group’s revenue for the year ended June 30, 2018. Pursuant to the acquisition of the C2S clinic group by Legendre Holding 59, a Eurazeo SE subsidiary, Eurazeo SE undertook to ensure that Legendre Holding 59 has the necessary resources, up to €115.5 million, to finance the acquisition of the C2S group. On December 28, 2017, Eurazeo granted an irrevocable undertaking to purchase the majority of the share capital and voting rights of Idinvest Partners, held by IDI and Idinvest Partners managers. On November 28, 2017, Eurazeo SE entered into agreements with Rhône Capital LLC and Rhône Group LLC and their shareholders, regarding the acquisition by Eurazeo of a stake of approximately 30% in Rhône Capital group companies and miscellaneous carried interest rights. The transaction will be completed for Eurazeo shares (2 million shares) and cash (approximately US$105 million) and is subject to various regulatory conditions precedent and a report by the reporting auditor. The acquisition should be completed during the first-half of 2018.

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2017 Registration document