Eurazeo / 2019 Universal Registration Document

Financial Statements Consolidated Financial Statements for the year ended December 31, 2019

Investment and asset managementactivities Eurazeo SE commitments

Highlight Pursuant to the acquisition of the Highlight real estate project, completed on May 29, 2018(off-plan acquisition)by SNC Highlight (JV with JC Decaux Holding), Eurazeo issued a letter of intent (with performance obligations) in favor of Natixis for a maximum amount of €38.4 million,coveringthe investmentobligationsof its subsidiaries, LHH 1 and LHH 2.This commitment will expireon May 26, 2023. In the same context and under the terms of the shareholders’ agreement, Eurazeo undertook to invest €39.2 million (residual amount post-financing paid on signature of the off-plan acquisition), through LHH 1 and LHH 2, Eurazeo Patrimoine subsidiaries and shareholders in SNC Highlight. This commitment will expire on December 31, 2022. RhôneGroup Eurazeo undertook to invest US$100 million in the Rhône Partners VI LP fund currently raising funds and to be managed by Rhône Group LLC or one of itsaffiliates. LH PMG Pursuantto an agreementsigned on January 11, 2019betweenEurazeo and Stephen Sadove, a member of the Eurazeo Brands Investment Committee,Eurazeo undertookto pay StephenSadove, (I) the amount of dividends received by Eurazeo from LH PMG (net of taxes), which holds an indirect investment in Pat McGrath Cosmetics LLC, for a share representing 0.41 LH PMG ordinary shares and (II) the market value of 0.41 LH PMG ordinary shares (net of taxes and costs) in the case of a liquidity event (disposal of the investment in Pat McGrath Cosmetics LLC) resulting in LH PMG only holding liquid assets or equivalent. Vendor warranties received Pursuant to the acquisition of an investment in the Grandir Group, Eurazeo holdsspecificvendor warranties grantedby AthinaConseil. It holds similar warrantiespursuant to the acquisitionof an investment in the Rhône Group. Other commitments received Syndicated creditfacility 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. On December 20, 2019, this syndicated credit facility was renewed for a five-year period (potentially extended to seven years under certain conditions). The total commitment receivedby Eurazeois €1.5 billion. RhôneGroup 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, 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 EstateLux. Pursuant to shareholders' agreements entered into with third parties, Eurazeo has undertaken, as appropriate, to maintain certain investmentlevels in intermediary holding companies. Vendor warranties Asmodée commitments Pursuant to the direct and indirect sale of all the shares in Asmodee Holding, the sellers (including Eurazeo SE) gave the buyer, Financière Abra SAS, fundamental representations and warranties concerning Asmodee Holding SAS and its subsidiaries, for a maximum total compensation amount of €864.1 million for all sellers and €391.3 million for Eurazeo. These warranties expire at the end of the applicable limitationsperiods,that is July 27, 2024. at preferentialterms and conditions. Commitments given to hold securities EurazeoReal Estate Lux

All Eurazeo commitmentsdeemed material under current accounting standards are described below, with the exception of those resulting from confidentialshareholders'agreements. Commitments given Groupe B&B Hotels Pursuant to the sale to Carlyle of Groupe B&B Hotels (GBB) shares on September 28, 2010, Eurazeogranteda numberof warranties: a general warranty covering standard representationsconcerning • all GroupeB&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 €6.7 million has already beenpaid; 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 policypurchased inthis respect. 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, under the terms of which Eurazeo SA undertook to retain a number of A shares in the Capzanine Situations Spéciales fund representing €8 million,until subscribedcommitmentsreach a certain level. Icade (formerly ANFImmobilier) Pursuant to the sale of the ANF Immobilier securities completed on October 10, 2017, Eurazeo granted Icade various fundamental warranties (authority, capacity and ownership of securities) and an uncapped specific warranty covering current identified disputes in favor of ANF Immobilier (since absorbed by Icade). This warranty will expire on final settlement of the disputes. These disputes are described in Section 4.3of the UniversalRegistration Document. LH Grandir Pursuant to the acquisition of an investment in the Grandir Group, Eurazeo entered into a shareholders' agreement on March 29, 2016 with LH Grandir, Jean-Emmanuel Rodocanachi, Athina Conseil and Bpifrance. Under the terms of this agreement, Eurazeo granted sales commitments covering all its shares exercisable under certain circumstancesin favor of Jean-EmmanuelRodocanachiand his family company,AthinaConseil. 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 of US$30 million should it earn an IRR of 15% or a cash-on-cash multiple of 2 on its initial investment. This earn-out will be payable once the buyer has received income (dividends, share capital decrease, repayment of shareholder loans, etc.) enabling it to attain this IRR or multiple condition. Following the entry of Primavera into the share capital of WS Holdings Acquisition Inc. and the partial syndicationof Eurazeo SE’s investment to Eurazeo Capital IV, Eurazeo SE’s commitmentwas reducedto US$15 million. IdinvestPartners Pursuant to the acquisition of Idinvest Partners on April 12, 2018, Eurazeo contracted a 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 variouscall options granted to these executives.

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2019 UNIVERSAL REGISTRATION DOCUMENT