2008

ANNUAL REPORT Legal and financial information WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2 Contents

EXECUTIVE BOARD’S REPORT 4

1 OPERATIONS AND HIGHLIGHTS 6 1.1 Investments made during the year 7 1.2 Ongoing investments 10 1.3 Post-balance sheet events 10 1.4 Outlook 10

2 FINANCIAL PERFORMANCE 11 2.1 Eurazeo consolidated earnings 11 2.2 Eurazeo’s parent company earnings 17 2.3 Performance of main subsidiaries 17

3 CORPORATE GOVERNANCE 22 3.1 Membership of the Executive Board and the Supervisory Board as at December 31, 2008 22 3.2 Role and operation of the Executive Board and the Supervisory Board 23 3.3 Appointments and duties of officers – Management experience 24 3.4 Participation of Members of the Supervisory and Executive Boards in the Company’s Capital and Operations carried out by Board Members on the Company’s Shares 37 3.5 Specialized committees 38 3.6 Compensation and other benefits received by Company Officer s 40

4 RISK MANAGEMENT - RISK FACTORS AND INSURANCE 52 4.1 Environmental and health risks 52 4.2 Legal risks – Litigation 53 4.3 Market risks 55 4.4 Other risks 57

5 EURAZEO AND ITS SHAREHOLDERS 59 5.1 Information about capital structure 59 5.2 Group ownership structure 60 5.3 Dividends paid in respect of the last three fiscal years 64 5.4 Transactions in Company shares 64 5.5 Share price 68 5.6 Information that could have an impact on a takeover bid 68

6 SOCIAL AND ENVIRONMENTAL INFORMATION 70 6.1 Social information 70 6.2 Environmental Information 72

7 APPENDICES TO THE EXECUTIVE BOARD’S REPORT 75 7.1 Special Report on options to subscribe or purchase shares (Article L. 225-184 of the French Commercial Code) 75 7.2 Special report on the allocation of bonus shares prepared in accordance with Article L. 225-197-4 of the French Commercial Code 80 7.3 Five-year financial summary 81 7.4 Summary table of unexpired delegations granted by the Shareholders’ Meeting with respect to capital increases 82 7.5 Report by the Chairman of the Supervisory Board on the composition, the conditions of preparation and organization of the Board’s work and the internal control and risk management procedures implemented by Eurazeo 83 Statutory Auditors' Report, prepared in accordance with Article L. 225-235 of the French Commercial Code, on the report prepared by the Chairman of the Supervisory Board of Eurazeo 93 7.6 Agenda and resolutions of the Shareholders’ Meeting 94 7.7 Observations by the Supervisory Board on the Executive Board Report 106

8 STATUTORY AUDITORS’ REPORT 107 8.1 Statutory Auditors’ special report on related party agreements and commitments 107 8.2 Statutory Auditors’ special report to the ordinary and extraordinary Shareholders’ Meeting of May 29, 2009 111 WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2 CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2008 117 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 191

COMPANY FINANCIAL STATEMENTS AS AT DECEMBER 31, 2008 193 STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS 220

OTHER GENERAL INFORMATION 222

1 PARTIES RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND AUDIT 224 1.1 Declaration by the party responsible for the registration document 224 1.2 Party responsible for auditing the financial statements 225

2 OTHER LEGAL INFORMATION 226 2.1 Company name 226 2.2 Registered office 226 2.3 Form and incorporation 226 2.4 Date of incorporation and duration 226 2.5 Purpose (Article 3 of the Bylaw s) 226 2.6 Fiscal year (Article 24 of the Bylaws) 227 2.7 Appropriation and distribution of earnings as per the Bylaw s (Article 24 of the Bylaws) 227 2.8 Corporate documents 227 2.9 Bylaws 227

3 OTHER INFORMATION CONCERNING SHARE CAPITAL AND SHAREHOLDERS 232 3.1 Extracts from the Bylaw s concerning share capital and shareholders 232 3.2 Share capital 233 3.3 Shareholders’ agreements 234

4 OTHER INFORMATION CONCERNING CORPORATE GOVERNANCE 239 4.1 Extracts from the Bylaws concerning corporate governance 239 4.2 Internal Rules of the Supervisory Board 241 4.3 Related-party agreements 244

5 OTHER INFORMATION CONCERNING GROUP OPERATIONS AND STRUCTURE 247 5.1 Ownership structure 247 5.2 Property, plant and equipment 248 5.3 Large contracts 248 5.4 Dependence on patents or licenses 248 5.5 Material changes in financial position 248 5.6 Brief history and review of corporate developments 248

6 CONTACTS AND AVAILABLE FINANCIAL INFORMATION 250 6.1 Executive responsible for financial information 250 6.2 Timetable for financial communications 250 6.3 Documents available to the public 250 6.4 Annual information document 251 6.5 Historical financial information 253

CROSS-REFERENCES INDEX 254 WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2 2 Eurazeo • 2008 Annual Report • Volume 2 WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2 LEGAL AND FINANCIAL INFORMATION

This Document is a free translation into English of the second volume of the Annual Report that was filed with the Autorité des Marchés Financiers on April 22, 2009 in accordance with Article 212-13 of its general regulations. It may be used in support of a financial transaction if supplemented by a preliminary prospectus approved by the AMF. This document contains all the information on the annual financial report. It was drawn up by the issuer and is binding for the individuals signing it.

Eurazeo • 2008 Annual Report • Volume 2 3 WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2 EXECUTIVE BOARD’S REPORT

OPERATIONS AND HIGHLIGHTS 6 3.6.1 The principles governing the compensation 1 of Company Officer s 40 1.1 Investments made during the year 7 3.6.2 Tables required under AMF recommendations 41 1.1.1 Main direct and indirect investments 7 3.6.3 Compensation payable on termination of Company 1.1.2 Reduction of positions in listed shares Officer appointments 49 in which Eurazeo is a passive investor 8 3.6.4 Other benefit-related information 51 1.2 Ongoing investments 10 1.3 Post-balance sheet events 10 4 RISK MANAGEMENT - RISK FACTORS 1.4 Outlook 10 AND INSURANCE 52 4.1 Environmental and health risks 52 FINANCIAL PERFORMANCE 11 4.1.1 Environmental risks 52 2 4.1.2 Health risks 53 2.1 Eurazeo consolidated earnings 11 4.2 Legal risks – Litigation 53 2.1.1 Factors with an impact on earnings 12 2.1.2 Analysis of growth and profitability 14 4.3 Market risks 55 2.1.3 Financial structure 15 4.3.1 Interest rate risk 55 4.3.2 Stock market risks 57 2.2 Eurazeo’s parent company earnings 17 4.3.3 Currency risk 57 2.3 Performance of main subsidiaries 17 4.4 Other risks 57 4.4.1 Liquidity risk 57 4.4.2 Credit risk 58 3 CORPORATE GOVERNANCE 22 3.1 Membership of the Executive Board and the Supervisory Board as at December 31, 2008 22 5 EURAZEO AND ITS SHAREHOLDERS 59 3.2 Role and operation of the Executive Board 5.1 Information about capital structure 59 and the Supervisory Board 23 5.2 Group ownership structure 60 3.2.1 Missions 23 5.2.1 Changes occurring during the fiscal year 60 3.2.2 Activity report 23 5.2.2 Share of capital held by companies controlled 3.3 Appointments and duties of officers by Eurazeo and/or by reciprocal interests 61 – Management experience 24 5.2.3 Current ownership of shares and voting rights 61 3.4 Participation of Members of the Supervisory 5.3 Dividends paid in respect of the last three fiscal years 64 and Executive Boards in the Company’s Capital 5.3.1 Dividend distribution policy 64 and Operations carried out by Board Members 5.3.2 Dividends distributed in respect on the Company’s Shares 37 of the last three fiscal years 64 3.4.1 Participation of Members of the Supervisory 5.4 Transactions in Company shares 64 and Executive Boards in the Company’s Capital 37 5.4.1 2008 share buyback program 64 3.4.2 Share transactions involving Company Officer s 38 5.4.2 Description of the 2009 share buyback program 3.5 Specialized committees 38 submitted to the Ordinary and Extraordinary Shareholders’ Meeting of May 29, 2009 3.5.1 Audit Committee 38 under the terms of Articles 241-2 and 241-3 3.5.2 Compensation and Appointment Committee 39 of the AMF general regulations 66 3.5.3 Finance Committee 40 5.5 Share price 68 3.6 Compensation and other benefits received by Company Officer s 40 5.6 Information that could have an impact on a takeover bid 68

4 Eurazeo • 2008 Annual Report • Volume 2 WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2 7.3 Five-year financial summary 81 6 SOCIAL AND ENVIRONMENTAL INFORMATION 70 6.1 Social information 70 7.4 Summary table of unexpired delegations granted 6.1.1 Employment 70 by the Shareholders’ Meeting with respect 6.1.2 Working time organization 71 to capital increases 82 6.1.3 Compensation 71 7.5 Report by the Chairman of the Supervisory Board 6.1.4 Social cohesion policy 71 on the composition, the conditions of preparation 6.1.5 Health and safety 72 and organization of the Board’s work 6.1.6 Training and skills development 72 and the internal control and risk management 6.1.7 Employment and integration of disabled workers 72 procedures implemented by Eurazeo 83 6.1.8 Employee benefits 72 Section 1 Preparation and organization of the 6.1.9 Subcontracting 72 Supervisory Board’s work 84 6.2 Environmental Information 72 Section 2 Internal control and risk management systems 85 6.2.1 and 2 Consumption of natural resources, Statutory Auditors' Report, prepared in atmospheric emissions, waste production accordance with Article L. 225-235 of the and respect for biodiversity 73 French Commercial Code, on the report prepared 6.2.3 Environmental evaluation and certification 73 by the Chairman of the Supervisory Board of Eurazeo 93 6.2.4 Measures implemented to ensure regulatory compliance 73 7.6 Agenda and resolutions of the Shareholders’ 6.2.5 Committed environmental expenditure 73 Meeting 94 6.2.6 Employee awareness and training 73 7.7 Observations by the Supervisory Board 6.2.7 Provisions and guarantees for environmental risks 74 on the Executive Board Report 106 6.2.8 Amount of damages paid over the year 74 6.2.9 Targets set for international subsidiary companies in relationto points 1-6 above 74 8 STATUTORY AUDITORS’ REPORT 107 8.1 Statutory Auditors’ special report on related party 7 APPENDICES agreements and commitments 107 TO THE EXECUTIVE BOARD’S REPORT 75 8.2 Statutory Auditors’ special report to the ordinary 7.1 Special Report on options to subscribe or and extraordinary Shareholders’ Meeting purchase shares (Article L. 225-184 of the French of May 29, 2009 111 Commercial Code) 75 7.2 Special report on the allocation of bonus shares prepared in accordance with Article L. 225-197-4 of the French Commercial Code 80 7.2.1 Description of the 2008 bonus shares issue plan 80 7.2.2 Bonus shares issued by Eurazeo during fiscal year 2008 80 7.2.3 Adjustment of the 2007 bonus shares issue plan 81

Eurazeo • 2008 Annual Report • Volume 2 5 WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2 EXECUTIVE 1 HIGHLIGHTS BOARD’S REPORT

1 OPERATIONS AND HIGHLIGHTS

Business in 2008 was marked by the continued development of the Group’s companies, in an economic and financial environment which continued to deteriorate since the fourth quarter of 2008. In the current global context, Eurazeo continued to play its role as a professional shareholder promoting the development of investment and implemented the necessary measures: I continuation of the business development of companies with a focus on the more buoyant sectors; I continued acquisitions, either by taking advantage of attractive terms during bolt-on acquisitions or by carrying out strategic transforming operations in the medium-to long-term, such as the acquisition by Rexel of Hagemeyer’s European assets or the acquisition by Europcar of its master franchisee in the Asia-Pacific region. These acquisitions, most of which were approved by shareholders, stress the importance, for holding companies, of having a strong and long-term shareholder like Eurazeo; I implementation of optimization measures, whenever possible or relevant, to preserve or improve our margins despite the challenging economic context. Eurazeo also continued to implement its asset allocation strategy and modified its portfolio structure by: I active investment in Accor, a company in which Eurazeo has already been a shareholder for several years, which has high potential for value creation, and because the market situation pushed down its share price to attractive levels. Eurazeo wishes to play an active role in this company by guiding it in its development and value creation; I at the same time, Eurazeo significantly reduced its positions in listed assets in which it was only a passive investor. This included the disposal of its stake in Veolia Environnement, for which Eurazeo benefited from the hedge put in place in August 2007 as well as the withdrawal from Air Liquide through the setting up of an “optimized disposal program”. Eurazeo also transferred all its Danone shares to its wholly-owned subsidiary Legendre Holding 22 with leverage of €708 million. At the end of 2008, Legendre Holding 22 disposed of 766,373 Danone shares. In completing these operations, Eurazeo reduced its net exposure to these listed assets from €2,264 million as at December 31, 2007 to €464 million as at December 31, 2008. At the same time, Eurazeo refunded the draw-downs on its syndicated credit line, which amounted to €590 million as at December 31, 2007 and to €100 million as at December 31, 2008. It refunded the balance on January 15, 2009. This credit line of €1 billion is therefore fully available until July 2012. The credit line was also extended until July 2013 for €875 million, which means that Eurazeo can now support the expansion of the Group companies and seize any new investment opportunities that may arise.

6 Eurazeo • 2008 Annual Report • Volume 2 WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2 EXECUTIVE HIGHLIGHTS 1 BOARD’S REPORT

1.1 INVESTMENTS MADE DURING THE YEAR

1.1.1 Main direct and indirect investments

Accor On March 7, 2008, Rexel announced the successful completion of the operation which allowed it to gain 95.71% of Hagemeyer shares At the beginning of May 2008, Eurazeo announced that it was and 97.13% of bonds. Following the successful bid, Hagemeyer was increasing its stake in Accor in the context of a five-year shareholders’ delisted in April 2008. agreement and in conjunction with Colony Capital. The purpose of the concerted action is to own a 30% stake in Accor, although it At the same time, Rexel completed the sale of some of Hagemeyer’s does not intend to take control of the company. The shareholders’ non-European assets as well as an asset swap with Sonepar, which agreement features, in particular, a two-year lock-in period. reduced its net financial debt by €1,686 million.

Legendre Holding 19, a 87.17% Eurazeo subsidiary, bought Acquisition of Suzhou Xidian in China 23,061,291 shares for €1,097.9 million, raising its stake in Accor to With the acquisition of Suzhou Xidian, announced in February 2008, 10.49% as at December 31, 2008. Rexel has stepped up its growth in Asia and reinforced its position Eurazeo has had a stake in the Accor Group since 2005, on the Chinese market. This is Rexel’s second acquisition in through its partnership with Colony Capital, in the Colyzeo funds China, after Huazang Electric Automation in March 2007. It has (via ColTime). been investing there since 2000 to become a leading international player. Since June 30, 2008, the threshold of 20% of controlling shares under the joint action (presumption of significant influence) as well This acquisition marks a new phase in creating a growth platform as the appointment of Patrick Sayer to the Board of Directors and in a very dynamic Chinese market, which will bring Rexel’s to the Audit Committee in August 2008, in addition to two Colony customers a wider range of products, improved services and representatives, has led to the consolidation of the stake in Accor greater proximity. under the equity method as from July 1, 2008. Suzhou Xidian’s 2007 revenue amounted to approximately As at the end of February 2009, the group acting in concert held a €38 million and its growth rate is higher than the average 30.14% stake in Accor and 26.95% of voting rights. market growth rate. The electrical equipment distributor has 115 employees in 7 branches, 6 of which are in the Shanghai area and one in Beijing. STEADY INVESTMENT BUSINESS IN EURAZEO GROUP COMPANIES Sale and leaseback of logistic platforms in France Rexel France sold seven logistic platforms in specialized business Rexel clusters, on major routes to the Gecina Group as part of a sale and lease agreement. For Rexel, logistics is not only a key component Rexel’s friendly takeover bid for Hagemeyer of the customer service, but also a major operational driver. The Rexel, Sonepar and Hagemeyer announced on November 23, optimization of logistics facilities is an integral part of the Group’s 2007 the conclusion of an agreement for an all-cash offer of €4.85 development and profitability strategy. per share concerning all the shares and convertible bonds of Hagemeyer, thereby raising the group’s valuation to €3.1 billion. This transaction is in line with Rexel’s real estate strategy, which consists in leasing its commercial and logistic facilities to constantly This combination reinforces Rexel’s position as a global leader adapt to market changes. The deal reduced Rexel’s debt by in the distribution of low-voltage electrical equipment and low- €62 million, a gain that was recognized in the consolidated balance voltage power lines with pro forma revenues of €14.3 billion in 2007 sheet of June 30, 2008. (compared with €10.7 billion on an actual basis). The acquisition of the majority of Hagemeyer’s European businesses has significantly Europcar increased Rexel’s footprint in Europe and created a more diversified Group in terms of end markets, with a larger exposure to the Strategic alliance between Europcar and Enterprise maintenance and renovation markets. Today, Rexel is present in 34 Rent-A-Car countries, compared to 29 before the operation, and has increased Europcar has signed a major strategic alliance with Enterprise its European network of outlets by about 50%. It has become the Rent-A-Car, the largest car rental company in North America. This leading market player in the United Kingdom and Scandinavia. has enhanced the international coverage and service offering of The new Group remains number one in North America and Asia- both companies, particularly for global corporate accounts. The Pacific and is shoring up its position as number two in Europe. Rexel agreement, which took effect on September 3, 2008, expands the is now the leading or second leading company in 20 countries, transatlantic alliance established by Europcar in November 2006 which account for 75% of the European market. with National Car Rental and Alamo Rent A Car, whose North American businesses had been taken over in August 2007 by Enterprise.

Eurazeo • 2008 Annual Report • Volume 2 7 WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2 EXECUTIVE 1 HIGHLIGHTS BOARD’S REPORT

Together, Europcar and Enterprise offer a fleet of more than well as the regaining of direct control of the management of the 1.2 million vehicles at more than 13,000 locations in 162 countries region’s franchises has, for the first time, given the company a to form the world’s largest car rental network. The purpose of this direct presence outside of Europe and enhanced its influence on alliance is to leverage and develop traffic between North America its local development . and Europe: each year, an estimated 12 million travelers cross the Europcar Asia-Pacific has been operating throughout Australia and Atlantic in either direction. It also aims to leverage and increase New Zealand since 2005 and has developed a franchise network traffic with Asia-Pacific through Europcar’s new hub in Australia in 28 countries in the Asia-Pacific region. The Europcar brand and New Zealand. has since been launched in India, Pakistan, the Philippines and Thanks to this alliance, Europcar and Enterprise Rent-A-Car Thailand. customers can enjoy a complete and high-quality service offering With an average fleet of over 7,000 vehicles in Australia and New when they travel between North America, Europe and Asia. Under Zealand, Europcar carried out over 2.4 million rentals in the two the terms of the agreement, the partners will take a coordinated countries in 2008, generating €89 million in revenue. approach to global corporate accounts and offer a harmonized loyalty program to all their customers. Elis Strengthening of Europcar’s presence in Asia-Pacific and Elis acquired six companies, four in France, one in Spain and setting up of direct business in Australia and New Zealand one in Germany, allowing the Group to strengthen its position in Europcar’s acquisition of the Australia and New Zealand these countries. It also hired several hundred new sales agents subsidiaries of its master franchisee in the Asia-Pacific region, as in France.

1.1.2 Reduction of positions in listed shares in which Eurazeo is a passive investor

DISPOSAL OF AIR LIQUIDE SHARES TRANSFER OF THE ST AK E IN DANONE As at January 1, 2008, Eurazeo had a 5.6% stake in Air Liquide, Eurazeo proceeded with the contribution and disposal of all of representing 13,305,844 shares (before taking into account the its shares in Danone to its wholly-owned subsidiary, Legendre 1 for 10 granting of bonus shares). The Air Liquide shares were Holding 22 (LH22). This transaction enabled Eurazeo to create a partly acquired in 2006, with most of the acquisition taking place dedicated financing of €708 million for LH22, non recourse against during Summer 2007. Eurazeo. It generated a capital gain in the company accounts, which led to the recognition of a tax of €16.4 million. As part of the optimized disposal program of these shares announced in June 2008, Legendre Holding 11 sold all its shares in At the end of 2008, Legendre Holding 22 disposed of 766,373 Danone Air Liquide for €1,258.7 million for a capital gain of €53.4 million and shares for a consolidated capital gain of €28 million. an IRR of 4.8%. The average sale price per share was €86.18.

DISPOSAL OF STAKE IN VEOLIA ENVIRONNEMENT Eurazeo sold its entire stake in Veolia Environnement for €463.9 million, generating capital gains of €221.4 million and an IRR of 22.1%. These securities benefited from the hedge put in place in the summer of 2007 and most of them were sold for €49.50 each.

8 Eurazeo • 2008 Annual Report • Volume 2 WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2 EXECUTIVE HIGHLIGHTS 1 BOARD’S REPORT

1.1.3 Threshold crossing (Article L. 233-6 of the French Commercial Code)

In accordance with Article L. 233-6 of the French Commercial Code, I In a letter dated July 24, 2008 (AMF notice 208C1434), the report of the Executive Board submitted to the Shareholders’ Legendre Holding 19 (which is controlled by Eurazeo) and the Meeting must make reference to (i) the acquisition during the Luxembourg-registered companies ColDay S.àr.l and ColTime year of any ownership interest in a French company, where such S.àr.l declared that on July 22, 2008, they jointly exceeded the ownership represents more than one twentieth, one tenth, one fifth, threshold of 20% of the share capital in Accor, and together one third or half of the share capital (or voting rights) of the company held 48,441,228 Accor shares with an equivalent number of concerned, and (ii) the acquisition of any controlling interest in such voting rights, i.e. 21.05% of share capital and 18.91% of voting a company. rights in this company. On this date, Legendre Holding 19 alone held 22,561,291 Accor shares, i.e. 9.80% of the share capital I In a letter dated January 31, 2008 (AMF notice 208C0225), the and 8.80% of voting rights in this company. Luxembourg-registered company Eurazeo Real Estate Lux S.àr.l (which is controlled by Eurazeo), the Luxembourg-registered I In a letter dated August 11, 2008 (AMF notice 208C1529), company ColTime S.àr.l and the Luxembourg-registered Legendre Holding 19 (which is controlled by Eurazeo) declared company Lifetime Holdings declared that on January 28, that on August 6, 2008, it exceeded the threshold of 10% of the 2008, they had jointly exceeded the 5% and 10% thresholds share capital in Accor and alone held 22,561,291 Accor shares of the share capital and voting rights in Accor, and together with an equivalent number of voting rights, i.e. 10.05% of the held 25,719,091 Accor shares with an equivalent number of share capital and 9.01% of voting rights in this company. This voting rights, i.e. 11.19% of the share capital and 10.03% of threshold was crossed as a result of a change in the number voting rights in this company. of shares making up the share capital of Accor.

On this date, Eurazeo Real Estate Lux S.àr.l alone held I In a letter dated November 19, 2008 (AMF notice 208C2084), 1,640,000 Accor shares, i.e. 0.71% of the share capital and Eurazeo declared that on November 16, 2008, it exceeded the 0.64% of voting rights in this company. threshold of 10% of voting rights in Cegid Group, and at this date held 639,432 Cegid Group shares, i.e. 6.93% of the share These thresholds were crossed as a result of (i) the agreement capital and 10.88% of voting rights in this company. entered into on January 27, 2008 by ColTime S.àr.l and Eurazeo Real Estate Lux S.àr.l at the same time as the direct acquisition This threshold was crossed as a result of the allocation of by Eurazeo Real Estate Lux S.àr.l of a holding in Accor double voting rights in recognition of having been a registered corresponding to a part of that it already held via ColTime S.àr.l, Cegid Group shareholder for over four years. Most of these (ii) the agreement between ColTime S.àr.l and Lifetime Holdings shares have since been sold (see section 3.3.1 “Agreements declared on October 18, 2007 and (iii) the fact that, under the reported to the A M F ” page 235). terms of the agreement between ColTime S.àr.l and Lifetime I In a letter dated December 24, 2008 (AMF notice 208C2342), Holdings, Eurazeo and Lifetime Holdings also acknowledged Legendre Holding 19 (which is controlled by Eurazeo) and the to act in concert. Luxembourg-registered companies ColDay S.àr.l and ColTime I In a letter dated May 2, 2008 (AMF notice 208C0828), Legendre S.àr.l declared that on December 23, 2008, they jointly exceeded Holding 19 (which is controlled by Eurazeo) declared that on the threshold of 20% of voting rights in Accor, and together held April 28, 2008, it exceeded the thresholds of 5% of the share 50,231,228 Accor shares with an equivalent number of voting capital and voting rights in Accor, and at April 28, 2008 held rights, i.e. 22.38% of the share capital and 20.04% of voting 13,136,418 Accor shares with an equivalent number of voting rights in this company. On this date, Legendre Holding 19 alone rights, i.e. 5.71% of share capital and 5.12% of voting rights in held 23,061,291 Accor shares, i.e. 10.28% of the share capital this company. and 9.20% of voting rights in this company.

On May 2, 2008, Legendre Holding 19 alone held I In 2008, Eurazeo incorporated the following companies, in 19,561,291 Accor shares, i.e. 8.50% of the share capital and which it maintains a controlling interest: 7.62% of voting rights in this company. - Legendre Holding 23, wholly-owned by Eurazeo, I In a letter dated June 12, 2008 (AMF notice 208C1149), - Legendre Holding 24, wholly-owned by Eurazeo, Legendre Holding 22 (which is controlled by Eurazeo) declared that on June 9, 2008, it exceeded the thresholds of 5% of the - Legendre Holding 25, wholly-owned by Eurazeo. share capital and voting rights in Groupe Danone, and held 27,951,990 Groupe Danone shares, i.e. 5.44% of share capital and 5.22% of voting rights in this company. The se thresholds were crossed as a result of the disposal and contribution in kind of Groupe Danone shares by Eurazeo to Legendre Holding 22.

Eurazeo has not crossed any threshold as a result of this transaction.

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1.2 ONGOING INVESTMENTS

Although there are currently several investment projects in the pipeline, none of them are advanced enough to be finalized in the near future.

1.3 POST-BALANCE SHEET EVENTS

Legendre Holding 22 (LH22) disposed of 578,691 Danone shares Board meeting. The Board of Directors, at its meeting of March 12, at the beginning of January 2009. These disposals made the Group 2009, determined the list of persons that will be submitted for the fall below the threshold of 5% only of voting rights as of January 9, approval of shareholders. In particular, the next Shareholders’ 2009. After the disposals carried out in December 2008 and Meeting will be asked to appoint Virginie Morgon as Director . This January 2009, LH22 owns 26,606,926 Danone shares, representing will give Eurazeo two seats on the Board. 5.18% of capital and 4.94% of voting rights. Additional temporary and remunerated collateral of €200 million was On January 15, 2009, Eurazeo refunded €100 million, thereby pledged in the 4th quarter 2008 to support the investment in Accor. entirely rebuilding the drawdown capacity of its syndicated loan, This early decision helped avoid changes in price levels, which i.e. €1 billion. would have set off margin calls. In the first quarter, given changes in market value. Total collateral was reduced to €157.0 million, with At the end of February 2009, the Chairman of the Board of Directors Eurazeo’s stake totaling €136.9 million. of Accor and five other Directors resigned after the majority of the Accor Board member’s voted to bring down the number of Directors As for Danone, additional collateral of €100 million was voluntarily to a maximum of 13 members and to end the separation of the raised in early 2009, bringing total contributions to €150 million. functions of the Chairman of the Board and Chief Executive Officer. This additional temporary and remunerated collateral could Acknowledging this decision, the Board of Directors appointed be recovered depending on changes in the Danone and Accor Gilles Pélisson as its new Chairman. It asked the new Appointment share prices. Committee , whose five members were all independent Directors, to create the list of appointments that will be submitted at the next

1.4 OUTLOOK

In the current economic climate, the companies in which Eurazeo resources to support the expansion of the companies in its portfolio has invested put in a lot of effort into increasing their market share and to seize any attractive opportunities that may arise. and maintaining their margins. Moreover, Eurazeo has enough

10 Eurazeo • 2008 Annual Report • Volume 2 WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2 EXECUTIVE FINANCIAL PERFORMANCE 2 BOARD’S REPORT

2 FINANCIAL PERFORMANCE

2.1 EURAZEO CONSOLIDATED EARNINGS

The annual consolidated financial statements of Eurazeo Group I perpetuity growth rate: a 2% rate was generally used. were prepared according to the same accounting policies used in Using the methodologies described above, the impairment tests for 2007. The adoption by the European Union of new standards or of goodwill and intangible assets with an indefinite useful life resulted amendments to existing standards did not have any impact on the in an additional impairment loss of €13.3 million on APCOA (Norway Eurazeo Group’s consolidated financial statements. cash-generating unit (CGU)) in the second half of 2008. This was The main closing options concerned the valuation of financial assets added to the €63.5 million that had booked for the first half of and the impairment tests on goodwill and intangible assets with an 2008 to reflect the under performance that had been observed, indefinite useful life. mainly in the UK. This brought APCOA’s impairment loss for 2008 to €76.8 million. The impairment tests for the other consolidated With the current financial and economic crisis, the Group companies concerned did not result in an impairment loss since embarked on the valuation of certain asset classes as from the discounted cash flow projection was higher than the book value November 2008: of the assets tested. I goodwill and intangible assets with an indefinite useful life. For consolidated affiliates, in particular, investments in Rexel and Impairment tests were performed by the various consolidated Accor, the recoverable amounts were significantly higher than the affiliates concerned, based on the value in use, which is an company and consolidated cost prices while the price of these two estimate of the present value of future cash flows; affiliates dropped sharply in 2008 (Rexel) or since the creation of I investment buildings: as with each closing date, two specialized the affiliate (Accor). firms conducted an appraisal based on multiple criteria A sensitivity analysis of these two different parameters (WACC, approach; perpetuity growth rate) is presented in the notes to the consolidated I investment in associates – mainly Rexel and Accor: with the financial statements. significant slump in stock prices since the summer, impairment The ANF investment properties were valued, as with each year-end tests were based on an estimate of the recoverable value of closing, by two independent experts, Jones Lang LaSalle and Atis these assets, which is itself based on an estimate of the present Real using a multiple criteria approach: value of future cash flows; I booking under assets of rental revenue for the Lyons and I available-for-sale financial assets – mainly Danone, Gruppo Marseilles properties; Banco Leonardo, Station Casinos and the Colyzeo I and Colyzeo II funds: the valuation was based on the stock price I comparison to market prices per m2 for the Haussmann-style for listed assets (Danone) or external data (Gruppo Banco properties in Lyons and Marseilles; Leonardo, Colyzeo I and Colyzeo II and Station Casinos). I the developer’s balance sheet method for land. To determine the current values of future cash-flows used for the The value of the historic assets of (1) ANF amounted to €1,074.1 million, impairment tests of investments consolidated under the equity representing a creation of value of €36.7 million for the year. The method, goodwill and intangible assets with an indefinite useful methodologies applied and a sensitivity analysis of the change life, the following assumptions were used: in rates of return are presented in the notes to the consolidated I discount rate (WACC): the Group asked a specialized consulting financial statements. firm to help with the creation of a Group-wide methodology for For financial assets classified as “available for sale”, it was decided (i) calculating the WACC; given the change in the share price of assets held by the Colyzeo II I cash flow: a budget and a five-year plan (except for APCOA, funds and (ii) given the sharp downturn of the casino business which includes an additional projection plan) were developed in Las Vegas for the investment in Station Casinos, to carry out in close collaboration with the Eurazeo investment teams as an impairment on the two investments amounting to €53.3 million well as the managements and financial teams of the companies for Colyzeo II (i.e. approximately 50% of the investment) and concerned. The key assumptions of these business plans are a €144.6 million for Station Casinos (the entire investment). With slow upturn in business growth in 2010 and a return to normal respect to the investment in Danone, the cost in the consolidated business activity in 2011/2012; financial statements is much lower than the share price as at December 31, 2008. I terminal value: Residual value is calculated on the basis of normative data capitalized by the perpetuity growth rate; In total, the amount of impairment in value (APCOA – Colyzeo II – Station Casinos) was €274.7 million. (1) Excluding the hotels of B&B Hotels.

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2.1.1 Factors with an impact on earnings

There was a consolidated net loss, including the share of I €495.8 million of net financial cost versus €353.5 million in minority interests and interests related to the Limited Partnership 2007. This increase is mainly the result of the full-year effect of fund, of €71.1 million as at December 31, 2008, compared with the acquisitions of APCOA (April 2007) and Elis (October 2007) €1,138.5 million (1) the previous year, reflecting: and the loans taken out in 2008 to finance the Accor, Danone and Station Casinos securities; I €495.4 million of pre-tax operating income compared with €1,460.4 million as at December 31, 2007, which mainly included I Income of €78.4 million from equity affiliates against €836 million of capital gains achieved during the disposal of €106.1 million in 2007, which had included a non-recurring Eutelsat Communications and Fraikin; Operating income for dilution profit of €32 million from the Rexel IPO. The Accor 2008 includes capital gains from the sale of interests in Veolia group contributed €22 million after it entered the consolidation (€145.1 million after tax) and Air Liquide (€35 million after tax) scope on July 1, 2008; sold under excellent conditions, in particular as a result of I A €89.7 million tax expense against €67 million as at hedges set up for Veolia and the optimized disposal program December 31, 2007. This increase is mainly linked to the for Air Liquide. Operating income was also increased with the standard rate taxation of the capital gains from the sale of assignment of non-recurring items such as the impairment of Veolia shares, which did not benefit from the tax benefits to APCOA’s goodwill and available-for-sale financial assets of which parent corporations are entitled, following a change in Station Casinos and Colyzeo II amounting to €274.7 million. tax legislation at the end of 2006. It must also be pointed out that the 2008 operating income included the amortization of commercial contracts recognized There was a consolidated net loss, after minority interests, of as assets during the allocation of the goodwill of APCOA and €61.0 million against €901.1 million in fiscal 2007. Elis amounting to €70.4 million;

(1) Data restated with the effect of the final allocation of goodwill.

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Income Income of Income of of “Holding” “Property” Private Equity (In millions of euros) investments investments investments Total 2008 Total 2007 Revenue from continuing operations and other income 400.6 - - 400.6 - Of which Recurrent dividends 76.8 - - 76.8 - Of which disposal of Veolia 221.4 - - 221.4 - Of which disposal of Air Liquide 53.4 - - 53.4 - Of which disposal of Danone 28.0 - - 28.0 - Disposal of Eutelsat and Fraikin - - - - 836.0 Overhead costs (48.3) - - (48.3) - Operating income* 352.3 81.4 485.1 918.8 1,586.6 Net debt servicing cost (34.3) (22.6) (438.9) (495.8) (353.5) Other financial income and expenses (21.5) (3.1) (34.6) (59.3) (7.5) Tax expense (96.2) 1.7 (19.4) (113.9) (73.9) Income before depreciation and amortization** 200.2 57.4 (7.8) 249.8 1,151.7 Group share 206.4 32.6 (0.6) 238.4 912.1 Minority interests (6.2) 24.8 (7.2) 11.4 239.6 Impairment of APCOA goodwill - - (76.8) (76.8) - Amortization of APCOA - - (12.9) (12.9) (5.8) Amortization of Elis - - (57.5) (57.5) (14.4) Impairment of Station Casinos - (144.6) - (144.6) - Impairment of Colyzeo II - (53.3) - (53.3) - Tax impact of adjustments - - 24.2 24.2 6.9 Total adjustments (197.9) (123.0) (320.9) (13.2) IFRS consolidated income 200.2 (140.5) (130.8) (71.1) 1,138.5 Group share 206.4 (165.3) (102.1) (61.0) 901.1 Minority interests (6.2) 24.8 (28.7) (10.0) 237.4 * Including income (loss) of equity affiliates and before amortization of commercial contracts, impairment of available for sale investments as well as impairments of goodwill differences. ** Amortization of commercial contracts, impairment of available for sale investments as well as impairments of goodwill .

Attributable profit was €238.4 million, restated by depreciation of intangible assets and available-for-sale financial assets, as well as the depreciation of goodwill assigned.

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2.1.2 Analysis of growth and profitability

The Eurazeo Group’s consolidated revenue for 2008 overshot the resilience of the Group’s business to the current economic the €4 billion mark for the first time to stand at €4,054 million. It situation. Revenue increased by 1.7% in pro forma figures and at increased considerably by 35.4% on a reported basis, reflecting constant exchange rates. the Group’s ability to successfully integrate acquisitions, through

Change in Change in Consolidated revenue 2007 2006 2008/2007 2007 2006 2008/2007 (In millions of euros) 2008 announced announced announced pro forma pro forma pro forma Holding 92.7 71.7 59.1 29.3% 71.7 59.1 29.3% Eurazeo 59.9 60.1 56.8 -0.4% 60.1 56.8 -0.4% Other 32.8 11.6 2.3 n/a 11.6 2.3 n/a Real Estate 31.5 47.4 24.4 -33 .5 % 42.5 24.4 -25.8% ANF 30.3 30.2 24.4 0.4% 25.3 24.4 19.8% Other (Eurazeo Real Estate Lux) 1.2 17.2 - n/a 17.2 - n/a Private Equity 3,929.7 2,874.3 1,805.6 36 .7 % 3,870.7 2,256.5 1.5% APCOA 642.1 413.4 - n/a 634.5 336.5 1.2% B&B Hotels 161.6 150.3 90.9 7.5% 150.3 90.9 7.5% Elis 1,031.2 251.5 - n/a 1,001.6 234.9 3.0% Europcar 2,091.3 1,926.5 945.3 8.6% 2,084.3 1,471.7 0.3% Fraikin - 132.4 769.4 n/s - 122.5 n/s Other 3.5 - n/a - - n/a TOTAL 4,054.0 2,993.4 1,889.1 35.4% 3,985.0 2,340.0 1.7%

Since 2005, consolidated revenue has increased nearly six fold, from The Real Estate business posted a loss of €165.3 million as a result €689.7 million to €4,054 million and at an annual average growth of the impairment of Colyzeo II and Station Casinos available- rate of 80.5%. Eurazeo is therefore a group that has undergone very for-sale assets of €197.9 million. With respect to the real estate profound changes and has succeeded in building solid positions subsidiary ANF, the increase in value of its historic assets, buildings from which it can continue to develop its future. located in Lyons and Marseilles, was €36.7 million in 2008. Before the impairment s on Colyzeo II and Station Casinos, this business The change in the business of the companies of the Group is contributed €32.6 million to attributable operating income. analyzed on pages 17-21 of this document. Lastly, the Private Equity business posted a loss of €102.1 million, There was a net loss after minority interests of €61 million, i.e. -€1.15 mainly the result of the €76.8 million impairment of APCOA’s per share in 2008, against a net profit of €901.1 million, i.e. €17.11 goodwill. The amortization of commercial contracts booked as adjusted per share in 2007. assets during the allocation of the goodwill of APCOA and Elis The Holding business contributed €206.4 million primarily from also had an impact on the contribution of this business in 2008. the capital gains achieved from the sale of Veolia and Air Liquide After being restated for the amortization on intangible assets and securities. the allocation of assigned goodwill, this business was close to breakeven in 2008 (-€0.6 million).

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The key indicators concerning the consolidated accounts of the Eurazeo Group over the last three fiscal years were:

2006 2007 2008 Real Private Real Private Real Private (In millions of euros) Holding Estate Equity Total Holding Estate Equity Total Holding Estate Equity Total Revenues Reported revenues 59.1 24.4 1,805.6 1,889.1 71.7 47.4 2,874.3 2,993.4 92.7 31.5 3,929.7 4,054.0 Pro forma revenues 59.1 24.4 2,256.5 2,340.0 71.7 42.5 3,870.7 3,985.0---- Income Operating income 80.5 170.5 230.5 481.5 43.5 299.3 1,117.6 1,460.4 352.3 (116.4) 259.5 495.4 Operating income after minority interests 75.8 153.0 176.7 405.6 50.2 227.4 903.4 1,181.0 362.1 (142.7) 222.1 441.5 Net income 61.1 143.9 146.8 351.8 (2.3) 273.8 867.0 1,138.5 200.2 (140.5) (130.8) (71.1) Net income after minority interests 60.2 126.3 119.6 306.1 11.0 206.3 683.7 901.1 206.4 (165.3) (102.1) (61.0) Shareholders’ equity Shareholders’ equity* 3,879.2 642.7 335.3 4,857.2 4,816.5 1,067.5 306.6 6,190.6 4,028.0 822.1 (130.1) 4,720.0 Equity attributable to equity holders of the parent 3,828.1 583.7 136.3 4,548.1 4,550.9 671.1 195.7 5,417.7 3,644.8 418.6 (136.8) 3,926.6 Data per share (in euros) Operating income after minority interests(1) 1.4 2.9 3.3 7.6 0.9 4.3 17.0 22.2 6.8 (2.7) 4.2 8.3 Net income after minority interests(1) 1.1 2.4 2.2 5.7 0.2 3.9 12.8 16.9 3.9 (3.1) (1.9) (1.1) Equity attributable to equity holders of the parent(2) 72.0 11.0 2.6 85.5 85.6 12.6 3.7 101.9 68.5 7.9 (2.6) 73.8 Ordinary dividend(3) 1.1 1.2 1.2 (1) On the basis of the weighted average number of shares outstanding at December 31, 2008, i.e. 53,248,232 shares. (2) On the basis of 53,188,698 shares outstanding on December 31, 2008. (3) 2008 dividend proposed at the Shareholders' Meeting . * Including interest related to the Limited Partnership fund.

2.1.3 Financial structure

CONSOLIDATED SHAREHOLDERS’ EQUITY Consolidated shareholders’ equity, including minority interests, interests relating to the Limited Partnership fund and the year’s The Group share of equity in terms of stock totaled €73.8 per share income, amounted to €4,720 million as at December 31, 2008, or as at December 31, 2008 (€3,926.6 million) against €101.9 after €88.7 per share, compared with €6,190.6 million as at December 31, adjustment of the share at December 31, 2007 (€5,417.7 million). 2007, or €116.4 adjusted, after the one-for-twenty stock dividend. The €28.1 decrease per share is mainly attributable to the drop in the revaluation of the available-for-sale securities after the drop in the share price in 2008 and to the disposals made, and also to FINANCING STRUCTURE AND SOURCE OF FUNDING the accounting of the change in translation reserves and hedging Eurazeo’s consolidated net cash increased from €635 million as reserves. at December 31, 2007 to €650 million as at December 31, 2008, boosted by a sustained level of cash flow from investment and financing activities.

