Eurazeo / 2018 Registration document

CONSOLIDATED FINANCIAL STATEMENTS Notes to the Consolidated Financial Statements

Eurazeo will subscribe, directly or via one or more of its affiliates, • firm commitments totaling €60 million in the Idinvest Secondary Fund IV FCPI fund and €60 million in the Idinvest Fund Private Debt V. Pursuant to the acquisition of the Highlight real estate project, completed on May 29, 2018 (off-plan acquisition) by SNC Highlight (JV with the JC Decaux group), Eurazeo issued a letter of intent (with performance obligations) in favor of Natixis for a maximum amount of €56.6 million, covering the investment obligations of its subsidiaries, LHH1 and LHH2. Vendor warranties received Pursuant to the acquisition of an investment in the LPCR Group, Eurazeo holds specific vendor warranties granted by Athina Conseil. It holds similar warranties pursuant to the acquisition of an investment in the Rhône group. 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, 2018, this loan had not been drawn and the total commitment received by Eurazeo stood at €1 billion. Pursuant to agreements entered into with Rhone Capital LLC and Rhone Group LLC on November 28, 2017, Eurazeo SE obtained the right to invest certain amounts in the Wework Property Investors LLC fund and in other funds managed by the Rhône Group LLC, at 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. Commitments involving Legendre Holding 29 (Desigual) Under the terms of the sales agreement covering all Abasic SL shares signed on August 2, 2018, Legendre Holding 29 could receive an earn-out payable in the event of the transfer by La Vida Es Chula S.L. of a portion of its Abasic SL shares representing 10% or more of the share capital of Abasic SL. The amount of the earn-out would be calculated based on the price agreed by La Vida Es Chula S.L. and the third party for this transfer. Under the terms of the sales agreement dated August 2, 2018, the parties gave standard representations and warranties covering existence, constitution, capacity and receipt of the authorizations necessary to conclude and implement the contract. Legendre Holding 29 also gave representations and warranties concerning ownership of the shares sold. Commitment received by RedBirds US LP Pursuant to the sale by RedBirds US LP to FC Co-Investment Limitpar LLC, a Colony group entity, of its interest in FC Co-Investment Partner LP for US$1 on August 26, 2009, RedBirds US LP holds a financial recovery clause enabling the receipt of 80% of any profits realized by FC Co-Investment Limitpar LLC or any Colony group entity on the sale of these shares to a third party. preferential terms and conditions. Commitments given to hold securities

Investment and asset management activities Eurazeo SE commitments

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 representations 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. On December 19, 2018, Eurazeo SE entered into an agreement with Atalante SAS, Axa France IARD and AXA Investment Managers for the sale of Eurazeo SE’s stake in the share capital of Atalante SAS, subject to the negotiation of the necessary legal documents, the receipt of the required regulatory authorizations and the approval of AXA IM by the Atalante SAS Supervisory Board. Under the terms of this agreement, Eurazeo SA undertook to retain a number of A shares in the Capzanine Situations Spéciales fund representing a commitment of €8 million, until subscribed commitments reach a certain level. 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 an uncapped specific warranty covering current identified disputes in favor of ANF Immobilier. These disputes are described in Section 3.4.2.11 of the Registration Document. Pursuant to the acquisition of the U.S. 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 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. Following the entry of Primavera into the share capital of WS Holdings Acquisition Inc., Eurazeo’s commitment was reduced to US$21 million. Pursuant to the acquisition of Idinvest Partners on April 12, 2018, Eurazeo made the following commitments: commitment to provide LH GP with the necessary funds to fulfill its • obligation to acquire the Idinvest Partners shares held by executive shareholders, in the event of the exercise of the various purchase commitments granted to these executives; the commitment amount is currently estimated at €128 million; Eurazeo will allocate, directly or via one or more of its affiliates, • €150 million to the Eurazeo Growth investment segment;

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2018 Registration Document