EURAZEO_REGISTRATION_DOCUMENT_2017

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COMPANY FINANCIAL STATEMENTS Notes to the Company financial statements

Groupe B&B Hotels 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 representations concerning • all Groupe B&B Hotels companies; a specific warranty covering risks relating to current or future • management-agent disputes notified 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; 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. Eurazeo Real Estate Lux As part of the warranty covering Eurazeo Real Estate Lux’s investment in Colyzeo II, Eurazeo undertook to hold directly or indirectly the entire share capital of Eurazeo Real Estate Lux. ANF Immobilier 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. SCI CIFA Asset 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. Legendre Holding 47 (LPCR) 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 Athina Conseil. Pursuant to the acquisition of an investment in the LPCR Group, Eurazeo holds specific vendor warranties granted by Athina Conseil.

Europcar 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. Worldstrides 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 (i.e. a Eurazeo share of US$27 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 (i.e. a Eurazeo share of US$11 million), 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. C2S Pursuant to the acquisition of the C2S clinic group by Legendre Holding 59, a Eurazeo subsidiary, Eurazeo undertook to ensure that Legendre Holding 59 has the necessary resources, up to €115.5 million, to finance the acquisition of the C2S group. Idinvest Partners 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. Rhône On November 28, 2017, Eurazeo SE entered into agreements with Rhône Capital LLC and Rhône Groupe LLC and their companies, 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. Pledges of the issuer’s assets (intangible assets, property, plant and equipment and long-term financial assets) None.

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2017 Registration document

Eurazeo