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Net cash flows from operating activities showed €1,094 million from financing activities mainly concerned the payment of Eurazeo’s of cash against €674 million in 2007. The change was mainly 2007 dividend and equity purchases carried out in 2008. due to changes in the consolidation scope . The €491.9 million The cash flow statement can be found on pages 122 and 123 of change in working capital requirement is mainly from Europcar this document. after a significant adjustment of the size of its vehicle fleet as at December 31, 2008. Eurazeo’s consolidated debt dropped from €7,967.7 million as at December 2007 to €7,634.3 million as at December 31, 2008. Cash flow from investing and divesting activities concerned the This drop is due to the refunding of the Veolia financing and the increase in stake in Accor of €1,097.9 million (net of dividend) via greater part of the syndicated loan offset by the accounting of the Legendre Holding 19 and the disposals of Veolia Environnement financing of the investment in Accor, and to the financing set up shares, which brought in €463.9 million and Air Liquide shares for on the Danone line through its wholly-owned subsidiary Legendre €1,258.7 million. Holding 22. These two loans are non recourse against Eurazeo . The Cash flow from financing activities mainly concerned the breakdown of the Group’s debt, the commitments related to the €537.0 million debt contracted for the investment in Accor and consolidated debt and the liquidity risks are presented on page 57 the €708.2 million debt contracted for the share transfer made of this document. Information on interest rate risk management before the sale of the Group’s stake in Danone to the wholly-owned can be found in paragraph 4.3.1 “Market risks” on pages 55 and subsidiary Legendre Holding 22. This operation enabled Eurazeo to 56 of this document. pay back the greater part of the syndicated loan. Other cash flows

The changes in Eurazeo’s financial situation are presented below:

2006 2007 2008 Holding Real Private Holding Real Private Holding Real Private (In millions of euros) Sector Estate Equity Total Sector Estate Equity Total Sector Estate Equity Total Cash management financial assets 62.2 - 48.6 110.8 9.9 - 56.4 66.3 - - 93.4 93.4 Cash and cash equivalents 217.1 5.1 250.6 472.8 185.9 61.1 418.8 665.8 268.0 25.9 413.9 707.8 Cash 279.3 5.1 299.2 583.6 195.8 61.1 475.2 732.1 268.0 25.9 507.3 801.2 Interest-bearing loans and borrowings due in more than one year 467.1 156.1 824.8 1,448.1 1,216.8 411.9 3,490.3 5,119.0 860.3 591.2 4,004.9 5,456.4 Bank overdrafts and loans due in less than one year - 0.6 2,135.9 2,136.5 426.8 - 2,421.9 2,848.7 - 0.8 2,177.1 2,177.9 Debt 467.1 156.7 2,960.7 3,584.6 1,643.7 411.9 5,912.2 7,967.7 860.3 592.0 6,182.0 7,634.3 Cash proceeds (1) 0.2 3.3 5.1 8.6 (22.3) 2.9 16.8 (2.6) 39.7 0.6 3.6 43.9 Gross debt servicing cost (12.3) (4.4) (145.5) (162.2) (45.2) (8.2) (297.5) (350.9) (74.0) (23.2) (442.5) (539.7) Net debt servicing cost (12.1) (1.1) (140.4) (153.6) (67.5) (5.3) (280.7) (353.5) (34.3) (22.6) (438.9) (495.8) (1) Including proceeds and expenses resulting from traded derivatives.

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2.2 EURAZEO’S PARENT COMPANY EARNINGS

The net income for the parent company stood at €478.3 million as at for €221.4 million and after the sale of the Group’s stake in December 31, 2008 against €680.8 million in 2007, and included: Danone to the wholly-owned subsidiary Legendre Holding 22 for €854.1 million offset by a provision for depreciation of I net income from investments was €23.6 million against Legendre Holding 22 securities received in exchange for the €336.1 million as at December 31, 2007. Earnings for 2007 contribution of €353.7 million (reflecting the drop in the Danone included €314.4 million of dividends from BlueBirds/RedBirds share price since the transfer) and €146.0 million of provisions representing the share of capital gains from the disposal of following the long-term depreciations of investments in Station Eutelsat; Casinos and Colyzeo II. I net income from financial and non-recurring operations of €454.7 million compared with €344.7 million in 2007 that mainly comprises net capital gains from the disposal of Veolia shares

The key indicators concerning the consolidated accounts of the Eurazeo company financial statements over the last three fiscal years were as follows:

(In millions of euros) 2006 2007 2008 Revenue Reported revenues 248.9 412.8 99.7 Income Net income from investments 200.9 336.1 23.6 Net income 241.6 680.8 478.3 Shareholders’ equity Shareholders’ equity 2,675.8 3,250.2 3,551.8 Data per share (in euros)(1) Net income from investments 3.6 6.1 0.4 Net income 4.4 12.3 8.6 Shareholders’ equity 48.4 58.8 64.2 Ordinary dividend(2) 1.1 1.2 1.2 (1) On the basis of 55,296,275 shares comprising the share capital. (2) 2008 dividend proposed at the Shareholders' Meeting .

2.3 PERFORMANCE OF MAIN SUBSIDIARIES

Holding company activity

In addition to the highlights described in paragraph 1.1.2, Eurazeo As at December 31, 2008, EP had called 76% of the funds raised Partners (EP), formerly known as Eurazeo Co-Investment Partners from 30 investors. (ECIP), Eurazeo’s co-investment fund, continued its activity in The available balance amounted to €119.5 million as at December 31, 2008. 2008, including €111.2 million was from sources outside Eurazeo. The Company has invested, in addition to Eurazeo’s investment, up to 16.67% (or 1/6th) in each new private equity venture.

Since its creation, EP(1) has assisted Eurazeo in its investments in Europcar (€117.2 million), Elis (€78.5 million), Financière Truck (Investissement) (€9.7 million), APCOA (€65.9 million) and the Italian investments (Sirti and Intercos: €19.5 million) and Accor (€105.4 million).

(1) Including co-investors in excess of EP maximum share of €75 million per investment, except for exemptions.

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Private Equity business

APCOA ELIS Good resilience and a new commercial momentum. Increasing EBITDA in a context of of rising costs Impairment of goodwill of €76.8 million Elis entered the consolidation scope on October 1, 2007 and The car park management company APCOA, which has been part contributed up to €1,031.2 million to Eurazeo’s 2008 revenue, of the consolidation scope since May 1, 2007, posted revenue of which made the Group cross the €1 billion mark for the first time. €642.1 million in 2008, up 9.0% compared with 2007. On a pro Its revenue increased by 4.2% compared with the first half of 2007. forma basis and at a constant exchange rate, adjusted for the On a pro forma basis, 2008 revenue grew by 3.0%. new accounting of BAA contracts(1), each of the six regions of the In 2008, Elis continued its targeted acquisitions policy and completed APCOA group contributed to a steady growth of 5.3% for the Group six acquisitions with annualized revenues of €17 million. in 2008. In France, business continued at a steady pace thanks to an In the first half of 2008, revenue was affected by the disappointing excellent start to the Hospitality Catering sector. The downturn in performance of the English subsidiary, which suffered from the this business during the year slowed down the growth of revenue, under-performance of a number of contracts (notably in ground- especially during the fourth quarter. level parking), the change in management mode of a major contract (only the management fees received from the owner of the car park On the international market, each of the main countries contributed are now recorded as revenue) and the weakening of the pound to the increase in revenue, with a 7.3% in revenue over 2007. sterling against the euro. In the fourth quarter, revenue continued to grow at 2.6% in reported The British management team has been fully renewed in the past figures and 1.6% on a pro forma basis with acquisitions. Over this twelve months, and thanks to the measures taken, APCOA has period, Elis made two acquisitions of companies specialized in flat been able to regain its sales momentum. linen, one in Brittany and the other in Spain, for a full-year revenue of €7 million. As a result of the aforementioned circumstances impairment of APCOA’s goodwill by €63.5 million has been recorded in the first Elis’ EBITDA climbed 2.8% from €318 to €327 million. This was half year. limited by rising payroll costs following two successive increases in the minimum wage (SMIC) in France and rising energy costs, Although the second half of 2008 was marked by a slowdown which could not be partially offset by price hikes. Elis also reinforced of economic activity in Europe, which affected certain airports its sales team by recruiting about a hundred new employees in and shopping centers, APCOA performed very well in the fourth France in 2008, in order to continue its development and increase quarter with a 10.5% pro forma growth at a constant exchange its penetration. The EBITDA margin remained flat at 32% excluding rate, adjusted for the new accounting of BAA contracts. The fourth the energy impact. quarter particularly confirmed the return of a sustained growth momentum in the UK after a profound restructuring in 2008.

In the second half, there was an additional impairment of REXEL €13.3 million that brought the total impairment recognized in 2008 Earnings bear up in 2008, despite a deteriorated to €76.8 million. environment APCOA’s EBITDA adjusted by exceptional factors climbed 8.7% Rexel recorded an annual revenue of €12,862 million, up 20.2% on in 2008 climbing from €57.5 to €62.5 million (€65.6 million in a reported basis. Changes in scope contributed €2,592 million to reported figures). The increase was 11.3% at constant exchange this performance, while unfavorable monetary fluctuations, mainly rates. Between 2007 and 2008, EBITDA grew by an estimated the depreciation of the US dollar against the euro, reduced it by 2-3% at constant scope and exchange rates. Although the unstable €402.7 million. economic environment of the second half had an impact on certain market segments, such as airports (mainly in Germany and Norway) Sales for 2008 slipped by 0.8% on a comparable same-day basis. or shopping centers, APCOA managed to maintain growth over the Although they had grown by 1.6% as at September 30, 2008, the thanks to the excellent performance of segments such as hospitals global economic slowdown led to a significant drop in sales in the and certain city centers as ell the development of new contracts fourth quarter (6.7%), roughly a third of which was caused by the in different countries. sharp drop in copper cable prices.

The Group’s sales dynamism was seen in the more than 100% In Europe, revenue dropped 0.7% on a comparable same-day basis increase in EBITDA from new contracts in 2008 compared to 2007, for the year with a sharp drop of 6.5% in the fourth quarter, reflecting thanks in particular to large contracts signed in Germany and in the economic slowdown in all countries. the UK.

(1) BAA: British airport management company.

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In North America, the excellent performance posted in Canada As it had been announced in November, there was a clear downturn (4.2% for the period, 7.1% in the fourth quarter) was clouded by the of business in the fourth quarter. Turnover dropped by 2.2% on the effects of the recession in the United States (a 3.9% drop for the basis of figures published in 2007. On a pro forma basis, revenues, year and a 11.5% drop in the fourth quarter). In all, North American fourth-quarter revenues dropped 9.5% at constant exchange rates sales slipped 2.2% for the year and 7.9% in the fourth quarter. and 13.5% at current rates.

In Asia-Pacific, there was sustained organic growth of 5.9% for In the fourth quarter, however, the rapid reduction in the fleet made it 2008 despite a slowdown of 0.6% in the fourth quarter. possible to limit the effects of the significant contraction in demand on performance. In this context, Europcar is reinforcing operational In a deteriorated environment, Rexel refocused its priorities around improvement programs that have been already launched. Europcar’s cost control and cash management, which enabled it to reduce balance sheet remains solid, mainly thanks to commitments to buy the Group’s financial leverage ratio by 3.60x at the end of the year back vehicles of its fleet made by car manufacturers. Europcar also (Adjusted net debt / Adjusted EBITDA) for a banking commitment of has a secure financing plan for its vehicles until 2011 and a solid 4.75x. Rexel’s liquidity was also significantly higher than the refund liquidity position. installments of the Senior Debt by the end of 2011. Europcar continued its external growth strategy in 2008 with the Net earnings for the year jumped 61% to €230.2 million: acquisition of the Europcar franchise network in the Asia-Pacific I operating income before amortization and other income and zone. This last acquisition accounted for €58 million consolidated expenses decreased by an estimated €60.9 million through the revenues in 2008 over a period of eight months. non-recurrent effect on inventories of copper-based product On an adjusted pro forma basis and at a constant exchange rate, price fluctuations; EBIT reached €253 million in 2008 versus €298 million in 2007. I other income and expenses represented a net expense of Reducing the operating margin from 14.1% in 2007 to 11.9% in 2008 €76.6 million: in 2008, capital gains on disposals (€119.9 million) reflects the clear slump in demand starting from September, which were overshadowed by restructuring costs (€75.6 million, impacted revenues, and the increase in fleet holding expenses, including €27.7 million linked to the consolidation of which could not be fully offset by the considerable productivity Hagemeyer) and by the impairment of goodwill and assets for gains generated by the Group throughout the year and synergies €97.1 million); from the consolidation of companies acquired in 2006 and 2007. However, the Company’s ability to maintain a policy of buy back I net financial income was €210.2 million against €319.2 million purchasing for more than 90% of its fleet enabled it to limit the as against in 2007, which was a year during which refinancing value risk on the fleet, all the while preserving an average age of costs of the debt incurred after the IPO were recorded. nearly 4 months. In the fourth quarter, €125 million of non-recurring expenses net of taxes (comprising the effect on inventories of fluctuations in the price of copper-based cables, depreciations of goodwill and assets, B&B HOTELS particularly in Spain, and restructuring costs) led to a posting of a Strong operating performance and development net loss (Group share) of €62.8 million. of its hotel portfolio As the Rexel subgroup was accounted for under the equity method B&B Hotels posted revenues of €161.6 million in 2008, up 7.5% on through Ray Investment S.àr.l, the contribution to group share of net 2007. The chain now has 196 hotels, including 179 in France and income of this investment reached €61.2 million in 2008, compared 17 in Germany. with €100.1 million as at December 31, 2007. It included a dilution profit of €63.3 million (Group share) or €32 million after deducting In France, the Group opened 4 new hotels (Aulnay-sous-Bois, Lille- IPO and refinancing expenses. Euralille, Salon de Provence and Valenciennes) and revenues per available room (RevPar) increased by 2.2%. Revenues grew by 5.7% in 2008. The consolidation of the hotel group, Villages Hôtel, which EUROPCAR was acquired in 2007, was successfully completed. Confirmed leadership and control of operating costs The Group opened three hotels in Germany (Munich, Hamburg and Frankfurt) and RevPar (revenue per available room) increased by In 2008, Europcar’s consolidated revenue was €2,091.3 million, up 11.1%, resulting in 28.1% increase in revenue over 2007. 8.6% on the basis of reported figures of 2007. This increase reflects the full-year contribution of acquisitions made in 2007 (Vanguard B&B Hotels recorded a 6.2% increase in revenue in the fourth EMEA at the end of February 2007 and Betacar, consolidated as quarter, despite a generally deteriorated economic situation. These from the third quarter of 2007) and the acquisition of the Europcar excellent results are proof of the resilience of the budget hotel model franchisee in Asia-Pacific in May 2008, which more than offset in difficult times. the effects of the economic slowdown on the business of the last The level of operational return is still excellent, with EBITDA at more three months of the year. than 50% of revenues in France and more than 53% in Germany and On a pro forma basis, 2008 revenues dropped slightly by 0.5% at EBITDAR (EBITDA before rents) above 40% in the two countries. constant exchange rates, reflecting a stable number of rental days The development momentum of B&B Hotels involved a regular pace (up 0.2%) and daily revenue, but dropped by 3.2% at current rates of new hotel openings in fiscal 2008 in Germany and France, which with the drop in the pound sterling. brought the total number of hotels to 196 and the total number of

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rooms to 14,506. Development prospects are high, in particular with Group share of net income was €575 million, down 34.9% as the projects to build new hotels in France and Germany (owned by compared with fiscal 2007. This figure includes fewer capital gains the company and franchised through the partnership with Tank on disposals than in 2007: €150 million in 2008 against €481 million & Rast). The Group has also embarked on development in the the previous year. rest of Europe with projects currently being deployed in Italy and Given that the Accor sub-group had been consolidated under the Hungary, as well as the launch of the building of the first franchise equity method since July 1, 2008 via Legendre Holding 19, the hotel in Portugal. contribution of this investment to Group share of net income was €22 millions in 2008. ACCOR Accor maintains course by continuing to transform its two business lines Real estate Its consolidated revenue was €7,739 million, up 2.8% over the previous year constant scope and exchange rate and down 4.7% on a reported basis. Reported revenue for 2008 was adversely MAJORITY HOLDINGS: IMMOBILIÈRE BINGEN affected by many disposals of assets as well as currency effects (in particular the dollar and pound sterling). The 2.8% growth in AND ANF revenue excluding currency and scope effects is based on the Increase in appraised values in a depressed market sustained growth of Prepaid Services and the resistance of the budget hotel segment outside the United States. At the end of 2008, revenue was €59.1 million (before the restatement of B&B rents for the Eurazeo consolidation), up 92.3% and 17.3% The 12.9% increase in revenues from Prepaid Services on a at constant scope. comparable basis (10.5% on a reported basis) is in line with the medium-term organic growth targets that the Group has set for In Marseilles: rental income for 2008 totaled €16 million, up this business line (between 8 and 16%). 22.4% at constant scope C ommercial rents increased by 38.6%, demonstrating the successful marketing of the de la Vieux-Port - Revenues from the Hospitality business grew 2.1% at constant Sadi Carnot sector of Rue de la République. Projects delivered at scope and exchange rate and dropped 1% on a reported basis. the end of fiscal 2007 contributed nearly €1.3 million in new rent Growth was driven by the budget hotel segment excluding the in 2008. United States (up 3.2% on a comparable basis) and the upscale and mid-market hotel segment (up 2.6% on a comparable basis), In Lyons: rental income for 2008 totaled €14.9 million, up 12% at whereas revenue from the budget hotel segment slipped in by 2.1% constant scope. Commercial rents rose by 27% with the installations in the United States. of new shops and the revitalization of the City Hall - Opéra section of Rue de la République. The Group’s EBITDA stood at €2,290 million. The gross operating margin represents 29.6% of revenues, up by 1.0 points on a reported At the end of 2008, rents derived from the B&B portfolio accounted basis and 0.4 points on a comparable basis with 2007. for 48% of ANF rents, giving ANF a very high visibility on its cash- flows thanks to 12-year firm lease contracts and fixed and indexed The gross operating margin of Prepaid Services was 43.5% in rents. 2008, up 1.4 points on a comparable basis (+ 1.1 points in the first half and + 1.6 points in the second half), confirming the Given the 18% increase in rents at constant scope (92% on a excellent performance of this business on most of its markets. published basis), the operating margin was 73.4% compared with The transformation rate was 54.7%. 51.9% in 2007.

The Hospitality segment recorded a gross operating margin of 31.5% To finance short and medium-term development projects, ANF in 2008, up by 0.1 points on a comparable basis. It increased by has an available reserve of €100 million on its credit facility, which 0.1 points in the upscale and mid-market hotel segment excluding is enough to see it through to the end on ongoing projects. The currency and scope effects (+ 0.5 points in the first half and - 0.3 maturity of this credit is June 2014, without any refinancing before points in the second half) with a transformation rate* of 29.8%. this date. Gross operating margin increased by 0.6 points in the budget hotel The partnership (site development and hotel renovations) entered segment outside the United States on a comparable basis (+ 1.0 into with B&B is fully financed by a credit facility that will expire in points in the first half and + 0.3 points in the second half) with a December 2014. transformation rate of 56.6%. Operating margin slipped 1.3 points in the budget hotel segment in the United States at constant scope ANF and its parent company Immobilière Bingen contributed and exchange rates. €28.1 million to Eurazeo’s consolidated income at December 31, 2008. Eurazeo benefited from the significant increase in the value Pre-tax income and non-recurring items reached €875 million in of ANF’s properties (up €36.7 million excluding the revaluing of 2008, in line with the target set by the Group in October 2008. the B&B premises) after the work done by ANF: renegotiation of They increased by 13% (on a comparable basis and excluding the commercial leases, the enhanced value of properties, the vacating impact of the cost of the return to shareholders), of which 25.3% in of premises rented at well below market terms and, finally, the start the first half and 4.3% in the second half. of the development of ANF’s land bank assets.

* Change in gross operating income compared with change in revenues at constant scope and exchange rate.

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As at December 31, 2008, on the basis of appraisals conducted, OTHER REAL ESTATE INVESTMENTS: ANF’s assets were valued at €1,544 million including the B&B hotel EURAZEO REAL ESTATE LUX (EREL) chain, representing a 11% increase compared with December 31, AND OTHER REAL ESTATE SUBSIDIARIES 2007. This increase demonstrates the efforts made by ANF to increase the value of its assets, mainly in Marseilles and Lyons, in Eurazeo continued its real estate investments through EREL under an environment of rising capitalization rates in the region of 50 bp. its partnership with Colony Capital. Total investment made by EREL Based on these valuations, ANF’s net adjusted asset value was in the Colyzeo I and Colyzeo II structures amounted to €141.3 million €44.32 per share. as at December 31, 2008. Given the market trend since the summer and the weight of listed assets in the Colyzeo II fund, an impairment of €53.3 million was recognized as at December 31, 2008.

With respect to Station Casinos, the investment €144.6 million was completely impaired as at December 31, 2008 as a result of the deterioration of the economic situation in the Las Vegas region, which affected the casino business, the reduction in the market valuation of comparable companies and the slump of the real estate market.

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3 CORPORATE GOVERNANCE

3.1 MEMBERSHIP OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD AS AT DECEMBER 31, 2008

Name First name Business address Position at Eurazeo Independent* Supervisory Board members David-Weill Michel c/o Eurazeo, 32, rue de Monceau, 75008 Paris Chairman Laurent Jean Calyon, 9, quai du Président Paul Doumer, Vice-Chairman 92400 Courbevoie Bernheim Antoine Assicurazioni Generali SpA C/o Generali France, X 7, bld Haussmann, 75009 Paris Dupuy Noël CRCAM/Caisse Régionale du Crédit Agricole, 1, bld Winston Churchill, 37041 Tours Cedex Gandois Jean c/o Eurazeo, 32, rue de Monceau, 75008 Paris X Goblet d’Alviella Richard Sofina SA, 31, rue de l’Industrie, B-1040 Bruxelles, X Belgique Guyot** Hervé c/o Eurazeo, 32, rue de Monceau, 75008 Paris X du Luart de Montsaulnin Roland Sénat, Palais du Luxembourg, 75291 Paris Cedex 06 X Merveilleux du Vignaux Olivier 6, avenue Franklin Roosevelt, B-1050 Bruxelles, Belgique X Roulet Marcel c/o Eurazeo, 32, rue de Monceau, 75008 Paris Rosso Jean-Pierre 110 Central Park South, New York, NY 10019 USA X Saint Olive Henri Banque Saint Olive, 84, rue Duguesclin, BP 6049, X 69411 Lyon Cedex 06 Stern Béatrice c/o IRR France, 17, avenue George V, 75008 Paris X Veyrat Jacques Louis Dreyfus, 152, avenue Malakoff, 75016 Paris X Zarifi Théodore Zarifi Gestion, 10, rue du Coq, BP 47, X 13191 Marseille Cedex 02 Non-voting members Ralli Georges Lazard Frères, 121, bld Haussmann, 75008 Paris Richardson Jean-Pierre 2, place Gantès, BP 41917, 13225 Marseille Cedex 02 Roger Bruno Lazard Frères, 121, bld Haussmann, 75008 Paris Thierry Jean-Philippe AGF, 87, rue de Richelieu, 75113 Paris Cedex 02 Executive Board Sayer Patrick c/o Eurazeo, 32, rue de Monceau, 75008 Paris Chairman Keller Bruno c/o Eurazeo, 32, rue de Monceau, 75008 Paris Chief Operating Officer Audouin Philippe c/o Eurazeo, 32, rue de Monceau, 75008 Paris Marini-Portugal Luis c/o Eurazeo, 32, rue de Monceau, 75008 Paris Morgon Virginie c/o Eurazeo, 32, rue de Monceau, 75008 Paris Saada Gilbert c/o Eurazeo, 32, rue de Monceau, 75008 Paris * Members of the Supervisory Board are considered independent if they have no direct or indirect relationship of any kind with the Company, its consolidated group or its management that might affect or detract from their ability to make independent judgments. On May 5, 2004, the Supervisory Board retained the criteria recommended by the Bouton report to consider a Supervisory Board member independent, with the exception of the criterion pertaining to seniority. Two members of the Supervisory Board were considered to be independent members although they were also members of the Supervisory Board of ANF. ** Mr Guyot resigned from his responsibilities on February 11, 2009.

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A Supervisory Board member is considered to be an independent The Board may rule that a member who meets the above criteria member if he/she: cannot be considered as an independent member due to specific circumstances and, conversely, that a member who does not meet I is not currently, and has not been over the previous five years, all of these criteria may be considered as an independent member. an officer or employee of the Company or of a company within The Supervisory Board has therefore determined that holding a its consolidated Group or of its parent company; position with the parent company is no longer an applicable I is not currently, and has not been over the previous five years, criterion, since Eurazeo’s former parent corporation, Rue Impériale, an officer of a company in which the Company or one of has been dissolved. Lastly, two members of the Supervisory Board its employees or representatives serves or has served as a were considered to be independent members although they were Director; also members of the Supervisory Board of ANF.

I does not currently serve, and has not served over the previous Each Supervisory Board member must own at least 250 shares five years, as the Statutory Auditor of the Company or of any in the Company. of its subsidiaries; At February 13, 2009, the Supervisory Board members and the I is not, either directly or indirectly and in a material manner, either non-voting members together owned 180,522 shares, or 0.33% a client, a supplier, or an investment or corporate banker of the of the share capital and 0.31% of the voting rights. Company or of any of its subsidiaries;

I is not a close relative of an officer of the Company. (Members of the Executive Board are considered to be “corporate officers” under the terms of the Bouton report).

3.2 ROLE AND OPERATION OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD

3.2.1 Missions

At its Shareholders’ Meeting of May 15, 2002 Eurazeo adopted a holdings, cash balances, transactions performed and the new corporate governance model with an Executive Board and a Company’s debt, if any. Supervisory Board. As required by the Company’s Bylaws, the Executive Board submits The Supervisory Board oversees the company’s management a report to the Supervisory Board at least once every quarter on the in compliance with the applicable laws and regulations and the Company’s principal management acts and decisions, including all company’s Bylaw s. Its distinguished members meet as frequently information that the Board may require to be kept up to date on the as the company’s interests require and at least once a quarter. Company’s business, along with the quarterly company financial statements and half-yearly and annual Company and consolidated Eurazeo is managed by the Executive Board, which meets at least financial statements. once a month. Within a prescribed time limit following the end of each fiscal year, The Supervisory Board performs the checks and controls it deems the Executive Board submits the company financial statements, necessary at any time and may request any document it deems consolidated financial statements and its report to the Shareholders’ necessary to perform its duties. Meeting to the Supervisory Board for verification and review. The The Executive Board submits a monthly report to the Chairman Supervisory Board reports its observations on the Executive of the Supervisory Board covering developments in investment Board’s report and on the annual company and consolidated financial statements to the Shareholders’ Meeting.

3.2.2 Activity report

The Supervisory Board met 7 times in 2008 (6 times in 2007), with an average attendance rate of 87% (82% in 2007).

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3.3 APPOINTMENTS AND DUTIES OF OFFICERS – MANAGEMENT EXPERIENCE

Members of the Supervisory Board (A s at January 31, 2009)

Michel David-Weill Gross compensation in euros in 2008: 357,000. Chairman of the Supervisory Board of Eurazeo** Broken down as follows: Age: 76 €24,000 representing the fixed portion of compensation; €24,000 representing the variable portion of compensation; Date of appointment to the Supervisory Board: May 15, 2002 €9,000 in respect of his responsibilities as Chairman of the Finance Current term of office expires in: 2014 Committee; Positions and offices currently held other than in companies €300,000 in respect of special compensation as Chairman of the controlled* by Eurazeo: Supervisory Board. Director and Chairman of the Appointment and Compensation Committee of Groupe Danone**, Jean Laurent Director of Gruppo Banca Leonardo Spa, Vice-Chairman of the Supervisory Board of Eurazeo** Partner of Parteman (SNC). Age: 64

Other positions and offices held over the past 5 years: Date of appointment to the Supervisory Board: May 5, 2004 Member of the Supervisory Board of Publicis Groupe, Current term of office expires in: 2010

Chairman – Chief Executive Officer, then Chairman of Lazard LLC Positions and offices currently held other than in companies (USA), controlled* by Eurazeo: Chairman – Senior Partner of Maison Lazard (SAS), Member of the Supervisory Board of M6 Télévision, Chairman – Senior Partner and Senior Partner of Lazard Frères Director, Chairman of the company’s Social Responsibility (SAS), Committee and member of the Appointment and Compensation Director of Rue Impériale, Fonds Partenaires-Gestion and Lazard Committee of Groupe Danone**, Frères Banque, Chairman of the Board of Directors of Institut Europlace de Chairman – Chief Executive Officer of Lazard Frères Banque, Finance, Chairman of Rue Impériale and Malesherbes, Director of Crédit Agricole Egypt SAE, Partner, then Liquidator of Partemiel, Parteger and BCNA SNC, Chairman of Pôle de Compétitivité Finance Innovation, Managing Director of Lazard Frères & CO, LLC (USA), Director of Unigrains. Member of the Audit Committee of Publicis Groupe, Other positions and offices held over the past 5 years: General Partner and Partner of Partena (SCS). Vice-Chairman and Director of Banco Espirito Santo (Portugal), Management experience: Chairman of the Board of Directors of Calyon, Chairman of Lazard LLC until May 2005, Michel David-Weill was Vice-Chairman of Banca Intesa (Italy), Pacifica and Predica, also Chairman and Chief Operating Officer of Lazard Frères Banque Chairman of the Board of Directors of Crédit Lyonnais, and Chairman and Senior Partner of Maison Lazard (SAS). Chief Operating Officer and Chairman of the Executive Committee Michel David-Weill is recognized as one of the foremost international of Crédit Agricole SA, investment bankers. He also sits on the board of Groupe Deputy Chief Operating Officer of Caisse Nationale de Crédit Danone. Agricole, In the United States, he is a member of the Board of Directors Director of Banca Intesa (Italy), of the Metropolitan Museum of Art and Director of the New York Member of the Board of AFECEI, Hospital. In France, Michel David-Weill is a member of the Institute (Académie des Beaux-Arts), Chairman of the Conseil Artistique des Member of the Executive Committee of Fédération Bancaire Musées Nationaux and holds various functions in various arts and Française, cultural organizations. Member of Conseil de l’Association Française des Banques, Paris-Europlace. Michel David-Weill is a graduate of Lycée Français de New York and of the Institut des Sciences Politiques.

* Articles L. 225-21 para. 2, L. 225-77 para. 2 and L. 225-94 para. 1 of the French Commercial Code. ** Publicly-traded company.

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Management experience: Vice-Chairman and Director of LVMH (Moet Hennessy Louis Vuitton)**, Bolloré**, LVMH Fashion Group and LVMH Finance, Jean Laurent has been Chairman of Pôle de Compétitivité Finance Innovation (since February 2007). Vice-Chairman of the Supervisory Board of Intesa Sanpaolo (Italy)**, He was Directeur Central of the Development and Capital Markets Vice-Chairman and Member of the Supervisory Board of Financière department (October 1993-January 1994), Deputy Chief Operating Jean Goujon, Officer (February 1994-May 1999) and Chief Operating Officer (May 1999-September 2005) of Caisse Nationale de Crédit Agricole Vice-Chairman of Alleanza Assicurazioni (Italy)**, which became Crédit Agricole SA in November 2001, Director Director of BSI: Banca della Svizzera Italiana (Switzerland), Generali (October 1999) and Chairman (October 2003-November 2005) of France, Christian Dior SA**, Christian Dior Couture, Generali España Crédit Lyonnais, Member of the Executive Committee of Fédération Holding (Spain), Generali Holding Vienna (Austria), AMB Generali Bancaire Française (2001-September 2005 and Chairman Holding AG (Germany), Ciments Français**, Graafschap Holland January 2001-June 2002), Director (1997-2007) and Chairman (Netherlands), LVMH Inc. (US), Médiobanca (Italy)**, Havas** and (May 2000-May 2007) of the Board of Directors of Crédit Agricole Compagnie Monégasque de Banque. lndosuez, now Calyon in May 2004, Vice-Chairman of Banco Chief Operating Officer of Société Française Générale Immobilière Espirito Santo (since September 1999), Member of the Board of (SFGI). the Association Française des Banques (2001-September 2005), Member of the Board of AFECEI (2001-September 2005 and Other positions and offices held over the past 5 years: Chairman January 2001-June 2002), Vice-Chairman of Pacifica Vice-Chairman and Director of Bolloré Investissement, (1994-1999), Vice-Chairman of Prédica (1993-1999). He held various Director of Rue Impériale and Banca Intesa SpA (Italy), positions within the Caisses Régionales du Crédit Agricole from 1970 to 1993. General Partner of Partena, Partner of Lazard LLC (USA), Jean Laurent has been a D irector of several companies, including SA Rue Impériale (2001-2003), Banca Intesa (1999-2005 and Member of the Supervisory Board of Médiobanca (Italy). Vice-Chairman 1999-2004), of Crédit Agricole Asset Management Management experience: (1997-2002), of the Banque de Gestion Privée Indosuez (1998-2001) and Sofinco (1998-1999). Since 1973, Antoine Bernheim has been Director , Vice-Chairman (1990-1995 and 2001-2002) and Chairman (June 1995 to April 1999 ) He is a Knight of the French Legion of Honor, Officer of the Order of Assicurazioni Generali SpA. of Agricultural Merit and Knight of the Arts et Lettres, Officer of the National Order of Merit. He has been the Chairman of the company since September 2002. He was Senior Partner of Lazard Frères (1967-1999), Partner of Jean Laurent holds a degree in Aeronautic Engineering (from the Lazard LLC (2000-2005), Chairman and CEO of La France (1972- École Nationale Supérieure de l’Aéronautique) and a Master of 1997) and Chairman and CE O of Euromarché (1981-1991). Sciences (from Wichita State University). He is a Grand Officer of the French Legion of Honor and a Gross compensation in euros in 2008: 49,286. Commander of the Arts & Lettres, Grand Officer of the Order of Merit of the Italian Republic, Commander of the Order of Cruzeiro Broken down as follows: do sul of Brazil. €15,750 representing the fixed portion of compensation (on a Antoine Bernheim holds bachelor’s degrees in Science and in Law, pro rata basis since his appointment as Vice-Chairman of the and a graduate degree in Private and Public Law. Supervisory Board of Eurazeo), Gross compensation in euros in 2008: 20,571. €16,286 representing the variable portion of compensation, Broken down as follows: €11,250 (on a pro rata basis) in respect of his responsibilities as Chairman of the Audit Committee, €12,000 representing the fixed portion of compensation, €6,000 in respect of his responsibilities as a member of the Finance €8,571 representing the variable portion of compensation. Committee. Noël Dupuy Antoine Bernheim Member of the Supervisory Board of Eurazeo** Member of the Supervisory Board of Eurazeo** Age: 61 Age: 84 Date of appointment to the Supervisory Board: July 18, 2005 Date of appointment to the Supervisory Board: May 15, 2002 Current term of office expires in: 2010 Current term of office expires in: 2014 Positions and offices currently held other than in companies Positions and offices currently held other than in companies controlled* by Eurazeo: controlled* by Eurazeo: Vice-Chairman of Crédit Agricole SA**, Chairman of Assicurazioni Generali SpA (Italy)**,

* Articles L. 225-21 para. 2, L. 225-77 para. 2 and L. 225-94 para. 1 of the French Commercial Code. ** Publicly-traded company.

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Chairman of Caisse Régionale de Crédit Agricole de la Touraine Management experience: and du Poitou, Jean Gandois was the Chairman of the CNPF (MEDEF) from 1994 Director of LCL and PREDICA. to 1997. He has been Chairman and Chief Executive Officer of several Other positions and offices held over the past 5 years: listed French companies, including Rhône Poulenc and Pechiney Director of SCT MER, Rue Impériale, ATTICA, SOFIPAR and IDIA (1986-1994). He was previously Chairman of the Supervisory Board Participations, of Suez, a member of the Board of Directors or Supervisory Board Member of the Board of Directors of ADAR (Agence Développement of BNP, Paribas, PSA, Schneider Electric, Groupe Danone (France), Agricole Rural). Siemens A.G. (Germany), Akzo-Nobel and Rodamco (Netherlands), and the Chairman of the Board of Directors of Cockerill Sambre Management experience: (Belgium). Previously, Chairman of Crédit Agricole d’Indre-et-Loire, he He was Chairman of Groupe Danone’s Audit Committee until 2005. participated in the merger with Crédit Agricole de la Vienne to form Crédit Agricole de la Touraine et du Poitou. Gross compensation in euros in 2008: 44,500. Noël Dupuy began his career as a cereals farmer and later created a Broken down as follows: pig breeding business. Working with the French national agricultural €12,000 representing the fixed portion of compensation, research institute (INRA), he helped develop the first ultrasound €12,000 representing the variable portion of compensation, scanning system for swine. He was the Chairman and founder of a multi-species cooperative and initiator of the alliance within the €10,000 in respect of his responsibilities as a member of the Audit Groupe CAT then Union SET and Chairman of Touraine Viande. Committee, As a member of CNJA, in charge of institutional relations with the €4,500 in respect of his responsibilities as Chairman of the French Ministry of Agriculture, he authored a report on opportunities Compensation and Appointment Committee , for young people in agriculture. €6,000 in respect of his responsibilities as a member of the Finance He created Crédit Agricole SA’s Agribusiness group to address and Committee. support changes in the plant and animal sectors. Noël Dupuy graduated from Ecole d’Agriculture, an agricultural Richard Goblet d’Alviella college, where he majored in Economics. Member of the Supervisory Board of Eurazeo** Age: 60 Gross compensation in euros in 2008: 17,143. Date of appointment to the Supervisory Board: May 15, 2002 Broken down as follows: Current term of office expires in: 2014 €12,000 representing the fixed portion of compensation, €5,143 representing the variable portion of compensation. Positions and offices currently held other than in companies controlled* by Eurazeo: Jean Gandois Vice-Chairman – Managing Director of Sofina SA** (Belgium), Member of the Supervisory Board of Eurazeo** Managing Director of Union Financière Boël SA (Belgium) and Age: 79 Société de Participations Industrielles SA (Belgium), Date of appointment to the Supervisory Board: May 15, 2002 Director and member of the Audit Committee of Groupe Danone** and Caledonia Investments** (UK), Current term of office expires in: 2014 Director and member of the Compensation Committee of Delhaize Positions and offices currently held other than in companies Group** (Belgium), controlled* by Eurazeo: Director of Suez-Tractebel (Belgium), Henex** (Belgium) and Member of the Board of Directors of Institut Curie and Vigeo. Finasucre (Belgium), Non-voting member of the Board of Directors of GDF/Suez** Other positions and offices held over the past 5 years: (France). Member of the Supervisory Board of Rodamco Continental Europe (Netherlands), Siemens AG (Germany) and Vallourec, Other positions and offices held over the past 5 years: Director of Suez and Groupe Danone, Director of Société Européenne des Satellites (Luxembourg), Member of the Board of Directors of Air Liquide Spain, Air Liquide ADSB Telecommunications NV/Belgacom (Netherlands), Tractebel Italy, Société Générale de Belgique (Belgium), Suez Tractebel (Belgium), Danone Asia Pte (Singapore), Glaces de Moustier sur (Belgium), Sambre (Belgium) and Suez (France). Member of the International Advisory Council of Textron (USA).

* Articles L. 225-21 para. 2, L. 225-77 para. 2 and L. 225-94 para. 1 of the French Commercial Code. ** Publicly-traded company.

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Management experience: Management experience: Since 1989, Richard Goblet d’Alviella has been the Vice-Chairman Hervé Guyot has been with Groupe PSA Peugeot Citroën since and Managing Director of Sofina SA and a board member of 1979, he was in charge of structuring financial transactions and various quoted companies in the Sofina portfolio, including: international cash management within the Corporate Finance Delhaize (Belgium), Suez-Tractebel (Belgium), Danone (1) (France), Department (1979-1993) before heading up of the Industrial Policy and Caledonia Investments (1) (United Kingdom). Department of the Group Procurement Division with responsibility He is also Managing Director of the Union Financière Boël (Belgium) for procurement strategy, logistics, make-or-buy decisions and and Société de Participations Industrielles (Belgium), a D irector of international procurement, as well as local integration for major Henex (Belgium) and a non-voting member of the Board of Directors PSA Peugeot Citroën projects outside Europe (1993-1995) and of GDF/Suez (France). Director in charge of purchasing raw materials and manufactured parts (1995-1998). He was the Managing Director of the Paine Webber Group and has 15 years experience as an investment banker in London and New He was Head of Procurement in the Platforms, Technologies York specialized in international financing. and Procurement Department of Groupe PSA Peugeot Citroën (February 1998 to 2009) and, Deputy Chief Executive Officer of Richard Goblet d’Alviella holds a business degree from Université Banque PSA Finance (July 2004 to 2009). Libre de Bruxelles and an MBA from the Harvard Business School (1974). On January 25, 2009, he joined the Executive Board of the Fonds Stratégique d’Investissement as Chief Operating Officer of the Gross compensation in euros in 2008: 31,500. Automotive Component Manufacturers Modernization Fund. Broken down as follows: Hervé Guyot is a graduate of Institut d’Études Politiques, has a €12,000 representing the fixed portion of compensation, master’s degree in Economics and two postgraduate degrees (DECS and DESS) in Marketing. €12,000 representing the variable portion of compensation, €7,500 in respect of his responsibilities as a member of the Audit Number of Eurazeo shares held: 317. Committee. Gross compensation in euros in 2008: 20,571. Broken down as follows: Hervé Guyot (Resignation on February 11, 2009) €12,000 representing the fixed portion of compensation; Member of the Supervisory Board of Eurazeo** €8,571 representing the variable portion of compensation. Age: 55 Date of appointment to the Supervisory Board: May 5, 2004 Roland du Luart de Montsaulnin Positions and offices held other than in companies controlled* Member of the Supervisory Board of Eurazeo** by Eurazeo (as at January 1, 2009): Age: 69 Deputy Chief Operating Officer – Director of Banque PSA Date of appointment to the Supervisory Board: May 5, 2004 Finance, Current term of office expires in: 2010 Chairman and Chief Executive Officer of Compagnie Générale de Crédit aux Particuliers – Credipar (France), Positions and offices currently held other than in companies controlled* by Eurazeo: Director of Banco PSA Finance Brasil SA (Brazil), Vice-President of the French Senate, Chairman of the Board of Directors of PSA Finance Argentina (Argentina), PSA Gestao (Portugal), PSA Wholesale Limited (UK), Chairman of the Sarthe General Council, PSA Finance Suisse SA (Switzerland), PSA Finance Arrendamento Chairman of Syndicat Mixte du Parc d’Activités Départemental du (Brazil) and PSA Finance Benelux (Belgium), Pays de l’Huisne Sarthoise (SMPAD PHS), of Syndicat Mixte du Member of the Supervisory Board of Peugeot Finance International Circuit des 24 heures du Mans and of the Syndicat du Pays du (Netherlands), Perche Sarthois. Chairman of the Supervisory Board of PSA Finance Nederland BV Other positions and offices held over the past 5 years: (Netherlands), PSA Financial Holding BV (Netherlands), PSA Finance Director of Rue Impériale and Gestion du Circuit des 24 heures Austria Bank AG and BPF Pazarlama Ve Acentelik Hizmetleri du Mans (SEM). Anonim Sirketi (Turkey), Management experience: Chairman of the Board of Directors - Director A of PFP (UK), Roland du Luart de Montsaulnin is Senator of Sarthe and member Permanent BPF representative on the Board of Directors of SOFIB of the UMP party, Vice-President of the French Senate, Member of and PSA Finance Benelux, the French Finance, Budget and National Accounts Commission, Permanent PSA representative on the Board of Directors of Dicoma Special budget reporter for the Justice Ministry, permanent member Gestion. Penitentiary Administration Advisory Council. He is also a member (for the Senate) of the Board of Directors of Établissement public Other positions and offices held over the past 5 years: de financement et de restructuration and a permanent member of None. the Financial Sector Advisory Committee.

