2015 ANNUAL REVIEW

FOR

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ACCOMPANYING OVER THE LONG TERM MEANS COMBINING ASPECTS OF TIME

TIME TO THINK

TIME TO ACT

TIME TO SHARE

PANORAMA 2015

12

14

26

42

60

The compositions featuring employees were realized in Eurazeo’s Paris offices by Muriel Bordier,

winner of the 6th edition of the Grand Prix: “A photographer for Eurazeo.”

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Long-term DNA

To accelerate the transformation of its portfolio companies, Eurazeo uses fi ve identity-based values, which drive growth for

the Company and its investments.-

BoldnessIn our business, being

audacious, means daring to follow your convictions

to go the extra mile.

The long-term We are convinced that companies can only

grow in the long term.

Independence Independence of spirit, fi nancial independence and independence from

external pressure.

Expertise Our strength lies in having an in-depth understanding

of the markets where we operate and the companies in which we invest.

Responsibility Our role as a committed

professional shareholder means knowing how to combine sustainable development

with value creation.

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Eurazeo

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A model IN THREE PHASES

As a professional and responsible investor, Eurazeo accompanies its investments in the long term to help them achieve their full growth

potential, well beyond the exit date.-

Detect As part of its selective acquisition policy, Eurazeo seeks high-growth potential investments. To identify these future gems, Eurazeo targets businesses in buoyant sectors that benefi t from major ongoing changes, and companies with a high potential for international expansion or innovative business models.

TransformEurazeo supports its investments over time to reveal their sustainable value and help them realize their full potential. Accelerating transformation involves activating all of Eurazeo’s human, fi nancial and technical growth levers to benefi t its investments.

Realize the valueBased on its model – no structural debt, own resources –, Eurazeo masters the exit timetable. This represents a valuable asset, enabling Eurazeo to sell its investments at the right moment for its shareholders and portfolio companies. If the transformation goals are met and the expected value created, the asset is sold, monetizing the transformation work.

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A balanced investment STRATEGY

Present in nearly all private equity segments, Eurazeo is a group dedicated to investment and value creation for its companies and shareholders.

-

Medium and

large-sized companies

> €75 million to €100

million*

Small and medium-sized

companies = €15 million

to €75 million*

Real assets

> €25 million*

Growth capital

= €15 million to €20

million*

platforms

Combined

equity and debt

investment

Asset management

*Eurazeo investment amount

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Eurazeo has set up a fl exible and effi cient organizational structure with teams that present a complementary range of expertise, in order to fully

assume its role in accelerating the transformation of companies. -

A flexible and efficient ORGANIZATIONAL STRUCTURE

Development specialists

Corporate expertise

Inve

stm

ent teams

International exper

tise

Legal, financial

control, CSR,

accounting,

internal audit and

risk management,

treasury, communication

and investor relations,

HR, safety.

Seize

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China

Brazil

development

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China Eurazeo set up

in Shanghai in 2013.

United States Eurazeo will set up

in New York in 2016.

Brazil Eurazeo opened an

offi ce in Sao Paulo in 2015.

France

To accelerate the growth and international expansion of its portfolio companies, Eurazeo has developed an active presence in China and Brazil by opening

local offi ces. In 2016, Eurazeo will set up in the United States, in order to invest directly in US companies.

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An international REACH

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For Eurazeo, CSR creates value for Group companies and participates fully in accelerating the transformation of companies. The CSR 2020 strategy refl ects

this profound conviction. -

1 • Investing responsiblyAmbition: integrating CSR at all stages of the investment cycle

4 • Being a vector of change in society Ambition: ensuring that all Eurazeo companies improve their societal footprint annually

2 • Establishing exemplary governanceAmbition: ensuring that all Eurazeo investments have exemplary governance bodies

3 • Creating sustainable valueAmbition: ensuring that all Eurazeo companies have a CSR progress plan

4Sustainable

COMMITMENTS

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VALUEcreated in the long term

33portf olio companies 1

-

€1,276MNet income att ributable to the Company

-

€5,074MNet Asset Value 2

42.349.1

64.1 65.972.3

20114 20124 20134 20144 2015

CAGR3

+14%

Net Asset Value trend (in euros per share)

1. Including the investments announced between January 1, 2016 and April 11, 2016.

2. As of December 31, 2015.

3. Compound annual growth rate.

4. Adjusted for free share grants.

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Outperformance of indices2

9 investments for nearly €650 million invested 1

6 divestments for

€1.2 billion

Total Shareholder Return

Average annual share price increase

IN 2015

1. Including €100 million to be invested in future funds raised by Capzanine.

2. Between December 31, 2009 and December 31, 2015.

+106%

+47%CAC 40

+7%+13% CAC 40

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A TIME FOR SOCIETYWhich current trends will shape the economy in ten years?

Before investing in a company, WE ANALYZE the long-term trends to verify that its current potential will be a force in tomorrow’s market.

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A TIME FOR THE COMPANYTransforming a company takes time. WE WORK alongside to support its changes,

promote innovation, and encourage audacity.

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A TIME FOR A RETURNOnce the transformation is completed, and when warranted by economic,

Company, and market conditions, we sell our investment. We choose the right moment to MONETIZE AND SHARE the value created for all our stakeholders.

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THINK

Eurazeo

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A TIME FOR SOCIETY

In 2025, the Internet of Things will represent 11% of the global economy1. The sharing economy market will be

worth $320 billion2. The luxury goods market will increase fivefold compared to 19953. The world’s population will include 1.2 billion seniors4, all opportunities for the silver economy. And renewable energy production will increase by 30% compared to 20105.Our environment is drastically changing. More than ever before, societal developments must be analyzed to find out whether today’s changes will shape tomorrow’s economy and to guide businesses on their future growth trajectory, growth that involves an international presence.

1. www.mckinsey.com. — 2. Consumer Intelligence Series: The Sharing Economy (PWC, April 2015).3. Bain & Company. — 4 & 5. Les Échos, source AFP.

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A dedicated patient capitalist, Eurazeo takes the time to observe long-term trends to better

identify high-potential growth sectors and verify that a company’s valuable assets identifi ed today will be a force in tomorrow’s market.

A sourcing team accompanies the Group’s four business divisions – Eurazeo Capital, Eurazeo

PME, Eurazeo Croissance and Eurazeo Patrimoine – in successfully monitoring and

detecting the companies and sectors that will shape the future of the economy.

TAKING THE TIME TO OBSERVE

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E N CO U N T E R

Patrick Sayer, CEO of Eurazeo

Philippe Aghion, Professor at the Collège de France

GIVING TIME to value

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Exchange between Patrick Sayer and economist Philippe Aghion, who was a professor at Harvard University for

fi fteen years, a few months after the latter was appointed head of the “Growth and Innovation” chair at the Collège de France.

Patrick Sayer After a few years of near zero growth in France, I was very surprised to learn that there are so many growth sources within companies. We activate various transformation levers, particularly in terms of innovation, to stimulate this “dormant” growth within our portfolio companies. And there is no denying that the contribution of our companies increased again in 2015.

Philippe Aghion Are you saying that Eurazeo’s role is to restructure businesses?

P. S. No, we are actually business transformation specialists: we are not involved in restructuring, as we strive to enhance companies that are doing well. Nevertheless, like yourself, I was infl uenced by Schumpeter and his concept of “creative destruction”. I have always considered that, for businesses, hard times provide opportunities, because it is when times are hard that ideas are born.

Ph. A. So, is Eurazeo a fi nancial investor or some other type of investor?

P. S. Eurazeo is an investment company and, for us, fi nance is not an end in itself; it is simply a means of supporting a growth strategy. Jacques Attali and I fi rst put together, in an interview like this one, a concept which is dear to both of us: “patient capitalism”. This essentially means giving time to value. And giving value to time, even though we lay claim to accelerating the transformation of companies. In this sense, we disagree with the Anglo-Saxon vision upheld by certain activist funds concerned with the short term.

Ph. A. Interesting. One of my studies, published in the American Economic Review, revealed that institutional investors are instrumental in making

companies more innovative. Contrary to my initial belief, the managers of these companies, feeling protected by long-term shareholders, actually tend to take more risks. However, there are too few institutional investors in France. This is the unfortunate result of the prudential regulations imposed on banks and insurance companies over the past ten years – you know them, Basel, Solvency, etc. Am I right in saying that Eurazeo does quite the opposite and operates with a system of values?

P. S. Yes, that is right, we promote fi ve values: boldness, expertise, long term, responsibility and independence. But what really makes a difference at Eurazeo is that our employees are inspired to work positively and innovate within our subsidiaries. I once had an American boss whose motto from day one was: “Fun, pride and money,” and in that order! I have never forgotten it. We therefore encourage a project-based working environment so that our employees at all levels, even the youngest, act as “joint entrepreneurs”, i.e. they feel entitled to form ideas and take risks, even to the extent of changing their own career paths.

Ph. A. Major technological revolutions always result in the destruction of jobs, but at the same time pave the way for the creation of new jobs. Take the digital revolution: robots can now perform a range of tasks, naturally resulting in the suppression of jobs. But at the same time, •••

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“It is solely through innovation that we can consider extending our boundaries and thinking differently.”Philippe Aghion

new professions have emerged. Combined with services, certain marketable goods have become non-marketable and therefore protected. Now it is a question of knowing how to reorganize the labor market and training, so that the positive effects outweigh the negative ones. I personally am not worried about the digital revolution. If we can set up a satisfactory training system, with the correct level of education from the outset, as well as rights to training and incomes that allow employees to work both at home and in the offi ce, digital technology could have a very positive impact. Many individuals who have yet to fl ourish in the workplace could therefore obtain a certain amount of freedom and boost their creativity, by demonstrating themselves what they are worth, without having to rely on a manager.

P. S. I also fi rmly believe in employee share ownership, whereby the employees become “joint owners” of the company and hence more committed and more creative. I have also discussed this matter with major trade union representatives such as Gaby Bonnand. While gauging its limits in terms of the risks that employees must not take and the risk of job loss, he remained very open to the concept.

Ph. A. The risks are high unless there are guarantees involved. This is the current debate surrounding the Labor law. To innovate and expand, you have to stimulate curiosity, create opportunities and promote upward mobility.

P. S. And this is where the issue of informing employees and the concept of employees owning shares overlap.

Ph. A. Yes, there is huge debate about the notions of stakeholder society and shareholder society. Many believe that profi t maximization should be the main factor when judging a company – however, certain groups are polluters or have a societal impact. Behind this lies the question of the fi rm’s goal. Should we consider shareholder value, in the strictest sense of the word “profi t”, or should we go beyond this? Oliver Hart, from Harvard University, with whom I have worked on many occasions, shares the opinion that this problem can be partly solved by better informing the shareholders. This would result in shareholders having a vision that goes beyond making profi ts, which ties in with our discussion on employee share ownership.

P. S. Generally, I believe that for a vote to be binding, voters must be informed. One of the problems with our democracy is that we are called to vote for individuals instead of projects which have meaning.

Ph. A. The digital revolution makes it possible to have properly informed and more committed stakeholders; just look at the success of petition sites such as change.org.

•••

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“We are one of very few French long-term capitalists.” Patrick Sayer

cannot rely on pension funds that prioritize long-term capitalism. With Bpifrance, we are one of very few French long-term capitalists. Another point which undermines innovative strategies: for many years now, we have been asking for greater visibility over taxation, so as to be able to make long-term investment decisions.

Ph. A. Scandinavian and Germanic countries have a system of taxation based on simple principles: public service funding, innovation and mobility incentives. In these countries, tax reforms were accompanied by State reforms; both must coincide. In my opinion, this major reform must take place in France under the French government’s next fi ve-year term.

P. S. Economists like Robert Gordon talk of “secular stagnation”: they believe there will be no more breakthroughs. I believe, on the contrary, that we are on the eve of veritable revolutions, particularly in Africa. And we, as businesses, are responsible for assisting these populations with their industrialization.

Ph. A. Indeed, the current situation is favorable to innovation: the production technology for new ideas has been improved and there is unceasing demand for major advances, for instance in the healthcare sector. Using 3D printers, we will soon be able to replicate replacement organs!

