Eurazeo / 2018 Registration document

COMPANY FINANCIAL STATEMENTS Notes to the Company financial statements

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. Idinvest Partners Pursuant to the acquisition of Idinvest Partners on April 12, 2018, Eurazeo contracted 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 call options 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 Idinvest Eurazeo Growth investment segment; 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 Private Debt V” fund. Highlight 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, LHH 1 and LHH 2. WorldStrides Pursuant to the acquisition of the U.S. group WorldStrides, Eurazeo granted a US$30 million warranty guaranteeing the payment by the buyer, its subsidiary WS Holdings Acquisition Inc., of an earn-out of a maximum amount of US$ 30 million, in the event of an IRR of 15% or a cash-on-cash multiple of two 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. Commitments received from Atalante 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 which: Eurazeo SE undertook to sell to AXA and AXA undertook to acquire • from Eurazeo SE all the shares held by Eurazeo SE in the Atalante SAS share capital (cum dividend 2018). Alongside the sale of the Atalante SAS shares, Eurazeo SE • undertook to sell all A shares held in the Capzanine 4 Flex Equity and Capzanine 4 Private Debt funds to several buyers, including AXA, for a disposal price determined based on the net asset value of each fund. Alongside the sale of the Atalante SAS shares, Eurazeo SE • undertook to sell to AXA France a number of A shares in the Capzanine Situations Spéciales fund representing a commitment of €17 million, at nominal value (€1). Eurazeo 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.

Commitments received from 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 Carryco Patrimoine 2 undertook to invest alongside Eurazeo in all investments performed by the latter under the co-investment program 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. Fund portfolio Pursuant to its disposal of the fund portfolio (2006-2007), Eurazeo entered into various agreements setting out disposal procedures for these portfolios. These agreements contained a number of standard representations and warranties. All these warranties have now expired, with the exception of the compensation clause concerning the Baker II agreement which is not subject to a time limit. However, no claims may exceed the transaction amount. Seqens Pursuant to the acquisition of the Seqens Group (formerly Novacap) Seqens Group Bidco (formerly Novacap Group Bidco), a subsidiary of Eurazeo, granted an earn-out of a maximum amount of €30 million (Eurazeo share of €12 million), payable in 2018 if the group attains certain performance objectives in 2017. On July 5, 2018, the Seqens Group paid €10.0 million in respect of the uncontested portion of the earn-out. In this context, Eurazeo undertook to provide its subsidiary with the necessary funds to pay this earn-out (i.e. an Eurazeo share of €6.5 million. 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 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. Icade (formerly 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, renamed Icade. of 12 % of the total investment planned by Eurazeo. Commitments received from Carryco Patrimoine 2

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2018 Registration Document