(1) Member of the Audit Committee. * Articles L. 225-21 para. 2, L. 225-77 para. 2 and L. 225-94 para. 1 of the French Commercial Code. ** Publicly-traded company.

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He is a member of the French section of the Assemblée Parlementaire Jean-Pierre Rosso de la Francophonie, and Chairman of the France-Brazil Friendship Member of the Supervisory Board of Eurazeo** Group. He is the UMP Chairman of the Sarthe General Council, Municipal Counselor of Tuffé and Deputy Mayor of Luart. Age: 68 He was the mayor of Luart from 1965 to 2001, Chairman of the Date of appointment to the Supervisory Board: May 5, 2004 Sarthe Hunting Federation from 1976 to 1998 and the President Current term of office expires in: 2010 of the Pays de l’Huisne Sarthoise municipalities association from 1996 to March 2006. Positions and offices currently held other than in companies controlled* by Eurazeo: Gross compensation in euros in 2008: 22,286. Director of Medtronic Inc.**, Bombardier Inc.** and United Broken down as follows: Subcontractors Inc. €12,000 representing the fixed portion of compensation, Other positions and offices held over the past 5 years: €10,286 representing the variable portion of compensation. Chairman and Director of CNH Global NV, Member of the Board of Directors of Crédit Lyonnais, Ryerson Tull Olivier Merveilleux du Vignaux and ADC Telecommunication. Member of the Supervisory Board of Eurazeo** Age: 52 Management experience: Date of appointment to the Supervisory Board: May 5, 2004 Jean-Pierre Rosso has been the Chairman of the World Economic Forum (USA) since April 2006. Current term of office expires in: 2010 He was Chief Executive Officer from 1994 to 2000 and Chairman of Positions and offices currently held other than in companies the Board of Directors from 1996 to April 2004 of Case Corporation controlled* by Eurazeo: and Case New Holland (CNH). Partner of MVM Search Belgium. He was appointed Chairman and Chief Executive Officer in November 1999, when Case Corporation and New Holland NV Other positions and offices held over the past 5 years: merged to become CNH. Director of Lazard LLC (USA), From January 1992 to March 1994 he was the Chairman of Partner of MVM - Merveilleux du Vignaux Michaux. Honeywell Inc.’s “Home and Building Control” global business unit. Previously he had been the Chairman of Honeywell Europe Other information: (1987-1991), Vice-Chairman of the Information Systems International Olivier Merveilleux du Vignaux is the son-in-law of Michel David- Group (1985-1986), Vice-Chairman and General Manager of Weill. Honeywell Medical Electronics Division (1983-1984) and Vice- Chairman of business development and operations for Honeywell Management experience: Europe (1981-1982). Olivier Merveilleux du Vignaux is Partner of MVM, a direct recruitment Jean-Pierre Rosso holds a degree in Civil Engineering from École firm that he founded in 1993. Polytechnique de Lausanne in Switzerland and an MBA from He was a member of the Board of Directors of SAFAA until 1993, Pennsylvania University, Wharton. established and developed a recruitment firm with a partner from 1984 to 1992, and worked for Korn Ferry from 1980 to 1984, where Gross compensation in euros in 2008: 20,571. he recruited senior executives through the direct recruitement Broken down as follows: method. €12,000 representing the fixed portion of compensation, Olivier Merveilleux du Vignaux is a business school graduate. €8,571 representing the variable portion of compensation. Gross compensation in euros in 2008: 27,000. Broken down as follows: Marcel Roulet €12,000 representing the fixed portion of compensation, Member of the Supervisory Board of Eurazeo** €12,000 representing the variable portion of compensation, Age: 76 €3,000 in respect of his responsibilities as a member of the Date of appointment to the Supervisory Board: May 15, 2002 Compensation and Appointment Committee. Current term of office expires in: 2014

Positions and offices currently held other than in companies controlled* by Eurazeo: Director of HSBC France and France Télécom**, Permanent representative of TSA on the Board of Directors of Thales**,

* Articles L. 225-21 para. 2, L. 225-77 para. 2 and L. 225-94 para. 1 of the French Commercial Code. ** Publicly-traded company.

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Chairman of the Supervisory Board of GIMAR Finance & Cie SCA, Member of the Supervisory Board of Prodith SCA and Monceau Non-voting member of the Board of Directors of Cap Gemini** and Générale Assurances (MGA), of Thomson**. Director of Vinci**, Centre Hospitalier Saint-Joseph et Saint-Luc, the Saint Joseph Hospital Association, Mutuelle Centrale de Other positions and offices held over the past 5 years: Réassurance (MCR) and Compagnie Industrielle d’Assurance Non-voting member of the Board of Directors of PagesJaunes, Mutuelle (CIAM). Director of Thomson. Other positions and offices held over the past 5 years: Management experience: Chairman of the Board of Directors of CIARL, Marcel Roulet was the Chairman and Chief Executive Officer of Partner of LP Participation, Thomson-CSF from 1996 to 1998 and of Thomson SA from 1996 Director of Groupe Monceau companies. to 1997. Previously he had been the Chairman of France Télécom (1991-1995), and Chief Operating Officer of Telecommunications Management experience: (1986-1990), Chief Operating Officer of the Post Office (1984- Henri Saint Olive has been with the Banque Saint Olive since 1986), Deputy Chief Operating Officer of Telecommunications and November 1969, and in December 1987 was appointed Chairman Director of Financial Programs and Business (1981-1984), Head of its Executive Board and then in June 1989 Chairman of the of the department of Financial Programs and Business at the Board of Directors. Telecommunications Head Office (1978-1981). He was the Regional Henri Saint Olive is a reserve naval officer (CC) and a graduate of Director of Telecommunications in Clermont Ferrand (1975-1977), École des Hautes Études Commerciales (HEC). Director of Telecommunications Operations in Annecy (1973-1975), Chief Engineer at the Regional Telecommunications division in Lyon Gross compensation in euros in 2008: 31,683. (1969-1973) and a Chargé de Mission with the Secretariat of State for Broken down as follows: Technical Cooperation (1968-1969), Director of Telecommunications for Senegal (1962-1964) and for Ivory Coast (1962-1964). €12,000 representing the fixed portion of compensation, Marcel Roulet graduated from École Polytechnique in 1954 and from €12,000 representing the variable portion of compensation, École Nationale Supérieure des Télécommunications in 1959. €7,683 paid by ANF.

Gross compensation in euros in 2008: 131,164. Béatrice Stern Broken down as follows: Member of the Supervisory Board of Eurazeo** €12,000 representing the fixed portion of compensation, Age: 51 €12,000 representing the variable portion of compensation, Date of appointment to the Supervisory Board: May 14, 2008 €10,000 in respect of his responsibilities as a member of the Audit Current term of office expires in: 2014 Committee, €6,000 in respect of his responsibilities as a member of the Finance Positions and offices currently held other than in companies Committee, controlled* by Eurazeo: €91,164 under the terms of a consultancy contract with Eurazeo. Vice-Chairwoman of Sotheby’s New York, Member of the Board of Governors of the Lycée Français in Henri Saint Olive New York, Member of the Supervisory Board of Eurazeo** Chairwoman of the fund-raising committee of the Lycée Français Age: 65 of New York, Date of appointment to the Supervisory Board: May 5, 2004 Member of the Board of Governors of the Morgan Library, Current term of office expires in: 2010 Member of the Board of the Frick Collection, New York.

Positions and offices currently held in companies controlled* Other positions and offices held over the past 5 years: by Eurazeo: In charge of the preparation of the Latour and Caillebotte exhibition Member of the Supervisory Board of ANF** catalogues - Galerie Brame et Laurenceau, Assistant Curator specialized in the 19th century at the Musée des Positions and offices currently held other than in companies Arts Décoratifs, controlled* by Eurazeo: Director of Inventories of Sotheby’s France. Chairman of the Board of Directors of Banque Saint Olive and Enyo, Other information: Chairman of the Supervisory Board of Saint Olive et Cie and Saint Béatrice Stern (born David-Weill) is the daughter of Michel Olive Gestion, David-Weill. Partner of Segipa and CF Participations,

* Articles L. 225-21 para. 2, L. 225-77 para. 2 and L. 225-94 para. 1 of the French Commercial Code. ** Publicly-traded company.

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Management experience: Théodore Zarifi Responsible for the preparation of the Fantin Latour and Caillebotte Member of the Supervisory Board of Eurazeo** exhibition catalogues (1982-1984) for Galerie Brame et Laurenceau, Age: 58 Béatrice Stern was Assistant to the Curator of the 19th century at the Musée des Arts Décoratifs (1994-1996) and Director of Date of appointment to the Supervisory Board: May 5, 2004 Inventories at Sotheby’s France (1996-2000). Current term of office expires in: 2010 She is Vice-Chairwoman of Sotheby’s New York, Chairwoman of Positions and offices currently held in companies controlled* the fundraising committee of the Lycée Français of New York, a by Eurazeo: Governor of the Lycée Français of New York and the Morgan Library and a Member of the Board of the Frick Collection, New York. Member of the Supervisory Board of ANF**. Béatrice Stern graduated from the École du Louvre (1981). Positions and offices currently held other than in companies controlled* by Eurazeo: Gross compensation in euros in 2008: 14,357. Chairman and Chief Executive Officer of Zarifi Gestion SA and Broken down as follows: Romain Boyer SA, €7,500 representing the fixed portion of compensation, Director of Zarifi & Associés SA, Zarifi Entreprise d’Investissement €6,857 representing the variable portion of compensation. (a subsidiary of Zarifi & Associés) and Maydream Luxembourg SA (Luxembourg), Jacques Veyrat Partner of Romain Immobilier SARL and Irénée SARL, Member of the Supervisory Board of Eurazeo** Chief Operating Officer of Zarifi & Associés and Somagip SA, Age: 46 Chairman of SAS HAB and SAS Z&Z, Date of appointment to the Supervisory Board: May 14, 2008 Representative of Z&Z on the Board of Trustees of SAS CFCA, Current term of office expires in: 2014 Representative of HAB on the Board of Trustees of SAS CFCA,

Positions and offices currently held other than in companies Representative of Romain Boyer on the Supervisory Board of SAS controlled* by Eurazeo: Calliscope. Chairman and Chief Executive Officer of Louis Dreyfus SAS, Other positions and offices held over the past 5 years: Director of Direct Energie SA, TAJAN and IMERYS**, Director of SOMAGIP. Member of the Supervisory Board of Altamir Amboise**. Management experience: Other positions and offices held over the past 5 years: Since December 1988, Théodore Zarifi has been a signing officer Chairman of the Board of Directors of Neuf Cegetel, then a Chief Operating Officer of Zarifi & Cie EI. in March 1994, then Chief Operating Officer of Neuf Cegetel, appointed Deputy Chief Operating Officer in November 2002 of the same company which had become Zarifi & Associés SA, a family Member of the Supervisory Board of Jet Multimedia. holding company (September 25, 2002 after spinning-off all of its regulated activities to Oddo M&A, which became Zarifi EI). Management experience: He was also the Chief Financial Officer of Pennwalt France’s RSR Jacques Veyrat is a graduate of the École Polytechnique and École division (1987-1988) and at S.A. Les Raffineries de Soufre Réunis des Ponts et Chaussées in Paris. He has held various managerial successively a Management Assistant, Management Controller, positions in the companies of Groupe Louis Dreyfus since 1995, Chief Financial Officer and Secretary of the Board of Directors especially within Louis-Dreyfus Armateurs SNC. (1976-1987). Before joining Groupe Louis Dreyfus, he held executive positions Théodore Zafiri holds a bachelor’s degree in Économics from at the French Ministry of Finance from 1989 to 1993, then at the Université Paris X (1973) and an MBA from the University of Texas French Ministry of Infrastructure from 1993 to 1995. Austin (1976). In 1998, he founded LDCom, later renamed Neuf Telecom in 2004 and Neuf Cegetel in 2005. Gross compensation in euros in 2008: 33,500. Jacques Veyrat has been Chairman and Chief Executive Officer Broken down as follows: of Groupe Louis Dreyfus since the sale of Neuf Cegetel to SFR in €12,000 representing the fixed portion of compensation, April 2008. €12,000 representing the variable portion of compensation, Gross compensation in euros in 2008: 12,643. €9,500 paid by ANF. Broken down as follows: €7,500 representing the fixed portion of compensation, €5,143 representing the variable portion of compensation.

* Articles L. 225-21 para. 2, L. 225-77 para. 2 and L. 225-94 para. 1 of the French Commercial Code. ** Publicly-traded company.

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Non-voting members (A s at January 31, 2009)

Bruno Roger Gross compensation in euros in 2008: 22,286. Honorary Chairman of Eurazeo**, Broken down as follows: Honorary Chairman of the French Society of Financial Analysts. €12,000 representing the fixed portion of compensation, Age: 75 €10,286 representing the variable portion of compensation. Date of appointment: May 5, 2004 Current term of office expires in: 2010 Georges Ralli Non-voting member of the Eurazeo** Supervisory Board Positions and offices currently held other than in companies Age: 60 controlled* by Eurazeo: Date of appointment: May 5, 2004 Chairman of Lazard Frères (SAS) and Compagnie Financière Lazard Current term of office expires in: Frères (SAS), 2010 Chairman of Global Investment Banking at Lazard**, Positions and offices currently held other than in companies Member of the Executive Committee of Lazard Frères Group, controlled* by Eurazeo: Managing Director of Lazard Frères Group, Deputy Chairman and Member of Lazard Group LLC (USA), Director of Cap Gemini**, Chairman of Maison Lazard (SAS), Non-voting member of Lazard Frères Banque. Vice-Chairman – Chief Executive and Senior Partner of Lazard Frères (SAS), Other positions and offices held over the past 5 years: Vice-Chairman – Chief Executive and Senior Partner of Compagnie Senior Partner of Lazard Frères and Maison Lazard et Financière Lazard Frères (SAS), Compagnie, Chairman and Chief Executive Officer of Lazard Frères Banque, Director of Saint-Gobain, PPR and AXA. Chairman and Senior Partner of Lazard Frères Gestion (SAS), Management experience: Director of Chargeurs**, Veolia Environnement**, Fonds Partenaires- Gestion (FPG), Société Immobilière de Location pour I’Industrie et Bruno Roger was Partner of Lazard (1973), then Senior Partner le Commerce (SILIC), VLGI and Lazard Frères Banque, (1978), Vice-Chairman Chief Executive (2000-2001) and Chairman (since 2002). Chief Executive of the European Investment Banking Business of Lazard Group LLC (USA), He has been a Senior Partner of Maison Lazard et Cie (1976), a Senior Partner of Lazard Partners Ltd Partnership (1984-1999), Co-Chairman of the European Investment Banking Committee of Senior Partner (1992) then Managing Director of Lazard Frères and Lazard Group LLC (USA), Co, New York (1995-2001), Co-Chairman of the European Advisory Member of the European Advisory Board of Lazard Group LLC Board of Lazard (2005-2006). He has been Chairman of Lazard (USA), Frères SAS and of Compagnie Financière Lazard Frères SAS since Member of the Executive Committee of Lazard Strategic 2002, Chairman of Global Investment Banking at Lazard since Coordination Company LLC (USA), 2005 and Managing Director and Executive Committee Member of Lazard Frères Group. Member of the Board of Directors of Lazard & Co S.r.l. (Italy), After serving as Vice-Chairman and Chief Executive Officer of Director of Lazard Investments S.r.l. (Italy). Eurafrance (1974-2001), Chairman and Chief Executive Officer of Other positions and offices held over the past 5 years: Financière et Industrielle Gaz et Eaux and Azeo (1990-2002), he was Chairman of the Eurazeo Supervisory Board (2002-2003) when General Partner of Partena (SCS), Azeo merged with Eurafrance. Director of Crédit Agricole Lazard Financial Products Limited (UK) He has been a member of the Supervisory Board of UAP which and Crédit Agricole Lazard Financial Products Bank (UK), became Axa (1994-2005) and Pinault-Printemps (1994-2005), and Deputy Chief Operating Officer of Lazard Frères Banque, has served on the Board of Directors of Saint-Gobain (1987-2005), Director of Eurazeo, Thomson CSF, now Thales (1992-2002), Sofina (1989-2004), Marine Member of the Supervisory Board of Vivendi Environnement and Wendel (1988-2002), SFGI (1987-2001) and Sidel (1993-2001). Eurazeo, He is also a member of the Board of Directors of Cap Gemini (since Senior Partner of Maison Lazard (SAS). 1983). He is Chairman of the Aix-en-Provence International Music Management experience: Festival. Georges Ralli has been with the Lazard Group since 1986 as Senior Bruno Roger is a graduate of the Institut d’Études Politiques in Partner (1993) and Joint Head of Global M&A at Lazard Group Paris. LLC (1999).

* Articles L. 225-21 para. 2, L. 225-77 para. 2 and L. 225-94 para. 1 of the French Commercial Code. ** Publicly-traded company.

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From 1982 to 1985, he was the head of the Financial Affairs division From 1998 to 2000, Generali France, became Chairman in 1999. of Crédit du Nord and, from 1970 to 1981, held various management Since 1996, Chairman of FFSAA and Vice-Chairman of FFSA. positions at Crédit Lyonnais (management control, accounting, Since 2001, Chairman and Chief Executive Officer of AGF. operations and financial affairs). Since 2006, member of the Executive Board of Allianz SE. Georges Ralli graduated from Institut Commercial de Nancy and Institut d’Études Politiques in Paris, and holds a DESS degree from Since September 4, 2007, he has been the non-executive Chairman Université Paris V. of Tocqueville Finance. Gross compensation in euros in 2008: 18,857. Jean-Philippe Thierry graduated from Institut d’Études Politiques de Paris and from the Institut d’Études supérieures en sciences Broken down as follows: économiques. €12,000 representing the fixed portion, He is an Officer of the French Order of Merit, Knight of the French €6,857 representing the variable portion. Legion of Honor, Knight of the Order of Agricultural Merit, Honorary Member of the French Actuaries Institute and French foreign trade Jean-Philippe Thierry advisor. Non-voting member of the Eurazeo** Supervisory Board Gross compensation in euros in 2008: 18,857. Age: 60 Broken down as follows: Date of appointment: May 5, 2004 €12,000 representing the fixed portion of compensation, Current term of office expires in: 2010 €6,857 representing the variable portion of compensation.

Positions and offices currently held other than in companies controlled* by Eurazeo: Jean-Pierre Richardson Member of the Executive Board of Allianz SE**, Non-voting member of the Eurazeo** Supervisory Board Chairman of the Supervisory Board of Euler Hermes**, Mondial Age: 70 Assistance AG (Switzerland) and ATOS Origin**. Date of appointment: May 14, 2008 Chairman of the Board of Directors (non Chief Operating Officer) Current term of office expires in: 2014 of AGF SA and Tocqueville Finance, Positions and offices currently held in companies controlled* Chairman of Alliance Holding France SAS and Tocqueville Finance by Eurazeo: Holding SAS, Member of the Supervisory Board of ANF**. Director of AGF International, Société Foncière Financière de Participations** and PPR**, Positions and offices currently held other than in companies Non-voting member of the Board of Baron Philippe de Rothschild controlled* by Eurazeo: SA, Paris Orléans. Chairman and Chief Executive Officer of SA Joliette Matériel.

Other positions and offices held over the past 5 years: Other positions and offices held over the past 5 years: Chairman and Chief Executive Officer of AGF Holding, Member of the Supervisory Board of Eurazeo. Member of the Supervisory Board of Allianz Nederland Groep, Allianz Global Corporate & Specialty AG (Germany) and Groupe Management experience: Taittinger, Jean-Pierre Richardson is the Chairman and Chief Executive Officer Director of Allianz Seguros y Reaseguros (Spain) and AGF RAS of SA Joliette Matériel, a family holding company, Chairwoman of Holding (Netherlands), SAS Richardson. Chairman of the Board of Directors of Château Larose Trintaudon, He began his career in 1962 at SAS Richardson, a 51%-owned subsidiary of Escaut et Meuse which later merged with Eurazeo. Non-voting member of the Board of Cie Financière Saint Honoré He managed its operations from 1969 to 2003. and Rue Impériale, From 1971-1979 he served as a judge on the Marseilles Commercial Chief Operating Officer of AGF SA, Court. Chairman of the Board of Directors of AGF Vie and AGF IART, Jean-Pierre Richardson graduated from Ecole Polytechnique in Chairman of the Supervisory Board of Gie AGF Informatique, 1958. Chairman of SC Holding SAS. Gross compensation in euros in 2008: 30,571. Management experience: Broken down as follows: From 1978-1989, GPA Assurance which he chaired from 1989 to €12,000 representing the fixed portion of compensation, 2000. €8,571 representing the variable portion of compensation, From 1989 to 1997, Worms & Cie (later Athéna Assurances) where €10,500 in respect of his responsibilities as a member of the Audit he became Chairman in 1997. Committee.

* Articles L. 225-21 para. 2, L. 225-77 para. 2 and L. 225-94 para. 1 of the French Commercial Code. ** Publicly-traded company.

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Members of the Executive Board (A s at April 15, 2009)

Patrick Sayer Director of Rexel SA (formerly Ray Holding SAS) and Ray Acquisition (SAS). Chairman of Eurazeo’s Executive Board**. Director of SatBirds (SAS). Positions and offices currently held in companies controlled* Member of the Supervisory Board of Eutelsat. by Eurazeo: Member of the Supervisory Board of Presses Universitaires de Vice-Chairman of the Supervisory Board of ANF**. France. Director of Holdelis and Europcar Groupe SA. Chairman of Association Française des Investisseurs en Capital Member of the Advisory Board of APCOA Parking Holdings GmbH (AFIC). (Germany). Member of the Board of Lazard LLC (USA). Chief Operating Officer of Legendre Holding 19, Immobilière Bingen, Senior Partner of Partena. Legendre Holding 11 and Legendre Holding 8. Partner of Investco 1 Bingen (Partnership). Partner of Eural eo Srl (Italy). Joint Partner of Bluebirds II Participations SARL (Luxembourg). Partner of Investco 3d Bingen (Partnership). Permanent representative of Lux Tiles SARL on the Management Chairman of Eurazeo Capital Investissement (formerly Eurazeo Board of Clay Tile Sponsors (Luxembourg). Partners SAS). Chairman of the Advisory Board of APCOA Parking Holdings GmbH Positions and offices currently held other than in companies (formerly Perpetuum Beteiligungsgesellschaft mbH) (Germany). controlled* by Eurazeo: Chairman of the Supervisory Board of APCOA Parking AG (formerly Vice-Chairman of the Supervisory Board of Rexel SA**. AE Holding AG) (Germany). Director of Gruppo Banca Leonardo Spa (Italy). Management experience: Director of Accor**. Patrick Sayer has been Chairman of Eurazeo’s Executive Board since 2002. Director of Colyzeo Investment Advisors (UK). Previously, he was a S enior Partner at Lazard Frères et Cie Director of SASP Paris Saint-Germain Football Club. in Paris and Managing Director of Lazard Frères & Co in New Other positions and offices held over the past 5 years: York. His private equity experience dates back to the creation of Fonds Partenaires, where he was active from 1989 to 1993. He Permanent representative of ColAce SARL on the Supervisory subsequently helped redefine the investment strategy of Gaz et Board of Groupe Lucien Barrière. Eaux, now Eurazeo. Chairman of the Board of Directors of Legendre Holding 18. Patrick Sayer sits on the Boards of several other companies, Chairman, Vice-Chairman and member of the Supervisory Board including Accor, Europcar Groupe, Holdelis (Elis), APCOA Parking of Groupe B&B Hotels. Holdings GmbH, Gruppo Banca Leonardo, Euraleo and Paris Saint- Chairman of the Supervisory Board of Fraikin Groupe. Germain (PSG). Chairman of the Board of Directors of BlueBirds Participations SA He is Vice-Chairman of the Supervisory Boards of ANF and (Luxembourg). Rexel. Vice-Chairman of the Supervisory Board of Financière Galaxie SAS He is a member of the Orientation Board of France and Galaxie SA. Investissement. Director of Rexel Distribution SA. Patrick Sayer is a graduate of École Polytechnique and École Director of Eutelsat SA and Eutelsat Communications. des Mines de Paris and of the French Financial Analyst Training Center. Director of IRR Capital. Director of Ipsos. Gross compensation in euros in 2008: 1,511,717. Director of RedBirds Participations SA (Luxembourg).

* Articles L. 225-21 para. 2, L. 225-77 para. 2 and L. 225-94 para. 1 of the French Commercial Code. ** Publicly-traded company.

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Bruno Keller Gross compensation in euros in 2008: 965,130. Member of the Executive Board and Chief Operating Officer of Eurazeo**. Philippe Audouin Member of Eurazeo’s Executive Board** and Chief Financial Positions and offices currently held in companies controlled* Officer. by Eurazeo: Chairman of the Executive Board of ANF**. Positions and offices currently held in companies controlled* by Eurazeo: Director of Europcar Groupe. Chairman of La Mothe (SAS), Rue Impériale Immobilier (SAS) and Member of the Supervisory Board of ANF**. Société Immobilière Marseillaise SAS. Director of Holdelis. Chairman of the Board of Directors of Société Française Générale Director of Europcar Groupe. Immobilière (SFGI). Vice-Chairman of the Supervisory Board of APCOA Parking AG Partner of Eurazeo Real Estate Lux SARL (Luxembourg), EREL (formerly AE Holding AG) (Germany). Capital (Luxembourg) and Investco 3d Bingen (Partnership). Managing Director of Perpetuum MEP Verwaltung GmbH Chief Operating Officer of Legendre Holding 21, Legendre (Germany). Holding 22, Legendre Holding 23, Legendre Holding 24 and Member of the Advisory Board of APCOA Parking Holdings GmbH Legendre Holding 25. (Germany).

Positions and offices currently held other than in companies Chairman of Immobilière Bingen, Ray France Investment, Legendre controlled* by Eurazeo: Holding 8, Legendre Holding 11, LH APCOA, Legendre Holding 19, Legendre Holding 21, Legendre Holding 22, Legendre Holding 23, Member of the Supervisory Board of Financière Truck Legendre Holding 24 and Legendre Holding 25. (Investissement) SAS. Chief Operating Officer of La Mothe and Eurazeo Capital Other positions and offices held over the past 5 years: Investissement (formerly Eurazeo Partners SAS). Vice-Chairman of the Supervisory Board of Fraikin Groupe. Director of Eurazeo Services Lux (Luxembourg). Director of Legendre Holding 18, Clay Tiles Management SA Partner of Eurazeo Italia (Italy). (Luxembourg) and BBS Finance. Permanent representative of Eurazeo on the Board of Directors Chairman and Chief Executive Officer of ANF. of SFGI.

Chairman of Catroux. Other positions and offices held over the past 5 years: Member of the Advisory Board of APCOA Parking Holdings GmbH Member of the Supervisory Board of Ray Acquisition SCA and (formerly Perpetuum Beteiligungsgesellschaft mbH) (Germany). SatBirds Capital Participations SCA (Luxembourg). Partner of Investco 1 Bingen (Partnership), Investco 2 Bingen Chairman and Director of LAI BV (Netherlands). (Partnership), Lux Tiles (Luxembourg), RedBirds Participations SARL and BlueBirds II Participations SARL (Luxembourg). Chief Operating Officer of Legendre Holding 14 SAS (now Europcar Groupe) and Legendre Holding 18. Chief Operating Officer of LH APCOA, Legendre Holding 12, Legendre Holding 9 and Legendre Holding 10. Chairman of the Board of Directors of Luxstate (Luxembourg) and France Asie Participations. Permanent representative of Eurazeo on the Board of Directors of France Asie Participations. Director of Legendre Holding 18, Legendre Holding 17, Compagnie de Gérance Foncière, Lux Tiles (Luxembourg), Intermarine Holdings Director of Gruppo Banca Leonardo (Italy). BV (Netherlands) and BlueBirds Participations SA (Luxembourg). Management experience: Chairman of RedBirds France, Legendre Holding 12, Legendre Holding 7, Legendre Holding 9, Legendre Holding 10, Legendre Bruno Keller has been a Member of the Executive Board and the Holding 2, Legendre Holding 5, Legendre Holding 6, SatBirds, Chief Operating Officer of Eurazeo since May 2002. SatBirds 2 and WhiteBirds France (formerly Legendre Holding 3). He joined Eurazeo in 1990 as Chief Financial Officer, and was Partner of Investco 2 Bingen (Partnership), Legendre Holding 15, appointed as Deputy CEO in 1998. Before joining Eurazeo, Bruno SatBirds Capital SARL (Luxembourg) and SatBirds Finance SARL Keller held several positions as Statutory Auditor (Price Waterhouse: (Luxembourg). 1976-1982), Financial Manager (Elf Aquitaine Finance Department: 1982-1989) and Asset Management (Banque Indosuez: 1989- Member of the Advisory Board of Perpetuum Beteiligungsgesellschaft 1990). mbH (now APCOA Parking Holdings GmbH) (Germany). Bruno Keller is Chairman of the ANF’s Executive Board and a Managing Director of APCOA Group GmbH (formerly Perpetuum Director of Europcar Groupe. Holding Management GmbH) (Germany). Bruno Keller is a graduate of the Ecole Supérieure de Commerce de Rouen.

* Articles L. 225-21 para. 2, L. 225-77 para. 2 and L. 225-94 para. 1 of the French Commercial Code. ** Publicly-traded company.

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Management experience: He is also a member of the Rexel Supervisory Board and Partner Philippe Audouin joined Eurazeo in 2002. of Ray Investment SARL. He began his career by forming and developing his own company He is a graduate of the Hautes Etudes Commerciales (HEC) during nearly 10 years. After selling it, Philippe Audouin worked in business school in Paris. Germany as Chief Financial Officer and proxy (“Prokurist”) of the Gross compensation in euros in 2008: 585,834. first joint venture between France Telecom and Deutsche Telekom. From 1996 to 2000, Philippe Audouin was Head of Finance, Human Resources and Administration at France Telecom’s Multimedia Virginie Morgon division. He was also member of the Supervisory Board of Member of Eurazeo’s Executive Board**. PagesJaunes. From April 2000 to February 2002, he was the Chief Financial Officer of Europ@Web (Groupe Arnault). He taught for five Positions and offices currently held in companies controlled* years at the HEC Business School, including a position as senior by Eurazeo: lecturer for third-year students in the Entrepreneurs program. Chairwoman of the Supervisory Board of APCOA Parking AG Philippe Audouin is a Director of Europcar Groupe and Holdelis (Elis), (formerly AE Holding AG), a member of the Supervisory Board of ANF and Vice-Chairman of Chairwoman of the Advisory Board of APCOA Parking Holdings the Supervisory Board of APCOA Parking AG. GmbH (Germany). Philippe Audouin is a graduate of the Hautes Études Managing Director de APCOA Group GmbH (Germany). Commerciales. Chief Operating Officer of LH APCOA. Gross compensation in euros in 2008: 578,577. Chairwoman of the Supervisory Board of Groupe B&B Hotels. Chairwoman of the Board of Directors of Broletto 1 Srl (Italy). Luis Marini-Portugal Partner of Euraleo (Italy). Member of Eurazeo’s Executive Board** Positions and offices currently held other than in companies Positions and offices currently held in companies controlled* controlled* by Eurazeo: by Eurazeo: Partner of Intercos Group Srl (Italy). Chief Operating Officer of Ray France Investment, Member of the Board of Directors of Club L-Femmes Forum. Partner of Investco 4i Bingen (Partnership). Member of the Board of Directors of Women’s Forum (WEFCOS).

Positions and offices currently held other than in companies Other positions and offices held over the past 5 years: controlled* by Eurazeo: Vice-Chairwoman of the Advisory Board of APCOA Parking Partner B of Ray Investment SARL (Luxembourg), Holdings GmbH (Germany). Member of the Supervisory Board of Rexel**, Management experience: Director of Passerelles & Compétences (not-for-profit Virginie Morgon has been a member of Eurazeo’s Executive Board organization). since 2008. She co-leads the investment team. Other positions and offices held over the past 5 years: Senior Partner at Lazard Frères et Cie in Paris since 2000, after working as an investment banker in New York and London, Virginie Director of Legendre Holding 17, Arabelle and RedBirds Morgon was in charge of Lazard’s Food, Retail and Consumer Participations. sectors at the European level. In the last 15 years spent at Lazard, Representative of BlueBirds II Participations SARL on the Boards she advised numerous companies such as Air Liquide, Danone, of Directors of Eutelsat Communications, Eutelsat and SatBirds Kingfisher/Castorama, Kesa/Darty, and Publicis and established SAS. close relationships with their managers. Representative of WhiteBirds SAS on the Board of Directors of Virginie Morgon is Chairwoman of the Supervisory Board of Groupe Eutelsat. B&B Hotels, Chairwoman of the Advisory Board of APCOA Parking Partner of Eurazeo Entertainment Lux (Luxembourg). Holdings GmbH, Chairwoman of the Supervisory Board of APCOA Parking AG and Partner of Intercos Group Srl. Management experience: She sits on the Board of the Women’s Forum for the Economy & Luis Marini Portugal has been a member of the Executive Board of Society (WEFCOS) and the Board of Club L – Femmes Forum. Eurazeo since 2008. He joined Eurazeo in 1999 and has worked Virginie Morgon is a graduate of Institut d’Études Politiques in Paris on many investments, including those in Eutelsat, Ipsos, Rexel and (Economics and Finance section) and has a master’s degree in Terreal. Economics and Management (MIEM) from the University of Bocconi Before joining Eurazeo, Luis Marini Portugal worked in the (Milan, Italy). Investment Banking and Equity Research departments of JP Morgan in London and Paris. Gross compensation in euros in 2008: 1,005,517.

* Articles L. 225-21 para. 2, L. 225-77 para. 2 and L. 225-94 para. 1 of the French Commercial Code. ** Publicly-traded company.

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Gilbert Saada Chairman of the Board of Directors of Legendre Holding 17 and RedBirds Participations SA (Luxembourg). Member of Eurazeo’s Executive Board**. Permanent representative of Eurazeo on the Board of Directors of Positions and offices currently held in companies controlled* CCMX and CCMX Holding, on the Supervisory Board of Rexel and by Eurazeo: on the Board of Directors of Cegid Group. Chairman of the Board of Directors of Europcar Groupe. Chairman of the Board of Directors of SatBirds SAS. Chairman of the Board of Directors of Holdelis. Member of the Supervisory Board of Eutelsat. Chief Executive Officer and Partner of Euraleo (Italy). Director of IRR Capital, Eutelsat Communications, Eutelsat S.A and Partner of Eurazeo Italia (Italy). BlueBirds Participations SA (Luxembourg). Partner of Broletto 3 Srl (Italy) and Lauro 2007 Srl (Italy). Partner of Clay Tiles Sponsors (Luxembourg), Eurazeo Entertainment Chairman of the Board of Directors of Broletto 2 Srl (Italy). Lux (Luxembourg), Clay Tiles Participations SARL (Luxembourg).

Chairman of Catroux. Management experience: Positions and offices currently held other than in companies Gilbert Saada has been a member of Eurazeo’s Executive Board controlled* by Eurazeo: since 2002 and co-leads the investment team. Permanent representative of Eurazeo on the Board of Directors of He joined Eurazeo in 1999 as the Investment Business Development LT Participations. Director. Prior to this, he worked in the Corporate Finance Director of the Olympique Lyonnais Groupe**. department of Crédit Agricole. From 1992 to 2000, he taught corporate finance at the HEC Business School. Director of Ipsos** (his appointment will be put forward at the Ipsos Shareholders' Meeting on April 29, 2009). Gilbert Saada is Chairman of the Boards of Directors of Europcar Groupe and of Holdelis (Elis), a D irector of IPSOS (1) and Chief Member of the Board of Directors of Sirti (Italy). Executive Officer of Euraleo. Chairman of the Board of Directors of SIIT (Sociétà Italiana He is a D irector of the Olympique Lyonnais Groupe. Investimenti Tecnologici Srl) (Italy). Gilbert Saada received an advanced degree (DEA) in Economics Other positions and offices held over the past 5 years: and Statistics from Université de Paris II, a masters degree in Member of the Board of Directors of VIIT (Veicolo Italiano Investimenti International Finance from Hautes Etudes Commerciales (HEC) Tecnologici SpA) (Italy). business school and a bachelor’s degree in History from Université de Paris I. Chief Operating Officer and Director of Legendre Holding 18. Chairman of Legendre Holding 7 (now Quasarelis), Legendre Holding Gross compensation in euros in 2008: 1,154,101. 16, Legendre Holding 19, Legendre Holding 20 and SatBirds.

(1) His appointment will be put forward at the Ipsos Shareholders' Meeting on April 29, 2009.

* Articles L. 225-21 para. 2, L. 225-77 para. 2 and L. 225-94 para. 1 of the French Commercial Code. ** Publicly-traded company.

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3.4 PARTICIPATION OF MEMBERS OF THE SUPERVISORY AND EXECUTIVE BOARDS IN THE COMPANY’S CAPITAL AND OPERATIONS CARRIED OUT BY BOARD MEMBERS ON THE COMPANY’S SHARES

3.4.1 Participation of Members of the Supervisory and Executive Boards in the Company’s Capital

Table at February 13, 2009 as a percentage as a percentage Name Total shares of capital Total voting rights of voting rights Supervisory Board members Michel David-Weill 41,038 0.074% 82,076 0.108% Jean Laurent 381 0.001% 762 0.001% Antoine Bernheim 2,819 0.005% 5,638 0.007% Noel Dupuy 381 0.001% 762 0.001% Jean Gandois 382 0.001% 764 0.001% Richard Goblet d’Alviella 388 0.001% 776 0.001% Roland du Luart de Montsaulnin 1,050 0.002% 1,851 0.002% Olivier Merveilleux du Vignaux 321 0.001% 321 0.000% Jean-Pierre Rosso 317 0.001% 567 0.001% Marcel Roulet 504 0.001% 924 0.001% Henri Saint Olive 2,205 0.004% 4,205 0.006% Béatrice Stern 250 0.000% 250 0.000% Jacques Veyrat 250 0.000% 250 0.000% Théodore Zarifi 5,365 0.0 10% 8,715 0.012% TOTAL 55,651 0.1008% 107,861 0.142% Non-voting members Georges Ralli 1,923 0.003% 3,846 0.005% Jean-Pierre Richardson 408 0.001% 816 0.001% Bruno Roger 122,540 0.222% 122,730 0.162% Jean-Philippe Thierry 0 0.000% 0 0.00% TOTAL 124,871 0.226% 127,392 0.168% Executive Board members Patrick Sayer(1) 344,316 0.623% 344,316 0.455% Bruno Keller(2) 117,632 0.213% 119,212 0.157% Philippe Audouin(3) 18,670 0.034% 18,670 0.025% Luis Marini-Portugal 16,311 0.029% 16,311 0.022% Virginie Morgon 1,500(4) (-) 1,500 (-) Gilbert Saada 15,602 0.028% 15,603 0.021% TOTAL(5) 512,531 0.927% 514,112 0.679% (1) Including 135,519 shares held by persons closely connected with the individual within the meaning of the AMF directive of September 28, 2006. (2) Including 107,020 shares held by persons closely connected with the individual within the meaning of the AMF directive of September 28, 2006. (3) Including 10,745 shares held by persons closely connected with the individual within the meaning of the AMF directive of September 28, 2006. (4) Shares vested after February 13, 2009. (5) Does not include shares vested after February 13, 2009.

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3.4.2 Share transactions involving Company Officer s

SUMMARY OF EURAZEO SHARE TRANSACTIONS COVERED BY THE PROVISIONS OF ARTICLE L. 621-18-2 OF THE FRENCH MONETARY AND FINANCIAL CODE MADE DUDING THE FISCAL YEAR*

Name and title Type of financial instrument Type of transaction Number of shares Patrick Sayer Chairman of the Executive Board Shares Sale 19,429 Bruno Keller Chief Operating Officer Shares* Sale* 1,454 Luis Marini-Portugal Executive Board Member** Option to purchase shares Exercise of options 3,189 Gilbert Saada Executive Board Member Option to purchase shares Exercise of options 6,879 Jean-Pierre Richardson Non-voting member Shares Purchase 119,666 Béatrice Stern Supervisory Board Member Shares Purchase 250 Jacques Veyrat Supervisory Board Member Shares Purchase 250 * Including transactions made by persons closely connected with the individual, within the meaning of the AMF directive of September 28, 2006. ** Options granted to Mr Luis Marini-Portugal prior to his appointment to the Executive Board

3.5 SPECIALIZED COMMITTEES

The Supervisory Board has formed three specialized committees. composition of its committees at any time and remove a member These three specialized committees are permanent. Although from a committee if necessary. The operation and duties of these the term of committee membership coincides with the member’s three committees are specified in charters, the basic principles of term of office on the Supervisory Board, the latter may change the which are presented below.