P. S. Human intelligence will also be confronted with global warming. It is inevitable. And the COP21 was a wake-up call for us to take concrete action now.

P.h A. In practice, it is solely through innovation that we can consider extending our boundaries and thinking differently.

P. S. Then let’s start by freeing up ideas and creating conditions to generate enthusiasm!

P. S. In the companies where we set up employee share ownership, we called on all the stakeholders, including trade union organizations, in order to communicate on the company’s fi ve-year project. This led employees to support it, with some helping to fi nance it. It is therefore possible to develop corporate pride and even a corporate culture, without which employees remain anxious and lack enthusiasm.

Ph. A. In this respect, the principle of the staggered board, based on the annual renewal of the Board of Directors by class, does not encourage innovation!

P. S. I am not in favor of it either. Directors can risk contemplating their role only in terms of their next re-election, which I don’t think is healthy. Proxy advisors sometimes adopt very extreme positions. This becomes dangerous for French fi rms, which

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DETECTING future gems

Conducted by a team of dedicated specialists, the detection of opportunities consists in identifying, within buoyant sectors, businesses with a high

potential for growth, innovation and transformation to become future leaders. -

“In addition to the actual research and analysis, the role of Eurazeo Development is to define the priorities among the many opportunities and motivate each team to accelerate the Group’s investment momentum.” Frans Tieleman, Managing Director of Eurazeo Development

goods with Vestiaire Collective, commercial real estate with CIFA, and premium freight logistics with Flash Europe.

Sourcing for new investment opportunities While each division contributes to the vitality and quality of this deal fl ow, Eurazeo Development – the transversal team responsible for sourcing – plays a major role in identifying companies with high growth potential. This team enhances, drives, structures and coordinates the search for investment opportunities. It also contributes to the pooling of networks and expertise, creating a real competitive advantage for Eurazeo. In 2015, it was strengthened by the arrival of a Franco-British Managing Director, whose duties include expanding the international profi le of the deal fl ow. Another development during the year was the broadening of the investing activity, in terms of the type of companies targeted, the investment methods (minority or majority investment, equity and debt) and the geographical scope. In 2015, this resulted in Eurazeo’s involvement in businesses that are complementary to its investing. By acquiring a stake in Capzanine, one of the leading French players

in mixed capital and private debt investing, particularly mezzanine fi nancing, Eurazeo was able to extend its expertise to the debt sector and enhance its company financing mechanism. Eurazeo also acquired a stake in IM Square, an investment and development platform for the asset management industry, which seeks to acquire minority stakes in management companies, mainly US entities, to help them develop, particularly in Europe. The fi rst quarter of 2016 was particularly active with no less than six acquisitions announced in highly varied sectors.

“Convinced by the medium-term acceleration of tourist flows and a rising demand for luxury goods, we seized the opportunity to invest in Fintrax. Our investments are truly at the core of our company’s main challenges.”Marc Frappier, Managing Director of Eurazeo Capital

A vigorous acquisition momentumIn 2015, the four Eurazeo divisions were extremely active in terms of investing, with nine transactions totaling around €650 million. These acquisitions were all the more promising as they took place within high-growth potential sectors that are prioritized by Eurazeo as they benefit from favorable structural trends. The investments were thus carried out in sectors such as animal nutrition with InVivo NSA, fi nancial services with Fintrax, asset management with IM Square, peer-to-peer lending with Prêt d’Union, online sale of pre-owned luxury

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CASE STUDY

FINTRAXIN 2015, Eurazeo acquired Fintrax for €303 million. The number two player in Tax Free Shopping (TFS) worldwide and one of the global leaders in the Dynamic Currency Conversion (DCC) market, Fintrax operates in 32 countries, serving 14,000 retail merchants with over 150,000 points of sale, and posts an annual revenue of around €200 million.

WHY FINTRAX?Fintrax is a fast-growth company with leading positions in its markets and a solid business model based on major societal trends that are essential to Eurazeo’s investment strategy: increase in the middle classes in emerging countries, growing tourist fl ows, rising demand for luxury goods, digitalization of the economy and development of payment systems. The company reported outstanding growth of +20% per year in its revenue and + 31% per year since 2011 in its EBITDA. Among Fintrax’s other strengths is a profi table business model with substantial leverage and high cash fl ow generation.

EURAZEO, AN IDEAL PARTNERPlenty of reasons, then, for Eurazeo to partner Fintrax in accelerating its development. The shared goal of creating a major player in the international

payment services industry will be based on several stages: consolidation of market positions in Europe, geographical expansion, particularly in Asia, and the ongoing growth of its DCC activity. Eurazeo’s expertise in luxury goods, distribution, travel and leisure, its presence in China and Brazil, and its proven ability to accompany its investments in external growth transactions will be instrumental in accelerating the company’s expansion.

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IN 2015,we also detected…

Eurazeo acquired stakes in nine companies from highly varied sectors: animal nutrition, fashion, fi nancial services, etc. It also expanded its panoply of activities by investing in two companies, Capzanine

and IM Square.-

IM SQUARE introduces Eurazeo to the asset management industry.

The CIFA in Aubervilliers is the largest clothing, footwear, leather goods and accessories wholesale center in Europe.

CIFA FASHION BUSINESS CENTER (Eurazeo Patrimoine)

Eurazeo Patrimoine acquired 78% of CIFA, the leading European clothing and accessories wholesale center. CIFA is modern, completely secure and very accessible due to its location near main roads and the airport. With 38,000 square meters of space, it has the same rental security as a shopping mall, but with a signifi cantly higher rate of return.

IM SQUARE

For Eurazeo, fi nancial services is a buoyant investment sector. Teaming up with Amundi and La Maison, Eurazeo therefore invested in IM Square. The leading European investment and development platform for the asset management industry, IM Square seeks to acquire minority stakes in management companies. Eurazeo will provide its solid fi nancial backing, vision as a long-term investor and external growth competencies.

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CAPZANINE provides Eurazeo with new business expertise.

FLASH EUROPE is a group specializing in same day transport.

CAPZANINE

By investing in the management company Capzanine, alongside Axa, Eurazeo has begun to extend its reach to complementary activities such as the debt sector. In addition to the fi nancial investment of €100 million in future capital-raising by Capzanine, Eurazeo gains new expertise to enhance its company fi nancing, regardless of size. For Capzanine, the aim is to accelerate its international expansion and engage in more signifi cant deals.

INVIVO NSA (Eurazeo Capital)

InVivo Nutrition et Santé Animales is a French company and one of the global leaders in its sector. Covering many species, products and locations – more than 60% of its revenue is generated in emerging countries –, InVivo NSA is a dynamic group with a huge worldwide growth potential. Accompanied by Eurazeo, which now holds 17% of its capital, InVivo NSA plans to accelerate its international expansion and carry out specifi c and decisive acquisitions in complementary activities. The company hopes to become the French and worldwide champion in animal nutrition and healthcare and play a major role in the sector’s consolidation.

FLASH EUROPE (Eurazeo PME)

Eurazeo PME invested €32 million in Flash Europe in order to support the company’s ambitious 2020 development plan. With a 43% stake, Eurazeo PME will assist Flash Europe in stepping up its international expansion in the same day and sensitive transport (premium freight) segment, by relying on its digital logistics platform and external growth projects.

INVIVO NSAis a French company specializing in animal nutrition and healthcare.

PRÊT D’UNION uis a peer-to-peer lending platform.

PEOPLEDOC t is a platform for the digitalization of HR documents.

VESTIAIRE COLLECTIVE is a site for the sale of pre-owned

fashion and luxury goods.

PRÊT D’UNION, PEOPLEDOC AND VESTIAIRE COLLECTIVE (Eurazeo Croissance)

In 2015, Eurazeo Croissance contributed to capital-raising for three of the most promising French Tech companies. A total of $19 million was invested in PeopleDoc, the leader in HR document and process digitalization. Eurazeo Croissance also injected €20 million into the capital increase launched by Vestiaire Collective, the European leader in pre-owned luxury goods, fashion and accessories. Finally, a total of €17 million was invested in Prêt d’Union, a peer-to-peer lending platform.

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Eurazeo

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A TIME FOR THE COMPANY

Businesses must overcome many challenges in order to develop over the long term: dealing with more

intense competition, engaging in their digital revolution, learning to be more responsive, shift ing from a local to an international context, knowing how to diversify, coping with an increasingly complex world, etc. To meet these new challenges, businesses need to transform, and need time to do so. Because transforming means making the right choices and working methodically so that the growth model is sustainable. It is all about combining this transformation time, based on a long-term logic, and everyday time, when short-term decisions are made.

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Eurazeo provides all the necessary human, fi nancial and technical resources to accelerate

the transformation of the businesses that it accompanies and all the business expertise

required to activate the levers that are conducive to this transformation. This may

involve adapting organizations, developing business models, considering organic or

external growth, focusing on innovation and digital technology, promoting gender diversity

and accelerating international expansion. The ultimate goal is that businesses deploy

all their potential.

ACCELERATING THE TRANSFORMATION

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INTERVIEW

Virginie Morgon, Deputy CEO of Eurazeo

“Increasingly dynamic, audacious and innovative to activate

all the value creation levers.”

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In 2015, thanks to its flexible business model, Eurazeo was able to cope with intensified competition brought on by the

arrival of new players. Eurazeo reported excellent earnings for the fiscal year and continued its international expansion.

How did your competitive environment change in 2015?Virginie Morgon It became more intense and slightly more globalized with the arrival of investors, mainly from China, who, after years of analysis and deliberation, carried out acquisitions in the European market. We also witnessed the ramp-up of new players, such as sovereign funds, pension funds or insurance companies which have significant cash resources. Whereas they used to invest indirectly through funds, they now wish to invest directly in companies, thereby paying less management fees and retaining all the value created. These new competitors have now penetrated our markets, but still have to show that they can provide the necessary expertise to accompany the transformation of the

companies in which they invest. Due to this intense competition, abundant cash resources and historically low interest rates, prices have escalated. In 2015, the average multiples paid were 1.5 points higher than in 2007.

In this environment marked by a lackluster European economy, the sharp slowdown in the growth of emerging countries and the ongoing decline in commodity prices, we must be increasingly dynamic, audacious and innovative to activate all the value creation levers needed to accelerate the transformation of our investments.

How do you analyze Eurazeo’s performance in this context?V. M. Our performance was entirely commendable. For 2015 alone, our net earnings totaled €1.3 billion, or nearly one half of our total earnings in the past ten years, making it the highest net earnings figure we have ever achieved. This is the result of an extremely active year, organized around two very intense divestment and reinvestment phases. Firstly, we focused on two major IPOs, Elis and Europcar, in order to monetize the value created for our shareholders. These disposals were carried out in particularly volatile market contexts, in which Eurazeo was able to anticipate the opening of temporary windows. We also carried out two partial divestments, which represented half of our investment in AccorHotels and a third of our residual investment in Moncler. The two IPOs mobilized our teams and the company’s management teams for almost one year, representing disposal gains of nearly €1.2 billion for Eurazeo. The second half of 2015 was marked by a vigorous acquisition momentum in our four divisions. Nine investments were completed for a total of €650 million. Eurazeo Capital then carried out two major investments, the first in InVivo NSA and the second, at the end of 2015, in Fintrax.

Investments of

€650Min 2015.

Divestments of

€1.2 billion

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•••

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After redefining its investment strategy, Eurazeo Croissance also experienced a vigorous momentum by investing in companies belonging to la French Tech: Prêt d’Union, Vestiaire Collective and PeopleDoc. Eurazeo Patrimoine pursued its strategy growth by investing in CIFA and, more recently, by entering into exclusive negotiations to acquire a portfolio of 85 hotels, thus creating a platform dedicated to the hotel business. After its successful capital-raising, Eurazeo PME continued to swiftly rotate its assets, with a new investment (Flash Europe) and two divestments (Gault & Frémont and Cap Vert Finance). Eurazeo also branched out with an investment alongside Axa in Capzanine, thus providing us with new expertise in the debt sector and expanding our company financing mechanism. IM Square represents a growth opportunity in the asset management industry, in order to pool investments, particularly in the United States. At the same time, we were very active in all our portfolio companies. We stepped up the transformation of Asmodee by acting on a series of levers: investments in digital technology, partnerships, external growth. For Desigual, the trend reversal partially concealed the effects of numerous levers at work: strengthening of the management team, overhaul of the offering, and even store refurbishment. There was also a strategic move for AccorHotels, with the acquisition of the luxury brands Fairmont, Raffles and Swissôtel. Finally, we furthered

the international expansion of Colisée, particularly in China, in conjunction with the company’s management.

