Eurazeo / 2018 Registration document

CONSOLIDATED FINANCIAL STATEMENTS Notes to the Consolidated Financial Statements

Commitments involving Carryco Capital 1 Pursuant to the signature of an investment protocol on November 14, 2014, Carryco Capital 1 undertook to invest alongside Eurazeo in all investments performed by the latter under the co-investment program defined in the protocol during the period January 1, 2014 to December 31, 2017 (potentially extended one year to December 31, 2018) in the amount of 10% of the total investment planned by Eurazeo. The investment period was closed in 2017 and the only remaining commitments relate to potential external growth transactions and reinvestments in respect of completed investments. Commitments involving Carryco Capital 2 Pursuant to the signature of an investment protocol on June 30, 2018, Carryco Capital 2 undertook to invest alongside Eurazeo in all investments performed by the latter under the co-investment program defined in the protocol during the period June 30, 2017 to June 30, 2020 (potentially extended one year to June 30, 2021) in the amount of 12% of the total investment planned by Eurazeo. Commitments involving Carryco Croissance Pursuant to the signature of an investment protocol on December 29, 2014, Carryco Croissance undertook to invest alongside Eurazeo in all investments performed by the latter under the co-investment program defined in the protocol during the period January 1, 2012 to December 31, 2013 in the amount of 10% of the total investment planned by Eurazeo. Commitments involving Carryco Croissance 2 Pursuant to the signature of an investment protocol on June 29, 2015, Carryco Croissance 2 undertook to invest alongside Eurazeo in all investments performed by the latter under the co-investment program defined in the protocol during the period January 1, 2015 to December 31, 2017, potentially extended one year to December 31, 2018, in the amount of 10% of the total investment planned by Eurazeo. Commitments involving Carryco Patrimoine Pursuant to the signature of an investment protocol on July 30, 2015, Carryco Patrimoine undertook to invest alongside Eurazeo in all investments performed by the latter under the co-investment program defined in the protocol during the period January 1, 2015 to December 31, 2017. The program is invested in full. Commitments involving Carryco Patrimoine 2 CarryCo Patrimoine 2 undertook to invest alongside Eurazeo in all investments performed by the latter under the co-investment program defined in the protocol during the period January 1, 2018 to December 31, 2020 (potentially extended one year to December 31, 2021) in the amount of 12% of the total investment planned by Eurazeo. Commitments involving LH GP Commitments received Pursuant to the acquisition of Idinvest Partners on April 12, 2018, LH GP received the following commitments from the sellers: (i) a general warranty covering the seller’s ability to sell the shares purchased and ownership of the shares purchased, (ii) specific warranties covering the share capital structure and the existence of Idinvest Partners, (iii) specific warranties covering compliance, taxation, employees and the financial statements of the company as of June 30, 2017. The warranties were granted for applicable limitation periods, except the warranties covering the financial statements and compliance, that were granted for a period of 18 months from completion of the acquisition (i.e. until October 2019). Compensation receivable under these warranties is capped, according to the case, at 10% or 100% of the acquisition price received by each vendor.

Finally, LH GP received sales commitments covering Idinvest Partners shares held by certain executives and managers that may be exercised (i) on three expiry dates (2020, 2021 and 2022) and (ii) on departure from the company. Commitments given Pursuant to the acquisition of Idinvest Partners on April 12, 2018, LH GP granted purchase commitments covering Idinvest Partners shares held by certain executives and managers that may be exercised (i) on three expiry dates (2020, 2021 and 2022) and (ii) on the death or disability of the executives or managers. Commitments involving Legendre Holding 36 (IM Square) Pursuant to the acquisition of its investment in IM Square, on June 29, 2018, Legendre Holding 36 granted purchase and sales commitments to managers in the event of their departure. Legendre Holding 36 also granted purchase commitments to Philippe Couvrecelle and the holding company, Investment Square Management Limited, in certain cases of Philippe Couvrecelle’s departure, certain cases of refusal to invest by IMSquare and under certain conditions if his investment is not liquid as of June 30, 2024. Pursuant to the acquisition of an investment in the LPCR group on March 29, 2016, Legendre Holding 47 undertook to hold all its shares in Grandir SAS and LPCR Group for a minimum period of 5 years. Legendre Holding 47 also entered into a shareholders' agreement on March 29, 2016 with Eurazeo, Jean-Emmanuel Rodocanachi, Athina Conseil and Bpifrance comprising various standard non-competition commitments and commitments governing the transfer of LPCR group shares. Pursuant to the entry of certain managers into the share capital of Grandir SAS in December 2016, Legendre Holding 47 granted standard share purchase commitments to the managers in the event of death or disability and received share sales commitments from the managers. Commitments involving Sommet Education group companies Pursuant to the acquisition of the Swiss hotel schools Glion and Les Roches, Graduate SA holds standard warranties capped at 15% of the acquisition price and valid for periods of 18 months to 10 years commencing June 15, 2016 (with the exception of tax warranties granted for a period of up to 3 months following expiry of the applicable limitations periods). Graduate SA and Gesthôtel granted a warranty tied to the financing in favor of financing institutions in respect of the loan agreement of June 14, 2016 and valid until repayment of the loans granted. Graduate SA and Gesthôtel also granted various pledges (over receivables, revenue and bank accounts) guaranteeing the payment obligations and debts of Gesthôtel, GIHE Sàrl and Escuela under lease agreements with the owner of the real estate. Finally, as part of the acquisition financing, Graduate SA granted pledges over receivables, bank accounts and shares in favor of Intermediate Capital Group plc as security agent in respect of loan agreements, valid until payment in full of the obligations guaranteed and undertook to enter into interest-rate hedging commitments covering a minimum of three years and 67% of the nominal amount of the unitranche financing. Eurazeo Capital Commitments involving Legendre Holding 47

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Eurazeo

2018 Registration Document