3.5.1 Audit Committee

Membership: 4 members, including independents (3 until the The Audit Committee is kept informed of the Company’s accounting Shareholders' Meeting of May 14, 2008, and 2 since). rules and of any difficulties encountered in observing these rules. It examines any proposed change in accounting standards or The Audit Committee was chaired by Didier Pfeiffer until his methods. appointment expired at the Shareholders' Meeting of May 14, 2008, at which time he was succeeded by Jean Laurent, who The Executive Board and the Statutory Auditors keep the Audit was appointed by the Supervisory Board on March 27, 2008. Committee informed of anything that may expose the Company In addition to its Chairman, the Committee members are Jean to a material risk. Gandois, Richard Goblet d’Alviella, Marcel Roulet and Jean-Pierre The Committee may commission an internal or external audit on Richardson (non-voting member). any matter it considers within the scope of its responsibility. In such This committee examines the annual and half-yearly parent cases, its Chairman immediately informs the Supervisory Board company and consolidated financial statements before they are and the Executive Board. submitted to the Supervisory Board. Twice a year, the Executive Board presents the Audit Committee The Audit Committee helps select the Statutory Auditors of the with a report of the risks to which the company may be exposed. company and of the companies it directly or indirectly controls. The Committee also reviews the company’s cash position at each It ensures that these Statutory Auditors are independent and of its meetings. reviews and validates with them their audit program, audits, recommendations and follow-up actions.

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Committee meetings are convened by its Chairman. It may also be recruit an internal Statutory Auditor and has advised the preliminary convened at the request of the Chairman of the Supervisory Board tasks for this Statutory Auditor. Lastly, the Committee familiarized or the Chairman of the Executive Board. itself with the audit budget for fiscal 2008.

The Audit Committee met 4 times during fiscal 2008. The On August 27, 2008, the Committee reviewed the half-yearly parent Committee’s average attendance rate was 95%. company and consolidated financial statements to June 30, 2008. The committee also reviewed the information required to foresee any On March 25, 2008, the Committee reviewed the annual company potential corporate difficulties (French law 84-148 of 1984). It was and consolidated financial statements for the year ended also informed of the Company’s financial situation and examined December 31, 2007, presented in accordance with International the risks faced by Eurazeo Group. The Committee familiarized itself Financial Reporting Standards (IFRS). The Committee was informed with the results of an internal audit review. of the company’s financial situation, reviewed the documents presented to foresee any potential difficulties pursuant to Act 84-148 On November 27, 2008, the Committee reviewed the parent of 1984, and met with the company’s finance staff. The Committee company’s quarterly financial statements to September 30, also examined the draft internal compliance report prepared by 2008, the company’s cash position and the provisional financial the Chairman of the Supervisory Board and inspected the draft statements for 2008. The internal Statutory Auditor presented the Audit Committee report. It also met with the Statutory Auditors, results of the audit tasks completed, and the Committee agreed the renewed the appointment of one of them and familiarized itself with internal audit program for 2009. Lastly, the Committee adopted the the Statutory Auditors’ fees paid in respect of fiscal 2007. It also changes made to the securities trading code of conduct introduced participated in the Statutory Auditors’ selection process (expired in 2004. terms). An unscheduled meeting chaired by a consultant from Ernst & Young On June 16, 2008, the Committee reviewed the parent company was held to examine future IFRS changes. quarterly financial statements for the period ended March 31, For 2008, an aggregate sum of €52,500 was attributed to this 2008. It was informed of the company’s financial situation and the Committee’s members in proportion to their attendance at schedule for the preparation of the half-yearly financial statements meetings. This represented an average amount of €9,375 for each to June 30, 2008. The committee has implemented its decision to member and €15,000 for the Chairman.

3.5.2 Compensation and Appointment Committee

Membership: 2 independent members(1). to this person’s annual compensation and is subject to review by a specialized external consulting firm. The Compensation and Appointment Committee consists of Jean Gandois, Chairman, and Olivier Merveilleux du Vignaux. The Committee also makes recommendations on the appointment, re-appointment and dismissal of Supervisory and Executive Board The Committee makes proposals to the Supervisory Board members. It is kept informed of recruitment and compensation paid concerning the compensation of its Chairman, Vice-Chairman and to senior executives. Executive Board members, the amount of Directors’ fees subject to shareholder approval at the annual meeting and stock options Meetings of the committee are called at least once a year by its granted to Executive Board members. Chairman. It may also be convened at the request of the Chairman of the Supervisory Board or the Chairman of the Executive Board. The compensation of Executive Board members is determined individually for each member. The Committee determines the The Committee met 4 times in 2008 and was consulted on the amount of variable compensation – which may usually range implementation of the stock option allocation plan for 2008 and from 0% to 60% of total compensation – essentially on the basis on the compensation of Executive Board members for 2009. of the quality of the past year’s performance. A table showing The Committee recommended the Board appointment of Luis the breakdown between the fixed and variable portions of each Marini-Portugal at its meeting of June 17, 2008. At its meetings Executive Board member’s compensation is provided on pages 42 of November 13 and 25, 2008, the Committee examined to 43 of this document. recommendations made in the AFEP/MEDEF Code of Corporate Governance and the new carried interest program. The Committee’s The Compensation and Appointment Committee also reviews attendance rate was 100%. stock options granted to individual Executive Board members and aggregate stock options granted to Eurazeo’s salaried employees. A total of €8,700 euros in fees was allocated to members of this To ensure the continued loyalty of its key executives, Eurazeo has committee in proportion to their attendance at meetings. The made it a policy to grant stock options on a regular basis. The Committee Chairman received €4,500 of this total. number of stock options granted to each person is determined on the basis of the ratio of the potential capital gain on these options

(1) At December 31, 2008. Richard Goblet d’Alviella was appointed as a member of the Compensation and Appointment Committee by the Supervisory Board meeting of March 26, 2009.

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3.5.3 Finance Committee

Membership: 6 members, including 2 independent(2). Finance committee meetings are called by its Chairman whenever necessary. It may also be convened at the request of the Chairman of The Finance Committee consists of Michel David-Weill, Chairman, the Supervisory Board or the Chairman of the Executive Board. and Jean Gandois, Jean Laurent, Marcel Roulet, Jacques Veyrat and Bruno Roger (non-voting member). It met once in 2008, with an 80% attendance rate.

It examines and gives its opinion on certain planned investments Total attendance fees of €27,000 were allocated to the members and transactions that are subject to the Supervisory Board’s of this committee in respect of their attendance during 2008. The approval as required by law or the company’s Bylaws. Committee Chairman received €9,000 of this total.

3.6 COMPENSATION AND OTHER BENEFITS RECEIVED BY COMPANY OFFICERS

3.6.1 The principles governing the compensation of Company Officer s

The compensation paid to Executive Board members is based on Stock options are vested in stages after three successive vesting the following key principles: periods, and are subject to the beneficiary being employed by the Company at the end of each vesting period concerned. It is made up of a fixed element, a variable element, job-related benefits in kind and allocations of stock options and/or bonus Furthermore, the definitive vesting of the third tranche is subject shares. to the stock market performance of Eurazeo as described in the special report on stock options (section 7.1). The level of compensation is set by the Supervisory Board on the basis of recommendations made by the Compensation and Stock option grants will be carried out on the same calendar period. Appointment Committee. With respect to all the Stock option plans implemented (excluding plans 2001/2 and 2008/1), the Executive Board granted the said The fixed compensation packages set for 2009 and the variable options at the meeting following the Shareholders’ Meeting. compensation payable in respect of fiscal year 2008 were agreed at the Supervisory Board meeting of December 9, 2008 on the Furthermore, in order to ensure that the options, measured basis of Compensation Committee recommendations made on in compliance with IFRS, do not represent a disproportionate November 25, 2008. percentage of the compensation, grants cannot be more than twice each individual’s total compensation. Variable compensation is set on the basis of targets achieved for the previous year. In order to comply with the provisions of the fourth paragraph of Article L. 225-185 of the French Commercial Code, each Executive The Supervisory Board of March 26, 2009 decided, on a proposal Board member shall be required to hold in a registered account, submitted by the Compensation and Appointment Committee of throughout the term of his/her office, either directly or indirectly, March 18, 2009, that as from fiscal year 2009, variable compensation through wealth management or family structures, a minimum would be calculated on the basis of the two criteria below: number of shares issued from the exercise of the options, I 50% of the variable portion will be calculated on the basis of corresponding to the equivalent of thirty-six months’ compensation the NAV trend; (fixed + variable) for the Chairman of the Executive Board, on the understanding that these holding levels must be reached within a I 50% of the variable portion will be linked to qualitative criteria to period of one year and twenty-four months’ compensation within be proposed by the Chairman of the Executive Board. five years for the other members of the Executive Board.

STOCK OPTIONS DEFINED BENEFIT PENSION PLANS The Compensation and Appointment Committee also sets the In the same way as the managerial staff of Eurazeo, and in number of stock options and/or bonus shares to be granted to recognition of their contribution to the business, the company’s each Executive Board member. Directors are covered by an additive defined benefit pension plan designed to provide them with additional pension income during retirement. The amount of this additional pension is related to the

(2) Mr Veyrat was appointed to the Finance Committee by the Supervisory Board on June 9, 2008.

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level of compensation received by the individual concerned at the with French pensions legislation. The reference compensation time he/she retires and his/her length of service. used to calculate the basis of rights, includes the items below, excluding any other data: the gross annual compensation and the The total amount of the additional pension allocated to a beneficiary variable compensation. The reference compensation selected to meeting all the applicable pension payment conditions is equivalent calculate the income, shall be capped at twice the gross annual to 2.5% of the reference compensation per year of service (subject compensation, for all persons concerned. to a maximum of 24 years). The granting of this benefit is subject to the beneficiary completing his/her career with the company. At its meeting of March 26, 2009, the Supervisory Board granted permission for each Executive Board member (individually) to In accessing this benefit, members of the Executive Board are benefit from this pension scheme. bound by the same conditions as managerial staff.

As part of implementing AFEP/MEDEF recommendations, the collective arrangements applicable to all Eurazeo managerial staff OTHER CONTRACTS have been amended to include an additional condition of four In common with all company staff, Executive Board members are years’ service with the company and the adoption as reference covered by the same contributions and benefits of group healthcare (when setting the benchmark compensation for use in calculating cost reimbursement, welfare and accident insurance schemes. pension entitlement) of the average gross compensation (fixed and variable components) for the last 36 months, in accordance

3.6.2 Tables required under AMF recommendations

Compensation paid to Company Officers in 2007 and 2008 is presented in the table below.

TABLE 1 – SUMMARY OF COMPENSATION AND STOCK OPTIONS AND BONUS SHARES ALLOCATED TO EACH COMPANY OFFICER

PATRICK SAYER - Chairman of the Executive Board (In euros) 2007 2008 Compensation payable in respect of the fiscal year (see table 2 for details) 1,408,172 1,311,717 Value of stock options granted during the fiscal year (see table 4 for details) 2,172,664 2,399,908 Value of bonus shares granted during the fiscal year (see table 6b for details) - 2,468 TOTAL 3,580,836 3,714,093

BRUNO KELLER - Chief Operating Officer (In euros) 2007 2008 Compensation payable in respect of the fiscal year (see table 2 for details) 863,813 805,130 Value of stock options granted during the fiscal year (see table 4 for details – see also remarks) 1,492,150 694,602 Value of bonus shares granted during the fiscal year (see table 6b for details) - 2,468 TOTAL 2,355,963 1,502,200

PHILIPPE AUDOUIN – Chief Financial Officer - Executive Board Member (In euros) 2007 2008 Compensation payable in respect of the fiscal year (see table 2 for details) 528,893 516,077 Value of stock options granted during the fiscal year (see table 4 for details) 348,556 511,120 Value of bonus shares granted during the fiscal year (see table 6b for details) - 2,468 TOTAL 877,449 1,029,665

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LUIS MARINI-PORTUGAL – Director of Investments - Executive Board Member (In euros) 2007 2008 Compensation payable in respect of the fiscal year (see table 2 for details) 477,283 516,994 Value of stock options granted during the fiscal year (see table 4 for details – see also remarks) - - Value of performance-based shares granted during the fiscal year (see table 6b for details) -- TOTAL 477,283 516,994

VIRGINIE MORGON – Director of Investments - Executive Board Member (In euros) 2007 2008 Compensation payable in respect of the fiscal year (see table 2 for details) 520,000 1,005,517 Value of stock options granted during the fiscal year (see table 4 for details – see also remarks) - 1,459,578 Value of bonus shares granted during the fiscal year (see table 6b for details) - 2,468 TOTAL 520,000 2,467,563

GILBERT SAADA – Director of Investments - Executive Board Member (In euros) 2007 2008 Compensation payable in respect of the fiscal year (see table 2 for details) 1,054,367 991,601 Value of stock options granted during the fiscal year (see table 4 for details) 651,820 711,078 Value of bonus shares granted during the fiscal year (see table 6b for details) - 2,468 TOTAL 1,706,187 1,705,147

TABLE 2 – SUMMARY OF COMPENSATION PAID TO EACH COMPANY OFFICER

PATRICK SAYER Amounts for 2007 Amounts for 2008 (In euros) payable(1) paid(2) payable(1) paid(2) Fixed portion of compensation 600,000 600,000 700,000 700,000 Variable portion of compensation 800,000 600,000 600,000 800,000 Special payments Directors’ attendance fees Benefits in kind (company car) 8,172 8,172 11,717 11,717 TOTAL 1,408,172 1,208,172 1,311,717 1,511,717 (1) Compensation payable in respect of the current fiscal year is payable in the next fiscal year. The variable compensation due for 2008 has been slashed by 25% compared to 2007. (2) Variable compensation paid in the current fiscal year is that payable in respect of the previous fiscal year.

BRUNO KELLER Amounts for 2007 Amounts for 2008 (In euros) payable(1) paid(2) payable(1) paid(2) Fixed portion of compensation 400,000 400,000 500,000 500,000 Variable portion of compensation 460,000 415,000 300,000 460,000 Special payments Directors’ attendance fees Benefits in kind (company car) 3,813 3,813 5,130 5,130 TOTAL 863,813 818,813 805,130 965,130 (1) Compensation payable in respect of the current fiscal year is payable in the next fiscal year. The variable compensation due for 2008 has been slashed by 35% compared to 2007. (2) Variable compensation paid in the current fiscal year is that payable in respect of the previous fiscal year.

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PHILIPPE AUDOUIN Amounts for 2007 Amounts for 2008 (In euros) payable(1) paid(2) payable(1) paid(2) Fixed portion of compensation 275,000 275,000 325,000 325,000 Variable portion of compensation 250,000 225,000 187,500 250,000 Special payments Directors’ attendance fees Benefits in kind (company car) 3,893 3,893 3,577 3,577 TOTAL 528,893 503,893 516,077 578,577 (1) Compensation payable in respect of the current fiscal year is payable in the next fiscal year. The variable compensation due for 2008 has been slashed by 25% compared to 2007. (2) Variable compensation paid in the current fiscal year is that payable in respect of the previous fiscal year.

LUIS MARINI-PORTUGAL Amounts for 2007 Amounts for 2008 (In euros) payable(1) paid(2) payable(1) paid(2) Fixed portion of compensation 153,743 153,743 260,808 260,808 Variable portion of compensation 323,540 293,750 254,700 323,540 Special payments Directors’ attendance fees Benefits in kind (company car) 0 0 1,486 1,486 TOTAL 477,283 447,493 516,994 585,834 Luis Marini-Portugal (Director of Investments) was nominated as member of the Executive Board on June 19, 2008. The compensation shown for 2008 relates to the full year (before and after appointment to the Executive Board). (1) Compensation payable in respect of the current fiscal year is payable in the next fiscal year. The variable compensation due for 2008 has been slashed by 21% compared to 2007. (2) Variable compensation paid in the current fiscal year is that payable in respect of the previous fiscal year.

VIRGINIE MORGON Amounts for 2007 Amounts for 2008 (In euros) payable(1) paid(2) payable(1) paid(2) Fixed portion of compensation 20,000 20,000 500,000 500,000 Variable portion of compensation 500,000 0 500,000 500,000 Special payments Directors’ attendance fees Benefits in kind (company car) 0 0 5,517 5,517 TOTAL 520,000 20,000 1,005,517 1,005,517 (1) Variable compensation payable in respect of the current fiscal year is payable in the next fiscal year. Variable compensation due in respect of 2007 and 2008 is guaranteed under the terms of the employment agreement. (2) Variable compensation paid in the current fiscal year is that payable in respect of the previous fiscal year. (3) Virginie Morgon was appointed to the Executive Board on January 22, 2008. She received no compensation for duties as an Executive Board member in 2007. However, she received compensation as an employee and benefited from loans.

GILBERT SAADA Amounts for 2007 Amounts for 2008 (In euros) payable(1) paid(2) payable(1) paid(2) Fixed portion of compensation 400,000 400,000 500,000 500,000 Variable portion of compensation 650,000 450,000 487,500 650,000 Special payments 200,000 Directors’ attendance fees Benefits in kind (company car) 4,367 4,367 4,101 4,101 TOTAL 1,054,367 1,054,367 991,601 1,154,101 (1) Compensation payable in respect of the current fiscal year is payable in the next fiscal year. The variable compensation due for 2008 has been slashed by 25% compared to 2007. (2) Variable compensation paid in the current fiscal year is that payable in respect of the previous fiscal year.

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TABLE 3 - BOARD MEMBER FEES AND OTHER COMPENSATION PAID TO NON-EXECUTIVE CORPORATE OFFICERS

Supervisory Board members Amounts in euros paid in 2007 Amounts in euros paid in 2008 Michel David-Weill Board member fees 57,000 57,000 Other compensation 300,000 300,000 Jean Laurent Board member fees 28,000 49,286 Other compensation - - Antoine Bernheim Board member fees 16,000 20,571 Other compensation - - Noël Dupuy Board member fees 18,000 17,143 Other compensation - - Jean Gandois Board member fees 44,500 44,500 Other compensation - - Richard Goblet d’Alviella Board member fees 32,000 31,500 Other compensation - - Hervé Guyot (1) Board member fees 24,000 20,571 Other compensation - - Roland du Luart de Montsaulnin Board member fees 20,000 22,286 Other compensation - - Olivier Merveilleux du Vignaux Board member fees 27,000 27,000 Other compensation - - Jean-Pierre Rosso Board member fees 22,000 20,571 Other compensation - - Marcel Roulet Board member fees 40,000 40,000 Other compensation 91,164 91,164 Henri Saint Olive Board member fees 24,000 24,000 Board member fees paid by ANF* 8,100 7,683 Other compensation - - Béatrice Stern Board member fees - 14,357 Other compensation - - Jacques Veyrat Board member fees - 12,643 Other compensation - - Théodore Zarifi Board member fees 24,000 24,000 Board member fees versés par ANF* 9,500 9,500 Other compensation - - Didier Pfeiffer(2) Board member fees 48,000 15,643 Other compensation - - Bruno Bonnell(2) Board member fees 20,000 7,929 Other compensation - - (1) Mr Guyot resigned from his responsibilities on February 11, 2009. (2) Members of the Supervisory Board until May 14, 2008. * Company controlled by Eurazeo under the terms of Article L. 233-16 of the French Commercial Code.

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Non-voting members Amounts (in euros) paid in 2007 Amounts (in euros) paid in 2008 Bruno Roger Board member fees 28,000 22,286 Other compensation -- Georges Ralli Board member fees 16,000 18,857 Other compensation -- Jean-Philippe Thierry Board member fees 16,000 18,857 Other compensation -- Jean-Pierre Richardson** Board member fees 32,000 30,571 Other compensation -- (**) Non-voting board member since the Shareholders' Meeting of May 14, 2008.

TABLE 4 – OPTIONS TO SUBSCRIBE OR PURCHASE SHARES GRANTED TO EACH COMPANY OFFICER DURING THE FISCAL YEAR

Value of options arrived at by applying the Number method used in of options the consolidated allocated Options allocated financial during to each Company Type of statements the fiscal Exercise Officer Plan no. and date stock options (in euros) year(1) price(1) Exercise period Patrick Sayer(5) May 20, 2008 Call options 2,399,908 117,164 €80.63 May 20, 2010 – May 20, 2018 Bruno Keller(5) May 20, 2008 Call options 384,062 18,750 €80.63 May 20, 2010 – May 20, 2018 (2) Dec. 19, 2008 Call options 310,540 62,108 €28.58(2) Dec. 19, 2012 – Dec. 19, 2018 Philippe Audouin(5) May 20, 2008 Call options 511,120 24,953 €80.63 May 20, 2010 – May 20, 2018 Luis Marini-Portugal(4) Virginie Morgon(3) February 5, 2008 Call options 748,500 52,500 €71.26 February 5, 2010 – February 5, 2018 (5) May 20, 2008 Call options 711,078 34,715 €80.63 May 20, 2010 – May 20, 2018 Gilbert Saada(5) May 20, 2008 Call options 711,078 34,715 €80.63 May 20, 2010 – May 20, 2018 (1) Call options adjusted to reflect capital transactions. (2) Granting of ANF share options in respect of his role as Chairman of the Executive Board. (3) Virginie Morgon was granted 50,000 stock options on her appointment to the Executive Board. (4) Luis Marini-Portugal was granted stock options prior to his Executive Board appointment. (5) Progressive purchase in tranches of one third in 2010, one third in 2011 and one third in 2012.

TABLE 5 – OPTIONS TO SUBSCRIBE OR PURCHASE SHARES EXERCISED BY EACH COMPANY OFFICER DURING THE FISCAL YEAR

Number of options Options exercised by each Company exercised during the Officer Plan no. and date fiscal year Exercise price Allocation year Patrick Sayer - Bruno Keller - Philippe Audouin - Luis Marini-Portugal(1) 2001/2 Plan 3,189 €40.58 2001 Virginie Morgon - Gilbert Saada 2003 Plan 4,194 €33.00 2003 2004 Plan 2,685 €39.19 2004 (1) The options granted to Mr Marini-Portugal were attributed to him while he was an employee.

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TABLE 6 – PERFORMANCE-BASED SHARES ALLOCATED TO EACH COMPANY OFFICER

Value of shares arrived at by applying the method used in Performance-based shares allocated to Number of shares the consolidated each Company Officer during the fiscal allocated during financial year Plan no. and date the fiscal year statements Date of acquisition Date of availability NONE

TABLE 6 B – BONUS SHARES ALLOCATED TO EACH EXECUTIVE CORPORATE OFFICER DURING THE FISCAL YEAR

Value of shares according to the Number method used in of shares the consolidated allocated financial Bonus shares allocated to each executive corporate Plan no. during statements Date of Date of officer during the fiscal year (1) and date the fiscal year (in euros) acquisition(3) availability Patrick Sayer 2008 35 2,468 01/21/2010 01/21/2012 Bruno Keller 2008 35 2,468 01/21/2010 01/21/2012 Philippe Audouin 2008 35 2,468 01/21/2010 01/21/2012 Luis Marini-Portugal (2) Virginie Morgon 2008 35 2,468 01/21/2010 01/21/2012 Gilbert Saada 2008 35 2,468 01/21/2010 01/21/2012 (1) Bonus shares granted to all staff, including corporate officers, which may be allocated to the Company Savings Plan. (2) Mr. Marini-Portugal was not a member of the Executive Board when the shares were allocated. (3) Following a two-year purchase period.

TABLE 7 – PERFORMANCE-BASED SHARES BECOMING AVAILABLE TO EACH COMPANY OFFICER DURING THE FISCAL YEAR

Number of shares Performance-based shares becoming becoming available Conditions governing available to Company Officer s Plan no. and date during the fiscal year acquisition Allocation year NONE

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TABLE 8 - HISTORICAL DATA RELATING TO SHARE SUBSCRIPTION OR PURCHASE OPTIONS GRANTED (EXECUTIVE BOARD MEMBERS)

Plans 2002 Plan 2003 Plan 2004 Plan 2005 Plan 2006 Plan 2007 Plan 2008/1 Plan 2008/2 Plan Date of Executive Board meeting 07/01/2002 06/03/2003 06/25/2004 07/05/2005 06/27/2006 06/04/2007 02/05/2008 05/20/2008 Adjusted initial number of shares that can be purchased or subscribed by Executive Board 608,127 127,418 85,517 66,082 157,708 147,118 52,500 230,297 members(5) of which number available for purchase or subscription by: Patrick Sayer 486,501---86,022 79,077 - 117,164 Bruno Keller 60,813 63,709 46,831 36,188 30,825 31,631 - 18,750 Gilbert Saada 60,813 63,709 38,686 29,894 26,524 23,724 - 34,715 Virginie Morgon - - - - - 52,500 34,715 Luis Marini-Portugal(4) ------Philippe Audouin(4) - - - - 14,337 12,686 - 24,953 Beginning of option exercise period 07/01/2006 06/03/2007 06/25/2008 07/06/2009 06/28/2010 (2) 02/05/2010 (3) Expiration date 06/30/2012 06/03/2013 06/25/2014 07/06/2015 06/27/2016 06/04/2017 02/05/2018 05/20/2018 Acquisition price 36.00 31.42 37.32 56.72 69.75 105.20 71.26 80.63 Exercise terms (when the plan has several tranches) (1) ----(2) - (3) Total number of shares purchased or subscribed at 12/31/2008 592,404 127,418 11,852 - - - - - Total number of subscription or purchase options canceled or expired ------Stock options remaining at year end 15,723 - 73,665 66,082 157,708 147,118 52,500 230,297 (1) Options granted and finalized in four equal installments on July 1, 2002, 2003, 2004 and 2005. (2) Stock options may be exercised by beneficiaries immediately after they are purchased. These acquisitions will vest only in three stages: one-third in 2009, one-third in 2010 and one-third in 2011. (3) Stock options may be exercised by beneficiaries immediately after they are purchased. These acquisitions will vest only in three stages: one-third in 2010, one-third in 2011 and one-third in 2012. (4) Does not include the options granted as an employee . (5) Number of initially-grated options, adjusted to reflect capital transactions.

TABLE 9 – OPTIONS GRANTED TO THE 10 NON-COMPANY OFFICER S HOLDING THE MOST OPTIONS

Stock options granted to the 10 non-Company Officer s Average holding the most options(1) Total number price weighted Plan Options granted during the year 63,049 €80,63 2008/2

Options exercised by the 10 non-Company Officer s Average holding the most options(2) Total number price weighted Plan Options exercised during the year 29,263 €49,04 2001/1 467 €40,58 2001/2 5,436 €33,00 2003 38,686 € 37,32 2004 (1) Stock options granted to the 10 employees who have received the highest number of stock options. (2) Stock options exercised by the 10 employees who have purchased or subscribed the highest number of stock options.

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TABLE 10 - SUMMARY OF CERTAIN INFORMATION REQUIRED IN COMPLIANCE WITH AFEP/MEDEF RECOMMENDATIONS

Payments or benefits payable or likely to become payable as a result of Payments relating Contract Supplementary cessation or change to non-competition of employment pension plan of responsibilities clause Company Officer s YES NO YES NO YES NO YES NO Patrick Sayer XX X X Chairman of the Executive Board Appointed: 2006 Appointment ends: 2010 Bruno Keller X(1) XX X Chief Operating Officer Appointed: 2006 Appointment ends: 2010 Philippe Audouin XXX X Chief Financial Officer Executive Board Member Appointed: 2006 Appointment ends: 2010 Luis Marini-Portugal XXXX Director of investments Executive Board Member Appointed: 2008 Appointment ends: 2010 Virginie Morgon XXXX Director of investments Executive Board Member Appointed: 2008 Appointment ends: 2010 Gilbert Saada XXX X Director of investments Executive Board Member Appointed: 2006 Appointment ends: 2010 (1) As the salaried Deputy Chief Operating Officer, Mr. Bruno Keller had an indefinite employment agreement with the Company signed on April 25, 2001. It is also recalled that the appointment of Mr. Bruno Keller as member of the Executive Board and Chief Operating Officer of the Company resulted in the suspension of his employment agreement with the Company until the date of termination of his duties as a member of the Executive Board. The terms of compensation and the benefits and indemnities for Bruno Keller as a member of the Company’s Executive Board will apply to the employment agreement of Bruno Keller with the Company on the date on which the said employment agreement comes into force, in other words on the day on which the appointment of Bruno Keller as the Company’s Executive Board member will be terminated. It is also specified that on that same date, the non-competition clause currently in schedule 1 to Bruno Keller’s employment agreement will become applicable again.

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3.6.3 Compensation payable on termination of Company Officer appointments

3.6.3.1. CRITERIA FOR APPLYING COMPENSATION The criteria applying to dismissal compensation are detailed in ON DISMISSAL OR REDUNDANCY, AND paragraph 3.6.3.1 above. SPECIAL COMPENSATION ON TERMINATION c) All the outstanding stock options granted to Patrick Sayer will The criteria for determining compensation in the event of dismissal become exercisable in advance on the date of the Dismissal or redundancy (and special compensation for termination) without Just Cause. described below for each Executive Board member were set by the Supervisory Board meeting of March 27, 2008 in order to 3.6.3.3. BRUNO KELLER, CHIEF OPERATING OFFICER bring these payments in line with Article 17 of Law 2007-1223 of August 21, 2007. In the context of the present paragraph 3.6.3.3, Dismissal without Just Cause shall be any case of dismissal by the Supervisory Board The criterion adopted makes payment of this compensation subject or the Shareholders’ Meeting of Eurazeo for any reason that would to the beneficiary’s individual performance compared with that of not be considered as gross misconduct if it had been committed the Company. by an employee.

These payments apply to all Executive Board members, and will The same applies in the event of a takeover bid or exchange offer on be paid only if the Net Adjusted Asset Value (NAV in French) per Eurazeo’s shares, followed by the dismissal of Bruno Keller from his share has increased between the most recent appointment date duties as Chief Operating Officer of the Eurazeo Executive Board. for the member concerned and the end of his/her term of office, calculated as follows: In the event of Dismissal without Just Cause before the expiry of the four (4) year term commencing as from the date of the Supervisory I if the increase in NAV per share averages at least 6% per annum Board meeting on March 21, 2006 (i.e., before March 21, 2010), it over the period, the Executive Board member concerned will is agreed that: receive full compensation; a) Bruno Keller will be subject to the non-competition and non- I if the increase in NAV per share averages between 4% and solicitation obligations in his employment agreement, as from 6% per annum over the period, the Executive Board member the date on which it once again enters into force; concerned will receive between 50% and 100% of the compensation calculated on a linear basis between 50% and b) Bruno Keller will be entitled to indemnities from Eurazeo equal 100%; to 18 months compensation (this being equivalent to the compensation paid during the previous 12 months), without I if the increase in NAV per share averages below 4% per year prejudice to all his other rights. over the period, the Executive Board member concerned will receive only 50% of the full termination compensation. The criteria applying to dismissal compensation are detailed in paragraph 3.6.3.1 above; 3.6.3.2. PATRICK SAYER, CHAIRMAN c) All the outstanding stock options granted to Bruno Keller will OF THE EXECUTIVE BOARD become exercisable in advance on the date of the Dismissal without Just Cause. In the context of the present paragraph 3.6.3.2, Dismissal without Just Cause shall be any case of dismissal by the Supervisory Board or the Shareholders’ Meeting of Eurazeo for any reason that would 3.6.3.4. PHILIPPE AUDOUIN not be considered as gross misconduct if it had been committed Except in the event of dismissal for gross or willful misconduct, by an employee. if Philippe Audouin is dismissed before the four (4) year term commencing as from the date of the Supervisory Board meeting The same applies in the event of a takeover bid or exchange offer on March 21, 2006 (i.e., before March 21, 2010): on Eurazeo’s shares, followed by the dismissal of Patrick Sayer from his position of Chairman of the Eurazeo Executive Board. a) Philippe Audouin will be bound by a non-competition, non- solicitation obligation for a period of six (6) months for any future In the event of Dismissal without Just Cause before the expiry of the activity, the terms of which are contained in Schedule 1 to his four (4) year term commencing as from the date of the Supervisory employment agreement; Board meeting on March 21, 2006 (i.e., before March 21, 2010), it is agreed that: b) Philippe Audouin will be entitled to compensation from Eurazeo equal to 1 year’s compensation (this being equivalent to the a) Patrick Sayer will not be bound by a non-competition, non- compensation paid during the previous 12 months), without solicitation obligation or any such obligation regarding his future prejudice to all his other rights. activity; The criteria applying to redundancy compensation are detailed b) Patrick Sayer will be entitled to compensation from Eurazeo equal in paragraph 3.6.3.1 above; to two (2) years’ compensation, this amount being equivalent to the total (fixed and variable) compensation package paid in c) all outstanding stock options granted to him shall be eligible for respect of the previous 12 months, without prejudice to all his early exercise as of the date his employment agreement expires other rights; or his duties as member of the Executive Board terminate.

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3.6.3.5 LUIS MARINI-PORTUGAL Special allowance for termination Non-competition and non-solicitation clause. Except in the event of dismissal for gross or willful misconduct, should Virginie Morgon be dismissed, she will be entitled to In the event of resignation before March 21, 2010, Luis Marini- compensation equal to: Portugal will be subject to a six-month non-competition obligation, as described in his employment agreement. This prohibition is a) two (2) years of compensation (equal to the compensation paid applicable inside the European Union, in Switzerland and the in the previous 12 months), if her employment is terminated Channel Islands. within two years of joining the Company;

During the entire period of application of this obligation, Luis Marini- b) one (1) year of compensation (equal to the compensation paid in Portugal will be given a monthly gross allowance corresponding to the last 12 months), if her employment is terminated more than 33% of his Compensation over the last 12 months. The Company three years after joining the Company. will be able to free itself of this obligation and release Luis Marini- Her total compensation, both fixed and variable, is taken into account Portugal of the non-competition obligation within two weeks after in calculating this compensation. This special compensation for it is notified of the termination of his employment. termination includes compensation to which she may be entitled Luis Marini-Portugal is also subject to a one-year non-solicitation by law and according to the collective bargaining agreement, taking obligation in the event of termination of his employment into account service in other companies since February 1, 1992. agreement. It will not be less than the compensation due under law and the collective agreement. Special allowance for termination The criteria for applying the special termination allowance are Except in the event of dismissal for gross misconduct, should Luis detailed above in paragraph 3.6.3.1. Marini-Portugal’s employment be terminated before March 21, c) all outstanding stock options granted to Virginie Morgon that 2010, he will be entitled to receive an allowance equal to one year remain unexercised shall become eligible for early exercise if of his Compensation (this being equal to the compensation paid her employment agreement expires or is terminated, unless she during the last 12 months). resigns or is fired for gross or willful misconduct. The total compensation, both fixed and variable (the “Compensation”) is taken into account in calculating this allowance. Change in control

This special termination allowance will be added to any legal and In the event that a change of control occurs within four (4) years statutory allowances that may be due. as from the day Virginie Morgon begins employment, she may ask the Company, for a period of six (6) months as from the effective The criteria for applying the special termination allowance are change of control, to terminate this contract according to the terms detailed above in paragraph 3.6.3.1. set out in her employment agreement (see section 5.6 Information of potential relevance in the event of a takeover bid). 3.6.3.6. VIRGINIE MORGON

Non-competition and non-solicitation clause 3.6.3.7 GILBERT SAADA Except in the event of dismissal for gross or willful misconduct, if In the event of resignation (on the understanding that resignation Gilbert Saada is dismissed before the four (4) year term commencing following a change in control will not fall under the same category as on the date of the Supervisory Board meeting on March 21, 2006, a resignation), Virginie Morgon will be subject to a non-competition i.e. before March 21, 2010: obligation of six (6) months with respect to her future activity, the terms of which are set out in her employment agreement. This a) Gilbert Saada will be bound by a non-competition, non- prohibition is applicable inside the European Union, in Switzerland solicitation obligation for a period of six (6) months for any future and the Channel Islands. activity, the terms of which are contained in Schedule 1 to his employment agreement; During the entire period of application of this obligation, Virginie Morgon will be given a monthly gross compensation for damage b) Gilbert Saada will be entitled to compensation from Eurazeo corresponding to 33% of her fixed and variable compensation equal to 1 year’s compensation (this being equivalent to the over the last 12 months. The Company will be able to free itself of compensation paid during the previous 12 months), without this obligation and release Virginie Morgon of the non-competition prejudice to all his other rights. obligation within two weeks after it is notified of the termination of The criteria applying to redundancy compensation are detailed her employment. in paragraph 3.6.3.1 above; Virginie Morgon is also subject to a one-year non-solicitation c) all outstanding stock options granted to him shall be eligible for obligation in the event of termination of her employment early exercise as of the date his employment agreement expires agreement. or his duties as member of the Executive Board terminate. These obligations will be applicable for four years as from the date of signing the employment agreement.

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3.6.4 Other benefit-related information

At December 31, 2008, the total amount of defined benefit pension Patrick Sayer also benefits from all other entitlements and benefits commitments in respect of Executive Board members was commensurate with his position as Chairman of the Company’s €15,536,000, including hedge assets. Executive Board, and in particular from public liability insurance covering all action taken by him in his capacity as Chairman of All Executive Board members benefit from the use of a company the Executive Board for the full duration of his appointment with car. The amount shown in the “Benefits in kind” line of Table 2 Eurazeo. above for each Executive Board member refers exclusively to the use of a company car. Bruno Keller continues to benefit from all other entitlements and benefits commensurate with his position as a member of Patrick Sayer and Bruno Keller continue to be covered by the senior the Company’s Executive Board and Chief Operating Officer of executive insurance policy (garantie sociale des chefs d’entreprises Eurazeo, and in particular from public liability insurance covering or “GSC”), the premiums for which are paid by the Company. all action taken by him in his capacity as Chief Operating Officer for the full duration of his appointment with Eurazeo.

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4 RISK MANAGEMENT - RISK FACTORS AND INSURANCE

4.1 ENVIRONMENTAL AND HEALTH RISKS

In the course of its business, Eurazeo invests its own funds and is examined, consideration is given to the specific risks to which accordingly exposed to risks associated with any equity investment the target company may be exposed in its business. In particular, activity. The Company makes it a point to comply with a strict due diligence is performed whenever specific risks are identified, code of conduct and, whenever necessary, employs specialized including those pertaining to their environment. experts and consultants. Whenever planned investments are

4.1.1 Environmental risks

When considering investment opportunities, our staff thoroughly Environmental legislation and regulations as well as administrative examines this aspect. The identification of a significant risk could obligations have changed rapidly in recent years. It is very likely cause the reconsideration of an investment project. that these governmental obligations as well as their application will become increasingly stringent, thus increasing operating Subsidiaries of Europcar and Elis are exposed to environmental costs. Europcar could also be the subject of legal proceedings risks. by government agencies or private institutions related to the environment. Although Europcar currently complies with EUROPCAR GROUP environmental regulations and laws, maintaining this compliance could become more expensive in the future, and thus have a Europcar’s business has many environmental implications that material impact on its financial statements, operating income and require it to make sustained efforts in the area of environmental cash flows. protection. Europcar has obtained ISO 14001 certification for its environmental The environmental regulations and legislation applicable to Europcar management system in Spain and Italy. concern, in particular: In particular, each subsidiary has drawn up a registration and I the operation and maintenance of its cars, trucks and other compliance program for the maintenance and replacement of petrol types of vehicles, such as buses and minibuses; tanks in accordance with local legislation. However, in spite of these I the use of tanks for storing petroleum products such as petrol, precautions, Europcar cannot be fully assured at all times that there diesel and used fuel; are no leaks and that none of its facilities are being incorrectly used. I the use, storage and handling of hazardous substances including fuel and lubricants;

I the regeneration, storage, transportation and destruction of ELIS GROUP waste, including used fuel, oil change waste, waste from car Elis production sites are facilities listed under environmental washing products and water and other hazardous products; protection (Installations Classées au titre de la Protection de l’Environnement), governed by a prefectorial order of authorization I the cleanliness and operation of the buildings where Europcar for large production volumes and declaration certificates for smaller operates. sites. Europcar incurs and will continue to incur the expenditure required Elis’ traditional industrial laundries are exposed to limited chronic or to comply with environmental regulations. accidental risk of pollution because of the small quantities of high The use of cars and other vehicles is subject to many governmental risk-products used or stored: regulations aimed at limiting environmental damage, including I since the first quarter of 2008, all sites use natural gas to damage created by noise and carbon dioxide emissions. As a rule, produce steam and to replace heavy fuel oil; it is the manufacturer that is responsible for these obligations, with the exception of maintenance and mechanical failures that require I industrial waste water from the laundry business (the main repairs by Europcar. impact of the business) is qualitatively compatible with domestic waste water. The sites are therefore connected to the collective local sanitation network.

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In the past, some Elis sites had activities with a high risk of pollution water table, special precautions are taken upon discontinuance of such as the use of hydrocarbons or solvents, in particular dry- business or disposal. Industrial activity on a site is discontinued in cleaning with chlorinated solvents such as tetrachloroethylene. coordination with the competent administrative authorities. Since these past activities could have polluted the soil or the

4.1.2 Health risks

ANF ELIS GROUP The Company’s buildings may be exposed to public health or Elis has obtained an asbestos technical report (DTA) in accordance safety-related problems such as asbestos, legionellosis, termites or with the regulations. lead. As the owner of these buildings, facilities or land, the Company Ever since it was proved that the use of water cooling towers may be held liable if it is in breach of its obligation to monitor and could cause legionellosis, Elis has stopped installing this type of control facilities. This could have a negative impact on its business, equipment to cool its waste water and has also discontinued the prospects and reputation. use of three existing towers. There are still six laundries that are To minimize these risks, the Company complies scrupulously with fitted with a tower. These have all been declared to or authorized applicable regulations and has adopted a preventive policy that by the prefecture. It performs systematic preventive maintenance consists in making diagnostics and, if necessary, carrying out works on water cooling towers as well as monthly or quarterly inspections for bringing the buildings into compliance. of waste water.

The Company’s real estate assets can also be exposed to natural Some of the services provided by Elis concern the health sector, or technological risks or receive an unfavorable recommendation in particular laundry from operating theatres, clothing classified by safety commissions. Events of this kind could lead to the total under Personal Protection Equipment (PPE), “ultraclean” clothing or partial closure of the premises concerned and could have a (departiculated), and the Beverages business with water fountains negative impact on the attractiveness of the company’s assets, its and coffee machines. It monitors and controls the compliance of business, and its results. its services through Quality Management Systems (QMS) with the following certifications: ISO 9001 and ISO 13485 for operating theatre laundry, ISO 9001 for PPE and ultra clean clothing and B&B HOTELS GROUP ISO 9001 for the Beverages business. B&B Hotels complies with applicable legislation in the hotel industry. It carries out inspections in accordance with legal requirements .