How do you explain your international strategy?V. M. International expansion is more than ever a prerequisite for the growth of our investments. Presently, economic Europe does not offer real deployment opportunities, the regulatory frameworks are not the same from country to country and consumption patterns vary. Both our minor and major portfolio companies seek international outlets and export abroad, often to the United States. The success of our Shanghai office and the significance of the Brazilian market, over and above the current economic uncertainties, convinced us of the need to have a Brazilian outlet. This local presence enables Eurazeo to identify the best opportunities for its companies, accompany them in their development and better understand the local dynamics, relevant business networks as well as regulatory, labor and tax issues.

You have decided to set up in the United States to directly invest over there. Why?V. M. The United States is a mature market, but offers greater depth than anywhere

•••

“Both our minor and major portf olio companies export abroad, oft en to the United States.”

“The US is the leading global market for private equity, in terms of the number of transactions and amounts invested.”

else. Our investment company DNA deploying permanent capital, together with our family shareholder base and European foothold will be real advantages over there. This is a strategic project for Eurazeo, and forms part of a long-term vision. It is both bold and ambitious, but essential in terms of globalization, the

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How do you envisage 2016?V. M. 2016 will be a very active year for Eurazeo. Our international coverage is increasing, our competencies are developing and we have cohesive, mobile, vigilant and well-structured teams. We will continue our international expansion, while taking care to retain the flexibility of a small business – we have less than 100 employees – and the impact of a very large corporation, with an investment capacity exceeding €1 billion. Despite a fragile economic environment and the possible risks of stock market crashes or business turnarounds that require us to proceed with caution, we move forward into 2016 with confidence.

goals of our portfolio companies, the development of our competitors and the respective depths of the US and European markets. It will be spearheaded by the teams of Eurazeo Capital and Eurazeo Development since we will be interested in targets of the same size as those analyzed by Eurazeo Capital. But, above all, it is a veritable business project that will be very rewarding for Eurazeo Croissance and Eurazeo PME. An environment has been imposed upon us and our portfolio companies, that we cannot ignore. It is more difficult to leave your comfort zone than to stay in it, but the status quo is not an option.

“We have the flexible mindset of a small business and the impact of a very large corporation.”

The US market in 2015:

€114 billion in transactions with an enterprise value of more than €500 million.

vs

€47 billion in Europe.

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The major challenges

1

2

3

INTERNATIONAL EXPANSIO

N

COMPETENCIES

BUSINESS ADAPTATION

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INTERNATIONAL EXPANSIONIn 2015, Eurazeo accelerated its international growth by continuing to identify cross-border opportunities, helping its portfolio companies to complete acquisitions abroad

or by deploying physical resources in new locations.-

competencies for clients such as Fintrax or Colisée, Eurazeo was able to identify new partnerships and envisage forthcoming joint investments with local partners. Through Colisée, Eurazeo PME initiated the construction of our fi rst ever Chinese establishment in Canton, via a joint venture with the China Merchants group. This transaction was part of the vigorous growth momentum adopted by the company, which has acquired 23 establishments in France and 4 in Italy since Eurazeo PME’s investment in its capital.

The opening of an offi ce in Sao Paulo will also help to accelerate the roll-out of portfolio companies in this region, and extend the net-work of Eurazeo’s strategic part-ners. InVivo NSA and Elis already own offi ces in Brazil with a steady business; the presence of a team on site will help them to better grasp local dynamics and regula-tory issues, and will enable them to make the most of growth opportuni-ties. Marcos Grasso, of Brazilian

“The Shanghai and Sao Paulo teams are working closely with those in Paris, in order to establish important links with the business networks and political and institutional circles.”Marc Frappier, Managing Director of Eurazeo Capital

1

Changes in lifestyles and consumption are increasingly disrupting the business model adopted by companies, which have to transform in order to adapt and continue to develop. In this period of profound change, Eurazeo activates all the necessary human, fi nancial and technical levers to accelerate the transformation of its companies and help them to realize their value creation potential, well after the exit. Eurazeo has organized itself so as to overcome the three major

challenges faced by both the company and its investments: international expansion, strengthening of competencies and adaptation of the business model.

Following its transformation into a multi-business invest-ment group, Eurazeo is now able to adapt to most

market situations and has suffi -cient fl exibility to accelerate or modify its investments according to locations and market cycles. This transformation has enabled Eurazeo to pursue its international development.

New offices in action

In 2015, the Shanghai office proved to be a success. Because of the timely integration of the teams and the mobilization of

•••

2joint ventures signed in China in 2015.

nationality, who is in charge of the offi ce, boasts signifi cant expe-rience in the consumer goods sec-tor and has extensive knowledge of local dynamics and the relevant business networks.

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Eurazeo has strengthened the contribution of its corporate teams, incorporated new competencies, pursued the international development

of its talents and forged new expertise networks. -

2

COMPETENCIES

Teams serving to accelerate the transformations

The sourcing team, recently na-med Eurazeo Development, was reinforced in 2015. This transver-sal department covering all four Eurazeo divisions constantly orga-nizes business networks so as to identify investment opportunities as early as possible.

The investment teams assist com-panies in rolling out their strate-gies, with the active support of the corporate teams, which is one of the striking features of the Eurazeo model and one of its valuable as-sets. Whether it involves risk ana-lysis upstream of the investment process, the set-up of fi nancing, the creation by management control of a model to harmonize reporting, or advice on legal, accounting or human resource issues, the interface between the corporate teams and their coun-terparts in the investments was

“The level of involvement of our corporate

teams in our portf olio

companies is unique for an

investment firm.” Philippe Audouin,

Internal Audit Director

“A few weeks aft er the acquisition, we were already working hand in hand with our Fintrax counterparts.” Pierre-Alain Aubin, Chief Financial Offi cer, member of the Executive Board

The potential of the US market

Following its successful expansion into China over the past two years and the recent opening of the Bra-zilian offi ce, Eurazeo decided that it would set up in the United States in 2016. This ambitious project will not only accompany the portfolio companies with their

North American development but will also enable direct investment in the world’s leading private eq-uity market. Albeit an obvious choice for Eurazeo, this strate-gic move was made necessary by economic and competitive globalization, the international goals of its companies, and the respective depths of the US and European markets. Its investment

••• company DNA with a long-term vision, its family shareholder base and its European foothold will be instrumental in the success of this strategic operation. •

Eurazeo’s model is based on small, cohesive and fl exible teams that share the same values and present a com-

plementary range of expertise and personal qualities with the aim of assisting the investments.

further strengthened this year. This proximity was particularly evident during the IPOs, when Eurazeo’s legal, investor relations and communications teams were particularly active. It was also de-monstrated through the creation of a department specializing in

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“As Eurazeo Human Resources Director, I assist our portf olio companies with their development in France and worldwide, particularly by seeking the best profiles and competencies.”Ewa Brandt, Human Resources Director

4people now make up the Shanghai office.

to year and ready to assist, where necessary, with the most specia-lized problems encountered by the portfolio companies.

Increased team development internationally

By strengthening its teams with more international profi les, Eura-zeo will integrate a wider range of cultures and an improved understanding of local business networks. The opening of offi ces in Shanghai and Sao Paulo natu-rally led Eurazeo to hire local ma-nagers. In 2015, the Shanghai teams were fi rmly established, particularly during the Fintrax due diligences or the joint venture project between Colisée and a Chinese partner. This team was also bolstered in 2015 and now comprises four members with the arrival of a new Chinese senior advisor, Frank Gong, who has a highly international profi le and a

perfect understanding of the local business network. The manager of the Sao Paulo offi ce has already worked with several portfolio companies, alongside the invest-ment and corporate teams. •

“During an acquisition phase, the General Secretary and the CSR, Risk Management and Legal Departments work together to identify the risks specific to the target. When it comes to priority matt ers, they coordinate, alongside the team in charge of the transaction, the due diligences relating to their fields of expertise. This transversal approach is unique in our business segment.”Nicolas Huet, General Counsel, Secretary of the Executive Board

digital technology to accompany the portfolio companies in this cru-cial sector.

A last major contribution is a network of top-notch senior advi-sors, which is enriched from year

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“For us, digital technology is a crucial factor of growth and value creation.”Sophie Flak, Director of CSR and digital

Faced with changes that up-set their traditional business, companies must address the need to adapt. Eurazeo as-

sists with this shift on acquisition of a company and throughout the transformation phase. The fi rst challenge is to properly un-derstand all the possible impacts of these disruptions, whether proven or potential, on the busi-ness model. This approach natu-rally impacts Eurazeo’s investment decisions and the work carried out upstream by the investment teams. By way of example, due

diligences are now carried out in companies to identify the risks generated by climate change or to assess current changes in terms of information technologies, with the level of experience in this area being a key factor in a successful digital strategy.

Accelerate transformations

Digitalization is a major challenge to overcome in order to create sustainable value, at a time when business models in entire industries are changing drastically, such as the hotel or mobility sectors, or even the distribution of goods and content. In 2015, this notion was illustrated by the creation of a specialized chief digital offi cer within Eurazeo, whose role is to anticipate the positive repercussions of disrup-tions and create an eco-system of partners – experts, specialized consultants or senior advisors – ca-pable of providing their strategic and operational expertise to deal with company digitalization is-sues. In this context, Eurazeo has also appointed digital technology experts to the boards of several portfolio companies.Enhanced by the Eurazeo Crois-sance eco-system, Eurazeo has

adopted a vigorous acquisition strategy in the digital sector with investments in French Tech gems such as Vestiaire Collective or PeopleDoc. In 2015, the Group assisted Asmodee with the pur-chase of the world rights to Dob-ble/Spot it, and the opportunity of very quickly developing a digital version. Eurazeo also assisted the Europcar Lab with the acquisition of a majority share in Ubeeqo at the end of 2014 and E-Car Club, an electrical vehicle sharing start-up based in London. •66 %

of portf olio companies have a CSR progress plan.

BUSINESS adaptation

Increasing use of digital technology, climate change, the growing infl uence of civil society and NGOs, etc.

These trends have given rise to disruptive models that drastically change entire sectors of the economy. A long-term shareholder, Eurazeo anticipates these developments and assists companies

in transforming their business model.-

3

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CASE STUDY

ASMODEEALL LEVERS IN ACTIONInternational expansion, digitalization, skills enhancement, external growth, partnerships, etc. In 2015, all the levers for an accelerated transformation were activated. The games firm therefore achieved all its objectives with an advance of two years. Its pro forma EBITDA has quadrupled since the end of 2013 and its percentage of revenue outside France, which totaled nearly 50% at the end of 2013, now stands at 73%. In two years, the company’s workforce rose from 180 to 450 employees. The creative and marketing teams were expanded, while the launch into the digital sector led to the hiring of a Chief Digital Officer (CDO) and the appointment of two digital experts to the Supervisory Board created in 2014.

ONGOING INTERNATIONAL EXPANSION, A RISE IN THE VALUE CHAINWith Days of Wonder, FFG, the world rights to Dobble/Spot it and the English language rights to Catane, Asmodée carried out no less than seven acquisitions in 2015. The United States is now its no. 2 market. The purchase of the English language rights to Catane and the other rights associated with the Catane brand forms part of a strategy designed to boost the intellectual property portfolio by climbing the value chain, thus increasing the weight of publishing, which currently represents 67% of revenue. Asmodee also continues to seek major worldwide licenses to produce future blockbusters in all its segments (party games, family board games, core games, etc.).

