Eurazeo / 2019 Universal Registration Document

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

CommitmentsinvolvingLegendreHolding 29(Desigual) Under the terms of the sales agreement signed on August 2, 2018, LegendreHolding29 could receive an earn-outpayable in the event of the transferby La Vida Es Chula S.L. of a portionof its Abasic SL shares representing 10% of more of the share capital of Abasic SL. before August 2, 2022 at the latest The amount of the earn-out would be calculatedbased on the price agreed by La Vida Es Chula S.L. and the third partyfor 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, without specific limitation as to term. Legendre Holding 29 also gave representations and warranties concerning ownership of the shares sold, without specific limitation as toterm. CommitmentsinvolvingLegendreHolding 35 Pursuant to the sale of all Neovia SAS shares to ADM France SAS, the sellers, including Legendre Holding 35, gave the buyer extensive representations and warranties concerning Neovia SAS and its subsidiaries,for a maximum compensationamount depending on the natureof the warranties given, as follows: compensation limited to the amount received for the sale of the • shares ( i.e. €1.3 billionfor all sellers and €225.8 millionfor Legendre Holding 35) for fundamental representations and warranties and the absence ofintermediaries; compensation limited to €150 million for all sellers and • €25.5 million for Legendre Holding 35 for other representations and warranties. Furthermore, the sellers agreed to compensate ADM France, Neovia SAS and/or Filozoo S.R.L (controlled by Neovia SAS) for any compensation paid by Neovia SAS and/or Filozoo S.R.L. to HuvepharmaEOOD in respect of representationsand warrantiesgiven by Neovia SAS and Filozoo S.R.L. to Huvepharma EOOD under the terms of the sales agreementsigned on August 31, 2018for the sale of the companies Qalian, Laboratoire Meriel, Qalian Portugal Unipessoal and QalianItalia toHuverpharma EOOD. The maximum compensation amount that may be payable to Neovia SAS and Filozoo S.R.L. in this respect depends on the nature of the warrantiesgiven, as follows: compensation limited to the disposal price ( i.e. a total amount • of €14.1 million,subjectto the earn-outpost-closing)for fundamental representationsandwarranties andcertain specific warranties; compensationlimited to €2.8 millionfor other representationsand • warranties. The compensation that may be payable by the sellers (including Legendre Holding 35) in the event of a claim under the warranties provided in the sales agreementof August 31, 2018would be allocated between thesellers as follows: betweenall sellers prorata to the number of shares sold ( i.e. 17.03% • for Legendre Holding 35) for representations and warranties concerningtax issues and compliance with certain commitments; for representations and warranties concerning the activities • of entities sold, (i) firstly to InVivo alone, up to a maximum of €2.8 million and (ii) for any claim exceeding €2,8 million, betweenall sellers prorata to the number of shares sold ( i.e. 17.03% for LegendreHolding 35). Pursuant to the agreement for the sale of the Neovia shares, ADM France SAS gave the sellers standard representations and and warrantiesconcerningitself.

Finally, InVivo and Legendre Holding 35 undertook (prorata to the number of shares sold by each of them) to repay ADM France SAS and/or the Neovia group all amounts payable by the Neovia group in respect of a dispute concerning the sale by the group of the Brazilian company, Total Alimentos. In return, ADM France SAS undertook to repay to InVivo and Legendre Holding 35 (prorata to the number of shares sold by each of them) all amounts received by the group in respect of the same dispute (net of related costs incurred). According to estimates by InVivo and Legendre Holding 35, ADM France SAS is expectedto pay approximately€12 millionto InVivo and Legendre Holding 35, representing approximately €2 million for LegendreHolding35. Commitment receivedby RedBirds USLP Pursuant to the sale by RedBirds US LP to FC Co-InvestmentLimitpar LLC, a Colony group entity, of its interest in FC Co-InvestmentPartner 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-InvestmentLimitpar LLC or any Colony group entity on the sale of these shares to a third party. This commitment was given by FC Co-Investment Limitpar Partner LLC without any specific limit as to term. CommitmentsinvolvingCarryCoCapital 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, 2014to December 31, 2017in the amount of 10% of the total investmentplannedby Eurazeo. The investment period was closed in 2017 and the only remaining commitments relate to potential external growth transactions and reinvestments inrespectof completed investments. CommitmentsinvolvingCarryCoCapital 2 Pursuant to the signature of an investment protocol on June 30, 2018, CarryCo Capital 2 undertook to invest alongside Eurazeo in all investmentsperformedby the latter under the co-investmentprogram 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 investmentplanned byEurazeo. CommitmentsinvolvingCarryCoCroissance Pursuant to the signature of an investment protocol on December 29, 2014, CarryCo Croissance undertook to invest alongsideEurazeo in all investmentsperformedby the latter under the co-investment program defined in the protocol during the period January 1, 2012to December 31, 2013in the amount of 10% of the total investmentplannedby Eurazeo.The program is invested in full. CommitmentsinvolvingCarryCoCroissance 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 byEurazeo.The program is invested infull. CommitmentsinvolvingCarryCoPatrimoine Pursuant to the signature of an investment protocol on July 30, 2015, CarryCo Patrimoine undertook to invest alongside Eurazeo in all investmentsperformedby the latter under the co-investmentprogram defined in the protocol during the period January 1, 2015 to December 31, 2017.The program isinvested in full.

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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