4.2 LEGAL RISKS – LITIGATION

THE CHIEF OPERATING OFFICER AND THE REAL civil action against acts allegedly committed by the former supplier ESTATE DIRECTOR OF ANF referred to above, two former Director s and other individuals. Proceedings are currently pending, following the dismissal and A criminal investigation is currently underway and the police in lay-off in April 2006 of the Chief Operating Officer and the Real Marseilles have been tasked with gathering evidence. The former Estate Director of ANF: ANF Chief Operating Officer and the Real Estate Director have been indicted and bailed. The same applies to the former supplier, who I the executives dismissed have filed claims with the Labor was remanded in custody for several months. Relations Court (Conseil des Prud’hommes) in Paris and are seeking the following damages: €4.6 million for the former Chief On March 4, 2009, the judicial investigation office (Chambre de Operating Officer (€3.4 million from ANF and €1.2 million from l’Instruction) of the Court of Appeal in Aix-en-Provence delivered Eurazeo) and €1 million for the former Real Estate Director; a judgment confirming the admissibility of the investigation of the former ANF COO, and therefore the existence of serious evidence I an action has also been brought in the Commercial Court of throwing doubt on his denial of having abused company assets to Paris against ANF by its former Chief Operating Officer under the detriment of ANF. the terms of his corporate appointment; Given the close relationship between the criminal and civil labor law I proceedings have also been initiated in the same court by a aspects of this case, the Paris Labor Relations Court temporarily former supplier. suspended the case at its hearing of October 15, 2007, and ordered Before commencement of proceedings in the Labor Relations that it be withdrawn from the list of cases pending. In order to Court and Commercial Court, ANF had filed a complaint with the avoid the possible discontinuation of the case, the former COO investigating magistrate (juge d’instruction) in Marseilles, bringing a resubmitted his case to the Paris Labor Relations Court at the same

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time as the appeal submitted to the indictment chamber (Chambre The purpose of this summons was an application to find that the d’Accusation) of the Court of Appeal in Aix-en-Provence. A hearing termination of contracts with ANF was unreasonable. It was also has been listed for April 29, 2009 at which ANF will uphold its intended to claim compensation for prejudice allegedly incurred application for the ruling to be deferred. by the construction company and personally by its proprietor as a result of this termination . Similarly, given the close relationship between the criminal and civil labor law aspects of this case and the indictment of the former ANF These proceedings were suspended pending the decision to Real Estate Director, a deferment will also be applied for at the Paris pursue the case in a criminal court. Labor Relations Court hearing listed for April 29, 2009. Furthermore, prior to the striking out and withdrawal of the listing B&B HOTELS GROUP referred to above in an order dated February 9, 2007, the Paris There are several disputes between B&B Hotels Group companies Labor Relations Court ordered Eurazeo and ANF jointly to pay and a number of former contracted managers, who are demanding €50,000 to the former Chief Operating Officer of ANF on account that their management contracts be converted to contracts of in respect of the variable bonus he seeks. employment. The total cost of these demands is €43.26 million. Like the Paris Labor Relations Court, the Paris Commercial Court The Group is contesting these demands, which are currently under also ordered a stay of proceedings on September 25, 2007, to investigation. suspend the proceedings brought by the former ANF Chief Operating Officer pending the criminal ruling of the District Court in Marseilles . APCOA Eurazeo and the company that conducted the APCOA acquisition have issued proceedings against the companies of the Investcorp TPH – TOTI PROCEEDINGS Group to gain compensation for the prejudice suffered as a result As successor in interest to Eurazeo, ANF had engaged a private of the excess price paid for the acquisition of APCOA on the basis contractor called Philippe Toti, (TPH) to renovate part of its real of the overstated financial position of APCOA UK as shown in the estate portfolio in Marseilles. financial data supplied, as well as the failure to disclose certain facts during the due diligence process. At the same time as the criminal action brought by the Marseilles investigating magistrate against the former supplier for concealment and abetment, ANF became aware that this supplier had not AMF provided the material and human resources required to fulfill its On September 16, 2005, the Disciplinary Commission of the AMF, contractual obligations. in spite of a recommendation to the contrary by its rapporteur, A bailiff engaged by ANF reported that work on the site had levied a fine on Eurafrance (now Eurazeo) and its then corporate ceased. secretary, Bruno Keller, in a matter dating back to February 2001. The rapporteur had found that neither Eurafrance nor its employee ANF served its former supplier with a writ requiring appearance had infringed applicable regulations, as Eurafrance was confronted before the President of the Marseilles District Court (Tribunal de with trading in its shares that it had neither requested nor approved. Grande Instance) on June 14, 2006. The purpose of this summons At the time of the events, Bruno Keller was corporate secretary was to request the court to appoint an expert to assess the progress (not a Company Officer) of Eurafrance, whose management team made on the sites concerned, compile accounts between the was not the same as Eurazeo’s current management team. On parties and evaluate the damages suffered by ANF. The court order December 16, 2005, Eurazeo and the former corporate secretary of granted on June 20, 2006 appointed an expert for this task. Eurafrance filed an appeal with the Paris Court of Appeals seeking Having ascertained that work had ceased on site, ANF terminated to overturn the decision of the AMF Disciplinary Commission. The the construction contract with its former supplier on June 19, penalty was affirmed by the Court of Appeal. An appeal to the Court 2006. of Cassation was filed on November 10, 2006. In June 2007, Eurazeo and Bruno Keller abandoned their appeal without acknowledging The conclusions of the appraisal submitted on October 30, 2007 the merits of the fine imposed on them. found the ANF was owed €500,004.63. To Eurazeo’s knowledge, there are no other government, judicial Furthermore, the former supplier and liquidator issued a or arbitrary procedures that could have or that have recently had summons to ANF to appear before the Paris Commercial Court significant impacts on the financial situation or on Eurazeo’s and/ on December 29, 2006. or the Group’s returns.

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4.3 MARKET RISKS

Eurazeo is exposed to market risks, in particular with respect to the The information on market risks are added to Notes 13, 14 and 22 management of the cost of its debt, the value of its listed assets and to the consolidated financial statements as part of the information the settlement of its foreign exchange transactions. The Group’s required by IFRS 7 and are covered by the Statutory Auditors’ risk management program, which hinges around the unforeseeable opinion on the consolidated financial statements. nature of financial markets, seeks to minimize any potentially unfavorable effect on the Group’s financial performance. It uses derivative financial instruments to hedge some risk exposures.

4.3.1 Interest rate risk

Interest rate risk consists of the following components: The Group has a policy of managing its interest rate risk combining fixed rates and floating rate loans. In this connection, the Group I the risk of the change in fair value on fixed rate net debt. Since has taken out a certain number of swap contracts, according to the Group had not hedged this type of risk, financial liabilities which Eurazeo undertakes to exchange the difference between the are maintained at their initial value in case of fluctuation in fixed rate loan and the floating rate loan based on a given notional interest rates. The value risk is therefore a risk of opportunity principal amount. cost in the case of a drop in interest rates; The terms of financing of affiliates are regularly monitored by I the risk of future flows on variable rate debt. The fluctuation of Eurazeo, in particular, during monthly investment meetings. In interest rates has an impact on financial income. particular, the interest rate risk exposure is analyzed dynamically. Eurazeo’s exposure to interest rate risk mainly concerns medium- Simulations are made for several scenarios, including assumptions and long-term floating rate loans. for refinancing, renewal of existing positions, alternative financing and hedging. The impact of these various scenarios on the income statement is quantified to choose the best solution.

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Consolidated debt was broken down as follows at December 31, 2008:

Floating rate Debt Company Dec. 31, 2008 Fixed rate hedged not hedged maturities Hedges Eurazeo Credit line 101.2 - - 101.2 Revolving Legendre Swaps Eur. 3 months Holding 22 Loan 710.2 - 710.0 0.3 2011-2013 vs 4.348% 4.882% Other debts and interests 48.9 47.9 - 1.0 Holding subtotal 860,3 47.9 710.0 102.4 ANF/Imm. Swap Eur. 3 months Bingen Loan 474.8 11.4 463.4 - 2012-2014 vs 3.25% to 4.835% RedBirds/EEL Station Casinos 108.2 108.2 - - 2013 Debt in USD Other debts and interests 9.0 9.0 - - Real Estate subtotal 592,0 128.6 463.4 - Legendre Hedge set up Holding 19 Loan 544.2 - 507.1 37.0 2013 on July 14, 2008 Swaps Eur. 3 months/ APCOA Loan 597.3 - 439.8 157.5 2014 Libor vs 4.47% to 5.904% B&B Hotels Bonds 30.8 10.8 20.0 2015 Swap Eur. 3 month B&B Hotels Loan 88.0 - 64.1 24.0 2012-2014 vs 2.645% Swaps Eur. 3 months B&B Hotels Loan 62.8 - 50.2 12.6 2015 vs 2.87% to 3.750% B&B Hotels Loan 33.9 - 27.1 6.8 2017 Swap Eur. 1 month Europcar Bonds 797.6 375.1 422.5 2013-2014 vs 3.98% Swap Eur. 1 month Europcar Vehicle fleet 1,971.4 426.9 1,516.6 27.8 2011-2012 vs 3.98% Credit facility Europcar “revolving” 35.1 21.5 13.5 2013 Swap Eur. 3 month Elis Acquisition debt 1,883.1 - 1,500.0 383.1 2016 vs 4.32% Other debts and interests 137.9 80.9 - 57.0 Private equity subtotal 6,182,0 893.7 4,569.0 719.2 TOTAL CONSOLIDATED DEBT 7,634,3 1,070.3 5,742.4 821.6

Eurazeo’s consolidated debt is either hedged or at a fixed rate for I if interest rates had been 100 basis points lower than the 89% (88% for the private equity business and 100% for the real interest rates recorded during the year, the impact on equity estate business). and consolidated income (including minority interests) would have been -2.3% and -3.0% respectively. Moreover, in accordance with IFRS 7, a sensitivity analysis of the change in interest rates (+/-100 basis points: instant impact parallel The Group does not have any significant interest-bearing assets. with the full length of the curve occurring on Day 1 of the fiscal year and remaining constant thereafter) is presented in note 14 of the notes to the consolidated financial statements. This analysis reflects the quality of the hedging strategy implemented by the Group:

I if interest rates had been 100 basis points higher than the interest rates recorded during the year, the impact on equity and consolidated income (including minority interests) would have been 2.1% and 3.0% respectively;

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4.3.2 Stock market risks

Eurazeo’s exposure to stock market risks is equal to the cost Unrealized capital gains on listed securities were equal to 76% of its portfolio of listed shares, which was €679.8 million on of their acquisition cost. The Eurazeo investment portfolio is very December 31, 2008. closely monitored and fluctuation assessments and triggering procedures are in effect.

Value on the Changes in fair value reserve consolidated Effect balance sheet as at of a 10% change (In thousands of euros) 12/31/2008* Acquisition cost In € 000 % on the stock price Danone 1,173,875 660,815 513,060 78% 117,388 Other listed securities 24,841 18,980 5,861 31% 2,484 Listed securities 1,198,716 679,795 518,921 76% 119,872 * Fair value with reference to des prices published on an active market.

4.3.3 Currency risk

Except for the acquisition debt investment for Station Casinos The Group keeps its total currency risk exposure to a minimum by ($150 million), Eurazeo’s exchange rate risk is limited to the borrowing in pounds sterling and Norwegian kroner, depending on existence of Europcar and APCOA subsidiaries outside the euro the relative weight of each of these activities. Furthermore, given zone (United Kingdom, Scandinavia and Australia) and the activities the weight of the Europcar Group’s UK businesses, it has set up a of non-eurozone groups accounted for under the equity method hedge to limit its exposure to fluctuation in the pound sterling. (in particular Accor, Rexel and Intercos). Group companies operate Lastly, there may be a currency hedge for investments in dollars. exclusively in local currency.

4.4 OTHER RISKS

The information on the liquidity risk and on the credit risk are added to notes 7 and 13 to the consolidated financial statements as part of the information required by IFRS 7 and are covered by the Statutory Auditors’ opinion on the consolidated financial statements.

4.4.1 Liquidity risk

Eurazeo must have enough financial resources at all times not only of the undertakings had been complied with. It should be noted to finance its daily business but also to keep up its investment that the debts of subsidiary companies are without recourse on capacity. Eurazeo’s balance sheet (with the exception of Station Casino’s debt). At the close of fiscal 2007, the Group had net available cash It manages liquidity risks by constantly monitoring the duration of reserves of €707.8 million (€1,052.4 million with cash management its financing activities, ensuring that it always has available credit financial assets and cash assets mobilized for financing). facilities and by diversifying its resources. It manages liquidity risk at the same time as it monitors the terms of financing of affiliates. Debts are closely monitored since an increase in interest rates could have an impact on the value of certain assets (private equity The Group also manages its available cash balance with prudence investments, listed shares, real estate), but more limited on the cost (see section 4.4.2). of the debt itself (see section 4.3 “Currency risk”). Eurazeo’s consolidated debt as at December 31, 2008 was Even where refinancing schedules are longer-term (2011-2017) €7,634 million. Some of the debt was contracted under loan and adapted to the anticipated investment holdings, the ability to agreements containing the usual legal and financial covenants retain or extend these financing facilities is largely dependent upon in this type of transaction and providing for prepayment if market forces. undertakings are not complied with. As of December 31, 2008, all

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4.4.2 Credit risk

Each subsidiary of the Eurazeo Group has developed a system for With respect to credit risk related to liquidities and marketable monitoring outstanding debt that is adapted to its organization and securities, the Group works only with market-reputed banks and business. Some subsidiaries are not very exposed to credit risk makes investments with terms that are consistent with estimated because they collect payment for services immediately (payment cash needs. Nevertheless, the investment of cash balances is for nights spent in B&B Hotels, payment for parking spaces for subject to restrictions, which are reviewed on a regular basis, APCOA). The other subsidiaries routinely use the services of concerning exposure to credit risk and the volatility of investment reputed insurance companies to reduce this risk. vehicles.

The greatest exposure to client credit risk is borne by Europcar The management of Eurazeo’s cash balances entails permanent (75% of trade and other consolidated receivables) and Elis (20%). monitoring of risk diversification and using a dedicated software program. Eurazeo invests its cash balances in swapped negotiable Europcar basically has two types of client receivables: car debt instruments and shares of investment companies (SICAV) or manufacturers under their buy-back commitments and receivables mutual funds (FCP) (with an investment term generally consistent from the vehicle rental business. Automobile manufacturer with estimated cash needs). receivables account for 60% of outstanding debts. Europcar has put specific procedures in place to monitor credit risks related to There are three levels of rules implemented to protect investments automobile manufacturers. from interest-rate and counterparty risks (default):

Elis insures against client risk in France with a reputed insurance I selection of banks and issuers (minimum rating of A2/P2 company. It manages outstanding debt in a decentralized manner unless approved by the Cash Committee, which includes three based on delegation and subsidiarity principles. Outstanding debt members of the Executive Board); management is included in the monthly reporting system. I nature of authorized investments (money-market funds, negotiable debt instruments);

I liquidity of investments (maximum term of three to six months).

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5 EURAZEO AND ITS SHAREHOLDERS

5.1 INFORMATION ABOUT CAPITAL STRUCTURE

Changes in share capital

The structure of the Company’s share capital has changed as follows since January 2, 2006:

Amount Total amount of the change Total number of share capital Date Transactions in capital in euros of shares (in euros) 02/13/2006 Reduction of share capital by the cancellation of 1,134,783 shares decided by the Executive Board Meeting on February 07, 2006 (3,461,088) 49,434,561 150,775,415 05/18/2006 Capital increase by means of one-for-twenty bonus share allocation. (creation of 2,471,728 shares allocated with effect from January 1, 2006) 7,538,771 51,906,289 158,314,186 12/12/2006 Reduction of share capital by the cancellation of 647,879 shares decided by the Executive Board Meeting on December 05, 2006 (1,976,031) 51,258,410 156,338,155 01/02/2007 Recording by the Executive Board of the capital increase resulting from the exercise of 394,429 stock options in fiscal year 2006 1,203,008 51,652,839 157,541,163 05/02/2007 Recording by the Executive Board of the capital increase resulting from the exercise of 255,455 stock options in fiscal year 2007 779,138 51,908,294 158,320,301 05/10/2007 Capital increase by means of one-for-twenty bonus share allocation (creation of 2,595,414 shares allocated with effect from January 1, 2007) 7,916,013 54,503,708 166,236,314 09/03/2007 Reduction of share capital by the cancellation of 567,070 shares decided by the Executive Board Meeting on August 27, 2007 (1,729,563) 53,936,638 164,506,751 01/29/2008 Recording by the Executive Board of the capital increase resulting from the exercise of 26,885 stock options in fiscal year 2008 81,999 53,963,523 164,588,750 04/02/2008 Reduction of share capital by the cancellation of 768,499 shares decided by the Executive Board Meeting on March 21, 2008 (2,343,922) 53,195,024 162,244,828 05/26/2008 Capital increase by means of one-for-twenty bonus share allocation (creation of 2,659,751 shares allocated with effect from January 1, 2008) 8,112,241 55,854,775 170,357,069 06/25/2008 Reduction of share capital by the cancellation of 558,500 shares decided by the Executive Board Meeting on June 3, 2008 (1,703,425) 55,296,275 168,653,644

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Information on the potential dilution of the Company’s equity from the exercise of stock options

Exercise period Potential Total Allocation expiration Strike price Discount/ Number of potential date date (in euros) premium By holder shares dilution(1) Stock option plan 2002 plan 07/01/2002 06/30/2012 36.00 0% 07/01/2006 51,006 0.09% (1) On the basis of 55,296,275 shares outstanding on December 31, 2008.

5.2 GROUP OWNERSHIP STRUCTURE

As required by law, we list below the shareholders of record which, as of December 31, 2008, held a percentage of the Company’s share capital or voting rights above the legal reporting limits:

Of voting rights including (As a percentage) Of share capital Of voting rights treasury shares S.C. Haussmann Percier and affiliates 23.69 31.10 30.24 Crédit Agricole 16.57 24.89 24.20 Sofina 5.13 3.85 3.74

5.2.1 Changes occurring during the fiscal year

I Michel David-Weill, the estate of Éliane David-Weill, Michel- representing 15,543,408 voting rights, i.e. 14.41% of the share David-Weill Trust 2001, the Fondation Atmer, the Fondation capital and 20.95% of the voting rights in the C ompany. Bellema and the Société Civile Haussmann Percier (SCHP) These threshold crossings resulted from the return to certain notified Eurazeo in a letter dated January 7, 2008 (AMF members of the Guyot and Meyer families of Eurazeo shares notice 208C0037), that on December 31, 2007, they had jointly previously held indirectly via SCHP and the partial withdrawal descended below the threshold of 50% of voting rights and of the Fondation Atmer and Fondation Bellema from the 1/3 and 25% of share capital in Eurazeo. At that time they shareholder agreement of December 6, 2007. jointly held 12,773,232 Eurazeo shares representing 25,546,464 voting rights, i.e. 23.68% of the share capital and 33.65% of I In a letter dated March 12, 2008 (AMF notice 208C0490), Sofina the voting rights in the Company. declared that on March 10, 2008, following an acquisition of shares in the market, it had exceeded the threshold of 5% These threshold crossings resulted from the expiry of the of Eurazeo share capital and held 2,700,500 Eurazeo shares shareholders’ agreement between the above-mentioned (representing the same number of voting rights), i.e. 5.004% of individuals and Crédit Agricole SA. the share capital and 3.63% of the voting rights. I Michel David-Weill, the estate of Éliane David-Weill, Michel- I Michel David-Weill, the estate of Éliane David-Weill, Michel- David-Weill Trust 2001, the Fondation Atmer, the Fondation David-Weill Trust 2001, Lakonia Management Limited and the Bellema and the Société Civile Haussmann Percier (SCHP) Société Civile Haussmann Percier (SCHP) notified Eurazeo in notified Eurazeo in a letter dated January 21, 2008 (AMF a letter dated May 13, 2008 (AMF notice 208C0876) that on notice 208C0154), that on January 15, 2008, they had jointly May 13, 2008 they had jointly exceeded the threshold of 20% descended below the threshold of 1/3 of voting rights and of Eurazeo share capital and held 12,727,821 Eurazeo shares, 20% of share capital in Eurazeo. At that time they jointly held representing 22,851,632 voting rights, i.e. 23.93% of the share 10,600,299 Eurazeo shares representing 21,200,598 voting capital and 31.06% of the voting rights in the Company. rights, i.e. 19.65% of the share capital and 28.57% of the voting rights in the C ompany. This threshold crossings resulted from the withdrawal of the Fondation Atmer and Fondation Bellema from the shareholder Furthermore, SCHP declared that on January 15, 2008, its agreement of December 6, 2007, and the entry into the Holding had descended below the threshold of 15% of the share agreement of Lakonia Management Limited. capital of Eurazeo, and that it held 7,771,704 Eurazeo shares,

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I UBS AG notified the Company by letter on May 15, 2008 number of voting rights, i.e. 6.03% of the share capital and (AMF notice 208C0901) that acting indirectly via its subsidiary 4.36% of the voting rights. companies it had, on May 9, 2008, descended below the I UBS AG notified the Company by letter on June 12, 2008 (AMF threshold of 5% of the voting rights in Eurazeo as result of notice 208C1135) of the following threshold crossings occurring share sales, and that it then held 3,441,974 Eurazeo shares via its subsidiary companies: with an equivalent number of voting rights, i.e. 6.47% of the share capital and 4.68% of the voting rights. - it had, on June 9, 2008, descended below the threshold of 5% of the share capital in Eurazeo as a result of share sales, I UBS AG notified the Company by letter on May 19, 2008 and now indirectly held 2,079,058 Eurazeo shares with an (AMF notice 208C0940) that acting indirectly via its subsidiary equivalent number of voting rights, i.e. 3.72% of the share companies it had, on May 13, 2008, exceeded the threshold of capital and 2.69% of the voting rights; 5% of the voting rights in Eurazeo as result of share purchases, and that it then indirectly held 4,300,251 Eurazeo shares with - it had, on June 10, 2008, exceeded the threshold of 5% of an equivalent number of voting rights, i.e. 8.08% of the share the share capital in Eurazeo as a result of share purchases, capital and 5.84% of the voting rights. and now indirectly held 3,242,791 Eurazeo shares with an equivalent number of voting rights, i.e. 5.81% of the share I UBS AG notified the Company by letter on June 4, 2008 (AMF capital and 4.20% of the voting rights. notice 208C1091), and subsequently on June 5, of the following threshold crossings occurring via its subsidiary companies: I UBS AG notified the Company by letter on June 17, 2008 (AMF notice 208C1165) that acting indirectly via its subsidiary - it had, on May 28, 2008, fallen below the threshold of 5% companies it had, on June 12, 2008, descended below the of the voting rights in Eurazeo as a result of share sales, threshold of 5% of the share capital in Eurazeo as result of and now indirectly held 3,624,186 Eurazeo shares with an share sales, and that it then held 1,686,324 Eurazeo shares equivalent number of voting rights, i.e. 6.49% of the share with an equivalent number of voting rights, i.e. 3.02% of the capital and 4.69% of the voting rights; share capital and 2.18% of the voting rights. - it had, on June 2, 2008, exceeded the threshold of 5% of I Société Civile Haussmann Percier (SCHP) notified the Company voting rights in Eurazeo as a result of share purchases, by letter on December 12, 2008 (AMF notice 208C2255) that and now indirectly held 3,956,427 Eurazeo shares with an it had, on December 8, 2008, descended below the threshold equivalent number of voting rights, i.e. 7.08% of the share of 20% of the voting rights in Eurazeo, and that it then held capital and 5.12% of the voting rights. 7,321,739 Eurazeo shares representing 14,643,477 voting I UBS AG notified the Company by letter on June 10, 2008 rights, i.e. 13.24% of the share capital and 19.29% of the voting (AMF notice 208C1125) that acting indirectly via its subsidiary rights. companies it had, on June 6, 2008, fallen below the threshold of These threshold breaches resulted from the reimbursement by 5% of the voting rights in Eurazeo as result of share sales, and SCHP of Eurazeo shares to members of the Guyot family. that it then held 3,366,800 Eurazeo shares with an equivalent

5.2.2 Share of capital held by companies controlled by Eurazeo and/or by reciprocal interests

None.

5.2.3 Current ownership of shares and voting rights

NUMBER OF SHAREHOLDERS SHARES HELD BY EMPLOYEES According to a survey conducted on February 13, 2009, Eurazeo Under the Group Employee Savings Plan introduced on had more over 23,018 shareholders, including 652 registered December 31, 1997, Eurazeo employees hold shares in a shareholders and 22,366 identified bearer shareholders. Company Mutual Fund partially invested in Eurazeo shares. On February 13, 2009 this mutual fund held 30,600 Eurazeo shares, On February 13, 2009, registered shareholders (including the representing 0.06% of Eurazeo share capital. On February 13, treasury shares held by Eurazeo) accounted for 47.62% of the share 2009, 80,416 shares (0.15%) were held by employees in the Eurazeo capital and 61.75% of the voting rights. Company Savings Plan. On February 13, 2009, the share capital was €168,653,644, divided into 55,296,275 fully paid-up shares of the same class.

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CHANGE IN THE SHAREHOLDING STRUCTURE (5% OR MORE OF SHARES OR VOTING RIGHTS)

12/31/2007 % of voting % of voting (as a percentage) Shares % of capital Voting rights rights rights* Shares Registered shares 27,468,879 50.93% 47,757,201 64.34% 65.13% 25,990,290 Bearer shares 26,467,759 49.07% 26,467,759 35.66% 34.87% 29,305,985

Société Civile Haussmann Percier 9,469,637 17.56% 18,939,274 25.52% 24.95% 7,321,739 Michel David-Weill Trust 2001 1,199,240 2.22% 2,398,480 3.23% 3.16% 1,259,202 Michel David-Weill 39,084 0.07% 78,168 0.11% 0.10% 41,038 Estate of Eliane David-Weill 1,113,783 2.06% 2,227,566 3.00% 2.93% 1,169,472 Fondation Atmer(1) 409,957 0.76% 819,914 1.10% 1.08% Fondation Bellema(1) 541,531 1.00% 1,083,062 1.46% 1.43% Lakonia Management Limited(2) 2,734,210 Guyot Family(3) 576,050 Heirs of Éliane David-Weill(4) Total SCHP and affiliates(5) 12,773,232 23.68% 25,546,464 34.42% 33.65% 13,101,711 Fondation Atmer(1) 430,454 Fondation Bellema(1) 568,607 Sub-Total SCHP and affiliates, Atmer and Bellema 14,100,772 Crédit Agricole 8,724,918 16.18% 17,449,836 23.51% 22.99% 9,161,163 UBS Investment Bank 5,343,710 9.91% 5,343,710 7.20% 7.04% 125,583(6) Sofina SA 2,400,000 4.45 % 2,400,000 3.23% 3.16% 2,835,000 Public 23,011,807 42.67% 23,484,950 31.64% 30.94% 26,966,180 Eurazeo(7) 1,682,971 3.12% 2.22% 2,107,577 TOTAL 53,936,638 100% 74,224,960 100% 100% 55,296,275 (1) Fondation Atmer and Fondation Bellema retired completely from the shareholders’ agreement on January 11 and April 28, 2008. (2) Lakonia Management Limited joined the shareholders’ agreement on May 13, 2008 (AMF publication 208C0876 of May 13, 2008). (3) Joined the shareholders’ agreement on December 12, 2008 (AMF publication 208C2255 of December 15, 2008). (4) Distribution of the estate of Éliane David Weill between her heirs. (5) The agreement between SCHP & Affiliates and Crédit Agricole published by the AMF on April 29, 2005 (AMF publication 205C0798 of April 29, 2005) expired on December 31, 2007 and was replaced as from January 1, 2008 by an agreement between SCHP and affiliates. (6) Position at November 11, 2008. (7) Treasury shares held by Eurazeo. * Based on all shares, including shares without voting rights as described in Art L. 233-8-II of the French Commercial Code .

The Company is owned by the Société Civile Haussmann Percier, 23.69 % of the share capital and 30.24% of the voting rights (as at Michel David-Weill, Michel David-Weill Trust 2001, the Guyot family, February 13, 2009). the heirs of Éliane David-Weill and Lakonia Management Limited As at February 13, 2009, Eurazeo held 2,453,310 treasury shares acting in concert in accordance with the shareholders’ agreement with a gross book value of €144,043,758.59. described in this document (see “Shareholders’ agreements reported to the stock-exchange authorities”) and together hold

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12/31/2008 02/13/2009 % of voting % of voting % of voting % of voting % of capital Voting rights rights rights* Shares % of capital Voting rights rights rights* 47.00% 44,295,343 60.18% 61.29% 26,334,476 47.62% 44,292,125 60.46% 61.75% 53.00% 29,305,985 39.82% 38.71% 28,961,799 52.38% 28,961,799 39.54% 38.25%

13.24% 14,643,478 19.90% 19.34% 7,321,739 13.24% 14,643,478 19.99% 19.34% 2.28% 2,518,404 3.42% 3.33% 1,259,202 2.28% 2,518,404 3.44% 3.33% 0.07% 82,076 0.11% 0.11% 41,038 0.07% 82,076 0.11% 0.11% 2.11% 2,338,944 3.18% 3.09%

4.94% 2,734,210 3.71% 3.61% 2,734,210 4.94% 2,734,210 3.73% 3.61% 1.04% 576,050 0.78% 0.76% 576,050 1.04% 576,050 0.79% 0.76% 1,169,472 2.11% 2,338,944 3.19% 3.09% 23.69% 22,893,162 31.10% 30.24% 13,101,711 23.69% 22,893,162 31.25% 30.24% 0.78% 860,908 1.17% 1.14% 430,454 0.78% 860,908 1.18% 1.14% 1.03% 1,137,214 1.55% 1.50% 568,607 1.03% 1,137,214 1.55% 1.50%

25.50% 24,891,284 33.82% 32.88% 14,100,772 25.50% 24,891,284 33.98% 32.88% 16.57% 18,322,326 24.89% 24.20% 9,161,163 16.57% 18,322,326 25.01% 24.20% 0.23% 125,583 0.17% 0.17% 125,600 0.23% 125,600 0.17% 0.17% 5.13% 2,835,000 3.85% 3.74% 2,835,000 5.13% 2,835,000 3.87% 3.74% 48.77% 27,427,135 37.27% 36.23% 26,620,430 48.14% 27,079,714 36.97% 35.77% 3.81% 2.78% 2,453,310 4.44% 3.24% 100% 73,601,328 100% 100% 55,296,275 100% 73,253,924 100% 100%

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5.3 DIVIDENDS PAID IN RESPECT OF THE LAST THREE FISCAL YEARS

5.3.1 Dividend distribution policy

The Executive Board wishes to offer its shareholders an attractive The dividend to be distributed will be allocated on June 4, 2009 and dividend yield in line with Company performance. The Eurazeo will become payable with effect from June 29, 2009. Executive Board will therefore propose to remain the payment of a Moreover, the May 29, 2009 Shareholders' Meeting will make a dividend of €1.20 per share at to the next Shareholders' Meeting. proposal to give each shareholder the possibility of choosing full Appropriation of income payment of the dividend for their shares in new company shares. The Executive Board proposes that income be appropriated as The newly issued shares will earn dividends starting on January 1, follows: 2009 and will be fully incorporated into other Company shares.

Net income for the year €478,291,340.03 The issue price of the new shares that will be issued as payment of Plus retained earnings €135,451,351.01 dividends will be equal to 100% of the average of the prices quoted Total €613,742,691.04 for the twenty trading sessions preceding the day of the decision to pay out dividends, less the net amount of the dividend. The issue to the legal reserve €8,200.00 price will be rounded up to the nearest euro cent. to the payment of a dividend of €1.20 per share €66,355,530.00 If the amount of dividends for which the option is exercised does not to the “General Reserve” €400,000,000.00 correspond to a whole number of shares on the day that the option to “Retained Earnings” €147,378,961.04 is exercised, the number of shares given to the shareholder will be Total €613,742,691.04 rounded down to the nearest whole number and the shareholder will be given the balance in cash. The dividends payable on any Eurazeo shares held by the Company The share dividend option should be exercised through the financial on the dividend payment date will be added to retained earnings. intermediaries authorized to pay the dividend between June 4, 2009 For qualifying shareholders, this dividend distribution will be fully and June 17, 2009 inclusive. Dividends will be paid in cash only for eligible for the 40% allowance provided for in Article 158.3.2 of the all options not exercised on this date. French General Tax Code.

5.3.2 Dividends distributed in respect of the last three fiscal years

Fiscal year ended: Number of shares Net dividend (in euros) 12/31/2006 51,661,476 1.10 12/31/2007 (1) 52,167,915 1.20 12/31/2008 55,296,275 (2) 1.20 (1) After the cancellation of 768,499 shares on April 2, 2008. (2) Dividend proposed to the Shareholders’ Meeting of May 29, 2009.

5.4 TRANSACTIONS IN COMPANY SHARES

5.4.1 2008 share buyback program

I. DESCRIPTION OF THE 2008 SHARE BUYBACK Board to instigate a share buyback program (the «Buyback PROGRAM Program») in accordance with Article L. 225-209 of the French Commercial Code. a) Legal framework In fiscal year 2008, the Eurazeo Executive Board used this The Ordinary and Extraordinary Shareholders’ Meeting of authorization to make purchases, under the terms set out below, May 14, 2008, in its twentieth resolution, authorized the Executive and cancelled shares pursuant to authorizations granted by the

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Ordinary and Extraordinary Shareholders’ Meeting of May 14, 2008 a) Buyback of shares for cancellation (twenty-first resolution). During the 2008 fiscal year, Eurazeo bought 167,024 shares at an b) Details of the Buyback Program average price of €81.04 per share for the purpose of cancellation at a total cost of €13,536,311.67 under the authorization granted by The Buyback Program was authorized for a period of 18 months the sixth resolution of the Ordinary and Extraordinary Shareholders' from the Shareholders’ Meeting and expires on November 14, Meeting of May 3, 2007. 2009. Under the authorization granted, shares could be purchased for up to €150. This price was reduced to €142.86 following the During the 2008 fiscal year and until March 17, 2009, no shares capital increase by incorporation of reserves on May 26, 2008. The were bought back for the purpose of cancellation under the Executive Board was authorized to purchase shares representing authorization granted by the twentieth resolution of the Ordinary no more than 10% of Eurazeo share capital on the date of these and Extraordinary Shareholders' Meeting of May 14, 2008. purchases. b) Buyback of shares for the purpose of providing The Buyback Program has the following objectives, which are liquidity in the market under a liquidity contract consistent with applicable regulations and professional practices During the 2008 fiscal year and until March 17, 2009, Oddo approved by the French Financial Markets Authority (AMF): Corporate Finance and Rothschild & Cie Banque acting on behalf I cancellation under the Executive Board’s authorization , granted of Eurazeo under a liquidity contract designed to ensure market by the Extraordinary Shareholders' Meeting; liquidity(1) purchased 1,287,504 shares(2) at an average price of €55.64 per share and a total cost of €71,640,253.29. I increase of share liquidity under the terms of a market making contract signed with an independent investment service 394,039 of these shares were purchased at an average price provider in accordance with a code of conduct approved by of €78.45 per share at a total cost of €30,912,748.86 under the French Financial Markets Authority (AMF); authorization granted by the sixth resolution of the Ordinary and Extraordinary Shareholders’ Meeting of May 3, 2007. A further I allocation to Eurazeo’s employees and officers and/or to 893,465 shares were purchased by Eurazeo at an average price employees or officers of companies that are related to Eurazeo, of €45.58 per share and a total cost of €40,727,504.43 under the as allowed by law, in particular, to enable the exercise of stock authorization granted by the twentieth resolution of the Ordinary and options, the granting of bonus shares or profit sharing; Extraordinary Shareholders’ Meeting of May 14, 2008. I the distribution or exchange of shares during the exercise of rights attached to debt instruments that entitle their holders to c) Buyback of shares for allocation to employees receive Eurazeo shares; and Company Officers

I the retention or use of shares in exchange or as payment for During the 2008 fiscal year and until March 17, 2009, Eurazeo potential future acquisitions; purchased 2,296,838 shares for allocation to holders of stock options and bonus share allocations, at an average price of I any other practice that may be approved or recognized by the €45.84 per share and a total cost of €105,281,490.52 under the law or the Financial Markets Authority or any other purpose authorization granted by the twentieth resolution of the Ordinary and consistent with applicable regulations. Extraordinary Shareholders’ Meeting of May 14, 2008. The Ordinary and Extraordinary Shareholders’ Meeting of May 14, 2008, in its twenty-first resolution, authorized the Executive Board d) Buyback of shares for remittance or exchange during the exercise of rights attaching to debt to reduce the Company’s share capital by up to 10% over a instruments 24 month period, in one or more transactions, by cancellation of shares purchased under the authorization granted by the twentieth During the 2008 fiscal year and until March 17, 2009, Eurazeo did resolution of the Ordinary and Extraordinary Shareholders’ Meeting not purchase any of its own shares for the purpose of remittance of May 14, 2008 and/or the sixth resolution of the Ordinary and or exchange during the exercise of rights attaching to debt Extraordinary Shareholders’ Meeting of May 3, 2007. instruments.

e) Buyback of shares for the purpose of retention II. SHARES BOUGHT BACK BY EURAZEO DURING and use in future acquisitions FISCAL YEAR 2008 During the 2008 fiscal year and until March 17, 2009, Eurazeo did In 2008, Eurazeo bought back 2,850,923 shares at an average price not purchase any of its own shares for the purpose of retention and of €60.02 per share and at a total cost of €171,113,048.76. use as a form of payment for future acquisitions. Between January 1, 2008 and March 17, 2009, Eurazeo purchased 3,751,366 shares at an average price of €50.77 and a total cost of €190,458,055.48. Of these shares, 167,024 were purchased for cancellation , 1,287,504 under a market-making liquidity agreement, and 2,296,838 for allocation to holders of stock options and bonus share allocations.

(1) The Company terminated its market making agreement with Oddo Corporate Finance on October 20, 2008. The Company signed a new market making agreement with Rothschild & Cie Banque on October 21, 2008. This on-year agreement is tacitly renewable. (2) Including 427,009 shares purchased by Rothschild & Cie Banque.

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III. SALES OF SHARES DURING THE 2008 FISCAL I 558,500 shares were cancelled on June 25, 2008 under the YEAR authorization granted to the Executive Board by the twenty- first resolution of the Ordinary and Extraordinary Shareholders’ During the 2008 fiscal year and until March 17, 2009, Eurazeo sold Meeting of May 14, 2008; 110,649 shares at an average exercise price of €40.86 per share, as a result of the exercise of Eurazeo stock options. 567,070 shares were also cancelled on September 3, 2007 under the authorization granted to the Executive Board by the seventh During the 2008 fiscal year and until March 17, 2009, Oddo resolution of the Ordinary and Extraordinary Shareholders’ Meeting Corporate Finance and Rothschild & Cie Banque acting on behalf of May 3, 2007. of Eurazeo under a market making agreement designed to ensure market liquidity(1) sold 1,128,320 shares(2) at an average price of Under current legislation, due to the number of shares already €57.97 per share to raise a total of €65,404,948.81. cancelled by Eurazeo and the fact that companies may not cancel more than 10% of their share capital in any 24-month period, Eurazeo will not be able to cancel more than 6.57% of its share IV. SHARE BUYBACK DETAILS capital(3), before September 03, 2009, subject to future capital In the period from January 1, 2008 to March 17, 2009, Eurazeo increases. purchased 2,463,862 shares directly on the market at an average price of €48.22 per share and a total cost of €118,817,802.19. VI. POTENTIAL REALLOCATIONS During the same period from January 1, 2008 to March 17, 2009, On June 3, 2008, the Executive Board resolved to transfer Eurazeo bought 1,287,504 shares under the terms of a market 558,500 Eurazeo shares then allocated to stock option plan making agreement at an average price of €55.64 and a total cost coverage to the accounting item for shares in the process of of €71,640,253.29. cancellation and then to cancel those shares. Eurazeo did not make use of derivatives to purchase shares during this period. VII. DEALING EXPENSES In the 2008 fiscal year, the Company spent €153,031.72 in dealing V. CANCELLATION OF SHARES BY EURAZEO fees in respect of its share buyback program. Eurazeo cancelled 1,326,999 shares in the period from January 1, 2008 to March 17, 2009 as folllows:

I 768,499 shares were cancelled on April 2, 2008 under the authorization granted to the Executive Board by the seventh resolution of the Ordinary and Extraordinary Shareholders’ Meeting of May 3, 2007;

5.4.2 Description of the 2009 share buyback program submitted to the Ordinary and Extraordinary Shareholders’ Meeting of May 29, 2009 under the terms of Articles 241-2 and 241-3 of the AMF general regulations

In the seventh resolution to be put to the Ordinary and Extraordinary There are no plans to cancel any of these 2,934,508 shares, 187,500 Shareholders’ Meeting on May 29, 2009 (see the “Resolutions” of which (representing 0.34% of share capital)(5 ) were purchased section of this document) invites the meeting to adopt a by Oddo Corporate Finance and Rothschild and Cie Banque on share buyback program in accordance with the provisions of behalf of Eurazeo under a market making agreement, and 2,747,008 Article L. 225- 209 of the French Commercial Code. (4.97% of share capital)(6) of which are earmarked for allocation to Eurazeo employees or Company Officers entitled to receive stock At March 17, 2009, the Company held 2,934,508 shares directly, options or bonus shares. representing 5.31%(4) of its share capital. In accordance with applicable laws and regulations, these shares do not confer The following objectives of this buyback program, as stated entitlement to dividends or voting rights. in the seventh resolution to be submitted to the Ordinary and Extraordinary Shareholders’ Meeting of May 29, 2009, are No Eurazeo shares are held either directly or indirectly by the Company’s subsidiaries.

(1) The liquidity contract agreed with Oddo Corporate Finance was terminated by the Company on October 20, 2008. From October 21, 2008 a new liquidity contract for a duration of one-year, tacitly renewable, was agreed between Rothschild & Cie Banque and the C ompany. (2) Including 349,909 shares sold by Rothschild & Cie Banque. (3) On the basis of the 55,296,275 shares in circulation on March 17, 2009. (4) On the basis of the 55,296,275 shares in circulation on March 17, 2009. (5) On the basis of the 55,296,275 shares in circulation on March 17, 2009. (6) On the basis of the 55,296,275 shares in circulation on March 17, 2009.