GROWTH AND INNOVATIONNThe publishing studios including in the company's scope, retain their own teams and editorial line, but benefit from extended distribution capacities and support functions, as well as an interaction with other Group studios. Asmodee also hopes to focus its development on the sharp growth in the physical games market, one of the main cultural activities for groups, that now offers innovative games with shorter gaming times. With digital versions, figurines and card games, the success of certain games makes them veritable brands, with their own world, history, characters and visual identity contributing to new developments in the content and media sectors. Finally, the year 2015 ended with the signing of a partnership with La Française des Jeux: new digital games and scratch cards inspired by certain Asmodee games could be introduced.

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ELIS European leader in the rental and maintenance of professional clothing and textile articles, as well as hygiene appliance and well-being services.

IES designs and manufactures chargers for electrical vehicles.

FONCIA specializes in residential real estate services and property administration.

ELIS

Elis accelerated its transformation, demons-trating a solid sales momentum. The com-pany pursued its growth strategy in Europe, with fi ve acquisitions in 2015 involving France, Spain, Germany and Switzerland, as well as in Latin America with the acquisition of the Chilean leader. Based on these exter-nal growth transactions, Elis has followed its strategy of specifi c added value acquisitions and bolstered its positions in several of its key markets.

FONCIA

In 2015, backed by intense transactional business and an active external growth strategy, Foncia continued its transformation and posted excellent results, with revenue and EBITDA up by + 8.5% and + 5.4% on a reported basis. The group intensifi ed its external growth momentum by fi nalizing 18 acquisitions that contributed €43 million to consolidated revenue. The acquisi-tion of MK Services strengthened Foncia’s Swiss subsidiary and confi rmed the strategy to intensify its international development.

IES

In 2015, IES pursued its development. The company’s growth was primarily driven by activity in China, following the set-up of a joint venture with its partner Wanma. IES Synergy reported +23% revenue growth compared with 2014. It plans to step up its expansion in 2016, in China, Europe and the US.

IN 2015, we created value…

Eurazeo provides its investments with all its human, operational and fi nancial resources so as to transform them and help them realize

all their potential.-

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ANF IMMOBILIER is a listed real estate investment company.

EUROPCAR Present in 140 countries, Europcar is the number one vehicle rental company in Europe.

COLISÉE is a leading French player in the retirement home sector.

ANF IMMOBILIER

The year 2015 was marked by a sharp acceleration in the transformation of ANF Immobilier, refl ecting a value creation arbi-tration policy, an optimized cost structure and a declining debt. The strategic plan, whose objective at the start of 2013 was a doubling of rents over the medium term, was fulfi lled. By targeting high-potential regional cities and refocusing on tertiary real estate and optimized value creation, ANF Immobilier has enhanced its profi le as the leading tertiary real estate investment fi rm in regions.

EUROPCAR

One of the highlights of 2015 was the suc-cessful IPO conducted by Europcar, which leveraged the extensive transformation undertaken in recent years. In 2015, Europ-car posted a record performance. Its organic revenue grew +4.9% compared to 2014, to €2,142 million, and its corporate EBITDA surged to €251 million, compared to €213 million in 2014. These results primarily refl ect success in sales initiatives launched under the Fast Lane transformation plan, the excellent performance of operational levers and improved cost management.

COLISÉE

Since Eurazeo PME’s investment in 2014, the Colisée group has acquired or created a total of 27 establishments, including 6 from the integration of Idéal Résidences in November 2015. It now has a total of 74 establishments and 5,600 beds. Colisée pursued its international expansion with the acquisition of four medical residences in Italy and the construction of the fi rst-ever establishment in Canton, China. Its revenue increased by +18% compared with December 31, 2014.

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A TIME FOR A RETURN

Corporate Social Responsibility contributes to securing sustainable growth for the businesses accompanied

by Eurazeo, thus enabling them to achieve an extensive transformation. Once this goal has been met, the value created by the company should be monetized through a divestment to a corporate or a financial investor. The company may possibly initiate an IPO. In any case, it is ready to fully assume its new development framework and secure its long-term growth.

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Based on its model, Eurazeo is not constrained by time and can therefore

sell its investments at the right moment, both for its shareholders and its portfolio

companies. It is all about being patient and determining when the value created

is satisfactory compared to the defi ned targets. Eurazeo assists companies so that

their potential can be exploited well after their sale. This sale is not an end in itself;

for Eurazeo, it simply marks the end of a shared journey, and, for the company, the beginning of a new phase in its history.

SELLING AT THE RIGHT MOMENT

RAEU015_42-45_GB_bat.indd 44 18/05/2016 09:50

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A WORD FROM

Michel David-Weill, Chairman of the Supervisory Board

“The industrial revolution we are experiencing offers new prospects in new

businesses across all our economies.”

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Dear Shareholders,

There has been much talk recently about slowing growth in China and emerging economies and the slump in oil prices. Speculation has only served to exacerbate these trends. Artifi cially low interest rates have also distorted valuations and the situation with regards to investments, even though this fall has had positive effects on the real economy.

With these interest rates, rather than give in to the temptation to increase debt, Eurazeo has stayed true to its decision not to have structural debt on its balance sheet, and all fi nancing in its investments is at reasonable levels allowing for amortization over a controlled time frame. Beyond these observations, it seems to me that the industrial revolution we are experiencing is more important to understanding 2015, because it offers new prospects in new businesses across all our economies.

Eurazeo has opened up by investing, sometimes via minority interests, in the most diverse fi elds: new innovative sectors experiencing rapid growth and benefi tting from this industrial revolution with Eurazeo Croissance; new types of physical assets with Eurazeo Patrimoine; and of course SMEs with Eurazeo PME. We have also opened up geographically, by assisting portfolio companies with their international development – with our offi ces in Brazil and China – and by deciding to operate directly on the American market, where we will capitalize on the experience of the members of the Supervisory Board, the Executive Committee and our local networks.

At what price to invest and when to exit? These are two very important questions for an investment company. In this respect, 2015 was a good year for demonstrating successful exits, with the Europcar and Elis IPOs and partial exits for Moncler and AccorHotels. In total, we sold the equivalent of one quarter of our Net Asset Value in the fi rst half of the year, i.e. €1.2 billion of disposals. While the fi rst half of the year was mainly

marked by disposals, the second half was highlighted by acquisitions. We invested in companies that we understand well in sectors we are familiar with, even when it came to investing in complementary businesses such as mezzanine fi nancing with Capzanine.

Our governance is solid, there is a real balance between the decisions made by the Executive Board and those made by the Supervisory Board. The Board was very active in 2015, meeting eight times with an attendance rate of 81.1%. Eurazeo was able to benefi t once more from the Board’s long experience, so as to provide the best responses to the challenges facing the Group and its investments, in an atmosphere of trust and through high-quality discussions. Because of the Board’s confi dence in the Company’s strength, it is able to propose the payment of an ordinary dividend of €1.20 per share and an exceptional dividend of €1.20 per share to the Shareholders’ Meeting, in addition to a one-for-twenty bonus share issue.

“Eurazeo has opened up by investing in the most diverse fields and by deciding to operate directly on the American market.”

81.1%Att endance rate for meetings of the Supervisory Board, which was very active in 2015, meeting eight times.

€1.20Exceptional dividend per share.

€1.20Ordinary dividend per share.

+

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following numerous successful external growth transactions, the step-up in its internationalization and the continuous development of new services. As to the Europcar group, it is reaping the rewards of its “Fast Lane” transformation plan, as well as its strategic choices focu-sing on customer services and new mobilities.The success of all the exits car-ried out, in very volatile markets, demonstrates the magnitude of the long-term transformations achieved under the impetus of Eurazeo and thanks to the quality of the com-pany management teams.

Master the exit timetable

Keeping perfect control over the exit timetable is essential. In vola-tile markets, appreciating this key moment involves mobilizing teams and partners well in advance, and depends also on the ability to accelerate decision-making when circumstances warrant.In the case of Europcar, the IPO was conducted within a very nar-row window that rapidly closed following the announcement of the Greek referendum. It was made possible by the mobiliza-tion of teams that were actively involved throughout the preparation process. Conversely, with respect to Elis, success stemmed from the ability to seize upon the window’s reopening in early February 2015.

For the AccorHotels and Moncler share sales, the timing also proved to be judicious, the two transac-tions being carried out following a period when their respective share prices appreciated signifi cantly. AccorHotels was partially sold for twice the initial investment value, while the partial Moncler sale mul-tiplied the initial value by 4.6x. By remaining a shareholder in Europcar, Elis, AccorHotels or Moncler, Eurazeo continues to accompany and transform these companies, which still offer subs-tantial value creation potential for the future. •

“Whether it be Europcar, Elis, AccorHotels or Moncler, the 2015 disposals give substance to the value created thanks to the accelerated transformation of these companies under the impetus of Eurazeo.” Virginie Morgon, Deputy CEO of Eurazeo

6The number of total or partial disposals carried out by Eurazeo.

-

€1.2 bn The revenue generated by the total or partial disposals, or one quarter of Eurazeo’s NAV.

Culmination of the transformation work

The Eurazeo business model is not constrained by time. The concur-rence between the remaining value creation potential in relation to the transformation already ac-complished and the performance in terms of multiples or IRR plays a key role in the decision to sell an investment. For each of the six companies concerned, the initial transformation objectives had been met if not surpassed, and the value created under the momentum of Eurazeo was refl ected in the ope-rating and fi nancial performances. It was an opportune time to sell for both the shareholders and the companies themselves. The opera-ting performance of Elis is solid,

MONETIZEthe value created

In 2015, Eurazeo monetized the transformation of six of its portfolio companies by performing total or partial exits, for a total amount of €1.2 billion,

i.e. a quarter of its net asset value (NAV).-

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CASE STUDIES

EUROPCARA SUCCESSFUL MONETIZATIONThe IPO’s preparation mobilized the Europcar and Eurazeo teams for nearly one year. An active approach on the part of investors at a very early stage in the process resulted in a strong response at the time of the offering. The share was listed at €12.25, refl ecting the intrinsic strengths of Europcar and the features of its transformation. The transaction raised €879 million, including a €475 million capital increase. Eurazeo realized a disposal gain of approximately €360 million on the transaction and remains a shareholder in the Europcar group with a 42.3% stake.

THE IMPACTS OF PATIENT CAPITALISMThe subsidiary of a German automobile group, Europcar did not present the characteristics of an independent company prior to 2006 and Eurazeo’s investment. An initial transformation phase rapidly established its European leadership, particularly through signifi cant organic growth and certain acquisitions. The company was also restructured. The 2008 fi nancial crisis triggered a drop in volumes and the need to adapt the business model. Accordingly, some substantive work was carried out over several years, the priority being fi nancing and operational management. Beginning in 2012, and with a new management team, the Europcar group renewed with growth, particularly via the roll-out of the “Fast Lane” transformation plan intended to cut costs and revitalize the commercial strategy. Europcar thus underwent an

extensive transformation. Its adjusted corporate EBITDA increased from €92 million in 2011 to €251 million in 2015. Its position as the leading group in Europe in addition to its growth curve, profi tability, and internal dynamic made it possible to contemplate an IPO.

FROM CAR RENTAL TO MOBILITY SOLUTIONSAs the concept behind the automobile changes profoundly from one of ownership to one of usage, particularly with the arrival of new players such as Autolib’ and Uber, the digital shift we are living requires a rethinking of the customer relationship. Anticipating these changes, Europcar extensively transformed its business model, beginning in 2011 with the roll-out of the new Car2go mobility concept, the acquisition in 2015 of Ubeeqo, the specialist in mobility solutions and company fl eet management, and a partnership with the Bolloré group to develop the electric car. The IPO should prolong and reinforce the growth momentum of Europcar, further the development of its transformation plan and add new international partnerships.

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IN 2015,we also monetized…Because the time had come to materialize the value created in the companies it had accompanied over several years,

Eurazeo carried out several disposals in 2015.-

GAULT & FRÉMONT French leader in packaging solutions for the bakery sector.

ELIS

Elis conducted a successful IPO in early 2015, despite a highly volatile market situation. The share was listed at €13. Elis owes this success to signifi cant upstream preparation – the AMF authorization having been obtained in December 2014 –, allowing it to seize the fi rst opportunity when market windows reopened in early February 2015, and the solidity and resilience of its business model. The IPO, comprising a signifi cant primary tranche, nevertheless generated a net disposal gain of €125 million for Eurazeo, which retains a 35.2% stake. The transaction heralds a major step in the group’s development in France and internationally.

