EURAZEO_REGISTRATION_DOCUMENT_2017

CONSOLIDATED FINANCIAL STATEMENTS Notes to the Consolidated Financial Statements

Commitments involving the WorldStrides group PV Lewis L.P., a Primavera group company, and BNP Paribas, minority shareholders in WS Holdings Acquisition Inc., undertook to reimburse LH WS their share of (i) the earn-out, up to a maximum amount of US$30 million, payable in the event WS Holdings Acquisition Inc. realizes an IRR of 15% or a cash-on-cash multiple of 2 on its initial investment as a result of the acquisition of the WorldStrides group and (ii) the earn-out, up to a maximum amount of US$12.5 million (plus incidental expenses) payable, where applicable, to the Carlyle group in the event of the sale of the WorldStrides group by Carlyle and based on 2018 revenue generated by the WorldStrides group. Primavera Capital Fund II L.P. Issued a guarantee in favor of LH WS guaranteeing payment of these two earn-outs. LH WS granted purchase commitments to the Primavera fund applicable (i) following an unsuccessful exit process, at a price equal to the price indicated in the firm proposal received during this exit process or, in the absence of such a proposal, at market value; (ii) in the six months following the sixth anniversary of the acquisition at market value or, under certain conditions, in the six months following the seventh anniversary of the acquisition after having solicited the launch of an exit process by Legendre Holding 56 (in this instance the acquisition price is determined as in (i) above); and in the six months following the seventh anniversary of the acquisition at market value. Similarly, WS Holdings Acquisition Inc., an indirect subsidiary of Eurazeo (via LH WS), which performed the acquisition: granted the vendors 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; accepted to assume the vendor’s commitment to the Carlyle • group to pay an earn-out in the event of the sale of the WorldStrides group by the Carlyle group, of a maximum amount of US$12.5 million (excluding incident expenses), based on the Worldstrides group’s revenue for the year ended June 30, 2018. Lakeland Holdings, LLC, acquired by WS Holdings Acquisition Inc., a subsidiary of Eurazeo, granted standard purchase and sales commitments to WorldStrides group managers.

Reciprocal commitments Pursuant to the agreement entered into with the vendor on the acquisition of its analgesic product production business, the Novacap group enjoys an exclusive supply agreement for salicylic acid with a third-party; in return, it has undertaken to purchase the entire salicylic acid production of this site and to cover all its normal operating costs. Commitments received Pursuant to the acquisitions performed by Novacap in 2017, the group holds, for certain of these acquisitions, warranties granted by the vendors covering the potential occurrence of certain events. These warranties were granted for periods of 1 to 7 years depending on the events covered. The Novacap group holds a credit facility of €90 million, including €81.7 million not drawn as of December 31, 2017. The Novacap group holds a joint and several financial guarantee from an insurance company for a maximum amount of €2 million in favor of the Meurthe et Moselle Prefecture, guaranteeing the post-operating rehabilitation of areas for which the group has received operating authorizations. This rehabilitation commitment is also provided in balance sheet liabilities. Pursuant to the operation of its limestone quarry for the production of carbonate, an insurance company provided a financial guarantee in favor of the French State of €2.3 million, allowing it to retain its operating authorization. Certain French companies of the group have also secured financial guarantees from insurance companies covering security work on classified installations they operate, in the amount of €0.5 million. Finally, a group company also secured a €2.2 million financial guarantee covering the operation of a Seveso-classified facility. Pursuant to the European policy to limit greenhouse gas emissions, the Novacap group was allocated allowances free of charge based on past emissions; in an aggressive bid to reduce emissions, the number of allowances allocated will follow a downward curve over the coming years, decreasing from 573,000 metric tons in 2014 to 501,000 metric tons in 2020. Commitments involving CPK SAS Commitments given Pursuant to the acquisition of a portfolio of assets in the confectionery and chocolate sector held by Mondelez group on April 28, 2017, CPK Bidco granted standard vendor warranties covering its existence and capacity as well as specific warranties covering (i) the allocation of the purchase price between the different assets sold, (ii) the liabilities transferred and (iii) the production lines excluded from the scope of the transaction. CPK Bidco also granted employee commitments covering both transferred employees and employees of the acquired plants. Commitments received Pursuant to the purchase agreement with the Mondelez group, CPK SAS received a general warranty covering standard statements concerning assets sold and specific warranties covering (i) reorganization operations to be performed prior to the transaction, (ii) assets excluded from the scope of the transaction, (iii) employees transferred and (iv) production lines transferred. Commitments involving LH Iberchem Pursuant to the acquisition of the IBERCHEM group, LH IBERCHEM granted standard purchase commitments to and received standards sales commitments from the main group managers. In addition, LH IBERCHEM granted a purchase commitment to and received a sales commitment from the CEO in the event of his retirement, with arrangements for spreading payment of the acquisition price for his shares.

4

Eurazeo PME business Commitments involving Eurazeo PME group Commitments given

Operating leases mainly concern leasehold agreements signed in December 2016 by Léon de Bruxelles, accompanied by a 10-year first-demand guarantee. Commitments received Other commitments received mainly concern undrawn credit facilities held by the various Eurazeo PME group investments.

Eurazeo Croissance business Commitments involving Legendre Holding 36

Pursuant to the acquisition of its investment in IM Square, Legendre Holding 36 undertook, on July 6, 2016, to subscribe, on one or more occasions in line with calls for funds by IM Square over a period expiring on June 30, 2019, for IM Square class A shares for a total amount of €25 million, €17.8 million of which had been invested as of December 31, 2017.

249

Eurazeo

2017 Registration document