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consistent with applicable regulations and professional market the Ordinary and Extraordinary Shareholders’ Meeting of May 14, practice as approved by the AMF: 2008. The full text of the twentieth resolution adopted by the Ordinary and Extraordinary Shareholders’ Meeting of May 14, 2008 1. cancellation , pursuant to the Executive Board's authorization, can be found on pages 185-186 of the registration document filed granted by the Extraordinary Shareholders' Meeting; with the AMF on April 04, 2008 under the number D.08-0200. 2. increase of share liquidity pursuant to a liquidity contract signed The authorization granted to the Executive Board under the buyback with an independent investment service provider consistent shares program is limited to 10% of the share capital existing at the with a code of conduct approved by French Financial Markets time of the Shareholders Meeting held on May 29, 2009. On the Authority (AMF); basis of those shares in circulation on March 17, 2009, that limit 3. allocation of shares to employees and Company Officers of would be 5,529,627 shares. Eurazeo and those companies affiliated to Eurazeo under The maximum authorized price of the share buyback program is the conditions prescribed by law, for the particular purpose €100 per share. of exercising stock options, granting bonus shares or profit sharing; The total cost of share buybacks may therefore not exceed €552,962,700 (7). However, in the event of changes in capital 4. the distribution or exchange of shares during the exercise of stock as a result of capitalizing reserves, distributions of bonus rights attached to debt instruments that entitle their holders to shares, stock splits or reverse splits, the above price will be revised receive Eurazeo shares; accordingly. 5. the retention or use of shares in exchange or as payment for The share buyback program would also run for a period of potential future acquisitions; 18 months from the Ordinary and Extraordinary Shareholders’ 6. any other practice that may be approved or recognized by the Meeting of May 29, 2009, and therefore expire on November 29, law or the Financial Markets Authority or any other purpose 2010. consistent with applicable regulations. Share buybacks by the Company under the previous buyback These objectives are the same as those for the previous share program are summarized in the following table. No shares have buyback program approved by the twentieth resolution adopted by been purchased using derivatives.

SUMMARY OF TRANSACTIONS CONDUCTED BY THE COMPANY IN ITS OWN SHARES UNDER THE SHARE BUYBACK PROGRAM BETWEEN JANUARY 1, 2008 AND MARCH 17, 2009

Gross transactions Positions open at March 17, 2009 Stock options Forward Stock options Purchases Sales(1) bought purchases sold Forward sales Number of shares 3,751,366(2) 1,128,320(3) ---- Maximum average maturity ------Average trading price (in euros) 50.77 57.97 - - - - Average exercise price ------Amounts (in euros) 190,458,055.48 65,404,948.81 - - - - (1) Not including sales resulting from the exercise of stock options. (2) 1,287,504 of which were bought under the market making program. (3) 1,128,320 of which were sold under the market making program.

(7) This amount may be adjusted, depending on the number of shares in circulation on May 29, 2009, the date of the Meeting of Shareholders due to vote on this share buyback program.

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5.5 SHARE PRICE

At April 17, 2009, the market capitalization of Eurazeo was €1,458 million, calculated on the basis of the traded share price of €26.37.

The following table shows Eurazeo share price fluctuations compared with changes the CAC 40 index at a number of key dates.

Performance since: Eurazeo Change CAC 40 Change 12/31/2005 71.38 -63.1% 4,715.23 -34.4% 12/31/2006 98.14 -73.1% 5,541.76 -44.2% 12/31/2007 83.57 -68.5% 5,614.08 -44.9% 12/31/2008 33.55 -21.4% 3,217.97 -3.9% 04/17/2009 26.37 3,091.96

The Eurazeo share price fell by 60% during the 2008 calendar year, compared with a fall of 43% in the CAC 40 index over the same period.

5.6 INFORMATION THAT COULD HAVE AN IMPACT ON A TAKEOVER BID

AUTHORIZATION GRANTED TO THE EXECUTIVE CARRIED INTEREST CONTRACTS BOARD TO ISSUE SHARE WARRANTS IN THE EVENT In line with normal investment capital practice, Eurazeo has OF A TAKEOVER BID implemented a “carried interest” mechanism for the members of The Ordinary and Extraordinary Shareholders’ Meeting of May 29, the Executive Board and the investment team. 2009 is requested to renew the authorization granted to the Executive For this purpose, Eurazeo has granted Investco 3d Bingen and Board by the Ordinary and Extraordinary Shareholders’ Meeting of Investco 4i Bingen (partnerships controlled by the beneficiaries) May 14, 2008 to issue share warrants, on one or more occasions, the right to receive any capital gains generated by Eurazeo on in the event of a takeover bid for the Company’s securities. These investments made between 2005 and 2008. warrants will be freely allotted to all shareholders that qualify for this before the takeover period expires and will enable owners to The right to receive such capital gains shall be exercised no later subscribe to Company shares under preferential conditions. than December 31, 2014, or earlier in the event of a change of control of Eurazeo. A change in control is defined as (i) the takeover The maximum number of warrants that may be issued is equal of Eurazeo (within the meaning of Article L. 233-3 I of the French to the number of shares outstanding at the time the warrants are Commercial Code) by one or more third parties acting alone or in issued. The maximum face value of rights issues arising from the concert, with the exception of Société Civile Haussmann Percier exercise of all of warrants issued in this way (subject to adjustments) and/or persons acting in concert with them, or (ii) the revocation by is €165,000,000 (a motion will be put to the Shareholders' Meeting one or more third parties acting alone or in concert of the term of on May 29, 2009 to increase this limit to €170,000,000). more than half the members of the Supervisory Board of Eurazeo This authorization was granted for a period of 18 months from the at the Company’s General Meeting of Shareholders. date of the Ordinary and Extraordinary Shareholders’ Meeting held on May 14, 2008, i.e. until November 13, 2009. If this authorization EURAZEO PARTNERS (FORMERLY EURAZEO is renewed by the Shareholders' Meeting on May 29, 2009, it will CO-INVESTMENT PARTNERS) expire on November 28, 2010. To increase its third-party fund management activity, Eurazeo has created two venture capital funds (SICAR): Eurazeo Partners SCA LOAN AGREEMENT SICAR and Eurazeo Partners B SCA SICAR, which are to invest On January 26, 2006, Eurazeo took out a loan of €500 million alongside Eurazeo. These two companies are managed by Eurazeo over five years with a banking syndicate. The loan was extended Management Lux, SA. to €1 billion on July 6, 2006. The loan contracts comprise the According to the incorporation documents of these two companies, usual legal and financial commitments of this type of transaction in the case of a change in control of Eurazeo, the investment and provide that, if there is a change in control, each bank may period may be terminated upon a decision by shareholders with give notification of the cancellation of its commitment and of the investment undertakings equal to or higher than two-thirds of the acceleration of maturity of its share in current overdrafts. total undertaking and shareholders may decide to dismiss the fund manager.

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50/50 JOINT VENTURE BETWEEN EURAZEO EMPLOYMENT CONTRACT OF VIRGINIE MORGON AND GRUPPO BANCA LEONARDO In the event that a change of control (as defined hereafter) occurs This agreement, which was signed on April 24, 2006 and amended within four (4) years as from the day Virginie Morgon begins with effect from April 1, 2007, specifies that in the event of the employment, she may ask the Company, for a period of six months sale of the majority of class B shares issued by Gruppo Banca as from the effective change of control, to terminate this contract Leonardo, Eurazeo will have an option to purchase Euraleo shares according to the terms set out in her employment agreement. held by Gruppo Banca Leonardo, on condition that on the date “Change of Control”, means: the option is exercised, Gerardo Braggiotti no longer occupies the positions of Chairman, Chief Executive Officer or Director of Gruppo (i) a change in majority of members of the Supervisory Board Banca Leonardo. Conversely, in the event of a change of control at the same time and upon the initiative of a shareholder or of Eurazeo (i) Gruppo Banca Leonardo will have an option to buy shareholders acting in concert; Eurazeo’s entire stake in Euraleo, and (ii) Gruppo Banca Leonardo (ii) c hange of control as defined in Articles L. 233-3 (I) and L. 233-3 should, at Eurazeo’s request, employ its best efforts to acquire (III) of the French Commercial Code; or to have a third-party acquire all of Eurazeo’s shares in Gruppo Banca Leonardo. (iii) (a) direct or indirect ownership by a company of more than 40% of the Company’s voting rights, when no other shareholder directly or indirectly owns a fraction higher than this fraction, or STOCK OPTIONS (b) direct or indirect ownership by a company of more than 30% Under the delegation granted by the Shareholders’ Meeting of of the Company’s voting rights, together with a change of more May 3, 2007 and the authorization granted by the Supervisory than 20% of the Executive Board and the Supervisory Board Board at its meetings of March 22, 2007 and March 27, 2008, the over a nine-month period. Executive Board of June 4, 2007 and May 20, 2008 resolved to grant stock options.

The stock options granted provide that in the event of one of the following circumstances, all options will vest immediately and be exercisable immediately regardless of conditions applying to employment and length of service:

(i) the filing of a bid for the Company’s securities declared to be compliant by the French Financial Markets Authority, (Autorité des Marchés Financiers);

(ii) the takeover of the Company where this involves: a change in control as defined in Article L. 233-3 of the French Commercial Code; (ii) a change in majority of members of the Supervisory Board at the same time and upon the initiative of a new shareholder or shareholders acting in concert; (iii) direct or indirect ownership of more than 30% of the Company’s voting rights, together with a change of more than 20% of the Executive Board and the Supervisory Board over a nine-month period.

Should any of the above occurs, the shares acquired by exercising stock options will be immediately transferable even if the inalienability period has not expired.

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6 SOCIAL AND ENVIRONMENTAL INFORMATION

In addition to the following information, which is required under the decree enacting the French Law on the New Economic Regulations (Loi sur les Nouvelles Régulations Économiques or NRE) and concerns Eurazeo SA, additional details, including sustainable development policy in respect of Group companies , can be found in the Eurazeo Annual Review (cf. pages 24-49) and those of the listed companies of the Group (Rexel, Accor and Danone).

6.1 SOCIAL INFORMATION

6.1.1 Employment

A) STAFF

At December 31, 2008, the parent group Eurazeo employed 50 Eurazeo’s investment team, led by a 6-member Executive Board, people. This total includes members of the Executive Board, the is made up of 20 professionals with proven know-how in financial investment team, communication, accounting and legal staff and engineering and segment-specific expertise. all other investment support personnel.

2008 2007 2006 Staff Paris Paris Paris (at December 31) M W Total M W Total M W Total Executives 21 17 38 19 16 35 20 11 31 Non-executives 5 7 12 4 7 11 3 9 12 Total 26 24 50 23 23 46 23 20 43

The figures above show a good balance between male and female employees and a large proportion of executive-level staff that is consistent with the highly specialized nature of Eurazeo’s business and resources.

Female executives accounted for 45% of the total in 2008, compared with 46% in 2007 and 35% in 2006.

B) MOVEMENTS DURING THE YEAR

Rate of turnover Workforce* Departures Arrivals for the year 12/31/2006 43 8 7 17.05% 12/31/2007 46 5 8 15.12% 12/31/2008 50 5 9 15.22% * The workforce does not include temporary staff.

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C) TEMPORARY STAFF AND EMPLOYEES ON FIXED-TERM CONTRACTS

2008 2007 2006 Temporary staff as a percentage of the total workforce 3.9% 2.1% 2.3% Employees on open-ended contracts as a percentage of the total workforce 98% 100% 100% Employees on fixed-term contracts as a percentage of the total workforce 2% 0% 0%

Eurazeo employed 2 full-time equivalent temporary staff in 2008.

6.1.2 Working time organization

A) WORKING TIME Eurazeo applies the Convention Collective Nationale de la Banque.

2008 2007 2006 Part-time employees as a percentage of the total workforce 2.0% 2.2% 2.3%

Only one of Eurazeo’s employees with open-ended contracts is employed on a part-time basis.

B) ABSENTEEISM

2008 2007 2006 Sickness and maternity leave 1.4% 1.2% 1.3%

6.1.3 Compensation

(In euros) 2008 2007 2006 Payroll 12,689,395 10,794,652 10,037,086 Social security contributions 5,755,640 4,233,293 3,626,915 TOTAL 18,445,035 15,027,945 13,664,001

A performance-based voluntary profit-sharing agreement has been a significant additional contribution from Eurazeo, which reached in place since 1998. The current plan, which covers 2007, 2008 and the maximum limit in 2008. 2009, was signed on June 19, 2007 and involves all employees in In 2007, the Company introduced a free share allocation plan, which sharing the company’s success on the basis of job-related targets. was extended to include all employees in 2008. Payments under this plan are based on quantitative and qualitative indicators of the company’s performance. The payment of the The company has no mandatory profit-sharing plan. profit-sharing bonus into a PEE or PERCO savings scheme attracts

6.1.4 Social cohesion policy

Eurazeo has no union representation or collective agreement.

Eurazeo is committed to the motivation and long-term retention of its employees.

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6.1.5 Health and safety

Given the nature of Eurazeo’s business as an investment company, Eurazeo has no formal health and safety policy, although its the risk of serious accident is limited, and accidents are infrequent. management is committed to ensuring that its employees enjoy However, as in any business, the risk of work-related illness the best possible working conditions. (especially musculoskeletal disorders, stress, etc.) cannot be Measures are therefore implemented to improve health and safety, ruled out. ensure maximum prevention of accidents and reduce of the risk of work-related illness. For example, all Eurazeo employees may attend a first-aid course during 2009 if they wish to.

6.1.6 Training and skills development

In terms of training, the goal of Eurazeo is to offer its employees Long-term courses leading to formal qualification may also be the opportunity to achieve and maintain their full potential and attended; these are notably evening courses. Eurazeo also offers to meet their learning needs and expectations. Training courses employees the opportunity to attend job-related training courses address current investment plans and/or job-related issues. The and conferences. latest courses cover investment capital, law, accounting and In 2008, Eurazeo spent a total of €60,300 on employee training, languages. reflecting an average contribution per employee of €1,200. 42% of employees attended training courses in 2008.

6.1.7 Employment and integration of disabled workers

Eurazeo currently employs no disabled people. The Company contributed a total of €6,752 to AGEFIPH (the government-appointed body responsible for developing the employment of disabled people in the private sector) in 2008.

6.1.8 Employee benefits

Eurazeo employees have unrestricted use of a sports hall and benefit from gym lessons. Other employee benefits include Chèques Emploi- Service Universels (personal services payment vouchers), meal vouchers, etc.

6.1.9 Subcontracting

Eurazeo contracts out non-core activities, such as reception staff, security staff and cleaning. The contractor accident risk report is therefore very limited.

6.2 ENVIRONMENTAL INFORMATION

As an investment company, Eurazeo performs no industrial activity. On behalf of its shareholders, Eurazeo is highly sensitive to However, as a responsible and professional shareholder, the Company environmental risks, which the Company wishes to control as much pays particular attention to environmental issues regarding its as possible. Prior to any investment procedure, the teams perform investments, as well as to its own environmental impact. preliminary studies in order to identify and assess investment opportunities. As regards the listed companies in which Eurazeo invests, decisions taken in connection with corporate governance take into account the social and ecological aspects, in addition to the economic view.

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The thorough due diligence process includes an analysis of Several companies of the Eurazeo group have therefore already environmental risks. Certain projects have been ruled out based implemented environmental and sustainable development policies on environmental criteria. (see the Annual Review , pages 40 to 45).

Eurazeo initiated a sustainable development approach in 2008, Environmental and health risks are described on pages 52 to 53 identifying the issues related to the activity of its investments and under Risk factors. stating the measures already implemented thereby.

6.2.1 and 2 Consumption of natural resources, atmospheric emissions, waste production and respect for biodiversity

Given the nature of its business and its location in central Paris, The majority of Eurazeo investments are made in services Eurazeo has only a limited direct impact on the environment. Noise companies. Nevertheless, these companies do impose more pollution, soil impact and biodiversity impact may all be considered significant direct and indirect impacts on the environment: those of as negligible. Water and energy consumption, greenhouse gas the Group’s major companies are described in the Eurazeo Annual emissions and waste production all remain limited. Review (cf. pages 40-45), whilst those of listed companies of the Group (Rexel, Accor and Danone) are described in the companies’ own annual reports.

6.2.3 Environmental evaluation and certification

Several of Eurazeo’s subsidiary companies have initiated certification projects (ISO 14001, Clef Verte, etc.) (cf. pages 40 – 45 of the Annual Review ). Given the nature of its business, Eurazeo has not applied for certification of the parent company.

6.2.4 Measures implemented to ensure regulatory compliance

Of all the Group’s equity investments, only Elis recognizes a provision in order to comply with its environmental obligations. They apply for environmental compliance: €14 million at December 31, 2008. to sites and/or types of work requiring attention in the foreseeable These provisions are measured on the basis of consultants’ reports future. and the previous experience of the Group. They reflect the cost of the studies and remedial works the Group will have to undertake

6.2.5 Committed environmental expenditure

Eurazeo Group subsidiaries have an active policy on the environment (see Annual Review , pages 40 to 45).

6.2.6 Employee awareness and training

The Group’s financial staff members were made aware of the concerned and the Communication Department staff responsible 2008 launch of the Sustainable Development approach. Its for organizing and supervising the project. implementation has involved many people at Eurazeo, including the Chief Financial Officer, one of the Investment Directors, the business managers responsible for supervising the companies

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6.2.7 Provisions and guarantees for environmental risks

Cf. point 6.2.4 above.

6.2.8 Amount of damages paid over the year

N/A

6.2.9 Targets set for international subsidiary companies in relation to points 1-6 above

N/A

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7 APPENDICES TO THE EXECUTIVE BOARD’S REPORT

7.1 SPECIAL REPORT ON OPTIONS TO SUBSCRIBE OR PURCHASE SHARES (ARTICLE L. 225-184 OF THE FRENCH COMMERCIAL CODE)

1. Pursuant to the provisions of Article L. 225-184 of the French Commercial Code, we inform you that we allotted stock options in fiscal year 2008, under the conditions set out below:

2008/1 plan 2008/2 plan Date of authorization by Shareholders’ Meeting 05/03/2007 05/03/2007 Date of Executive Board meeting that decided the allotment 02/05/2008(1) 05/20/2008(2) Nature of stock options granted Purchase Purchase Total number of shares available for purchase(7) 52,500 321,061 Total number of employees concerned 1 25 of which: total number of shares available for purchase by Executive Board members (in its current composition)(3)(6) 52,500 230,297(4) of which: total number of shares that can be subscribed or bought by the 10 non-Company Officer employees with the highest number of stock options - 63,049 Number of executives (Company Officer s) concerned 1 5 Beginning of exercise period 02/05/2010 (5) End of inalienability period 02/06/2012 05/20/2012 Expiry date 02/05/2018 05/20/2018 Discount 0% 0% Exercise price (in euros)(7) 71.26 80.63 Options cancelled during the period - 4,151 Total number of shares remaining to be subscribed on December 31, 2008 52,500 316,910 As a percentage of shares on December 31, 2008 0.09% 0.57% (1) The allocation of stock options was submitted for the prior approval of the Supervisory Board at its meeting of January 22, 2008 in accordance with the recommendations of the Compensation and Appointment Committee. (2) The allocation of stock options to Company Officer s was submitted to the prior approval of the Supervisory Board at its meeting of March 27, 2008 in accordance with the recommendations of the Compensation and Appointment Committee. (3) Options may be exercised for one share each. (4) Including 76,766 performance-based stock options. (5) Stock options may be exercised by beneficiaries immediately after they are purchased. These acquisitions will vest only in three stages: one-third in 2010, one-third in 2011 and one-third in 2012 (see paragraph “Terms and Conditions of the 2008/2 plan” below). (6) Luis Marini-Portugal was not a member of the Executive Board at the date of granting of share options. (7) After adjustment for the allocation of one new bonus share for 20 existing shares held.

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2. Stock options granted to corporate officers and options outstanding as of December 31, 2008

Average including stock options granted Total stock options (1) exercise price in 2007 (1) in 2008 Patrick Sayer (2) (3) 297,986 €81.65 79,077 117,164 Bruno Keller (4) 155,192 €67.35 31,631 18,750 Philippe Audouin (5) 51,976 €83.63 12,686 24,953 Virginie Morgon (6) 87,215 €74.99 - 87,215 Gilbert Saada (7) 150,724 €67.53 23,724 34,715 Luis Marini-Portugal (8) ---- (1) Options to purchase or subscribe shares, adjusted if necessary in the event of transactions affecting the share capital . (2) Options definitively granted in 2002 and vested in four equal installments on July 1, 2002, 2003, 2004 and 2005. (3) Of which 58,823 performance-based stock options, making 19,768 stock options for the 2007 allotment and 39,055 stock options for the 2008 allotment. (4) Of which 14,158 performance-based stock options, making 7,908 stock options for the 2007 allotment and 6,250 stock options for the 2008 allotment. (5) Of which 11,488 performance-based stock options, making 3,171 stock options for the 2007 allotment and 8,317 stock options for the 2008 allotment. (6) Of which 11,572 performance-based stock options for the 2008 allotment. (7) Of which 17,502 performance-based stock options, making 5,930 stock options for the 2007 allotment and 11,572 stock options for the 2008 allotment. (8) Luis Marini-Portugal, who was appointed member of the Executive Board by the Supervisory Board at its meeting held on June 19, 2008 did not receive any stock options for his corporate appointment in 2008. He received stock options before his appointment to the Executive Board (see point 4 below).

Terms and Conditions of the 2008/2 Plan the options corresponding to the third tranche will be fully vested Stock options will vest only in stages, after three successive vesting in favor of the beneficiary on May 20, 2012. periods subject to the continued employment of the beneficiary by If Eurazeo’s Performance is equal to that of the index measured the Company at the end of the vesting period considered: over the same period, only a fraction of the o ptions such that only I the first tranche (one-third) of stock options will definitively vest the sum of the options definitively vested under three tranches, after two years, that is on May 20, 2010; i.e. equal to 87.5% of the entirety of the options granted, will be definitively vested in favor of the beneficiary on May 20, 2012. I the second tranche (an additional one-third) of stock options will definitively vest after three years, that is on May 20, 2011; If Eurazeo’s Performance is equal or less than 80% of the stock market performance of the index measured over the same period, I the third tranche (an additional one-third) of stock options will only a fraction of the options such that only the sum of the options definitively vest after four years, that is on May 20, 2012. definitively vested under three tranches, i.e. equal to 75% of the The stock options will become immediately exercisable at the end entirety of the options granted, will be definitively vested in favor of of each of the above-mentioned vesting periods. the beneficiary on May 20, 2012.

Furthermore, if the beneficiary of the stock options has not been Between these limits, the final vesting of the options under the third employed by the C ompany for at least four years at the end of tranche will be carried out proportionally. one of the above-mentioned vesting periods, the stock options In order to comply with the provisions of the fourth paragraph of corresponding to this vesting period will vest only when the Article L. 225-185 of the French Commercial Code, each Executive beneficiary can prove a minimum of four years of employment with Board member shall be required to hold in a registered account, the Company. throughout the term of his/her office, either directly or indirectly, The vesting of stock options granted to Executive Board members through wealth management or family structures, a minimum number under the third tranche is also conditional upon Eurazeo’s of shares issued from the exercise of the options corresponding to performance on the stock market. This will be determined over a the equivalent of thirty-six months compensation (fixed + variable), four-year period starting from May 20, 2008 and expiring on May 20, on the understanding that these h olding levels must be reached 2012, by adding (i) the increase in value of the Eurazeo share and within a period of one year for the Chairman of the Executive Board (ii) dividends and other distributions made. and twenty-four months of compensation within five years for the other members of the Executive Board. Eurazeo’s performance will be compared to the stock market performance, over the same period, of a panel or an index Terms and Conditions of the 2008/1 Plan representing a panel of European companies close to Eurazeo. The stock options are vested immediately but cannot be exercised The index selected by the Supervisory Board upon a proposal by until the end of a two-year period, on condition that the beneficiary the Compensation and Appointment Committee is the LPX Europe has not resigned before the expiry of this period. The company index. shares vested upon exercise of these options cannot be sold until Should Eurazeo’s Performance exceed or equal 120% of the stock February 6, 2012. market performance of the index measured over the same period,

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In order to comply with the provisions of the fourth paragraph of issued from the exercise of the options corresponding to 30% of Article L. 225-185 of the French Commercial Code, the beneficiary the shares vested upon exercise of the options, with this amount shall be required to hold in a registered account, throughout the capped so that the value of shares subscribed or vested and term of his/her office, either directly or indirectly, through wealth kept corresponds to one year’s fixed compensation, excluding management or family structures, a minimum number of shares bonuses.

3. Stock options granted by Eurazeo to its corporate officers and exercised by them during the 2008 fiscal year:

Stock options allocated / shares subscribed or Strike price Maturity purchased (in euros) or exercise dates Plan Stock options granted by Eurazeo to Company Officer s during the year Patrick Sayer 117,164 80.63 (1) 05/20/2018 2008/2 Plan(3) Bruno Keller 18,750 80.63 (1) 05/20/2018 2008/2 Plan(3) Philippe Audouin 24,953 80.63 (1) 05/20/2018 2008/2 Plan(3) Virginie Morgon 52,500 71.26 (2) 02/05/2018 2008/1 Plan (4) Virginie Morgon 34,715 80.63 (1) 05/20/2018 2008/2 Plan(3) Gilbert Saada 34,715 80.63 (1) 05/20/2018 2008/2 Plan(3) Stock options exercised during the year by Eurazeo Company Officer s Luis Marini-Portugal (6) 3,189 (5) 40.58 09/23/2008 2001/2 Plan Gilbert Saada 4,194 (5) 33.00 04/15/2008 2003 Plan Gilbert Saada 2,685 (5) 39.19 04/15/2008 2004 Plan (1) Exercise price calculated on the basis of an average stock prices at the time of the Executive Board meeting of May 20, 2008. (2) Exercise price calculated on the basis of an average stock prices at the time of the Executive Board meeting of February 5, 2008. (3) As authorized by the Supervisory Board on March 27, 2008 and recommended by the Compensation and Appointment Committee. (4) As authorized by the Supervisory Board on January 22, 2008 and recommended by the Compensation and Appointment Committee. (5) Stock options exercised under the Company Savings Plan (the shares are locked in the Company Savings Plan for five years). (6) Options received as an employee.

In fiscal year 2008, Company Officer s exercised 6,879 shares under over a four-year period starting from December 19, 2008 and the 2003 and 2004 plans. expiring on December 19, 2012, by adding (i) the increase in value of the ANF share and (ii) dividends and other distributions made. In his capacity as a Company Officer of ANF, Bruno Keller was The performance of ANF will be compared to the stock market allocated 62,108 ANF stock options at €28.58 each. The vesting of performance, over the same period, of the EPRA index composed stock options granted to Bruno Keller is partly conditional upon the of a panel of European companies close to ANF. performance of ANF on the stock market. This will be determined

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4. Stock options granted in fiscal year 2008 by Eurazeo to the ten non-Company Officers employees with the highest number of stock options and shares subscribed or purchased by the ten employees who have subscribed or bought the highest number of shares:

In fiscal year 2008, the Executive Board of May 20, 2008 granted One of the beneficiaries, Luis Marini-Portugal received 10,561 stock 63,049 stock options to ten of the Company’s top executives with options in his capacity as employee, before he was appointed to the highest number of stock options granted under this plan at the Executive Board on June 19, 2008. the exercise price of €80.63 and a expiration date fixed at May 20, 2018.

Number of stock options granted / shares subscribed or Weighted average Maturity purchased price (in euros) or exercise dates Plan Stock options granted during the year by Eurazeo to the 10 employees who received the highest number of stock options 63,049 80.63 (1) 05/20/2018 2008/2 (2) Plan Options exercised during the year 5,436 33.00 02/06/2008 2003 Plan 7,500 49.04 05/06/2008 2001/1 Plan 4,975 49.04 05/10/2008 2001/1 Plan 7,500 49.04 05/15/2008 2001/1 Plan 9,288 49.04 05/23/2008 2001/1 Plan 38,686 (3) 37.32 (4) 10/08/2008 2004 Plan 467 (3) 40.58 (4) 11/03/2008 2001/2 Plan (1) Exercise price calculated on the basis of an average stock prices at the time of the Executive Board meeting of May 20, 2008. (2) As authorized by the Supervisory Board on March 27, 2008 and recommended by the Compensation and Appointment Committee. (3) Stock options exercised under the Company Savings Plan (the shares are locked in the Company Savings Plan for five years). (4) After adjustments related to the allocation of bonus shares and the exceptional distribution.

No stock options were granted to Eurazeo employees by Eurazeo affiliates pursuant to Article L. 225-180 of the French Commercial Code with the exception of the 62,108 stock options granted by ANF to Bruno Keller.

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Historical data on options granted for new or existing shares:

2001/1 Plan 2001/2 Plan 2002 Plan 2003 Plan 2004 Plan 2005 Plan 2006 Plan 2007 Plan 2008/1 Plan 2008/2 Plan Date of Shareholders' Meeting 4/25/2001 4/25/2001 05/15/ 2002 05/15/ 2002 05/05/2004 05/04 /2005 05/04/2005 05/03/2007 05/03/2007 05/03/2007 Date of Board meeting or Executive Board meeting(1) 5/28/2001 12/18/2001 07/01/2002 06/03/2003 06/25/2004 07/05/2005 06/27/2006 06/04/2007 02/05/2008 05/20/2008 Type of options Purchase Purchase Subsc. Purchase Purchase Purchase Purchase Purchase Purchase Purchase Total number of shares avalaible for subscription or purchase* 30,726 68,474 51,006 50,358 195,639 176,721 194,146 204,585 52,500 321,061 Number of shares subscribed or purchased as at December 31, 2008 (30,726) (3,656) - (10,112) (41,505)----- Stock options cancelled during the period - (64,818) ----(733) (3,759) - (4,151) Stock options remaining as at December 31, 2008 - - 51,006 40,246 154,134 176,721 193,413 200,826 52,500 316,910 Number of employees concerned - - 17 17 14 19 20 23 1 25 Total initial number of shares available for subscription or purchase by current members of the Executive Board(2)(9) - - 608,127 (3) 127,418 (4) 85,517 (5) 66,082 157,708 147,118 52,500 230,297 Number of executives concerned --32224415 Total number of shares that can be subscribed or bought by the first 10 employee beneficiaries - - 81,184 94,549 59,670 61,779 31,781 42,053 - 63,049 Number of employees concerned - - 12 10 10 10 9 10 - 11 Date of creation of options 05/28/2001 12/18/2001 07/01/2002 06/03/2003 06/25/2004 07/05/2005 06/27/2006 06/04/2007 02/05/2008 05/20/2008 Start of exercise period 05/29/2005 12/19/2005 07/01/2006 06/03/2007 06/25/2008 07/06/2009 06/28/2010 (7) 02/05/2010 (8) Expiration date 05/29/2008 12/19/2008 06/30/2012 06/03/2013 06/25/2014 07/06/2015 06/27/2016 06/04/2017 02/05/2018 05/20/2018 Discount ------Exercise price (adjusted) 46.70 40.58 36.00 31.42 37.32 56.72 69.75 105.20 71.26 80.63 As a percentage of share capital on December 31, 2008(6) - - 0.09% 0.07% 0.28% 0.32% 0.35% 0.36% 0.09% 0.57% * Balance as at February 15, 2008 (2007 registration document, adjusted if necessary by the 1 for 20 bonus share distribution). (1) As from May 15, 2002. (2) Options may be exercised for one share each. (3) Options allotted definitively in equal tranches of one-quarter each on July 1, 2002, 2003, 2004 and 2005. (4) Options allotted definitively in equal tranches of one-third each on July 1, 2003, 2004 and 2005. (5) Options allotted definitively in equal tranches of one-half each on July 1, 2004 and 2005. (6) On the basis of 55,296,275 shares outstanding on December 31, 2008. (7) Stock options may be exercised by beneficiaries immediately after they are purchased. These acquisitions will vest only in three stages: one-third in 2009, an additional one-third in 2010 and the last one-third in 2011. (8) Stock options may be exercised by beneficiaries immediately after they are purchased. . These acquisitions will vest only in three stages: one-third in 2010, an additional one-third in 2011 and the last one -third in 2012 (see paragraph “Terms and Conditions of the 2008/2 plan” above ). (9) Does not include options granted to Executive Board members as employees (Philippe Audouin, Luis Marini-Portugal). Corresponds to the number initially granted, adjusted to reflect capital transactions since the grant date.

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7.2 SPECIAL REPORT ON THE ALLOCATION OF BONUS SHARES PREPARED IN ACCORDANCE WITH ARTICLE L. 225-197-4 OF THE FRENCH COMMERCIAL CODE

7.2.1 Description of the 2008 bonus shares issue plan

A) LEGAL FRAMEWORK B) CHARACTERISTICS OF THE BONUS SHARES The Ordinary and Extraordinary Shareholders’ Meeting of March 12, ISSUE PLAN 2006, passed the ninth resolution authorizing the Executive Board The bonus shares issue plan provides, in particular, for a two-year to issue bonus shares of up to 1% of share capital to employees vesting period, after which the shares will vest only if the beneficiary or Company Officer s of Eurazeo or its affiliates in accordance continues to be employed by the Company, except in the case of with the provisions of Articles L. 225-197-1 to L. 225-197-3 of the death, retirement or disability. French Commercial Code. This authorization has been given for a 38-month period. The vesting period is followed by a two-year retention period during which the beneficiary may not sell the allocated shares. The In fiscal year 2008, Eurazeo’s Executive Board adopted a bonus beneficiary must register the shares allocated in a pure registered shares issue plan for, the details of which are described below, and securities account, mentioning that they are locked up in during used the delegation granted by the Ordinary and Extraordinary the retention period. Shareholders’ Meeting of March 12, 2006. The plan also stipulates that the number of shares allocated will be adjusted in the event of transactions on the Company’s share capital in order to protect the rights of beneficiaries.

7.2.2 Bonus shares issued by Eurazeo during fiscal year 2008

A) DESCRIPTION OF THE 2008 BONUS SHARES B) ADJUSTMENT OF THE 2008 BONUS SHARES ISSUE PLAN ISSUE PLAN Eurazeo’s Executive Board decided at its meeting on January 21, On April 1, 2008, the Executive Board voted to adjust the number of 2008 to allot 3,79 0 bonus shares to all the Company’s employees shares allotted under the 2008 bonus shares issue plan to preserve and officers, with a unit value of €72.90 (share price as at January 21, the rights of the beneficiaries of these bonus shares following the 2008), sharing out as follows: share capital increase on May 26, 2008.

I 2,880 bonus shares representing 0.005% of the C ompany’s Consequently, the number of bonus shares allotted to beneficiaries share capital were allotted to 23 beneficiaries managerial staff of the 2008 bonus shares issue plan was raised to 3,987 shares. and technicians who did not own any stock options. Of these shares, 1,661 were allocated to ten employees who had the highest number of bonus shares;

I 91 0 bonus shares representing 0.001% of the Company’s share capital were allotted to 26 beneficiaries, who were members of the Executive Board and managerial who owned stock options. Of these shares, 175 were allocated only to Executive Board members. They are sharing out below:

Patrick Sayer 35 Bruno Keller 35 Philippe Audouin 35 Virginie Morgon 35 Gilbert Saada 35 Luis Marini-Portugal* - TOTAL 175

* Bonus shares granted as an employee and prior to his appointment to the Executive Board.

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7.2.3 Adjustment of the 2007 bonus shares issue plan

At its meeting held on March 13, 2007, the Eurazeo Executive Consequently, the number of bonus shares allotted to beneficiaries Board allotted 708 bonus shares to managerial staff or technicians of the 2007 bonus shares issue plan was raised to 780 shares. who had no stock options (see page 158 of the 2007 reference d ocument).

On April 1, 2008, the Executive Board voted to adjust this number of shares to preserve the rights of the beneficiaries of these bonus shares following the share capital increases made on May 10, 2007 and May 26, 2008.

7.3 FIVE-YEAR FINANCIAL SUMMARY

(Article 225-102 of the French Commercial Code)

01/01/2004 01/01/2005 01/01/2006 01/01/2007 01/01/2008 (In euros) 12/31/2004 12/31/2005 12/31/2006 12/31/2007 31/12/2008 Capital at year end Share capital 142,689,315 154,236,503 157,541,163 164,506,751 168,653,644 Number of outstanding shares 46,783,381 50,569,344 51,652,839 53,936,638 55,296,275 Transactions and income for the year Net revenue* 171,245,112 239,472,468 232,940,813 404,485,386 97,667,505 Earnings before tax, depreciation and provisions 168,684,854 51,547,571 175,944,384 773,393,085 1,053,094,411 Corporate income tax 1,226,180 32,523,772 20,093,323 31,595,493 68,828,917 Earnings after tax, depreciation and provisions 53,261,345 434,564,999 241,560,571 680,785,354 478,291,340 Distributed earnings 44,865,526 46,827,688 56,827,624 63,834,029 66,355,530 (1) Earnings per share Earnings after tax, before depreciation and provisions 3.58 0.38 3.02 13.75 17.80 Earnings after tax, depreciation and provisions 1.14 8.59 4.68 12.62 8.65 Net dividend per share (euros) 1.00 1.00 1.10 1.20 1.20 (1) Personnel Number of employees as December 31 94 44 43 46 50 Total payroll 12,381,499 10,361,003 10,037,086 10,794,652 12,689,395 Employee benefits and payroll taxes 4,477,737 3,519,973 3,626,915 4,233,293 5,755,640 (1) Dividend proposed to the Shareholders’ Meeting of May 29, 2009. * Corresponds to current income

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7.4 SUMMARY TABLE OF UNEXPIRED DELEGATIONS GRANTED BY THE SHAREHOLDERS’ MEETING WITH RESPECT TO CAPITAL INCREASES

The 9th, 10th, 11th, 13th and 15th Resolutions submitted for approval The Executive Board submitted for the approval of the Shareholders’ by the Shareholders’ Meeting of May 29, 2009 cancel the 8 th, 9th, Meeting held on May 29, 2009, the 12th and 14th Resolutions 10th, 11th and 12th Resolutions adopted at the Shareholders’ Meeting authorizing it to: of May 3, 2007 and authorizing the Executive Board to: I issue shares and/or other securities conferring immediate or I increase share capital by capitalizing reserves, earnings or future rights to shares, without pre-emptive rights under an share, merger or contribution premiums ; offer mentioned in II of Article L. 411-2 of the French Monetary and Financial Code; I issue securities conferring immediate or future rights to shares , with pre-emptive rights by shareholders; I increase the number of shares and/or securities in case of a capital increase with or without pre-emptive rights. I issue securities conferring immediate or future rights to shares, without pre-emptive rights by shareholders and public The 17th Resolution submitted for the approval of the Shareholders’ offer in the framework of a public offer with an exchange Meeting of May 29, 2009 cancels the 23rd R esolution adopted component; during the Shareholders’ Meeting of May 14, 2008 and authorizes the Executive Board to increase the share capital by issuing shares I set the price of shares or other securities conferring immediate reserved to members of a Company Savings Plan (Plan d'Épargne or future rights to shares issued without pre-emptive rights d'Entreprise). representing up to 10% of share capital; These authorizations are granted for a period of twenty-six months I issue securities conferring immediate or future rights to from the date on which the resolutions are approved and will expire shares, as consideration for capital contributions in kind to on July 28, 2011. the Company.

The table below summarizes the various authorizations submitted for approval by the Shareholders’ Meeting of May 29, 2009:

Date of Shareholders’ Meeting Purpose Resolution Duration 05/29/2009* Authorization to increase share capital by capitalizing reserves, earnings or share , merger 9 26 months or contribution premiums 05/29/2009* Authorization to issue securities conferring immediate or future rights to shares , 10 26 months with pre-emptive rights by shareholders 05/29/2009* Authorization to issue securities conferring immediate or future rights to shares , 11 26 months without pre-emptive rights by shareholders and public offer in the framework of a public offer with exchange component 05/29/2009 Authorization to issue shares and/or other securities conferring immediate or future rights to 12 26 months shares, without pre-emptive rights under an offer mentioned in Article L 441-2 of the French Monetary and Financial Code 05/29/2009* Authorization to set the price of shares or other securities conferring immediate or future rights 13 26 months to shares issued, without pre-emptive rights representing up to 10% of share capital 05/29/2009 Increase in the number of shares and/or securities in case of a capital increase with or without 14 26 months pre-emptive rights 05/29/2009* Authority to issue shares and/or other securities conferring immediate or future rights to shares , 15 26 months as consideration for capital contributions in kind to the Company 05/29/2009* Authority to increase share capital by issuing shares and/or securities conferring immediate 17 26 months or future rights reserved to members of a company savings plan (Plan d'Épargne Entreprise) 05/29/2009* Authorization to issue bonus share warrants for distribution to the Company’s shareholders 18 18 months in the event of a tender offer for the Company’s shares 05/29/2009* Authorization to carry out bonus shares issues to employees and officers of the Company 19 38 months or its affiliates 05/03/2007 Authorization to grant stock options to employees and officers of the Company or its affiliates 15 38 months * Renewal submitted to the Shareholders’ Meeting of May 29, 2009.

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Ceilings on capital increases that may be decided by the Executive I Green Shoe (over-allotment option): Board upon authorization: The ceiling on the nominal value of capital increases made I Capitalization: under the 14th R esolution, submitted to the Shareholders’ Meeting of May 29, 2009, is equal to 15 % of the initial - The ceiling on the nominal value of capital increases that issue. may be issued under the 8th Resolution submitted to the Shareholders’ Meeting of May 3, 2007, is €500 million. I Overall platforms:

- The ceiling on the nominal value of capital increases that - The maximum nominal value of capital increases issued under may be issued under the 9th R esolution submitted to the the 10 th to 15th Resolutions submitted for approval to the Shareholders’ Meeting of May 29, 2009, is €1.3 billion. Shareholders’ Meeting of May 29, 2009, is €150 million.

I Capital increases with or without pre-emptive rights: - The maximum amount for issues of debt securities that may be exchanged, redeemed or otherwise traded for shares - The ceiling on the nominal value of capital increases that pursuant to the 10th to 15th R esolutions submitted to the may be issued under the 9th R esolution submitted to the Shareholders’ Meeting of May 29, 2007, is €1 billion. Shareholders’ Meeting of May 3, 2007, is €100 million. I Capital increases for members of a company savings plans - The ceiling on the nominal value of capital increases that (Plan d'Épargne d'Entreprise): may be issued under the 10th Resolution submitted to the Shareholders’ Meeting of May 29, 2009, is €150 million. The ceiling on the nominal value of capital increases that may be decided under the 23rd R esolution of the Shareholders’ - The ceiling on the nominal value of capital increases that may Meeting of May 14, 2008 and submitted for renewal to the be issued under the 10th to 12th R esolutions submitted to the Shareholders’ Meeting of May 29, 2008 ( 17th Resolution) is Shareholders’ Meeting of May 3, 2007 and the 11th, 13th and €2.25 million. 15th R esolutions submitted to the Shareholders’ Meeting of May 3, 2009, is €100 million. I Stock warrants:

I Private placement: The maximum nominal value of capital increase that may result from the exercise of all of the warrants issued by virtue The ceiling on the nominal value of capital increases made of the 18 th Resolution submitted to the Shareholders’ Meeting under the 12th Resolution, submitted to the Shareholders’ of May 29, 2009, is limited to €170 million. Meeting of May 29, 2009 is equal to 20% of the Company’s share capital.