GAULT & FRÉMONT

In February 2015, Eurazeo PME sold its stake in the Gault & Frémont group, the French leader in packaging solutions for the bakery sector, for net disposal proceeds of €16.4 million or 57% more than the NAV. Eurazeo’s investment dated back to 2008.

ELIS European leader in the rental and maintenance of professional clothing and textile articles, as well as hygiene appliance and well-being services.

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ACCORHOTELS Leading European hotel operator and sixth worldwide.

MONCLER Global luxury brand specializing in the creation of clothing and accessories.

CAP VERT FINANCE

A company specializing in the operational maintenance of large-scale IT systems using recycled parts, Cap Vert Finance has grown substantially since Eurazeo PME’s investment in 2013, increasing its workforce from 160 to 250 employees, due in part to external growth transactions. The sale to Carlyle dou-bled Eurazeo PME’s investment in two years.

ACCORHOTELS

In Q1 2015, Eurazeo and Colony Capital sold 9.6% of the hotel group’s capital to institutional investors. The transaction was based on a share price of €48.75, with Eurazeo realizing a disposal gain of €350 million, or approximately twice its invest-ment. Eurazeo retains a 4.5%* stake in AccorHotels as well as two Board Directors.

* 5.2% via the LH19 entity, which includes co-investors from the Eurazeo Partners fund.

MONCLER

In May, Eurazeo sold 7.8% of its shares in the global luxury brand Moncler, for net disposal proceeds of €288 million, or a multiple of 4.6x the initial investment. Eurazeo now holds 13% of the Italian group.

CAP VERT FINANCE European leader in IT recycling.

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In 2015, Eurazeo has continued to offer exhaustive and regular reporting through its website, the social networks and a greater regional presence.

Year after year, this proximity fosters the long-term loyalty of a large number of individual shareholders and introduces

Eurazeo to an ever increasing number of investors.-

SHAREHOLDER COMMUNICATION

Ever greater proximity

Regional shareholder meetings: a bolstered presence

Between June and November, three regional shareholder meetings were held in Annecy, Lyon and Nice. They provided a meeting ground for over 600 participants, a substantial increase compared to 2014. Shareholders were able to actively exchange and dialogue with Philippe Audouin, Chief Financial Offi cer and member of the Executive Board.

Roadshows: new geographical areas

The 2015 roadshow program had a large audience. Numerous countries and regions were visited, including Denmark and Florida. The UK, North America and Paris nevertheless remain the primary areas, accounting for 83% of investors. Overall, more than 250 meetings were organized during the year involving nearly 350 institutional investors.

350

Investor Day: success of the 5th edition

On November 27, 2015, Eurazeo organized an analyst and investor day dedicated to its investment momentum. During the event, the managers of companies new to the portfolio were able to present their businesses. The numerous transformations underway in the other investments were also highlighted. These presentations test i fy to the scope of the transformation that Eurazeo has achieved in just a few years, and its ability to further its contribution to economic development, thanks to i ts f lexible organization, but above all the quality of the companies, their outlooks and their management teams.

Meetings with institutional investors in 2015.

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A DIVIDEND DISTRIBUTION THAT IS CONSTANTLY RISING

(in millions of euros)

BREAKDOWN OF EURAZEO’S SHAREHOLDING STRUCTURE

(as of December 31, 2015)

2004 2005 2006 20102007 2008 2015 20162011 2012 2013 2014*2009

38 45 45 6457 63 79 8067 74 76 7563

293

64 80

Ordinary dividend Special dividend

FLOATING 61.4%

Institutional investors 39.1%

Retail investors 13.8%

Other 4.7%

Treasury shares 3.8%

CONCERT 16.5%

JOLIETTE MATÉRIEL 2.2%

SOFINA 5.3%

CRÉDIT AGRICOLE 14.6%

*Purchase and cancellation of 5.8% of the share capital in 2013

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CSR, driving value creation

INVEST RESPONSIBLY

ESTABLISH EXEMPLARY GOVERNANCE

CREATE SUSTAINABLE VALUE

BE A VECTOR OF CHANGE IN

SOCIETY

1 2 3 4

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Upstream to an acquisition, the analysis of a target investment systematically i n c l u de s CSR d ue

diligence. This phase enables an exhaustive approach to the company’s challenges and risks, its potential CSR impacts and value creation opportunities. The professionalism of this process was again boosted this year via the specialized due diligence reviews conducted by expert fi rms regarding complex topics such as the fi nancial modelling of carbon impacts or site exposure to geo-climate risks.

In 2015, ten CSR due diligence re-views were carried out by Eurazeo.

Supporting progress

To monitor the CSR performance and measure progress during the holding phase, Eurazeo continued to roll out its investment reporting by means of a specifically designed tool that has been available to the portfolio companies since 2014. This tool enables the monitoring of key social, governance, environment and supply chain indicators. It offers managers

an all-inclusive vision that can serve as a fulcrum for deciding on progress plans. This year, 16 companies deployed the reporting, beyond the legal obligations of the Grenelle II law, which only concerned ten companies.

Planned disposals are now subject to CSR reporting, as illustrated by this year’s sale of Cap Vert Finance. •

1

Exemplar y governance guarantees the successful deployment of transforma-tion strategies. It was in this

spirit that Eurazeo created a CSR Committee in 2014 to assist its Supervisory Board. Chaired by a woman, the committee met twice in 2015.

Reinforcing governance bodies

The presence of more women in governance bodies is another pro-gress marker, the 2020 objective being a 40% Board membership in all the investments, which sur-passes the legal obligations, and 30% for independent directors. These two indicators are very

important for Eurazeo since they underpin a larger governance philosophy: endow the Boards with a plurality of profiles and expertise that is adapted to the various company strategies. This was demonstrated in 2015 when Colisée – a group where the HR dimension is crucial – welcomed the former female HR Director of AccorHotels to its Board. •

2

INVESTresponsibly

A long-term shareholder, Eurazeo integrates CSR at all stages of the investment cycle.

-

ESTABLISH exemplary governance

Eurazeo has one conviction: governance quality is an essential factor in business performance and longevity.

-

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To facilitate the implementation of a pragmatic CSR approach that creates value, Eurazeo has defi ned a roadmap for all its investments.

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The seven “CSR essentials” of the roadmap proposed to investments • Appointing a CSR manager

• Establishing annual CSR reporting

• Creating an operational CSR committ ee

• Including CSR issues on the agenda of Board meetings at least once a year

• Conducting an environmental and/or greenhouse gas assessment every three years

• Performing a social barometer every three years

• Conducting CSR audits of priority suppliers

A dapted to each invest-ment regardless of its size and sector, the road-map calls for the roll-out

of seven “CSR essentials.” This system proved its worth in 2015 with the general adhesion of the companies’ management teams and some impressive advances, including Vignal Lighting Group, which has already deployed six of the seven “essentials” since its acquisition in February 2014. And, for the fi rst time this year, Eurazeo conducted an employee barometer (Great Place to Work), an “essential” initiative scheduled to take place every three years under the roadmap and already implemented by nine companies.

Sett ing objectives

To create sustainable value, Eurazeo also assists its investments in set t ing quanti tat ive CSR

progress targets for 2020. This approach, which is joint ly prepared based on the reporting of each company and the analysis of sector challenges, consists in defi ning a restricted number of indicators – less than ten or so – broken down according to the environment, social, governance and supply chain categories. It provides a strategic focus on the priority CSR initiatives, and a factual measurement of the progress made from year to year. In 2015, 31% of the portfolio companies had defined their quantitative targets.

Accelarating deployments

The three CSR acceleration programs that Eurazeo launched in 2014 – responsible purchasing, environmental footprint and gender equality – made excellent progress in 2015. The challenge is to mobilize the investments with respect to these sensitive issues and to provide them with the practical tools to accelerate action. Because of the changing regulatory context, the “responsible purchasing” program was a central concern in 2015. Eurazeo therefore worked wi th the purchasing teams of each portfolio company to identify the CSR risks relating to the supply chain and the priority issues to be covered. At the same time, a cross-functional “responsible purchasing” group bringing together CSR, purchasing and legal managers was set up. The fi rst meeting in November

“One year aft er its launch, the Eurazeo CSR 2020 strategy is a success, as demonstrated by the fact that the portf olio companies have adopted its ideas and by the progress made in 2015.”Sophie Flak, CSR Director

2015 was an opportunity to share experiences on the roll-out of a Code of conduct governing commerc ia l re la t ions. The document had received the prior input of a specialized legal fi rm and was made available to all the portfolio companies.

Promoting diversity

Finally, convinced that diversity is a significant performance factor for the business, Eurazeo surveyed the managers of a dozen companies to identify their perceptions and expectations on this issue. The results of this barometer were shared with all the investment managers on the occasion of “Transformation Day” in February 2016. •

CREATEsustainable value

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combine company management responsibility with an objective vision of the percentage of carbon produced by an activity and the water consumed. In 2015, in partnership with four other French private equity compan ies , Eu razeo a l so launched a long-term approach allowing private equity investors to manage and reduce the greenhouse gas emiss ions of their portfolio companies. Together, they founded iC20 (Initiative Carbone 2020), and undertook public, concrete and quantifiable commitments based on a shared methodology, inc luding the measurement of their portfolio’s direct and indirect carbon footprint. Six new members joined this initiative in early 2016.

Sharing with employees

In terms of social protection, Eurazeo holds discussions with the HR Directors of its companies as part of their efforts to improve the protection and well-being of employees. In 2015, these considerations resulted in a consensus as to how to measure the international level of protection. There is now an objective overview on this issue, an indispensable step to the preparation of adapted progress plans. Lastly, Eurazeo invites all its investments to share value creation or company profi ts with employees beyond the manager circle. Accordingly, the Group engaged in regular dialogue with

T o help i ts investments reduce their environmental impacts, Eurazeo has introduced two inventive

ratios to measure the reduction of carbon emissions and water consumption as a proportion of EBITDA. These indicators, which are novel in terms of CSR, can

the company management teams in order to encourage the sharing of value creation with employees. In 2015, 56% of companies shared value created or company profi ts with employees. •

“The iC20 initiative is an innovative and pragmatic approach aimed at promoting greater transparency and accountability within the field of private equity."Olivier Millet, Chairman of the Eurazeo PME Executive Board

56%In 2015, the percentage of companies that shared value created or company profits with employees

In 2015, Eurazeo provided further assistance to improve the societal footprint of its investments.

-

4

BE A VECTOR of change in society

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MEASURING AVOIDED IMPACTS: CSR as a source of

sustainable value creation

Eurazeo has accordingly decided to establish a methodology for assessing avoided impacts and

determining the fi nancial effects in partnership with a specialized fi rm.Six companies are included in the fi rst assessment: AccorHotels, Elis, Dessange International, Léon de Bruxelles and Péters Surgical. Eurazeo’s goal is to gradually extend this analysis to all of its portfolio companies, and to conduct year-on-year performance monitoring.

Valuation of direct and indirect avoided impacts

Over the last five years, CSR programs implemented by the companies avoided nearly €181 million in expenditure, with direct savings totaling €54 million, thanks to the equivalent of 796,000 metric tons of CO2 equivalent, almost 5 billion liters of water, 1,812 GWh of energy, and 300,000 hours of absence.

Eurazeo also wished to identify specifi c efforts driven by the com-panies through innovative pro-jects. These initiatives enable the creation of further environmental and economic benefi ts, outside the scope of the Company itself. In 2015, two initiatives were re-corded in indirect impacts:

- the Plant for the Planet program of the AccorHotels group, under which hotel guests are encouraged to reuse their towels when staying more than one night, with half of the money saved on laundry being donated to reforestation projects. Since its launch in 2009, the in i t ia t ive has enabled the

sequestering of 450,000 metric tons of CO2, over a reference period of 100 years;

- the energy effi ciency work car-ried out by Foncia, aimed at im-proving the energy performance of buildings, resulted in over 210,000 households enjoying total annual savings in excess of €26 million, i.e. over €110 mil-lion in four years, by avoiding the consumption of 1,341 GWh of energy. Eurazeo is thus the fi rst private equi-ty player to have valued avoided environmental and social impacts, in France and internationally.

