Eurazeo / 2019 Universal Registration Document

Financial Statements Company financial statements

Commitments received from CarryCoPatrimoine 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 (potentially extended one year to December 31, 2018) in the amount of 10% of the total investment planned by Eurazeo. In addition, CarryCo Patrimoine undertook to share with the private individual shareholdersany capital gain realized on these investments in accordance with the method set out in the “Accountingprinciplesand methods”note. Commitments received from CarryCoPatrimoine 2 CarryCo Patrimoine 2 undertook to invest alongside Eurazeo in all investmentsperformedby the latter under the co-investmentprogram defined in the protocol during the period January 1, 2018 to December 31, 2020 (potentially extended one year to December 31, 2021) in the amountof 12% of the total investmentplannedby Eurazeo. In addition, CarryCo Patrimoine 2 undertook to share with the private individual shareholdersany capital gain realized on these investments in accordance with the method set out in the “Accounting principles and methods”note. 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-EmmanuelRodocanachi,Athina Conseil and BPI France. 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. 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 syndication of Eurazeo SE’s investment to ECIV, Eurazeo SE’s commitment wasreducedto US$15 million. GroupeB&B Hotels Pursuant to the sale to Carlyle of Groupe B&B Hotels (GBB) shares on September 28, 2010, Eurazeogranteda numberof 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 directand indirectinvestment inGBB 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 policypurchasedin this respect. Eurazeo Capital LHGrandir (formerly LegendreHolding 47 (LPCR))

Asmodee Pursuant to the direct and indirect sale of all the shares in Asmodee Holding on October 23, 2018, the sellers (including Eurazeo SE) gave the buyer, Financière Abra SAS, fundamental representations and warrantiesconcerningAsmodeeHoldingSAS 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.

Eurazeo Brands LH PMG (formerlyLegendreHolding 63)

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. As part of the warranty covering Eurazeo Real Estate Lux’s investment in Colyzeo II,Eurazeo undertookto hold directly or indirectly the entire share capital of Eurazeo Real EstateLux. Icade (formerly ANF Immobilier) 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 absorbedby Icade). These disputes are described in Section 4.3 of the Universal Registration Document. This warranty will expire onfinal settlementof the disputes. SCI CIFAAsset 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 Partnersfor a periodof 12 years,that is, until June 29, 2027. 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 performanceobligations) in favor of Natixis for a maximumamount of €38.4 million, covering the investment obligations of its subsidiaries, LHH 1 and LHH2. This commitment will expireon May 26, 2023. In the same context and under the terms of the shareholders’ agreement, Eurazeo undertook to invest €39.3 million (residual amount post-financing paid on signature of the off-plan acquisition), through LHH1 and LHH2, Eurazeo Patrimoine subsidiaries and shareholders in SNC Highlight. This commitment will expire on December 31, 2022. Eurazeo Patrimoine Eurazeo Real EstateLux

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2019 UNIVERSAL REGISTRATION DOCUMENT