7.5 REPORT BY THE CHAIRMAN OF THE SUPERVISORY BOARD ON THE COMPOSITION, THE CONDITIONS OF PREPARATION AND ORGANIZATION OF THE BOARD’S WORK AND THE INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY EURAZEO

Pursuant to the provisions of Article 225-68 of the French The work underlying the writing of the report was managed and Commercial Code, the purpose of this document is to report on co-ordinated by the Internal Audit department. It relied on the the composition, conditions of preparation and organization of contribution of all divisions and services, Eurazeo internal control the Supervisory Board’s work and the internal oversight and risk stakeholders (the roles of these players are developed in section 2 management procedures implemented by Eurazeo. The disclosures of the report). required under Article L. 225-100-3 of the French Commercial Code The structuring and the writing of the report were based on are published in Eurazeo’s 2008 Registration Document (section 5.6 generally accepted reference frameworks with respect to corporate of the Executive Board’s report “Information of potential relevance governance and internal control. The first part of the report in the event of a takeover bid”). The specific procedure for the (section 1) concerning the work of the Supervisory Board reserves participation of shareholders in the Shareholders' Meeting are set to the Corporate Governance Code for Listed Companies (Code out in Article 23 of Eurazeo’s Bylaws.

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de gouvernement d’entreprise des sociétés cotées) published in audits carried out generally took into account the recommendations December 2008 by the MEDEF and the AFEP (hereafter referred to made by the AMF in its 2008 report on corporate governance and by convention as the AFEP-MEDEF Code). The second part, which internal control. is devoted to the internal control system, was developped on the The members of the Audit Committee reviewed a draft report at their basis of the reference framework for internal control of the French meeting held on March 19, 2009. The final report was approved by Financial Markets Authority (AMF), and its application guide relating the Supervisory Board at its meeting on March 26, 2009. to internal control over accounting and financial reporting. Lastly, the

Section 1 Preparation and organization of the Supervisory Board’s work

A. COMPOSITION AND FUNCTIONING The composition of the Supervisory Board is presented in the table OF THE SUPERVISORY BOARD in section 3.1 of the Executive Board’s report and the first four columns of this table are considered to be an integral part of this The Supervisory Board permanently oversees the management report. of the Company by its Executive Board. Its members are leading personalities from various sectors of the economy. The Supervisory Board’s Bylaws set forth its operating rules, specifically addressing B. SPECIAL COMMITTEES matters such as participation at Board meetings, independence The Supervisory Board has formed three committees: the Finance criteria, the Holding of meetings, communications with Board Committee, the Audit Committee and the Compensation and members, prior authorizations by the Board for certain transactions, Appointment Committee. These three specialized committees are the establishment of committees, the compensation of Board permanent ones. The term of committee membership coincides members and ethics issues. The Supervisory Board’s Internal Rules with the member’s term of office on the Supervisory Board, with are set out in section 4.2 in Other Information Concerning Corporate the understanding that the Supervisory Board may change the Governance of the Registration Document. composition of its committees at any time or remove a member The Supervisory Board performs the checks and controls it deems from a committee if necessary. The duties and operating rules of necessary at any time and may request any document it considers the committees are set forth in their respective charters. necessary to perform its duties. Sections 3.5 and 3.6.1 of the Executive Board’s report in the The Supervisory Board meets as often as Eurazeo’s interests may Registration Document give a detailed presentation of the activity, require and at least once every quarter. The Supervisory Board met composition and number of meetings of these committees for fiscal seven times in 2008 ( six times in 2007), with an attendance rate of 2008, as well as the principles for determining the compensation of 87% (82% in 2007). Company Officers. These sections are considered to be an integral part of this report. The Executive Board submits a monthly report to the Chairman of the Supervisory Board covering developments in investment holdings, cash balances, transactions performed and Eurazeo’s C. CORPORATE GOVERNANCE PRINCIPLES APPLIED debt, if any. TO EURAZEO As required by the Company’s Bylaws, the Eurazeo Executive Eurazeo corporate governance approach was implemented a few Board submits a report to the Supervisory Board at least once years back, with the aim of complying with market recommendations every quarter on the Company’s main management activities and that promote transparency vis-à-vis stakeholders and contribute decisions, including all information that the Board may require to to improving the functioning of the Company’s control and be kept up to date on the Company’s business, along with the management bodies. quarterly company financial statements and half-year and annual The Eurazeo Supervisory Board approved this report at its consolidated financial statements. meeting held on March 26, 2009. It confirmed that most of the Within a prescribed time limit following the end of each fiscal year, recommendations of the AFEP-MEDEF Code had already been the Executive Board submits the company financial statements, implemented. And indeed, an analysis of Eurazeo’s corporate consolidated financial statements and its report to the Shareholders’ governance practices with respect to the principles and Meeting to the Supervisory Board for verification and review. The recommendations of the AFEP-MEDEF Code shows that as at the Supervisory Board reports its observations on the Executive end of 2008, Eurazeo complied with most of the provisions of the Board’s report and on the annual company and consolidated Code. financial statements to the Shareholders’ Meeting.

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Below is a summary of the planned improvements to current I Executive Directors’ compensation practices: In accordance with the recommendations of the Compensation I The characterization of independent members on the Board and Appointment Committee, the following provisions relating to the compensation of the Company’s executive Directors will The Code recommends that the characterization of independent be implemented: Directors be “discussed by the Appointment Committee and reviewed each year by the Board of Directors prior to publication - The benefit of supplementary pension schemes will be of the Annual Report”. The Supervisory Board meeting of subject to some additional rules: setting of a requirement of May 5, 2004 had reviewed the independence of its members seniority in the company, capping of the increase in potential with respect to the criteria recommended by the Bouton report. rights to two times the fixed compensation , taking into Since the composition of the Board did not change between account the average compensation of the last three years 2004 and 2007, the quality of independent Director was not as the benchmark period for calculating benefits. specifically examined by the Supervisory Board. As from the - With respect to stock options and to ensure that, when valued next expiry of the terms of Board members (i.e. in 2010), upon in accordance with IFRS standards, they do not represent a the motion of the Compensation and Appointment Committee, disproportionate percentage of the total compensation, it has the position of members characterized as independent will be been decided that the allotment of stock options may not be regularly reviewed by the Supervisory Board. All the criteria of more than twice the total compensation of each person. independence set out in the Code will be used for this review, except for the criterion of seniority (i.e. “Not having been a - The Code recommends that the employment agreement Director of the company for more than twelve years”). be terminated in case of an appointment as Company Officer. The employment agreement of the Company Officer I Assessment of the Supervisory Board concerned by the recommendation is currently suspended, The Code recommends that members of the Board of Directors and a compliance approach with the Code will be discussed carry out a self-assessment at least once every three years. during the next renewal or at the next appointment. In June 2005, Supervisory Board members carried out a self- Lastly, it must be noted that the Code specifies that the term of assessment by answering a questionnaire designed to help office as Director may not exceed four years. Eurazeo has set a them assess how well the board was functioning and to make longer term of office, the members of its Supervisory Board are suggestions. The results of this process were analyzed by the appointed for a six-year term, in accordance with the Company’s Supervisory Board at its meeting held on June 22, 2005. In Bylaw s. Eurazeo considers that the legal duration of the six-year 2009, the Supervisory Board will determine the appropriate term is the appropriate period to enable members to become timetable for continuing this process. properly involved in the control of the Company’s management.

Section 2 Internal control and risk management systems

Eurazeo’s core business consists in the acquisition of equity interests Like the general principles of the AMF framework, Eurazeo’s internal mostly in unlisted companies. As part of the substainable monitoring control system aims at ensuring: of its business, Eurazeo defines and pursues a certain number of I compliance with laws and regulations; strategic and operational targets. To prevent or limit the negative impact of certain internal or external risks to the achievement of I the correct functioning of the Company’s internal processes, these targets, the organization, under the responsibility of the in particular those intending to ensure the Company's assets Executive Board, develop and adapt an internal control system: are safeguarded;

- that falls within the scope of a continuous improvement I the reliability of financial information . approach; As a general rule, it contributes to the control of activities by - that fits into the Company’s specific business process and preventing and mitigating the significant risks relevant to the business model. achievement of the company’s objectives whether operational, financial or compliance-related. It also contributes to the efficiency of operations and the efficient use of resources. A. DEFINITIONS, OBJECTIVES, LIMITATIONS AND SCOPES Limitations Definition and objectives The internal control system, as well designed and implemented as possible, cannot provide an absolute guarantee that the Group’s Internal control is said of a Company system, designed under the objectives will be achieved. The limitations of the system lie in responsibility of the Executive Board and implemented by staff various factors inherent to all internal control systems such as the under the impetus of the Executive Board. following:

I the control system relies on people and the exercise of their judgement ;

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I the design of the internal control system takes into account that, in addition to obeying the law, they must make every effort to the cost/benefit relationship which is used to strike the right conduct themselves at all times in a manner above suspicion. balance between the cost of the controls implemented and an acceptable level of residual risk; Code of ethics In 2004, Eurazeo adopted a securities trading code of conduct that I the low predictability of a certain number of external events governs the trading in Eurazeo shares by Executive Board members, that may pose a risk to the achievement of the organization’s Supervisory Board members and non-voting board members. At objectives. its meeting held on December 9, 2008, the Supervisory Board Scope adopted some modifications of the code, primarily to take into account changes in regulations. The internal control system implemented by Eurazeo covers all the operations carried out within a scope that comprises Eurazeo as Combating money laundering and terrorist financing an investment company as well as all h olding companies and funds The Company’s Luxembourg subsidiaries have established a and directly-controlled investment vehicles. system of formalized and detailed procedures for the prevention of money-laundering and the terror ist financing, which are thoroughly Each consolidated operational entity independently designs and complied with . In accordance with Luxembourg laws, every year, implements its own internal control system to suit its specific the Statutory Auditors review compliance with these procedures situation and activity. The observations of internal audits are with respect to the requirements set by the stock market regulator reviewed at meetings of the Audit Committees of each operational (CSSF). group in which Eurazeo is represented. Players and functional responsibilities B. LINKAGE OF THE SYSTEM All Company Officers and employees have responsibilities and powers that contribute, in their respective ways, to the proper The internal control system is not limited to a set of procedures functioning of the system and the achievement of objectives. and does not cover only the company’s accounting and financial The current organization is based mainly on the linkage between processes. It comprises an organized set of resources, exchanges, responsibilities, tasks and delegations of authority to certain bodies principles, procedures and behaviors adapted to the specific and functions that are highly involved. characteristics of the organization.

With reference to the AMF framework, Eurazeo’s internal control Supervisory Board system is structured around five closely-linked components that The Supervisory Board permanently oversees the management of are described below (parts a.-e.). the Company by its Executive Board. It also relies on the work and opinions of the specialized committees to which it has assigned a. An appropriate environment and organizational tasks. As part of its remit, the Audit Committee plays a role in the structure oversight of the accounting and financial internal control system.

The internal control system is based on an environment that Under the Bylaw s and the law, a certain number of transactions, promotes honest and ethical behavior and an organizational including some that pertain to the investment business, require prior framework dedicated to the achievement of these objectives. authorization by the Supervisory Board, in particular:

The organizational structure is based on a relevant distribution - the partial or full disposal of investment holdings; of functions and responsibilities among the various players, adequate management of resources and competencies and the - the appointment of one or more Eurazeo representatives implementation of proper information systems and operating to the boards of any French or foreign company in which procedures. the Company holds an ownership interest with a value of one hundred and seventy-five million euros (€175 million) or Rules of conduct and integrity more; Internal Rules - the acquisition of a new or additional ownership interest in Eurazeo Internal Rules require that its employees comply with any entity or company; any acquisition, exchange or disposal certain rules concerning such things as their obligations vis-à-vis securities, property, receivables or securities involving an financial market integrity (for example, refraining from trading in investment by Eurazeo of more than one hundred and certain situations or the requirement of discretion, the requirement seventy-five million euros (€175 million); to register their Eurazeo shares, etc.), gifts received from third - agreements regarding debt, financing or alliances, whenever parties and confidentiality. the aggregate amount or amounts of the transaction or All employees also receive a memorandum outlining the legal agreement exceeds one hundred and seventy-five million provisions governing breaches of stock market regulations euros (€175 million). (insider trading, unlawful disclosure of privileged information, price In addition, the Supervisory Board’s Internal Rules provide that, in manipulation, etc.), with detailed information on legal and ethical emergency situations and between meetings of the Supervisory rules with which all Eurazeo employees must comply. Employees Board, the Chairman of the Supervisory Board may, if so authorized are reminded, among other things, that they may not engage by the Supervisory Board and subject to a recommendation to or assist in transactions of any nature whatsoever that may be that effect by the Finance Committee, authorize the Executive considered to interfere with the normal operations of the market and

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Board to carry out the above transactions, provided that they heart of the accounting and financial internal control system: the involve equity and debt of between one hundred and seventy-five Accounting and Tax division, the Treasury Department and the million euros (€175 million) and three hundred and fifty million euros Investor Relations department. As a member of the Executive (€350 million). Board, he provides the link between the people who prepare and control of financial information and members of the Management The Supervisory Board has authorized the Executive Board to sell Committee. The description of the internal control of accounting all or part of the Company’s interests in entities and to dispose of and financial information is developed in section 2.D. buildings, provided that their value is less than one hundred and seventy-five million euros (€175 million). The investment team As required by law, the Bylaws provide that the creation of security Under the responsibility of the members of the Executive Board in interests as well as the granting of sureties, endorsements and charge of monitoring investments, the members of the investment guarantees must be authorized by the Supervisory Board. At its team perform the diligences required by investment procedures meeting of January 22, 2008, the Supervisory Board granted with respect to the evaluation of investment opportunities, the authority to the Executive Board, for a period of one year, to grant optimization of acquisition and financing strategies, the monitoring sureties, endorsements and guarantees for up to one hundred and of holdings and the preparation of disposals. seventy five million euros (€175 million) and to create security interests of up to one hundred and seventy five million euros (€175 million) Legal Department in aggregate and one hundred million euros (€100 million) per The Legal Department assist the investment team with analyzing transaction. These authorizations were renewed for one year by investment transactions and monitoring the companies in which the Supervisory Board at its meeting on December 9, 2008. The Eurazeo invests from a legal perspective. It keeps records of legal department monitors the use of these authorizations. agreements and other documents pertaining to investments and their legal aspects. Lastly, rules in effect at Eurazeo provide that certain decisions, not specifically related to the investment business but which concern Generally, it oversees the compliance with legislations and the Company’s organization, must be approved by the Supervisory regulations in countries where Eurazeo and its h olding companies Board. They include: are established (France, Italy and Luxembourg) and co-ordinates legal monitoring . Operational investments have their own legal - the proposal to the Shareholders’ Meeting to amend department. Bylaw s;

- any decision that could result, immediately or in the future, Internal audit in a capital increase or reduction through an equity issue or The position of Internal Audit Manager has been a full time one the cancelation of shares; since the end of 2008. The duties of the Internal Audit M anager consist in assessing Eurazeo’s risk management, internal control - the establishment of stock option plans and the granting of and corporate governance processes and making proposals to Eurazeo stock options, make them more efficient. - all proposals to the Shareholders’ Meeting regarding share The Internal Audit Manager reports to the Audit committee, which buyback programs; approves the annual audit plan that he has drawn up. He maintains - all proposals to the Shareholders’ Meeting regarding the a functional link with Internal Audit departments of consolidated appropriation of earnings and the distribution of dividends entities. or interim dividends. Consolidated affiliates Executive Board and the Management Committee Managers and staff of each affiliate independently implement The Executive Board has six members. It meets at least once their own internal control system to suit their specific situation and a month or as often as the Company’s interest may require. Its constraints. decisions, especially investment decisions, are taken collegially. Interaction within the various organizations through The Executive Committee is made up of members of the Executive committees Board and two Investment Directors. It meets once a week. In addition to functional control activities, the creation of a certain It co-ordinates the implementation of the Company’s strategy number of committees that bring together various functions of and ensures that the organization is in line with changes to the the organization promotes the interaction required for the internal corporate environment. This consists, in particular, in the definition control system to work properly. of responsibilities in the resulting system of delegations. Delegations are used to authorize invoices, contracts and documents that bind Investment Committee Eurazeo, on the one hand, and to sign payments, on the other The Investment Committee is made up of members of the Executive hand. Board, the investment team, the Legal Director and the Director of Chief Financial Officer the Treasury Department. It meets once a week. The Chief Financial Officer, who is a member of the Executive Board, It operates on a collegial basis to examine investment opportunities is responsible in particular for preparing the financial information presented by the members of the investment team, discuss produced for use within the Company or outside the Company. developments pertaining to pending investments and monitor the He co-ordinates the action of several departments that are at the performance of existing investments.

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Management Committee b. Identification and analysis of risks The Management Committee, headed by the Chief Executive The specific characteristics of Eurazeo concerning the third Officer and the Chief Financial Officer, brings together all managers component of the AMF framework, devoted to the identification in charge of corporate functions at Eurazeo. It meets twice a month and analysis of risks are developed below in a separate section to discuss topical subjects and ongoing projects that cut across (section 2.C). the Company. For example, it operates as a steering committee to prepare the closing of group accounts and the Registration c. Communication within the company of relevant Document. information

Treasury Committee The Company’s management and staff have resources that enable The Treasury Committee is made up of the Director of the them to obtain the relevant and reliable information that they require Treasury Department, the Chairman of the Executive Board, the to carry out their duties in a timely manner. These resources are Chief Executive Officer and the Chief Financial Officer. It meets namely: once a month. Its role consists in defining the treasury policy to I internal information systems, such as computer tools and be implemented and to adapt it to fit market conditions and the computer data sharing areas; operating needs of the Eurazeo Group. I preparatory documentation for the various cross-functional Information systems committees, the Holding of meetings and the follow-up of The organization of the Group, whether at Eurazeo or with its decisions; operating entities, is based on information systems that are adapted I in-house disclosure of management accounting data: the to the objectives and are designed to be compatible with future internal reporting deliverables relating to the value of the objectives. The systems in place aim at meeting the various internal portfolio, cash or management accounting; control objectives that may be illustrated as follows: I the monthly reporting of entities to members of the Investment I Compliance – Eurazeo’s Legal Department has an IT tool that team and the Executive Board. enables to follow up contractual commitments . It also monitors the events and obligations of the legal life of Group entities. For d. Control activities proportionate to the specific example, it ensures compliance with legal rules that limit the needs of each process number of offices held by Company Officers. Control activities have been designed to meet, in a suitable manner, I Reliability of financial information – A single consolidation tool the specific challenges of each process of the organization . The that can be accessed by the various Group consolidators various measures in place within processes, whether detective, makes it easy to harmonize and process the various accounting preventative, manual or IT-based , are intended to mitigate risks that and financial data produced by information systems that are are likely to adversely impact Eurazeo’s objectives. specific to the various entities. Eurazeo’s business processes: investment/development/ I Control of risks inherent to the Group’s various activities and the divestment efficient use of resources – The various entities of the portfolio Each new investment opportunity is investigated by one or more have developed business information systems adapted to their members of the investment team in accordance with specific business model, in particular, in terms of the entry of revenue procedures and under the authority of one or more members of the data, monitoring of performance, and validation of investments Executive Board. At various stages of the procedure, their analyses and expenses. and conclusions are presented to the Investment Committee, which For Eurazeo, the physical and logical security of computer systems decides whether or not to continue examining the issue. and data is based on the existence of a strategic backup and Developments concerning pending investments (the period between archive system and a formalized operating procedure. the moment the decision to invest was made by the Executive Board Formalized standards and procedures and the actual closing of the transaction) and completed investments are also monitored weekly by the Investment Committee. The formalized operating procedures are specified in the Eurazeo procedural guide that sets out the preparation of accounting All business matters, such as new investments, the monitoring of information, the review of the portfolio value, expenditure existing investments or the disposal of holdings, are assigned to commitments, computer security and financial disclosure. one or more Executive Board members, who see to it that decisions made or instructions given by the Executive Committee and the In the Group entities, the various functions have developed Executive Board are carried out by the staff. Investment or disposal formalized procedures and guides that can cover accounting and decisions are taken collegially of the members of the Executive operational fields or the self-assessment of internal control and Board. compliance. During the development phase, the management of each entity submits a report to the team in charge of monitoring the investment that is presented during a monthly meeting. The Executive Board members concerned report to the Executive Board on developments regarding the entities that they monitor.

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Treasury /Cash management C. MAJOR RISKS AND THE PROCEDURES FOR The Director of the Treasury department is in charge of the daily MANAGING THESE RISKS control of cash operations. Controls are conducted in accordance The identification, analysis and management of the main risks with the policy and prudential rules defined by the Treasury that may prevent Eurazeo from reaching its objectives are the Committee. They cover, in particular, the strict application of responsibility of the Executive Board, which proceeds by using delegations of authorities, the performance monitoring of securities the work of the various committees in place across the corporate investments, market performance indicators, the analysis of organisation. A review of the risks incurred by Eurazeo is presented changes in cash, the drawing up of cash forecasts and the sending to members of the Audit Committee twice a year. of alerts and recommendations to the Treasury Committee. Early detection and appropriate management of identifiable Internal control procedures relating to the preparation and risks are essential for the success of the Group’s business. Risk treatment of financial and accounting information (see 2D) management covers all risk categories (strategic, operational, financial and regulatory) whether or not they can be quantified. The Control activities specific to the activities of Group entities major risks faced by Eurazeo are treated according to management Control activities have been developed in the Group entities procedures that are adjusted based on the risk level . and implemented by their managers. They are adapted to the specific characteristics of businesses and the business model Risk of capital loss of each company. These relate to revenue capture as well as the management of the quality of services, management of a The main risk to which the Company is exposed to is the one business-oriented IT system and the monitoring of investments resulting from investing its own funds in equity or near equity, i.e. and expenses. the risk that it may invest in companies that are not as profitable as expected by investors. The management policy for this risk is an e. Monitoring of the system integral part of Eurazeo’s investment strategy. The policy lays down some general principles, such as the diversification of investments, The internal control system is monitored to ensure that it is relevant the control position of the entity, the geographical proximity to the and adapted to the Company’s objectives. Monitoring covers management team of entities and the limitation of the amount of permanent activities and non-continuous tasks. each investment to 15% of the Company’s NAV. This policy also The various people involved in internal control all contribute at their includes the carrying out of complete due diligences to obtain level to permanent monitoring. They use the analysis of the main reasonable assurance as to the reliability of the target company’s incidents observed to define corrective actions. The follow-up of the business plan, in order to minimize the volatility of expected future implementation of corrective actions are included on the agenda cash flows. of meetings of the Management Committee and the Executive Finally, the operational monitoring of entities and the implementation Committee. This constant management of the system is also based of value-creation adapted to each investment are levers used by on the consideration of observations and recommendations made Eurazeo to enhance the value of its investments. The follow-up by the Statutory Auditors. of the enhancement of the value of investments is systematically Eurazeo’s internal audit function is in charge of the periodic included on the agenda of Executive Board meetings. monitoring of the system . This is done through its annual audit plan and specific assignments carried out at the Executive Board’s Market risks request. The results of the work done by the internal audit section Eurazeo’s investment financing activities and short-term investment are discussed with the employees concerned before being activities expose the Group to market risks, such as equity, foreign presented to the Eurazeo Management Committee and the Audit exchange and interest rates risks. Committee. Stock market risks Eurazeo contributes to the monitoring of the internal control systems Eurazeo owns listed investments (including Eurazeo treasury of its affiliates through its representation on their Audit Committees. shares), and is therefore exposed to the risk of stock market This monitoring may be completed by the work of the internal fluctuations. To manage its positions, it sometimes uses derivative audit function when there is one, as is the case in large groups like instruments. For securities available-for-sale, the use of derivative Europcar and Elis. instruments may be part of a disposal strategy. I Europcar Currency risk An Internal Audit team operates throughout the Group according The Group is exposed to exchange rate risk due to the activities to an annual plan of about 20 assignments on average. It covers of its operational subsidiaries outside the Euro zone. The main both operational and financial areas. It also project-manage s measures used in managing this risk consist in taking out loans in the group internal control self assessment initiated in 2008. local currency, in particular to protect the Group against fluctuations I Elis in euro / pound sterling (Europcar) and euro / Norwegian kroner (APCOA) parities. A n internal audit team is in place to verify that the procedures that the Group has defined are being enforced in its operational centers. Their work is structured around an annual audit plan that enables to cover all centers over an average period of four years. The Statutory Auditors use a work program comprising over 400 control points that cover the key processes.

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Interest rate risks Financial Officers of subsidiaries are responsible for preparing Eurazeo faces interest-rate risk because of the debt inherent to the company financial statements of subsidiaries and financial the investment business and the development of operational statements restated for consolidation purposes. These financial entities. The Group has a policy of managing its interest rate risk statements are controlled by their Company Officers. by combining fixed rates and floating rate loans. With this policy, it The Executive Board closes Eurazeo’s company and consolidated gives priority to the coverage of future cash flow risk. financial statements (half-year and annual). Accordingly, it makes sure that the processes for preparing accounting and financial Liquidity risk information produce reliable information and give, in a timely manner, Eurazeo must have enough financial resources at all times, not a fair view of the Company’s income and financial position. It obtains only to finance its daily business but also to keep up its investment and reviews all the information that it deems useful, for example, capacity. The management of liquidity risk is based on the information on closing options, critical accounting positions and absence of structural debt and the maintenance of significant cash judgments, changes in accounting method, results of the audits by reserves, as well as the strict monitoring of the financing terms of Statutory Auditors or explanations about the profit or loss declared equity interests. For example, as part of a prospective analysis and the presentation of the balance sheet, the financial position and of compliance with banking covenants related to the financing of the notes to the financial statement. investments, Eurazeo has conducted out simulations based on Members of the Audit Committee examine the annual and half- “crash cases” over three years. yearly financial statements, and monitor the process for preparing accounting and financial information. Their conclusions are based Risk of asset valuation mainly on information produced by the Chief Financial Officer The valuation of unlisted private equity investments is considerably and his team, exchanges with the team during Audit Committee influenced by conditions of stock markets and the private equity meetings (held at least once every quarter) and the observations of transaction market. In times of economic slowdown, the drop in the Internal Audit function . The Chairman of the Audit Committee valuations, in particular, that of listed comparables is likely to have reports on the Committee's work to the Supervisory Board. an adverse effect on the value of portfolio assets. Eurazeo uses a multicriteria methodology to monitor the valuation of its portfolio. b. Processes related to preparing and treating accounting and financial information for the Counterparty risk consolidated financial statements The management of the counterparty risk incurred with the Organization of the process investment of Eurazeo’s liquidities is based on a policy defined by the The process for preparing and treating the consolidated financials Treasury Committee, which sets the limit of the investment horizon, statements is organized and co-ordinated by the person in charge of the counterparty selection criteria, in particular the minimum rating consolidation, who draws up the accounts, notes and consolidated level (rating agencies) and the investment diversification approach. cash flow statements under the supervision of the Accounting and Investment decisions are made by the Treasury Committee upon Tax Director. This process is under the responsibility of the Chief proposals by the Director of the Treasury Department. Financial Officer.

Lastly, a certain number of risks that can be insured are covered by With respect to the collection and treatment of data, the consolidated insurance policies contracted with leading insurance companies. financial statements are produced using a consolidation software These policies include professional liability and third party liability application that can be accessed by the various Group users who insurance for Company Officers. log on to a secure Internet portal. This tool is updated to follow the computer developments imposed by IFRS requirements and Further information regarding risk is presented in section 4 “Risk by the specific characteristics of the Group’s various operational management” of the Executive Board’s report. and financial activities. It therefore has a single chart of accounts that is adapted to all fully consolidated entiti es. The integration D. INTERNAL CONTROL OF ACCOUNTING of restated data into the application is organized in the form of a AND FINANCIAL INFORMATION reporting package. a. Overview of organization and management An external service provider, who specializes in technical issues of accounting and financial information related to IFRS and the consolidation tool, is called in to help the consolidation officer, in particular for preparing the closing of Pursuant to regulation No. 1606/2002 of July 19, 2002, the financial accounts. statements of the Eurazeo Group have been prepared in accordance with IAS/IFRS standards since January 1, 2005 as adopted in the Detailed consolidation instructions are an essential contribution to European Union at the end of 2008 fiscal year. the preparation of the consolidated financial statements within the given deadlines. They are written by the Consolidation Officer at As a parent company, Eurazeo SA defines and oversee the each half-year and annual closing and are intended for the Financial preparation of the accounting and financial information published. Divisions of the various consolidated operational sub-groups. These The process, which is under the responsibility of the Chief Financial instructions, which are sent several weeks before the end of the Officer, is organized by the Accounting and Tax Division, which fiscal year , are intended to inform the various recipients of the tasks has an employee specifically in charge of consolidation. The Chief

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expected of them in their capacity as contributors of consolidated Instructions: a conceptual and practical reference framework information. They cover the following themes: The instructions are a reference framework for financial teams, I the schedule of submission of the various statements to be especially in recently consolidated companies. This framework prepared (that make up the consolidation report); also formally identifies high-risk areas that require special vigilance and provides practical answers to technical difficulties through I the generic procedures to be carried out to produce the various illustrations. statements; Control of the quality of the consolidation reports of entities I the specific procedures to be carried out for high-risk areas with a potentially material impact on the consolidated information: When the annual and half-yearly financial statements are prepared, critical accounting estimates and judgments, hedge accounting, each subsidiary’s consolidation report is reviewed by the person in taxes, financial instruments, etc.; charge of consolidation, who ascertains, inter alia, that the Group’s accounting principles and methods have been duly and uniformly I the level of granularity of the qualitative information required to applied. In addition, the software is configured to automate a certain explain the financial statements; number of consistency checks on the data from the reporting I applicable accounting principles and methods, in particular packages. new features that require special attention and vigilance. Review of consolidation entries centralized in a specific ledger In addition to the instructions and in view of the closing of accounts, All restatements and adjustment entries are examined both by the the Eurazeo Financial Division organized and run a one-day seminar person in charge of consolidation and the service provider assisting (the “CFO Day”) for executives of the various Financial Divisions of for the consolidation process. Manual restatements are rationalized the Group’s consolidated entities. This event served as a forum and explained. to drive home the critical points of instructions, acquire a better understanding of the new IFRS standards, debrief the last year-end A set of key reconciliation checks closing, and draw any conclusions in terms of corrective actions. The process for preparing consolidated accounting data is based An Audit Committee was created around Eurazeo’s Chief Financial on a certain number of fundamental reconciliation checks: Officer, members of the investment team and other Directors in I reconciliation of the company financial statements of subsidiaries each of the entities in which Eurazeo has exclusive control. The Tax with financial statements restated for consolidation; and Accounting Director , the Consolidation Officer and the Internal Audit Manager are also invited to attend meetings of these Audit I reconciliation of the management data of entities with financial Committees (which take place at least twice a year) to give them a statements restated for consolidation; detailed view of the issues discussed. I rationalization of changes derived from the cash flow statement; The essential points for controlling the process can be summed up as follows: I rationalization of changes in the net consolidated position. Anticipation of the constraints Impairment tests are made within a specific framework related to the time- bound closing of accounts The assumptions used and the results obtained during impairment The schedule for closing the accounts and the related instructions tests made by consolidated entities must be validated successively are drawn up early enough to enable the financial teams to by members of the investment team (in charge of monitoring get organized and to anticipate closing constraints. If Eurazeo the entity) and the Consolidation Officer and then presented identifies a risk of possible problems for a company it takes the to the Executive Board before using them to justify the value measures necessary to help the company to meet the established of corresponding assets in the restated financial statements. timetable. Furthermore, the calculation of the discount rate applied to the tests The schedule dates also take into account the audit periods of the is reviewed by independent Statutory Auditors, who are different Statutory Auditors to ensure that the reporting packages submitted from the Statutory Auditors. by subsidiaries have been integrated into the consolidation software. c. Procedure applicable to the preparation of company financial statements Documentation and update of the consolidation scope General principles used in preparing company financial Before the balance-sheet date, consolidated sub-groups must send statements a documented analysis of their scope to the Consolidation Officer, Overall consistency for the process is maintained Group-wide who centralizes the information and reconciles it to the data of the through compliance with certain general principles such as: software for managing entities that are monitored by the Eurazeo legal department. I the segregation of incompatible duties : the system is organized in such a way that the tasks and functions that fall under the Company’s commitment authority (usually, signing authorizations and payment authorities) are separated from bookkeeping activities. For example, in Eurazeo’s accounts department, duties relating to Accounts Payable and those relating to Investment/Cash Accounting are assigned to separate employees;

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I control of approval levels: the names of the persons authorized Procedure concerning the inventory and monitoring to commit the Company and the various levels of approval of off-balance-sheet commitments required according to the type of commitment (validation Eurazeo contracts are reviewed by the legal department, which of expenses and payment authority) are defined and made records the corresponding commitments. On the basis of the available to the persons in charge of bookkeeping so as to data gathered in this way, the legal department works with the ensure the transactions have been properly approved; accounts department to conduct a cross-referenced analysis of I the exhaustive capture of transactions by the accounts the data they hold in order to produce a joint list of off-balance- departments; sheet commitments.

I the review of assets at regular intervals (fixed assets, stocks, Independent reviews within the accounts department receivables, cash and cash equivalents); The accounts entries recorded by employees of the accounts I compliance with applicable accounting principles and the department are reviewed by the Chief Accountant. The Tax and selected accounting methods. Accounting Director reviews the accounting treatment of complex transactions and year-end closing activities carried out by the Chief The main measures in place to ensure the quality Accountant. of the company financial statements of Eurazeo and its Holding companies d. Financial disclosure Cash and investment activities transactions All financial communication is prepared by the Investor Relations Whether upstream or downstream of economic events, the department, using as guidelines the general principles and best complete and adequate accounting capture of investment and practices set out in the “Financial Communication Framework cash transactions is based on the interaction between three and Practices” written by the Observatoire de la Communication complementary functions: the legal department, the Treasury Financière under the aegis of the AMF . department and the accounts department. The complete recording The Executive Board defines the financial communication strategy. of transactions relies on the reconciliation between transactions All press releases are first validated by the members of the Executive identified by the accounting department, elements of information Board. Press releases concerning announcements of interim collected by the legal department and the cash flows recognized by and annual results are submitted in addition to the Supervisory the Treasury department. The accounting treatment chosen by the Board for approval. The Supervisory Board can also be consulted Chief Accountant is reviewed by the Tax and Accounting Director. in an advisory capacity on certain ad hoc subjects before being Entities are evaluated in line with impairment tests conducted during released. the preparation of the consolidated financial statements. Before the announcement of half-year, annual and quarterly results, Cash Eurazeo observes a quiet period of two weeks during which the Company refrains from contact with analysts and investors. The items comprising the Group’s cash are monitored in a dedicated software application. There is an interface between this application and the accounting software. The accounts departments carries E. ACTION PLAN AND OUTLOOK FOR 2009 out a manual check of the reconciliation of the interfaced data. As specified above, this report on fiscal 2008 used the market Provisional accounting data Reference Framework published by the AMF and its Application Guide. In 2009, under Eurazeo’s internal audit plan, a review of the The accounting data from the forecasted cash flow statement and internal control system relating to the production of accounting and the forecasted income statement are reconciled with the cash flow financial information will be conducted. It is to be based on the AMF forecasts made by the head of the Treasury department and with Framework Application Guide. the budget analysis data relating to operating costs. At the same time, the update of the Eurazeo procedural guide, which began in 2008, will be continued in 2009 to reflect the changes to the organization and in its practices.

Lastly, efforts will continue with a view to improve the risk management methodology, in particular, through the increased formalization of the prioritization and treatment of major risks.

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STATUTORY AUDITORS' REPORT, PREPARED IN ACCORDANCE WITH ARTICLE L. 225- 235 OF THE FRENCH C OMMERCIAL C ODE , ON THE REPORT PREPARED BY THE CHAIRMAN OF THE S UPERVISORY B OARD OF EURAZEO

This is a free translation into English of a report issued in the French language and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France.

To the shareholders,

In our capacity as Statutory Auditor s of Eurazeo and in accordance with Article L. 225-235 of the French Commercial Code , we hereby report on the report prepared by the Chairman of your company in accordance with Article L. 225-68 of the French Commercial Code for the year ended December 31, 2008.

It is the Chairman 's responsibility to prepare and submit for the Supervisory Board 's approval a report on internal control and risk management procedures implemented by the company and to provide the other information required by Article L. 225-68 of the French Commercial Code relating to matters such as corporate governance.

Our role is to:

I report on the information contained in the Chairman's report in respect of the internal control procedures relating to the preparation and processing of the accounting and financial information,

I confirm that the report also includes the other information required by Article L. 225-68 of the French Commercial Code . It should be noted that our role is not to verify the fairness of this other information.

We conducted our work in accordance with the professional standards applicable in France.

INFORMATION ON INTERNAL CONTROL PROCEDURES RELATING TO THE PREPARATION AND PROCESSING OF ACCOUNTING AND FINANCIAL INFORMATION The professional standards require that we perform the necessary procedures to assess the fairness of the information provided in the Chairman's report in respect of the internal control procedures relating to the preparation and processing of the accounting and financial information. These procedures consist mainly in:

I obtaining an understanding of the internal control procedures relating to the preparation and processing of the accounting and financial information on which the information presented in the Chairman 's report is based and of the existing documentation;

I obtaining an understanding of the work involved in the preparation of this information and of the existing documentation;

I determining if any material weaknesses in the internal control procedures relating to the preparation and processing of the accounting and financial information that we would have noted in the course of our work are properly disclosed in the Chairman's report.

On the basis of our work, we have nothing to report on the information in respect of the company's internal control procedures relating to the preparation and processing of the accounting and financial information contained in the report prepared by the Chairman of the Supervisory Board in accordance with Article L. 225-68 of the French C ommercial Code .

OTHER INFORMATION We confirm that the report prepared by the Chairman of the Supervisory Board also contains the other information required by Article L. 225- 68 of the French C ommercial Code .

Neuilly-sur-Seine and Paris-La Défense, April 20, 2009

The Statutory Auditors PricewaterhouseCoopers Audit ERNST & YOUNG Audit (French original signed by:) (French original signed by:)

Gérard Hautefeuille Jean Bouquot Patrick Gounelle

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7.6 AGENDA AND RESOLUTIONS OF THE SHAREHOLDERS’ MEETING

Presentation of resolutions submitted to the Shareholders’ Meeting of May 29, 2009

The resolutions submitted for your approval include resolutions that there are differences in the dates from which the shares earn are to be voted by the Ordinary Meeting and others to be voted by dividends. The offering price of equities securities conferring the Extraordinary Meeting. rights to shares of the Company would be such that the immediate proceeds by the Company and, if applicable, any For the ordinary resolutions, we are proposing that the shareholders future proceeds likely to be received by it for each share approve, after reviewing the Executive Board’s report, the issued as a result of the issue of those other securities, would Supervisory Board’s observations and the general report of the be no less than the foregoing offering price; Statutory Auditors on the Company and consolidated financial statements, the Company and consolidated financial statements, - authorizing the Executive Board to increase the share capital , for the year ended December 31, 2008, and approve the following: by issuing shares or securities conferring immediate or future payment of a dividend of €1.20 per share, payable in Company's rights to Company shares, without pre-emptive rights and shares, the Statutory Auditors’ report on regulated agreements; by public offering, or as consideration for shares tendered the agreements set out in Articles L. 225-86 and L. 225-90-1 of to the Company in connection with a public offer with an the French Commercial Code (any post employment benefits), exchange component (11 th Resolution). the special report of the Statutory Auditors on these agreements The maximum nominal amount of shares issued either relating to Mr. Luis Marini-Portugal, following his appointment to directly or upon the exercise of rights attached to debt the Executive Board, and authorise a buy back program by the securities is €100 million. Company on its own shares (1 st to 7th Resolutions). The maximum amount of issues of debt securities is €1 billion. Extraordinary resolutions are also submitted in which you will be asked to: Consideration received or to be received in the future by the Company for each share issued or to be issued under I renew the authorizations granted to the Executive Board to this authority would be no less than the weighted average reduce share capital by canceling shares purchased under of the opening price over the three trading days immediately share buyback programs, in one or more transactions, for up to preceding the setting of the issue price, less the discount 10% of share capital per 24-month period ( 8th Resolution); permitted under applicable laws and regulations. The average I renew the authorizations granted to the Executive Board to price may, if necessary, be adjusted if there are differences in increase share capital by: the dates from which the shares earn dividends. The offering price of securities conferring rights to shares of the Company - authorizing the Executive Board to increase share capital would be such that the immediate proceeds by the Company by capitalization of reserves, profits or issue, mergers and, if applicable, any future proceeds likely to be received or contribution premiums , for up to €1.3 billion euros. by it for each share issued as a result of the issue of those This authority would, in particular, enable the Executive other securities, would be no less than the foregoing offering Board, to distribute any bonus shares to shareholders price. (This provision is not applicable in the event of a public (9 th Resolution), offer with exchange component.) - authorizing the Executive Board to increase the share capital The last two authorities would give the Executive Board a degree by issuing shares or other securities with pre-emptive rights, of latitude if there is a need or an opportunity for immediate or conferring to the shareholders immediate or future rights to deferred equity issues (in the form of any securities permitted by Company's shares (10 th Resolution). law, including stocks, bonds or hybrid securities such as convertible The maximum nominal value of shares issued either directly bonds, bonds with warrants, etc.), without having to convene a or upon the exercise of rights attached to debt securities is s hareholders’ meeting. increased to €150 million. The maximum amount of issues of debt securities is When the Shareholders’ Meeting delegates its authority for an €1 billion. increase in the Company’s share capital, this authority cancels all previous authorities with the same purpose. Consideration received or to be received in the future by the Company for each share issued under this delegation I authorize the Executive Board for the first time to use the of authority would be no less than eighty percent (80%) possibility offered by Order No. 2009-80 of January 22, of the average of the opening price of existing shares on 2009, which became effective on April 1, 2009, on public the Euronext Paris market over the three trading days issues and relating to various financial provisions (the “Order”) immediately preceding the date on which the offering price (12 th Resolution). is set. The average price may, if necessary, be adjusted if

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The Order, which falls within the scope of a legislative movement I renew the following authorities, first granted to the Executive primarily aimed at making the Paris stock market more attractive, Board in 2005: has resulted in a number of reforms intended to facilitate the - in the event of shares or other securities issued conferring financing of companies on the markets. To do this, the Order has rights to capital, without pre-emptive rights, the Executive resulted in the following: Board would be authorized to set the amount of share capital - replacement of the French concept of public issue with the issues, provided that they do not exceed 10% of the share European one of public offering of financial instruments, capital (13 th Resolution), on one hand, and the admission to trading on a regulated - the Executive Board will be able to issue securities in market on the other hand, consideration for contributions in kind to the Company - possibility given to issuers to carry out a share capital (15 th Resolution); increase without pre-emptive rights by private placement I to set the overall limit of share capital increases by virtue of the for qualified investors or a restricted circle of investors, for delegations granted to the Executive Board ( 16th Resolution); up to 20% of share capital per year. The purpose of this measure is to facilitate the use of this funding method for I renew the authority granted to the Executive Board to companies, because it is faster and simpler than a capital increase the share capital by issuing of shares reserved for increase by public offering. The provisions of the O rder have employees who are members of a company savings plan in been included in French codes, including the Monetary and accordance with Article L. 225-129 and Article L. 225-138-1 Financial Code, in particular, Articles L. 441-1 and L. 411-2. of the French Commercial Code as well as Articles L. 3332- 18 et seq. of the French Labor Code for a nominal maximum Your Executive Board wishes to be given the means that will enable value of €2.25 million. The Executive Board will set the offering it to rapidly and flexibly, by private placement if necessary, assemble price of shares issued under this authority in accordance the financial resources needed to develop your Company. with the provisions of section L. 3332-19 of the French Labor I authorize the Executive Board for the first time to increase Code. By law, the company must submit this authority to the the number of shares, securities or other instruments to be Shareholders’ Meeting for approval (17 th Resolution); issued in the event of a share capital increase of the Company I renew the authority granted to the Executive Board to issue with or without pre-emptive rights, within the deadlines and bonus share warrants for distribution to the Company’s up to the limits defined by applicable regulations on the day shareholders in the event of a tender offer for the Company’s of issue (today, this deadline is set at thirty days after the shares (18 th Resolution); end of the subscription and up to a limit of 15% of the initial issue) and at the same price as the price of the initial issue I renew the authority granted to the Executive Board to carry out (14 th Resolution); bonus shares issues to employees and officers of the Company or its affiliates (19 th Resolution).