As a long-term investor, Eurazeo seeks to value the impact of its actions on social and environmental

issues in order to demonstrate that businesses can use CSR policies to leverage their performance

and value creation. -

Four indicators were measured within the companies:

• Three relating to environmental issues:

Water

Energy

Fuel

• and a fourth bearing on the social aspect

28 Absenteeism

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DIRECT IMPACTS

INDIRECT IMPACTS

SUM OF DIRECT + INDIRECT IMPACTS

300,000HOURS OF ABSENCE AVOIDED

9,758

9,319

34,891

-€0.3

16,824

110,468

53,967

127,292

181,259

4.9 billionLITERS OF WATER AVOIDED

34,000 liters OF FUEL AVOIDED

471 GWhOF ENERGY AVOIDED

1,341 GWH OF ENERGY AVOIDED

Reduction in absenteeism and workplace accidents

Reduction of water consumption

Reduction of energy consumption

Reduction of fuel consumption

Program promoting reuse of towels by guests

Improved energy performance of buildings for the benefi t of guests

34,000 liters OF FUEL AVOIDED

Or 118,000 t CO2 eq. avoided

Or 228,000 tons CO2 eq. avoided

796,000 tons CO2 eq. avoided

28

28 300,000HOURS OF ABSENCE AVOIDED

450,000 tons CO2 EQ. AVOIDED

4.9 billion LITERS OF WATER AVOIDED

1,812 GWh OF ENERGY AVOIDED

CO2

CO2

CO2

CO2

TOTAL DIRECT IMPACTS

TOTAL INDIRECT IMPACTS

TOTAL DIRECT +INDIRECT IMPACTS

VALUATION OF AVOIDED COSTS(in thousand euros)

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THE PERFORMANCE OF A MODEL

In 2015, Eurazeo posted a solid performance for its entire portfolio, which now comprises 33 companies1 including

two stakes in companies whose expertise is complementary to the business of Eurazeo: IM Square in the area of asset management, and Capzanine in combined equity and private debt investment. The Group also pursued its CSR strategy based on four pillars: investing responsibly, establishing exemplary governance, creating sustainable value, and being a vector of change in society.

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INTERVIEW

Philippe Audouin, Chief Financial Offi cer and Member of the Executive Board

“The most significant results in Eurazeo’s

history.”

Highlighted by six disposals, including two IPOs, 2015 afforded Eurazeo a very solid fi nancial position.

The portfolio companies also posted noteworthy performances. Analysis of a record year by Philippe Audouin, the Group’s Chief Financial Offi cer.

How would you describe business in 2015?Philippe Audouin It was a high-quality year, both for Eurazeo itself, since it was especially active as an investor, and for the performances of our companies, in terms of revenue and results. We carried out no less than six disposals, including the Elis and Europcar IPOs, and nine acquisitions. The number of transactions is something of a record for the company. But it is the timing that is key since we were mostly sellers in the fi rst half, before the summer downturn in the markets, and buyers in the second half. It was also a signifi cant year for our companies since they published an

€1 billionin cash as of December 31, 2015.

€1,276MNet income att ributable to the Company

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economic revenue that was up 12% year on year, completed nearly 50 acquisitions, and again posted substantial growth in their contribution to our earnings, net of fi nance costs. The contribution rose from €106 million to €165 million, up +56%. The outcomes of these transactions in terms of capital and performances have allowed us to report the best results in Eurazeo’s history, with net income attributable to the Company of nearly €1,276 billion and a year-on-year increase in net asset value of 10% to €72.3 as of December 31, 2015. These outstanding results are also the basis of a very solid fi nancial position, with cash of €1 billion as of December 31, 2015, and no company debt.

Are there specifi c performances of your portfolio companies that should be underscored?P. A. Over the last fi ve years, all our companies have posted double-digit growth for their EBITDA, excluding Elis, whose pattern of recurring profi table growth year after year is well known, and Desigual, whose business and organization are undergoing a complete transformation, for which the fi rst results should be visible beginning in 2017. Asmodee, now the number two global player in the general-interest board game market, has quadrupled its EBITDA in two years. We can also mention Europcar, which had a record performance in 2015, as well as Foncia, Moncler, or Eurazeo PME, whose published revenue and EBITDA grew by +22% and +28%, respectively, based on a constant Eurazeo PME scope.

Why did you propose an exceptional dividend this year rather than increase the ordinary dividend?P. A. Eurazeo has offered its shareholders a steadily rising dividend. There has never been a decrease or an interruption even in times of crisis. The yearly free share grants automatically increase the distribution for our shareholders. Over the last twelve years, our ordinary dividend has risen by 6.4% a year on average. We have to admit that 2015 was rather exceptional in terms of earnings. We thought that it was legitimate to acknowledge this fact and that our shareholders should benefi t, and therefore we proposed an exceptional dividend distribution of €1.20 per share to the Shareholders’ Meeting, which will thus double the distribution this year. But there will also be long-term growth for the ordinary dividend.

2015 was a record year for you. Can we go so far as to say that the performances were exceptional?P. A. No, because the 2015 results refl ect our extensive transformation since 2009. In 2009, we were a mono-business, specializing in large company investment, and our corporate teams

were a lot less active with our portfolio companies. Today, we cover virtually all private-equity investment businesses, through four divisions whose corporate expertise is increasingly sophisticated and who work hand in hand with the investment teams. It is an original approach and one of our greatest strengths. This organization, which is much more robust than in recent years, gives us great confi dence in our ability to invest, without the constraint of time or price, and to regularly deliver growth, in order to pursue value creation for all our shareholders.

“Our organization gives us great confidence in our ability to invest, without the constraint of time or price.”

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AccorHotelsAsmodeeDesigualElisEuropcarFintraxFonciaInVivo NSAMonclerBanca Leonardo—2016 InvestmentsLes Petits Chaperons Rouges Écoles Glion et Les RochesNovacapChocolates and confectionary brands

ColiséeDessange InternationalFlash Europe InternationalPéters SurgicalVignal Lighting GroupLéon de Bruxelles—2016 Investments MK DirectOrolia

FonrocheIESI-PulsePeopleDocPrêt d’UnionVestiaire Collective

ANF ImmobilierColyzeoCIFA—2016 Investment Grape Hospitality

OUR INVESTMENTS

PLATFORMS

CapzanineIM Square

DIVISIONS

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AccorHotels is the world’s leading hotel operator. Over 190,000 women and men in nearly 3,900 AccorHotels establishments look af-ter thousands of guests every day in 92 countries. AccorHotels offers its customers, partners and employees its dual expertise as a hotel opera-tor/franchisor and a hotel owner/ investor as well as a large portfolio of internationally renowned brands covering the full spectrum, with luxury, midscale and budget esta-blishments.—% held: 4.5%*2015 Revenue: €5,581 millionEBITDA: €665 million

Elis is a leading multi-services group specialized in the rental and main-tenance of professional clothing and textile articles, as well as hygiene appliance and well-being services. Elis services more than 240,000 businesses of all sizes in the hotel, catering, healthcare, industry, retail and services sectors, thanks to its network of nearly 300 production and distribution centers and 13 clean rooms, which guarantees it an unrivalled proximity to its clients.—% held: 22.6%**2015 Revenue: €1,415 millionEBITDA: €446 million

*5.2% via the LH19 entity, which includes the co-investors of the Eurazeo Partners fund. **35.1% as of December 31, 2015. ***Source: NPD.

Asmodee Group is a leading inter-national games publisher and dis-tributor. In 2015, Asmodee became the number two player worldwide in the generalist games sector*** and is the global leader in the specialist games sector***. This performance stems from the success of its games and the strategic decisions made in recent years. Asmodee has signifi -cantly increased its publishing content and developed its internatio-nal business, particularly in the United States.—% held: 79.4%2015 Revenue: €270 millionEBITDA: €41 million

Europcar is the number one vehicle rental company in Europe and one of the leading mobility players. Pre-sent in over 140 countries, Europcar provides customers with one of the largest vehicle rental networks through its own operators, fran-chisees and partnerships. The group and its 6,000 employees place customer satisfaction at the heart of their mission.—% held: 42.3%2015 Revenue: €2,142 millionAdjusted Corporate EBITDA: €251 million

Desigual is an international fashion brand. As of December 31, 2015, Desigual is present in over 100 countries and distributes in 552 com-pany-owned and franchise stores, over 7,000 multi-brand outlets, more than 2,700 corners and for the new product categories in over 11,000 points of sale and 23 online stores.—% held: 9.8%2015 Revenue: €933 millionEBITDA: €200 million

Fintrax is the parent company of Premier Tax Free, the number two player in Tax Free Shopping (TFS) worldwide, helping eligible interna-tional travelers to claim back VAT on retail purchases. The company is also active in the Dynamic Currency Conversion (DCC) market, allowing international travelers to pay for goods and services in their own cur-rency in shops, hotels or restaurants. Fintrax operates in 32 countries, serving 14,000 retail merchants with over 150,000 points of sale.—% held: 90.2%2015 Revenue: €212 millionEBITDA: €41 million

Foncia is a leader in residential real estate services and property admi-nistration in France, Switzerland, Germany and Belgium. The Group offers comprehensive and integrated services. Foncia develops through both external and internal growth, with the acquisition and development of innovative solutions to constantly improve service quality for its 1.6 million customers.—% held: 41.5%2015 Revenue: €696 millionEBITDA: €132 million

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Banca Leonardo is an independent private bank. Following the sale of its consulting activities, Banca Leonardo is now a pure asset manager player. One of the largest independent players in Italy, Banca Leonardo also operates in France through its subsidiary Banque Leonardo.—% held: 19.3%2015 Revenue: €69 million

InVivo NSA, a French company ranking among the world leaders in animal nutrition and health, has fi ve main activities: complete feed, premix and related services, specialty additives, analysis laboratories, and animal health. It employs 7,050 people on 74 production sites in 28 countries.—% held: 17.2%2015 Revenue: €1,517 millionEBITDA: €92 million

Moncler is a global luxury brand which designs manufactures and directly distributes clothing and ac-cessories from the Moncler Gamme Rouge, Moncler Gamme Bleu, Moncler Grenoble and Moncler Enfant collections in its shops as well as in major international department stores and the most selective multi-brand sales outlets.—% held: 13.0%2015 Revenue: €880 millionAdjusted EBITDA: €300 million

2016 INVESTMENTS

The Les Petits Chaperons Rouges group is a pioneer in employer-sponsored nurseries and the number two private operator in the French nursery market, with 250 nurseries, 8,000 available cradles and more than 850 clients (companies, public authorities and local communities). The company has nearly 3,200 employees specialized in early child-hood education. —% held: 41%2015 Revenue: €144 million

Founded respectively in 1962 and 1954, Glion and Les Roches are private Swiss schools offering trai-ning in the wider fi eld of hospitality and luxury-related industries. Glion has two schools in Switzerland and one in the United Kingdom and cur-rently educates nearly 2,000 stu-dents. Les Roches operates cam-puses in Switzerland but also in Spain, Jordan, China and soon the United States and currently educates approximately 2,900 students. —% held: 100%2015 Revenue: CHF 173 millionPro forma EBITDA: CHF 28 million

Novacap is a global group produ-cing and distributing active pharma-ceutical ingredients and essential chemicals products that are used in everyday products such as aspirin, paracetamol and other active phar-maceutical ingredients. Novacap enjoys leading positions in growing end-markets and particularly the pharmaceutical and healthcare, cos-metics and fragrances and food sectors. Novacap has 750 custo-mers across 80 countries and a solid European platform, complemented by a well-established presence in Asia and an increasing footprint in the North American market.—% held: 67%2015 Revenue: €600 million

—Purchase of more than ten iconic European chocolate and confectio-nery brands (Carambar, Poulain, Kréma, La Pie qui Chante, etc.), in order to build and develop a new group.

