Eurazeo / 2018 Registration document

CONSOLIDATED FINANCIAL STATEMENTS Notes to the Consolidated Financial Statements

Commitments involving Legendre Holding Novacap LH Novacap granted standard share purchase commitments to managers applicable in the event of death or permanent disability and holds share sales commitments from such managers. Commitments involving Seqens group companies Commitments given On implementation of the original acquisition financing in 2016 and the additional financings for the acquisitions performed subsequently, Seqens Group Bidco and Seqens Groupe Holding, and certain of their subsidiaries, granted pledges over receivables, inter-company loans, financial instrument accounts and bank accounts in favor of the banks party to the credit agreement until extinction of the obligations guaranteed. In order to secure its prices and supplies, the Seqens group has undertaken, as of December 31, 2018, to buy 185 thousand metric tons of coal (at purchase prices indexed, in part, to the AP12 index) and volumes of gas and electricity over the period 2019 to 2020. The group also secured purchase prices for these two energy sources for certain of its sites for the period 2019-2020 (electricity), without any volume commitments. A Seqens group subsidiary, as part of a sale of securities and the opening up of its capital, granted warranties to the third-party buyer, capped at a total amount of €1 million. To date, no events likely to lead to these warranties being called have been noted. Furthermore, firm orders in progress (orders placed but not received) in respect of investments total €10.1 million as of December 31, 2018. Commitments received Pursuant to the acquisitions performed by Seqens in 2017 and 2018, the group holds, for certain of these acquisitions, warranties granted by the vendors, or subscribed with external insurance companies, covering the potential occurrence of certain events. These warranties were granted for periods of 1 to 7 years depending on the events covered. The Seqens group holds a credit facility of €90 million, including €11.9 million not drawn as of December 31, 2018. The Seqens group holds a joint and several financial guarantee from an insurance company for a maximum amount of €2 million in favor of the Meurthe and 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. This guarantee covers the estimated cost of rehabilitating the quarry and the commitment is also provided in balance sheet liabilities. Pursuant to the European policy to limit greenhouse gas emissions, the Seqens 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 the CPK group 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 declarations 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. Commitments involving LH WS 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. 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 the earn-out of a maximum amount of US$30 million, in certain cases. Primavera Capital Fund II L.P. issued a guarantee in favor of LH WS guaranteeing payment of this earn-out. Similarly, WS Holdings Acquisition Inc., the indirect subsidiary of Eurazeo (via LH WS) that performed the acquisition, granted the vendors an earn-out of a maximum amount of US$30 million, payable in certain cases. Lakeland Holdings, LLC, acquired by WS Holdings Acquisition Inc., a subsidiary of Eurazeo, granted standard purchase and sales commitments to WorldStrides group managers.

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2018 Registration Document