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Colisée is the fourth largest French player in the retirement home sector. It manages 74 establishments housing more than 5,500 residents. A key player in the retirement home sector in France, Groupe Colisée operates in the residential care homes for the elderly sector and in the health sector with rehabilitation and recuperative care facilities.—% held: 33.6%% control: 64.1%2015 Revenue: €264 million

This ambassador of mussels and chips and Belgian brasserie specialist is one of the preferred theme-based restaurant chains in France. The brand operates 77 restaurants, which welcome 15,000 customers everyday. In 2015, Léon de Bruxelles launched the “Léon Box”: take away orders and sales. —% held: 50.6%% control: 59.7%2015 Revenue: €114 million

Flash Europe is the European leader in same day and time sensitive transport. The group’s development strategy is geared towards international expan-sion and digital transformation. In 2015, Flash Europe stepped up development both in France, by ex-panding its expertise and its clientele, and internationally with the set-up of several direct operations in 18 Euro-pean and non-European countries. The group has more than 430 em-ployees —% held: 30.0%% control: 42.9%2015 Revenue: €166 million

With nearly 1,800 salons in more than 47 countries, the Group builds on its image and the expertise of the Des-sange International brand, while fo-cusing on growth in its chain of top-end Camille Albane salons and the leading family segment chain in the United States, Fantastic Sams.—% held: 64.7%% control: 76.3%2015 Revenue: €65 million

Vignal Lighting Group is the European leader in signaling lights for industrial and commercial vehicles. Formed by the merger of Vignal Systems and ABL Lights, each leaders in their sec-tor, the group is accelerating its growth internationally, leveraging its strong business synergies and the technical switch to LED lighting.—% held: 54.0%% control: 77.1%2015 Revenue: €83 million

Péters Surgical designs, produces and distributes single-use medical equipment for operating rooms. In addition to surgical sutures, its main product ranges are implants for parietal reinforcement, surgical glue and hemostatic clips. 3,000 products are marketed and distributed in over 90 countries. —% held: 61.1%% control: 87.2%2015 Revenue: €63 million

2016 INVESTMENTS

Founded in 1923 and 1982, respecti-vely, Linvosges and Françoise Saget are expert brands specialized in home linen, with a strong identity that com-bines quality and creativity. With some 500 employees, the MK Direct group is already established in Bel-gium, Switzerland and Germany. —% held: 38.5%% control: 55.0%2015 Revenue: €186 million

A world leader in reliable GPS-type signals, Orolia is a high-tech group which provides security, compliance and operational control for critical systems and infrastructures used by its clients with positioning, naviga-tion, timing, supervision and commu-nication solutions, which can be used in harsh environments where terrestrial communication networks are inadequate.—% held: 35.1%*% control: 50.1%2015 Revenue: €100 million

* Planned % held at the year-end.

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Fonroche is a leading player in the renewable energy sec tor, specializing in photovoltaic, biomass and geothermal energy and off-grid lighting systems. Since 2010, Fonroche has diversifi ed its expe r t i s e and expanded internationally, while strengthening its position in the French market for pho tovo l ta ic power p lan t development.—% held: 39.3% 2015 Revenue: €79 million

PeopleDoc is a pioneer in HR software as a service (SaaS). In 2009, the publisher launched the fi rst ever secure HR digital strongbox for companies and their employees. PeopleDoc rapidly became a lea-ding expert in the digital transforma-tion of HR processes, thanks to its innovative technology and its res-ponsiveness to the needs of its clients. The company manages the HR data of over 1.5 million em-ployees worldwide.

IES designs and manufactures chargers for industrial vehicles, electric cars and charging stations. The company enjoys a strong posi-tion in its traditional industrial vehicle charging market. It has gradually expanded its range of products to include on-board and external char-gers for electric vehicles and it is currently aiming to become a world leader in this rapidly expanding market.—% held: 97.2%

Prêt d’Union is an Internet based peer-to-peer lending platform, which enables investors and lenders to directly fi nance consumer loans. Its 100% Internet-based banking disintermediation model means the company can do away with all the complexity and costs of the traditio-nal banking system to offer attractive rates of return to investors and len-ders and competitive loan rates to borrowers.

l-PuIse develops innovative technologies based on high power electrical pulses, which can be applied in many industrial sectors. l-PuIse operates internationally and currently employs around 100 people worldwide, based mainly in Toulouse.—% held: 9.6%

Vestiaire Collective is a community platform where members can buy and sell high end pre-owned luxury fashion clothing and accessories. More than 100,000 new members sign up each month, to join an international community of 4 million members, who account for more than 3 million transactions per month.

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ANF Immobilier is a listed real estate investment company with a diversifi ed portfolio of offi ces, stores, hotels and housing in France. It is a transformation real estate company, focused on tertiary real estate, value creation and supporting dynamic regional cities.—% held: 53.0% Rental income: €49 million

COLYZEO

Eurazeo has invested in Colyzeo I and Colyzeo II, European funds whose day-to-day operational administration is managed by Colony. Colyzeo targets investments in Western Europe, with a predominant real estate component. These transactions may consist of acquiring real estate assets or investing in development projects and companies with underlying real estate assets.—% held: 18.6%*

CIFA Fashion Business Center was founded in 2006 as an alternative to the textile districts in Paris (Sentier area and 11th district in Paris), and to support the more upmarket whole-salers in Aubervilliers. CIFA’s tenants have a strong customer base of multi-brand and mid-range fashion retailers and they display ready-to-wear clothing, leather goods, shoes and jewelry in their showrooms.—% held: 77.6% Rental income: €15 million

* Weighted average % interest in Colyzeo I and Colyzeo II. ** Subject to subsequent syndication.

Capzanine is an independent investment fund specializing in combined equity and private debt investment, which supports companies with their growth projects and contributes i ts fi nancial and industrial expertise for the successful completion of the transmission or development phases. Capzanine invests in unlisted companies in the small and mid-caps segments, valued at between €20 million and €400 million.—% held: 22.0%

IM Square is Europe’s leading in-vestment and development platform dedicated to asset management. This international platform seeks to acquire minority stakes in the share capital of asset management com-panies to help them develop, prin-cipally outside of their domestic market. IM Square targets entrepre-neurial investment companies that are already mature, profi table, and recognized in their local market (primarily the United States, but also Europe and Asia). —% held: 37.5%

2016 INVESTMENTS

Eurazeo Patrimoine has entered into exclusive negotiations with AccorHotels to acquire a portfolio of hotels in Europe. These hotels will be grouped together within a newly created platform dedicated to the hotel business, named Grape Hospitality. The transaction covers a signifi cant portfolio of 85 budget and mid-range hotels (Ibis, Ibis Budget, Ibis Styles, Mercure, Novotel, Pullman) representing 9,125 rooms, most of which are located in France (in Greater Paris and the regions) and major European cities (8 countries). The platform would also purchase other hotels or hotel portfolios with value creation potential.—% held: 70% of the share capital alongside AccorHotels (30%)**.

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GOVERNANCEThe members of the Executive Board are collectively responsible for the management of Eurazeo.

They are closely involved in the partnership formed by Eurazeo with its companies and assist their management teams daily.

-

THE EXECUTIVE BOARD

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The Executive Committee reviews portfolio companies each month and issues recommendations on Eurazeo’s investments. It has eight members, including the members of the Executive Board, and:-

THE EXECUTIVE COMMITTEE

MARC FRAPPIER Managing Director of Eurazeo Capital

OLIVIER MILLET Chairman of the Executive Board of Eurazeo PME

FRANS TIELEMAN Managing Director of Eurazeo Development

RENAUD HABERKORN Chief Investment Offi cer of Eurazeo Patrimoine

NICOLAS HUET General Counsel of Eurazeo

PATRICK SAYER CEO of Eurazeo, 58 years old

In addition to his duties in Eurazeo, Patrick Sayer is a member of the Supervisory Boards of ANF Immobilier and Europcar Group. He is a director of AccorHotels and a member of the Board of Directors of I-Pulse.

VIRGINIE MORGON Deputy CEO, 46 years old

Virginie Morgon supervises Eurazeo’s investments. She chairs the Supervisory Board of Eurazeo PME and Asmodee and is Vice-Chairwoman of the Board of Directors of Moncler, a director of AccorHotels and Desigual and a member of the Supervisory Board of Elis. She supervises deal fl ow, communication, the NAV and capital raising.

PHILIPPE AUDOUIN Chief Financial Offi cer, 59 years old

Philippe Audouin is responsible for fi nance, treasury, management control, internal audit, IT, Investor Relations and communication. He sits on the Supervisory Boards of ANF Immobilier, Elis, Eurazeo PME and Europcar Group.

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The Supervisory Board of Eurazeo has 13 members, including seven independent members and one non-voting member.

-

THE SUPERVISORY BOARD

12119 10

1413 16

New member

15

Non-voting member

1 2 43

Honorary Chairman

76 8

Exiting member

5

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1. MICHEL DAVID-WEILLChairman of the Supervisory BoardEND OF TERM OF OFFICE: 2018

2. JEAN LAURENT*Vice-Chairman of the Supervisory BoardChairman of the Board of Directors of Foncière des RégionsEND OF TERM OF OFFICE: 2017

3. BRUNO ROGER Honorary Chairman of the Supervisory BoardChairman of Lazard Frères (SAS) and Compagnie Financière Lazard Frères (SAS) and Chairman of Lazard Frères Banque.

4. CHRISTOPHE AUBUTEmployee representative on the Supervisory BoardEND OF TERM OF OFFICE: 2019

5. RICHARD GOBLET D’ALVIELLADirector of Union Financière BoëlEND OF TERM OF OFFICE: 2016

6. ANNE LALOU Managing Director of webschool Factory END OF TERM OF OFFICE: 2018

7. ROLAND DU LUARTCompany directorEND OF TERM OF OFFICE: 2016

8. VICTOIRE DE MARGERIE* Main shareholder and Chairwoman of Rondol IndustrieEND OF TERM OF OFFICE: 2016

9. MICHEL MATHIEU Deputy Chief Executive Offi cer of Crédit Agricole SAEND OF TERM OF OFFICE: 2018

10. FRANÇOISE MERCADAL-DELASALLES*Member of the Executive Committee and Group Head of Corporate Resources and Innovation at Société Générale group.END OF TERM OF OFFICE: 2019

11. OLIVIER MERVEILLEUX DU VIGNAUX Manager of MVM Search BelgiumEND OF TERM OF OFFICE: 2018

12. STÉPHANE PALLEZ*Chairwoman and Chief Executive Offi cer of La Française des Jeux (FDJ)END OF TERM OF OFFICE: 2017

13. GEORGES PAUGET*Chairman of the consulting fi rm, Économie Finance et StratégieEND OF TERM OF OFFICE: 2016

14. JACQUES VEYRAT* Chairman of Impala SASEND OF TERM OF OFFICE: 2017

15. JEAN-PIERRE RICHARDSONNon-voting memberChairman and Chief Executive Offi cer of Joliette Matériel SAEND OF TERM OF OFFICE: 2018

16. HAROLD BOËL* **Chief Executive Offi cer of Sofi na SAEND OF TERM OF OFFICE: 2020

Four specialized and permanent committees assist the Supervisory Board with its decisions.

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SUPERVISORY BOARD COMMITTEES

COMPENSATION AND APPOINTMENT COMMITTEE

COMPOSITION ***

4 members (including 3 independent

members)

CHAIRMAN

Roland du Luart

MEMBERS

Richard Goblet d’Alviella

Olivier Merveilleux du Vignaux

Georges Pauget

PERMANENT GUEST

Christophe Aubut

NUMBER OF MEETINGS IN 2015: 3

AUDIT COMMITTEE

COMPOSITION ***

4 members (including 3 independent

members) and 1 non-voting member

CHAIRMAN

Jean Laurent

MEMBERS

Richard Goblet d’Alviella

Michel Mathieu

Stéphane Pallez

NON-VOTING MEMBER

Jean-Pierre Richardson

NUMBER OF MEETINGS IN 2015: 5

FINANCE COMMITTEE

COMPOSITION ***

6 members (including 3 independent

members)

CHAIRMAN

Michel David-Weill

MEMBERS

Anne Lalou

Jean Laurent

Jacques Veyrat

Michel Mathieu

Victoire de Margerie

PERMANENT GUEST

Bruno Roger

NUMBER OF MEETINGS IN 2015: 2

CSR COMMITTEE

COMPOSITION ***

4 members (including 3 independent

members)

CHAIRWOMAN

Anne Lalou

MEMBERS

Roland du Luart

Stéphane Pallez

Georges Pauget

NUMBER OF MEETINGS IN 2015: 2

*** As of December 31, 2015

* Independent member subject to adoption of the resolutions presented to the Shareholders' Meeting of May 12, 2016.** Member of the Supervisory Board whose appointment is proposed to the Shareholders’ Meeting of May 12, 2016.

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CONTRIBUTION OF COMPANIES, NET OF FINANCE COSTS (in millions of euros)

The contribution of companies net of fi nance costs increased by +56% to €165 million in 2015. This improvement refl ects the solid operating and fi nancial performance of all portfolio companies.

2014pro forma

2015

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165

ECONOMIC REVENUE(in millions of euros)

In 2015, Eurazeo recorded solid performance across its entire portfolio with +12.0% growth in economic revenue at constant Eurazeo scope.This growth was mainly driven by the robust performances of Asmodee, Elis, Europcar, Foncia, InVivo NSA, Moncler, Eurazeo Patrimoine and Eurazeo PME. Only Desigual reported a downturn (-3.1%).

Eurazeo fully consoli-

dated companies

Eurazeo equity-

accounted companies

+ 17.7 %

2014 2015

3,7354,183

2,198

+ 7.3 %

+12%

42.3

2011*

49.1

2012*

64.1

2013*

65.9

2014* 2015

72.3

CHANGE IN NET ASSET VALUE **(in euros per share)

Eurazeo’s Net Asset Value stood at €72.3 per share as of December 31, 2015 (€5,074 million), up by nearly +10% compared with December 31, 2014, largely due to the increase in listed securities (the valuation breakdown and methodology is presented in the 2015 Registration Document).

* Restated for free share grants ** CAGR: Compound Annual Growth Rate

CAGR** +14%

2,049

1,686 1,985

+56%

FINANCIALindicators

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4,587

3,619

6,0216,307

2011 2012 2013 2014 2015

355

BREAKDOWN OF ASSETS BY DIVISION (as of December 31, 2015)

BREAKDOWN OF ASSETS BY BUSINESS SECTOR (as of December 31, 2015)

CHANGE IN CONSOLIDATED NET DEBT(as of December 31, 2015, in millions of euros)

Group consolidated net debt fell from €4,587 million as of December 31, 2014 to €355 million as of December 31, 2015. This improvement is due to the disposals performed during the year, the deconsolidation of Elis and Europcar debts – also signifi cantly reduced at the time of their IPOs – and a decrease in the debt level of the majority of portfolio companies.

12/31/2014 12/31/2015

CHANGE IN NET CASH AND CASH EQUIVALENTS (in millions of euros)

Eurazeo SA has net cash and cash equivalents of €1,038 million as of December 31, 2015, following the transactions performed during 2015.

1,038

597

CASH AND CASH EQUIVALENTS 20%

EURAZEO PATRIMOINE6%

EURAZEO PME6%

EURAZEO CROISSANCE4%

OTHER 2%

DIGITAL SERVICES 2%

HUMAN HEALTHCARE AND ANIMAL NUTRITION6%

BRANDS AND CONSUMER GOODS 24%

RENEWABLE ENERGY 2%

OTHER2%

EURAZEO CAPITAL UNLISTED

INVESTMENTS 23%

EURAZEO CAPITAL LISTED

INVESTMENTS 39%

BUSINESS SERVICES

14%

FINANCIAL SERVICES

9%

MOBILITY AND LEISURE

25%

REAL ESTATE 16%

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CONSOLIDATED INCOME STATEMENT (year ended December 31, 2015)

In millions of euros 2015 2014 PF 2014

Eurazeo Capital 138.7 109.9 538.1Europcar 100.6 89.4 307.5

Elis 0.0 0.0 210.1

Asmodee 38.1 20.5 20.5

Eurazeo Patrimoine 42.3 33.8 26.4Eurazeo PME 64.7 56.9 49.4Eurazeo Croissance 0.0 0.0 -6.7

Adjusted EBIT of fully consolidated companies 245.7 200.6 607.2Net fi nance costs (196.0) (171.6) (441.7)

Adjusted EBIT net of fi nance costs 49.7 29.0 165.5

Net income of equity-accounted companies* 130.2 85.1 73.7Finance costs of Accor/Elis (LH19/LH27) (14.7) (8.3) -8.3

Net income of equity-accounted companies net of fi nance costs

115.5 76.8 65.4

Contribution of companies net of fi nance costs 165.2 105.8 230.9

Fair value gains (losses) on investment properties 25.5 (29.2) (29.2)Realized capital gains or losses** 1,741.4 75.2 75.2Revenue of the Holding Company business, net of impairment of related assets 33.4 46.2 46.2

Net fi nance cost of the Holding Company business (2.3) (4.0) (4.0)

Consolidated expenses relating to the Holding Company business (59.5) (59.3) (59.3)

Amortization of contracts and other assets relating to GW allocation (11.5) (6.2) (49.7)

Income tax expense (36.1) (16.2) (39.2)

Non-recurring items (311.9) (149.5) (283.7)

Consolidated net income/(loss) 1,544.2 (37.2) (112.8)

Consolidated net income/attributable to owners of the company 1,276.0 (26.8) (89.0)Attributable to non-controlling interests 268.1 (10.5) (23.8)

2014 pro forma fi gures correspond to 2014 reported data, restated for the following movements: 1) 2014 scope additions: Colisée (October 2014), Desigual (July 2014), Vignal Systems (March 2014); 2) 2015 scope additions: InVivo NSA (July 2015), CIFA (June 2015); 3) 2014 scope exits: Rexel (April 2014), 3SP (July 2014), IES Synergy (July 2014); 4) 2015 scope exits: Gault et Frémont, Cap Vert Finance; 5) Changes in Eurazeo’s percentage interest in the share capital of portfolio companies: Accor (5.2%), Elis (42.1%), Europcar (48.6%), Moncler (15.5%). * Excluding disposal and IPO costs, and non-recurring items** Net of disposal and IPO costs and foreign currency translation and hedging reserves released to profi t or loss.

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CONSOLIDATED BALANCE SHEET (as of December 31, 2015)

ASSETS 2015 2014 EQUITY AND LIABILITIES 2015 2014

In millions of euros NET NET In millions of euros

Goodwill 431.0 2,478.5 Equity attributable to owners of the Company 4,317.7 3,226.1

Intangible assets 555.1 1,526.4 Non-controlling interests 429.7 296.4

of which brands 151.5 1,022.1 Total equity 4,747.4 3,522.5

Property, plant and equipment 136.0 909.7 Interests relating to investments in investment funds 320.3 334.8

Investment properties 1,291.2 1,057.2 Provisions 6.1 45.1

Investments in associates 2,425.0 1,492.8

Employee benefi t liabilities31.3 198.2

Available-for-sale fi nancial assets 726.6 422.2

Long-term borrowings 1,527.0 4,263.6

Other non-current assets 10.9 50.7 Deferred tax liabilities 213.2 485.0

Deferred tax assets 16.2 76.8 Other non-current liabilities 46.1 119.3

Total non-current assets 5,592.1 8,014.2

Total non-current liabilities 1,823.6 5,111.2

Inventories 81.3 165.3 Current portion of provisions 21.4 262.9

Trade and other receivables 218.5 846.2 Current portion of employee benefi t liabilities - 2.7

Current tax assets 134.9 174.1 Current income tax payable 19.5 50.6

Available-for-sale fi nancial assets 89.3 80.7

Trade and other payables 173.5 1,003.2

Other fi nancial assets 18.7 7.9 Other liabilities 213.3 686.7

Vehicle fl eet - 1,402.7 Other fi nancial liabilities 18.6 5.3

Vehicle fl eet receivables

- 530.1

Bank overdrafts and current portion of long-term borrowings 37.5 1,295.1

Other current assets 11.2 54.8

Other short-term deposits 14.9 49.4

Cash and cash equivalents 1,194.4 890.8

Total current assets 1,763.2 4,201.9

Total current liabilities483.7 3,306.5

Assets classifi ed as held for sale 19.8 94.2 Liabilities directly associated with assets classifi ed as held for sale - 35.3

TOTAL ASSETS 7,375.1 12,310.3TOTAL EQUITY AND LIABILITIES 7,375.1 12,310.3

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CSR STRATEGY: RESULTS

AMBITION 2020 OBJECTIVE 2014 2015

INVESTING RESPONSIBLYIntegrating CSR at all stages of the investment cycle

100% of due diligence in the advanced study phase of acquisitions to incorporate a CSR Section1

67% 53%

100% of portfolio companies to perform CSR reporting 79% 100%

100% of divestment operations to incorporate CSR information 100% 100%

ESTABLISHING EXEMPLARY GOVERNANCEEnsuring that all companies have exemplary governance bodies

100% of companies to have at least 40% women directors on the Board2

7% 13%

100% of controlled companies to have at least 30% independent Directors on the Board2

50% 50%

100% of companies to have an Audit Committee and a Compensation Committee2

57% 63%

CREATING SUSTAINABLE VALUEEnsuring that all companies have a CSR progress plan

100% of portfolio companies to have deployed Eurazeo’s “CSR essentials”3

45% 66%

The seven “CSR essentials”4 :— Appointing a CSR manager 6/14 13/16

— Establishing annual CSR reporting 12/14 16/16

— Creating an operational CSR committee 5/14 13/16

— Including CSR issues on the agenda of Board meetings at least once a year

8/14 11/16

— Conducting an environmental and/or greenhouse gas assessment every three years

6/14 7/16

— Performing a social barometer every three years 5/14 9/16

— Conducting CSR audits of priority suppliers 2/14 5/16

100% of portfolio companies to have quantifi ed CSR progress targets 21% 31%

100% of portfolio companies to be involved in at least one CSR acceleration program3

79% 75%

BE A VECTOR OF CHANGE IN SOCIETYEnsure that all companies improve their social footprint

100% of portfolio companies to improve the protection and well-being of employees5

N/A 56%

100% of portfolio companies to share value created or company profi ts with employees5

N/A 56%

100% of portfolio companies to reduce their environmental impact5

N/A 75%

1. Due diligence is deemed to be in the advanced study phase when legal due diligence has been performed. The indicator covers all companies reviewed, including those that were not ultimately acquired. In 2015, the number of acquisition projects subject to in-depth due diligence procedures was multiplied by four. The number of CSR due diligence reviews also increased signifi cantly, from four in 2014 to ten in 2015. 2. On Supervisory Boards (SB) or Boards of Directors (BD). 3. The result is expressed as an average percentage of actions put in place by the companies (change of methodology compared with 2014). 4. The results are expressed in number of companies. 5. The results were published for the fi rst time in 2015 with 2014 as the reference baseline, explaining the lack of results for 2014

METHODOLOGYThe scope covered by the CSR strategy encompasses Eurazeo SA and all fully consolidated companies and equity-accounted associates. These companies are included when calculating indicators from the end of the second full year of ownership at the latest. The fi rst full year of ownership determines a baseline derived from initial CSR reporting, from which subsequent variations are measured. The companies included in Eurazeo’s CSR strategy for 2015 are as follows (those with an asterisk are covered by the Grenelle II reporting scope): AccorHotels, ANF Immobilier *, Asmodee*, Groupe Colisée*, Desigual, Dessange International *, Elis, Eurazeo PME *, Eurazeo SA *, Europcar, Foncia*, Fonroche, Léon de Bruxelles *, Moncler, Péters Surgical * and Vignal Lighting Group*.

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Photo credits: Peter Allan, Muriel Bordier, Stéphane de Bourgies, Fotolia, GlobalStock/iStock.

Eurazeo Communication Department: 1 Rue Georges Berger, 75017 Paris - www.eurazeo.com. Design and Creation:

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