Agenda

RESOLUTIONS BEFORE THE ORDINARY Auditor s’ special report, relating to Luis Marini-Portugal following SHAREHOLDERS’ MEETING his appointment as member of the Executive Board, 1. Executive Board’s report, Supervisory Board’s observations 7. Authorization of a plan by the Company to buy back its own and Statutory Auditors’ reports; approval of the company financial shares. statements for the year ended December 31, 2008, 2. Appropriation of the year’s income and dividend distribution, RESOLUTIONS BEFORE THE EXTRAORDINARY 3. Option to pay dividends in shares, SHAREHOLDERS’ MEETING 8. Authorization to the Executive Board to reduce capital by 4. Executive Board’s report, Supervisory Board’s observations and canceling shares repurchased under the buyback programs, Statutory Auditors’ reports; approval of the consolidated financial statements for the year ended December 31, 2008, 9. Delegation of authority to the Executive Board to increase share capital by capitalizing reserves, earnings or share, merger or 5. Statutory Auditors’ special report on agreements governed by contribution premiums, Article L. 225-86 of the French Commercial Code and approval of said agreements, 10. Delegation of authority to the Executive Board to issue shares and/or other securities conferring immediate or future rights to 6. Approval of the agreements referred to in Articles L. 225-86 and shares, with pre-emptive rights by shareholders, L. 225-90-1 of the French Commercial Code and the Statutory

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11. Delegation of authority to the Executive Board to issue shares 15. Delegation of authority to issue shares and/or other securities and/or other securities conferring immediate or future rights to conferring immediate or future rights to shares as consideration for shares, without pre-emptive rights by shareholders and public offer capital contributions in kind to the Company, in the framework of a public offer with an exchange component, 16. Ceilings on the amount of shares and securities issued under 12. Delegation of authority to issue shares and/or other securities the 10th through the 15th Resolution, conferring immediate or future rights to shares, without pre-emptive 17. Delegation of authority to the Executive Board to increase share rights under an offer mentioned in Article L. 411-2 of the French capital by issuing shares and/or securities conferring immediate or Monetary and Financial Code, future rights reserved to members of a company savings plan (Plan 13. Authority to the Executive Board, to set the price of shares d'Epargne d'Entreprise), or other securities conferring immediate or future rights to shares 18. Authorization to the Executive Board to issue bonus share issued without pre-emptive rights , representing up to 10% of share warrants for distribution to the Company’s shareholders in the event capital, of a tender offer for the Company’s shares, 14. Increase in the number of shares and/or securities in case of a 19. Authority to the Executive Board to carry out bonus shares capital increase with or without pre-emptive rights, issues to employees and officers of the Company or its affiliates,

20. Powers for carrying out the formalities.

Draft resolutions

RESOLUTIONS BEFORE THE ORDINARY and the Statutory Auditors’ General report, resolves to appropriate SHAREHOLDERS’ MEETING earnings in the following manner: Net income for the year €478,291,340.03 1st Resolution: Executive Board’s report, Supervisory Board’s observations and Statutory Auditor s’ reports; Plus retained earnings €135,451,351.01 approval of the company financial statements for the year Total €613,742,691.04 ended December 31, 2008. To the legal reserve €8,200.00 The Shareholders' Meeting, subject to the quorum and majority rules To payment of a dividend of €1.20 per share €66,355,530.00 applicable to Ordinary Shareholders’ Meetings, having reviewed To the General Reserve €400,000,000.00 the Executive Board report, the Supervisory Board’s observations and Statutory Auditors’ reports as well as the company financial To Retained Earnings €147,378,961.04 statements for the year ended December 31, 2008, approves the Total €613,742,691.04 company financial statements as it has been presented to them, as well as the transactions reflected therein and summarized in Should the Company hold any of its own shares on the payment these reports. date, dividends payable on said shares will be added automatically to retained earnings. 2nd Resolution: Appropriation of the year’s income and This dividend distribution will be fully eligible for the 40% abatement dividend distribution. as provided for by section 158.3 2 of the French General Tax Code The Shareholders' Meeting, subject to the quorum and voting rules for qualifying shareholders. applicable to Ordinary Shareholders’ Meetings, having reviewed the The dividend to be distributed will be detached from the share on Executive Board’s reports, the Supervisory Board’s observations June 4, 2009 and will be payable as from June 29, 2009.

In accordance with Article 243 bis of the French General Tax Code, the Shareholders hereby note that the dividend per share for the previous three fiscal years were as follows:

(In euros) Year ended 12/31/2005(2) Year ended 12/31/2006 Year ended 12/31/2007 Dividend 1.0 1.10 1.20 Abatement provided for by Article 158.3.2° Distribution eligible in full Distribution eligible in full Distribution eligible in full of the General Tax Code(1) for a 40% abatement for a 40% abatement for a 40% abatement Overall revenue 1.0 1.10 1.20 (1) As permitted under applicable law. (2) Plus a special distribution of reserves of €6 per share.

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3rd Resolution: Option to pay dividends in shares. 6th Resolution: Approval of the agreements referred to in Articles L. 225-86 and L. 225-90-1 of the French Commercial The Shareholders’ Meeting, subject to the quorum and majority Code and the Statutory Auditors’ special report, relating to rules applicable to Ordinary Shareholders' Meetings, resolves, in Luis Marini-Portugal following his appointment as member accordance with Article 24 of the Bylaws and the provisions of of the Executive Board. Articles L. 232-18 to L. 232-20 of the French Commercial Code, to grant all shareholders the possibility to opt for a payment of all The Shareholders' Meeting, subject to the quorum and voting dividends in cash or in shares, this option to be made for the totality rules applicable to Ordinary Shareholders’ Meetings, notes that, in of the divided to which they are entitled. accordance with applicable legal and regulatory provisions, they have been given a special report on the agreements referred to in This option should be exercised through the financial intermediates Articles L. 225-86 and L. 225-90-1 of the French Commercial Code, authorized to pay the dividend between June 4, 2009 and June 17, and entered into with Luis Marini-Portugal. 2009 inclusive. Dividends will be paid in cash only for all options not exercised on this date. They approve these agreements and the report concerning them in accordance with Articles L. 225-86 and L. 225-90-1 of the French The issue price of the new shares that will be issued as payment of Commercial Code. dividends will be equal to 100% of the average of the prices quoted for the twenty trading sessions preceding the day of the decision to 7th Resolution: Authorization of a plan by the Company to pay out dividends, less the net amount of the dividend. The issue buy back its own shares. price will be rounded up to the nearest euro. The Shareholders' Meeting, subject to the quorum and voting rules Shares issued in payment of dividends will be entitled to dividends applicable to Ordinary Shareholders’ Meetings, having reviewed as at January 1, 2009. the Executive Board’s report and pursuant to Article L. 225-209 of the French Commercial Code, Book II, Title IV of the AMF General If the amount of dividends for which the option is exercised does not Regulations and European Commission Regulation 2273/2003 of correspond to a whole number of shares on the day that the option December 22, 2003, is exercised, the number of shares given to the shareholder will be rounded down to the nearest whole number and the shareholder I terminates, with immediate effect, the unused portion of the will be given the balance in cash. authorization to purchase shares of the Company given to the Executive Board by the 20th Resolution of the Ordinary and The Shareholders' Meeting grants all powers to the Executive Extraordinary Shareholders’ Meeting of May 14, 2008; Board to implement this decision, carry out all operations related to or resulting from the exercise of the option, record the capital I authorizes the Executive Board to carry out transactions increase and accordingly amend Article 6 of the Bylaws relating on Company shares up to an amount representing 10% of to share capital. share capital on the date of such purchases, as calculated in accordance with applicable laws and regulations, provided, 4th Resolution: Executive Board’s report, Supervisory Board’s however, that the total number of the Company’s own shares observations and Statutory Auditor s’ reports; approval of held by it following such purchases shall not exceed 10% of the consolidated financial statements for the year ended share capital. December 31, 2008. The maximum price per share for which shares may be The Shareholders' Meeting, subject to the quorum and majority rules purchased shall be €100. Purchases shall accordingly not exceed applicable to Ordinary Shareholders’ Meetings, having reviewed the €552,962,700. It is specified, however, that in the event of changes Executive Board report, the Supervisory Board’s observations and in share capital resulting, in particular, from the capitalization of Statutory Auditors’ reports as well as the consolidated financial reserves, distributions of bonus shares, stock splits or reverse statements for the year ended December 31, 2008, approves the splits, the above price shall be revised accordingly. consolidated financial statements as presented to them, as well as the transactions reflected therein and summarized in these Shares may be bought, sold or transferred by any means, in one reports. or more transactions, including over the counter, through block trades, tender offers, the use of derivatives or of warrants or other 5th Resolution: Statutory Auditor s’ special report on securities giving rights to equity, or by creating option mechanisms, agreements governed by Article L. 225-86 of the French as permitted by the financial markets authorities and in accordance Commercial Code and approval of said agreements. with regulations.

The Shareholders' Meeting, subject to the quorum and voting rules The Company shall be entitled to make use of this authorization for applicable to Ordinary Shareholders’ Meetings, having reviewed the following purposes, in compliance with the above-mentioned the Statutory Auditor s’ Special Report on agreements governed by statutes and financial market practices authorized by the French Article L. 225-86 of the French Commercial Code, approves said Financial Markets Authority (AMF): report and the agreements cited therein; they further note that the I cancellation of shares under an authorization to do so granted other regulated agreements entered into or performed concern to the Executive Board by the Extraordinary Shareholders’ transactions that occurred in the normal course of business and Meeting; were entered into on arm’s-length terms. I increase in share liquidity pursuant to a market-making agreement signed with an independent investment service provider subject to a code of conduct approved by the French Financial Markets Authority (AMF);

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I allotment of shares to Eurazeo’s employees and officers and to take into account transactions with an impact on share capital employees or officers of companies that are related to Eurazeo, subsequent to this Shareholders’ Meeting; as allowed by law, in particular, to enable the exercise of stock 2. resolves that any excess of the purchase price of the shares over options, the granting of bonus shares or profit-sharing; their par value shall be charged to share, merger, or contribution I remitting of shares in consideration for the exercise of rights premium or to other available reserve accounts, including the attached to debt instruments with rights of any kind to shares legal reserve for up to 10% of the reduction in share capital; of the Company; 3. resolves that this authority shall be for a period of 24 months I custody or subsequent use of shares as a means of exchange from the date of this Shareholders’ Meeting; or payment in connection with future acquisitions; 4. grants full authority to the Executive Board, which may further I any other practice that may be approved or recognized by the delegate such authority to its Chairman, for the purpose of this law or the Financial Markets Authority or any other purpose reduction in share capital to amend the Article s of incorporation consistent with applicable regulations. and Bylaw s accordingly if this authorization is used, and make all related announcements and complete all registrations and In accordance with Article L. 225-209 of the French Commercial formalities; Code, the number of shares purchased by the Company with a view to using treasury shares in the future as payment or consideration 5. resolves that this authorization shall replace and supersede the in connection with an acquisition shall not exceed 5% of the unused portion of any previous authorization with the same Company’s share capital. purpose.

This authorization is for a period of 18 months as from the date of 9th Resolution: Delegation of authority to the Executive this Shareholders’ Meeting. Board to increase share capital by capitalizing reserves, The Executive Board shall be authorized to buy, sell and transfer earnings or share, merger or contribution premiums. shares of the Company at any time, subject to applicable laws The Shareholders' Meeting, having reviewed the report of the and regulations, including during periods of tender offers and Executive Board, and ruling according to the quorum and majority simplified exchange offers by the Company or for the shares of voting rules applicable to Ordinary Shareholders’ Meetings, the Company. pursuant to Articles L. 225-129, L. 225-129-2 and L. 225-130 of As required by applicable regulations, the Company shall report the French Commercial Code: purchases, disposals and transfers to the Financial Markets 1. delegates authority to the Executive Board to decide on a Authority and, in general, complete all required formalities and capital increase, on one or more occasions, in the proportions registrations. and at the times that it will deem necessary, by capitalizing all The Shareholders grant full authority to the Executive Board, or part of earnings, reserves or share, merger or contribution which may delegate such authority as provided by Article L. 225- premium, as permitted by the law and Bylaws, by distributing 209 paragraph 3 of the French Commercial Code, to implement bonus shares or by increasing the par value of existing shares, this authorization and to set the terms and conditions thereof, or by a combination thereof; including to set the above purchase price in the event of 2. resolves that the nominal amount of equity issued by the changes in shareholders’ equity, share capital or the par value Executive Board under the authority hereby delegated shall not of shares, and to place orders on the stock exchange, enter into exceed €1.3 billion, plus the nominal amount of common shares agreements, complete all registration and formalities and do all of the Company that may be issued to make adjustments to that is necessary. preserve the rights of holders of securities conferring a right to equity;

RESOLUTIONS BEFORE THE EXTRAORDINARY 3. resolves that this delegation of authority, which cancels, with SHAREHOLDERS’ MEETING effect from this day, the unused portion of the authorization granted by the 8th Resolution of the Ordinary and Extraordinary th 8 Resolution: Authorization to the Executive Board to Shareholders’ Meeting of May 3, 2007, shall be for a period of reduce capital by canceling shares repurchased under the 26 months from the date of this Shareholders’ Meeting; buyback programs. 4. resolves that the Executive Board shall have full authority, which The Shareholders' Meeting, subject to the quorum and majority it may further delegate to its Chairman or one of its members as voting rules applicable to Extraordinary Shareholders’ Meetings, permitted by law or by the Bylaws, to use the authority hereby having reviewed the Executive Board’s report and the Statutory delegated and, in particular: Auditors’ special report, pursuant to Article L. 225-209 of the French Commercial Code: I decide the amount and nature of the sums to be capitalized,

1. authorizes the Executive Board to reduce on one or more I decide the number of shares to be issued or the amount occasions, the Company’s share capital by up to 10% of by which the nominal value of outstanding shares will be share capital per 24-month periods, by canceling shares increased, bought by virtue of the 7th Resolution of this Meeting and/or the I determine the date, even retroactive, as from which the new 20th Resolution of the Ordinary and Extraordinary Meetings of shares will be entitled to dividend or the date on which the May 14, 2008, with the understanding that this cap applies to increase in the nominal value will become effective, an amount of share capital that may be adjusted if necessary to

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I decide, pursuant to the provisions of Article L. 225-130 of 5. in the event that the Executive Board makes use of the authority French Commercial Code, that fractional shares will be neither hereby delegated to it: negotiable nor transferable, and that the corresponding equity I resolves that the share(s) issued shall be reserved by preference securities will be sold. The sums from the sale will be allocated to shareholders exercising their pre-emptive rights to subscribe to rights holders no later than thirty days after the date on for the shares to which they are entitled, as provided for by which the whole number of granted shares is registered on law, their account, I grants the Executive Board the possibility to grant shareholders I withdraw from one or more available reserve accounts the sums the right to purchase shares not subscribed for by other required to bring the legal reserve to one-tenth of share capital shareholders, on a pro-rata basis and up to the number applied after each capital increase, for, I take all steps to ensure the completion of the capital I resolves that should the rights issue not be fully subscribed, the increase, Executive Board may, at its discretion and in accordance with I record the capital increase, amend the Bylaw s accordingly and the law, make use of the options provided by Article L. 225-134 complete all related registrations and formalities and, in general, of the French Commercial Code and: do all that is necessary. - to restrict the equity issue to the amount of subscriptions, 10th Resolution: Delegation of authority to the Executive on condition that they reach, at least, three-quarters of the Board to issue shares and/or other securities conferring issue initially decided, immediate or future rights to shares, with pre-emptive rights - freely distribute all or part of the unsubscribed securities by shareholders. among persons that it may choose,

The Shareholders' Meeting, subject to the quorum and majority - publicly trade all or part of the remaining shares, in France voting rules applicable to Extraordinary Shareholders’ Meetings, or elsewhere, having reviewed the Executive Board’s report and the Statutory Auditors’ special report, pursuant to Article L. 225-129 et seq. (in I resolves that any warrants issued for shares of the Company particular, L. 225-129-2) and L. 228-92 of the French Commercial may be offered either under the above terms and conditions or Code: distributed free of charge to holders of existing shares;

1. delegates authority to the Executive Board to increase the share I resolves that the amount of the consideration that the Company capital in one or more transactions, in the proportion and at the receives or may receive in the future for each share issued time which it may determine, by issuing shares and/or other under this authority shall be at least eighty percent (80%) of the securities conferring immediate or future rights to a portion of average of the opening price of existing shares on the Euronext the Company’s share capital, in France or elsewhere, in euros Paris market over the three trading days immediately preceding or in foreign currency, for cash or in exchange for the set-off of the date on which the issue price is set. The average price may, certain liquid, due and payable debts. It is specified that the if necessary, be adjusted if there are differences in the dates issue of all securities that confer a right to preference shares is from which the shares earn dividends. The offering price of excluded; equity securities with a right to shares of the Company would be such that the immediate proceeds by the Company and, 2. resolves that the nominal amount of immediate or future equity if applicable, any future proceeds likely to be received by it issues under the authority hereby granted shall not exceed for each share issued as a result of the issue of those other €150 million, provided that said ceiling may be raised by the securities, would be no less than the foregoing offering price. nominal value of any equity to be issued in accordance with the law to protect the rights of holders of securities that confer I If applicable, this resolution further automatically entails the a right to equity; waiving by shareholders of their pre-emptive rights to shares to which securities issued pursuant to this resolution entitle their 3. resolves that the nominal value of debt securities with rights holders, in favor of the holders of the said securities; to equity issued under the authority hereby granted shall not exceed €1 billion the equivalent thereof in the case of issues in 6. resolves that the Executive Board shall have full authority, which foreign currencies; it may further delegate to its Chairman or one of its members as permitted by law or by the Bylaws, to use the authority hereby 4. resolves that this delegation of authority, which replaces delegated and, in particular, to: and supersedes the authority granted by the 9th Resolution of the Ordinary and Extraordinary Shareholders’ Meeting of I determine the terms and conditions of capital increases and/ May 3, 2007, shall be valid for a period of 26 months from this or issues, meeting; I decide the number of shares and/or securities to be issued, their price and the amount of any premium over par that may be payable at the time of the issue,

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I determine the dates and conditions of issues, the nature and issuing shares and/or other securities conferring immediate or form of the securities to be issued, which may be subordinated future rights to a portion of the Company’s equity, in France or unsubordinated securities and have particular duration or or elsewhere, either in euros or in foreign currency, without not, pre-emptive rights, for cash, either in exchange for the set-off of certain liquid, due and payable debts, or by contributing I decide how shares and/or securities issued are to be paid securities to the company which meet the terms set by for, Article L. 225-148 of the French Commercial Code as part of I decide, if applicable, how the rights attached to existing or a public offer comprising an exchange component initiated by future securities are to be exercised, including by determining the company; it is specified that the issue of all securities that the date, which may be retroactive, from which new shares confer a right to preference shares is excluded; shall earn dividends, as well as all other terms and conditions 2. resolves that the nominal amount of immediate or future equity applicable to the issue(s), issues under the authority hereby granted shall not exceed I set, as required, the conditions under which the Company may €100 million, provided that said ceiling may be raised by purchase or trade securities issued or to be issued on the stock the nominal value of any equity to be issued in accordance exchange, at any time or during specific periods, with the law to protect the rights of holders of securities with rights to shares, including in the event that shares are issued I provide for the suspension for up to three months, if necessary, as consideration for shares tendered to the Company under of the exercise of rights attached to securities, a tender offer for securities consistent with the provisions of I establish, as required, the conditions for protecting the rights of Article L. 225-148 of the French Commercial Code; holders of securities with future rights to shares of the Company, 3. resolves that the nominal value of debt securities with rights in accordance with applicable laws and regulations, to equity issued under the authority hereby granted shall not I decide, at its discretion, to charge the cost of capital increase(s) exceed €1 billion the equivalent thereof in the case of issues in against the amount of the premium connected thereto, and foreign currencies; to deduct from that account the sums necessary to bring the 4. resolves that this delegation of authority, which replaces and legal reserve to one-tenth of the new capital subsequent to supersedes the authority granted by the 10th Resolution of each increase, the Ordinary and Extraordinary Shareholders’ Meeting of I set the conditions under which the Company shall be permitted May 3, 2007, shall be valid for a period of 26 months from this to purchase warrants on the stock exchange, at any time or meeting; during specific periods, for the purpose of canceling them, 5. resolve to waive the shareholders’ pre-emptive rights to the in the event of securities being issued with a right to receive shares and securities issued under this delegation of authority, shares in exchange for the exercise of warrants, with the understanding that the Executive Board may grant the I generally, enter into all agreements, to ensure the completion shareholders a priority right to subscribe to some or all of the of the planned transactions, take all steps and complete all securities issued, subject to such time limits and terms and formalities required for the servicing of the securities issued conditions as it may decide in accordance with Article L. 225- under the authority hereby delegated and the exercise of the 135 of the French Commercial Code. This priority right shall rights attached to such securities, formally record the resulting not result in the allotment of transferable rights, but may be capital increases, amend the Bylaws accordingly and do all exercised for securities to which shareholders hold rights or for that is necessary. those for which rights have not been exercised; 6. if applicable, this resolution further automatically entails the 11th Resolution: Delegation of authority to the Executive Board to issue shares and/or other securities conferring waiving of the pre-emptive rights of shareholders to shares to immediate or future rights to shares, without pre-emptive which securities issued pursuant to this resolution entitle their rights by shareholders and public offer in the framework of holders, in favor of the holders of said securities; a public offer with an exchange component. 7. resolves that consideration received or to be received in the The Shareholders' Meeting, subject to the quorum and majority future by the Company for each share issued or to be issued voting rules applicable to Extraordinary Shareholders’ Meetings, under this authority would be no less than the weighted average having reviewed the Executive Board’s report and the Statutory of the opening price over the three trading days immediately Auditor s’ special report, pursuant to Article L. 225-129 et seq. of preceding the setting of the issue price, less the discount the French Commercial Code, including Articles L. 225-129-2, permitted under applicable laws and regulations. The average L. 225-135, L. 225-136 and L. 225-148 of that Code, as well as the price may, if necessary, be adjusted if there are differences in provisions of Article L. 228-92 of the Code: the dates from which the shares earn dividends. The offering price of equity securities with a right to shares of the Company 1. delegates authority to the Executive Board to increase the share would be such that the immediate proceeds by the Company capital through a public offering on one or more occasions, and, if applicable, any future proceeds likely to be received by in the proportion and at the time which it may determine, by

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it for each share issued as a result of the issue of those other - set the terms and conditions of the issue, the foreign securities, would be no less than the foregoing offering price; exchange ratio and, if necessary, the amount of the equalization payment in cash to be paid, 8. resolves that if the irrevocable subscriptions have not taken up all the issue, the Executive Board may use one or other - determine the terms and conditions of issues in the event of a of the powers below (or several of these powers) at its own securities exchange takeover bid, or of a primary tender offer discretion: for cash or securities, combined with a secondary tender offer for securities or a tender offer for cash, I to restrict the equity issue to the amount of subscriptions, on condition that they reach, at least, three-quarters of the issue I resolves, at its discretion, to charge the cost of the capital initially decided; increase against the amount of the premium connected thereto, and to deduct from that account the sums necessary to bring I freely distribute all or part of the unsubscribed securities among the legal reserve to one-tenth of the new capital subsequent persons that it may choose; publicly trade all or part of the to each increase, remaining shares, in France or elsewhere. I generally, enter into all agreements, to ensure the completion 9. expressly authorizes the Executive Board to make use of all of the planned transactions, take all steps and complete all or part of this delegation of authority to provide consideration formalities required for the servicing of the securities issued in exchange for shares tendered to the Company under a under the authority hereby delegated and the exercise of the tender offer for securities consistent with the provisions of rights attached to such securities, formally record the resulting Article L. 225-148 of the French Commercial Code, and within the capital increases, amend the Bylaws accordingly and generally conditions set forth in this resolution (excluding the obligations do all that is necessary; relating to the issue price set in paragraph 7 above); 11. take note, as applicable, that the authority hereby delegated 10. resolves that the Executive Board shall have full authority, which does not terminate the authorizations given to the Executive it may further delegate to its Chairman or one of its members Board to grant stock options to employees and officers of the as permitted by law and Bylaws, to use the authority hereby Company and its affiliates, or to issue shares for offering to delegated and, in particular: employees. I determine the terms and conditions of capital increases and/ or issues, 12th Resolution: Delegation of authority to issue shares and/or other securities conferring immediate or future I decide the number of shares and/or securities to be issued, rights to shares, without pre-emptive rights under an offer their price and the amount of any premium over par that may mentioned in Article L. 411-2 of the French Monetary and be payable at the time of the issue, Financial Code. I determine the dates and conditions of issues, the nature and The Shareholders' Meeting, subject to the quorum and majority form of the securities to be issued, which may be subordinated voting rules applicable to Extraordinary Shareholders’ Meetings, or unsubordinated securities and have particular duration or having reviewed the Executive Board’s report and the Statutory not, Auditors’ special report, pursuant to Articles L. 225-129 et seq. of the French Commercial Code, in particular, in particular Articles I decide how shares of common stock and/or securities issued L. 225-129-2, L. 225-135, L. 225-136, as well as the provisions of are to be paid for, Article L. 228-92 of said Code: I decide, if applicable, how the rights attached to securities 1. delegates authority to the Executive Board to increase the issued or to be issued in the future are to be exercised, including share capital, within the framework of an offering specified in II by determining the date, which may be retroactive, from which Article L. 411-2 of the French Monetary and Financial Code and new shares shall earn dividends, as well as all other terms and up to 20% of the Company’s share capital (as it exists on the conditions applicable to the issue(s), date of this Shareholders’ Meeting) by 12-month periods, on one I set, as required, the conditions under which the Company may or more occasions, in the proportion and at the time which it may purchase or trade securities issued or to be issued on the stock determine, by issuing shares and/or other securities conferring exchange, at any time or during specific periods, immediate or future rights to a portion of the Company’s equity, in France or elsewhere, in euros or in foreign currency, without I provide for the suspension for up to three months, if necessary, pre-emptive rights, for cash or in exchange for the set-off of of the exercise of rights attached to securities, certain liquid, due and payable debts. It is specified that the I In the specific instance of shares issued as consideration for issue of all securities that confer a right to preference shares is shares tendered in response to a tender offer by the Company excluded; with partial or full payment in the form of securities: 2. resolves that the nominal value of debt securities with rights - establish the list of shares tendered, to equity issued under the authority hereby granted shall not exceed €1 billion or the equivalent thereof in the case of issues in foreign currencies;

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3. resolves that this delegation of authority is valid for a period of new shares shall earn dividends, as well as all other terms and twenty-six months as from this Meeting; conditions applicable to the issue(s),

4. resolves to waive the pre-emptive rights of shareholders to I set, as applicable , the conditions under which the Company shares and securities issued under this authority; may purchase or trade securities issued or to be issued on the stock exchange, at any time or during specific periods, 5. if applicable, this resolution further automatically entails that shareholders waive their pre-emptive rights to shares to which I provide for the suspension for up to three months, if necessary, securities issued pursuant to this resolution entitle their holders, of the exercise of rights attached to securities, in favor of the holders of the said securities; I resolves, at its discretion, to charge the cost of capital increase 6. resolves that consideration received or to be received in the against the amount of the premium connected thereto, and future by the Company for each share issued or to be issued to deduct from that account the sums necessary to bring the under this authority would be no less than the weighted average legal reserve to one-tenth of the new capital subsequent to of the opening price over the three trading days immediately each increase, preceding the setting of the issue price, less the discount I generally, enter into all agreements to ensure the completion permitted under applicable laws and regulations. The average of the transaction(s), take all steps and complete all formalities price may, if necessary, be adjusted if there are differences in the required for the servicing of the securities issued under the dates from which the shares earn dividends. The offering price authority hereby delegated and the exercise of the rights of securities with a right to shares of the Company will be such attached to such securities, formally record the resulting capital that the immediate proceeds by the Company and, if applicable, increases, amend the Bylaws accordingly and generally do all any future proceeds likely to be received by it for each share that is necessary. issued as a result of the issue of those other securities, would be no less than the foregoing offering price; 13th Resolution: Authority to the Executive Board, to set 7. resolves that if the subscriptions have not taken up all the issue, the price of shares or other securities conferring immediate the Executive Board may use one or other of the powers below or future rights to shares issued without pre-emptive rights, (or several of these powers) at its own discretion: representing up to 10% of share capital.

I to restrict the equity issue to the amount of subscriptions, on The Shareholders' Meeting, subject to the quorum and majority condition that they reach, at least, three-quarters of the issue voting rules applicable to Extraordinary Shareholders’ Meetings, initially decided; having reviewed the Executive Board’s report and the Statutory Auditor s’ special report, pursuant to Article L. 225-136-1 of the I to freely distribute all or part of the unsubscribed securities French Commercial Code, among persons that it may choose; 1. exempts the Executive Board, for a period of 26 months from this 8. resolves that the nominal amount of all capital increases that Meeting, for each of the issues approved under the authorities may result from this delegation of authority will be charged to delegated to it by the 11th and 12th Resolutions above and for the total capital increase ceiling of €150 million specified in the up to 10% of the Company’s share capital (as of the date of this 16th Resolution of this Shareholders’ Meeting; Meeting), from the provisions of the above-mentioned resolutions 9. resolves that the Executive Board shall have full authority, which concerning the setting of the issue price for the purpose of it may further delegate to its Chairman or one of its members as the authority in each twelve-month period, and authorize the permitted by law or by the laws and Bylaws, to use the authority Executive Board to set the issue price of common shares and hereby delegated and, in particular: securities granting immediate or future access to the capital issued, as follows: I determine the terms and conditions of capital increases and issues, a) the issue price of shares shall be no less than the closing price of the Company’s shares on the Euronext Paris market on the I decide the number of shares and/or securities to be issued, last trading day immediately preceding its setting, less a possible their price and the amount of any premium over par that may discount of up to 20%, be payable at the time of the issue, b) the issue price of the securities granting immediate or future I determine the dates and conditions of issues, the nature and access to equity shall be set so that the Company’s immediate form of the securities to be issued, which may be subordinated proceeds and any subsequent proceeds it may receive for each or unsubordinated securities and have particular duration or share of common stock issued as a result of said securities shall not, be no less than the amount in (a) above;

I decide how shares of common stock and/or securities issued 2. resolves that the aggregate increase in the nominal value of are to be paid for, the Company’s share capital resulting from issues under the authority hereby delegated shall count against the ceiling on I decide, if applicable, how the rights attached to securities capital increases of €150 million set in the 16th Resolution of this issued or to be issued in the future are to be exercised, including Shareholders’ Meeting. by determining the date, which may be retroactive, from which

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The Executive Board may, within the limits that it may have set 4. specifies that, in accordance with the law, the Executive Board beforehand, delegate the authority granted by this resolution to its shall act on the basis of the report of the appraiser or appraisers C hairman or, with the C hairman’s approval, to one of its members referred to in Article L. 225-147 of the French Commercial in accordance with the law and Bylaw s. Code; 5. 14th Resolution: Increase in the number of shares and/or resolves that this delegation of authority, which replaces and th securities in case of a capital increase with or without pre- supersedes the authority granted by the 12 Resolution of emptive rights. the Ordinary and Extraordinary Shareholders’ Meeting of May 3, 2007, shall be valid for a period of 26 months from this The Shareholders' Meeting, subject to the quorum and majority Meeting; voting rules applicable to Extraordinary Shareholders’ Meetings, having reviewed the Executive Board’s report and the Statutory 6. resolves that the Executive Board shall have full authority to Auditors’ special report, pursuant to Article L. 225-135-1 of the fix the terms and conditions of the transaction within the limits French Commercial Code: of applicable laws, approve the appraisals of the contributions concerned, record their completion and charge all costs, fees 1. authorizes the Executive Board for a 26-month period as from and expenses to a premium account, the balance of which shall this Shareholders’ Meeting, to increase the number of shares, be allocated by the Executive Board at its discretion or by the securities or other investment to be issued in case of a capital Ordinary Shareholders’ Meeting, as well as to increase share increase with or without pre-emptive rights, within the deadlines capital and amend the Articles of Incorporation and by laws and up to the limits defined by applicable regulations on the accordingly and generally, take all necessary measures, enter day of issue (i.e. as of today thirty days after the end of the into all agreements, carry out any act or formality required for subscription and up to a limit of 15% of the initial issue) and at the successful completion of the planned issue. the same price as the price of the initial issue; th 2. resolves that the nominal amount of all capital increases that 16 Resolution: Ceilings on the amount of shares and securities issued under the 10th through the 15th Resolution. may result from this delegation of authority will be charged to the total capital increase ceiling of €150 million specified in the The Shareholders' Meeting, subject to the quorum and majority 16th Resolution of this Shareholders’ Meeting. voting rules applicable to Extraordinary Shareholders’ Meetings, having reviewed the Executive Board’s report and the Statutory 15th Resolution: Delegation of authority to issue shares and/ Auditors’ special report, resolves to set, in addition to the individual or other securities conferring immediate or future rights to ceilings specified in the the 10th through the 15th Resolution, the shares as consideration for capital contributions in kind to aggregate ceilings on issues that may be decided under the the Company. authority delegated by virtue of said ceilings as follows: The Shareholders' Meeting, subject to the quorum and majority a) the maximum nominal value of shares issued either directly or voting rules applicable to Extraordinary Shareholders’ Meetings, upon the exercise of rights attached to debt and other securities, having reviewed the Executive Board’s report and the Statutory shall not exceed €150 million. This amount may be increased Auditors’ special report, pursuant to Article L. 255-147, paragraph by the nominal amount of the capital increase resulting from 6 of the French Commercial Code, any shares issued in accordance with the law to protect the 1. delegates authority to the Executive Board to issue shares and rights of holders of securities conferring a right to equity, with securities conferring immediate or future rights to shares of the understanding that that this ceiling shall not apply to: the Company, for up to 10% of the Company’s share capital I shares issued for employees and officers of the Company at the time of issue, as consideration for capital contributions and its affiliates, pursuant to the the 8th Resolution of the in kind to the Company, consisting of equity securities or Shareholders’ Meeting of May 15, 2002, the 20th Resolution securities conferring a right to equity, whenever the provisions of the Shareholders’ Meeting of May 4, 2005, and the of Article L. 225-148 of the French Commercial Code are not 15th Resolution of the Shareholders’ Meeting of May 3, 2007; applicable; it is specified that the nominal amount of all capital increases that may result from this delegation of authority will I rights issues carried out in accordance with the provisions of be charged to the total capital increase ceiling of €150 million the 9th Resolution adopted by the Shareholders’ Meeting of specified in the 16th Resolution of this Shareholders’ Meeting; March 12, 2006 and the 17th and 19th Resolutions of the current Meeting; 2. resolves, if necessary, to waive pre-emptive rights of shareholders to shares and securities that will be issued under this authority b) the maximum overall amount of issues of debt securities that in favor of holders of equity securities or securities, contributed may be voted is €1 billion. in kind capital; 17th Resolution: Delegation of authority to the Executive 3. notes that this delegation of authority automatically entails that Board to increase share capital by issuing shares and/ or existing shareholders waive their pre-emptive rights to Company securities conferring immediate or future rights reserved shares, for which the securities issued under to this delegation of to members of a company savings plan (Plan d'Épargne authority entitle their holders, in favor of the holders of securities d'Entreprise). conferring a right to equity issued under the authority hereby The Shareholders' Meeting, subject to the quorum and majority delegated; voting rules applicable to Extraordinary Shareholders’ Meetings,

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having reviewed the report of the Executive Board and the Statutory 18th Resolution: Authorization to the Executive Board to Auditor s’ special report, and in accordance with Articles L. 225-129 issue bonus share warrants for distribution to the Company’s et seq. and Article L. 225-138-1 of the French Commercial Code as shareholders in the event of a tender offer for the Company’s well as Articles L. 3332-18 et seq. of the French Labor Code, shares.

1. authorizes the Executive Board to increase the Company’s share The Shareholders' Metting, subject to the quorum and majority capital, at its discretion and for up to €2,250,000, in one or voting rules applicable to Extraordinary Shareholders' Meetings, more transactions, by issuing new shares for cash reserved having reviewed the report of the Executive Board and the Statutory to the employees of the Company or its affiliates, within the Auditor s’ special report, hereby authorizes the Executive Board, meaning of Article L. 225-180 of the French Commercial Code, pursuant to Articles L. 233-32 (II) and 233-33 of the French wishing to subscribe to such shares either directly or through Commercial Code, to: the intermediary of one or more company investment funds, I resolve to issue, in one or more transactions, in the proportions provided that said employees are enrolled in a company savings and at the times that it deems necessary, warrants to be plan; distributed free of charge to all qualified shareholders before 2 authorizes the Executive Board to distribute bonus shares, the expiration of the public offering, to enable them to subscribe as part of these share capital increases, as permitted by to Company shares on preferential terms. Article L. 3332-21 of the French Labor Code; The maximum number of warrants that may be issued will be 3. resolves to waive the shareholders’ pre-emptive rights to equal to the number of shares outstanding at the time the subscribe for such new shares in favor of the employees warrants are issued. The increase in share capital that may concerned, as well as to waive all rights to shares that may be accordingly result from the exercise of all of the warrants distributed as bonus shares pursuant to this resolution; shall accordingly be limited to €170 million. Said limit shall be increased by the nominal value of shares needed to make any 4. resolves that the price of the shares issued under the authority adjustments that may to be required under applicable laws and hereby granted shall be set by the Executive Board in accordance regulations and, as the case may be, contractual provisions with Article L. 3332-19 of the French Labor Code; calling for other adjustments, in order to protect the rights 5. grants full authority to the Executive Board, which may further of the above-mentioned warrant holders. It is also specified delegate such authority as permitted by law, to set the terms that the implementation of the authorization granted with this and conditions of share capital increase(s) decided pursuant to resolution will not be charged to the ceilings stipulated in the th this resolution, including to: 16 Resolution adopted by this Shareholders’ Meeting; I I determine the companies whose employees shall be entitled set conditions on which said warrants may be exercised, based to subscribe for shares, on the terms of the offer or of any competing offer, as well as other features of the warrants. Subject to the restrictions set I decide the number of new shares to be issued and the date forth above, the Executive Board shall have the authority, in from which they shall earn dividends, particular, to:

I set the terms and conditions of offerings, in compliance with the - decide the conditions under which warrants are issued, law, and the period of time in which employees shall exercise their rights, - decide the number of warrants to be issued,

I decide the time period and conditions in which new shares shall - decide, if applicable, the conditions under which the rights be paid for, provided that such time period shall not exceed attached to the warrants may be exercised, including by, three years, - set an exercise price or deciding how that price is to be I charge the cost of the capital increase( s) against the amount set, of the corresponding premiums, - determine the conditions of increase(s) in share capital I acknowledge the completion of the capital increase(s) of up to necessary to allow holders of warrants to exercise the the amount of the shares subscribed and amend the Bylaws rights attached to said warrants, accordingly, - set the date, which may be retroactive, as from which the I complete all transactions and formalities required by the shares acquired through the exercise of rights attached to completion of the capital increase(s). warrants shall earn dividends, as well as all other terms and conditions of issues necessary to allow holders of warrants This delegation of authority replaces and supersedes, with to exercise the rights attached to such warrants, immediate effect, the authority granted by the 23rd Resolution of the Extraordinary and Ordinary Shareholders’ Meeting of May 14, - provide for the suspension for up to three months, if 2008 , and shall be for a period of 26 months from this day. necessary, of the exercise of rights attached to warrants, - establish, as required, the conditions for protecting the rights of holders of warrants in accordance with applicable laws, regulations and agreements,

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- and generally, enter into all agreements, including to ensure 5. resolves that the allotment of shares to their beneficiaries will the completion of planned transactions, take all steps and be final at the end of a vesting period of at least two years. complete all formalities required for the issue or allocation The minimum duration of the obligation for the beneficiaries of the warrants under the authority hereby granted and for to retain the shares is set at two years as from the definitive the exercise of the rights attached to such warrants, formally allotment of the shares, with the understanding that in the case record related capital increases and amend the Bylaw s of allotted shares with a minimum vesting period of 4 years, the accordingly. minimum duration of the obligation to retain the shares may be removed to make the shares freely transferable as soon as they The warrants shall automatically expire if the tender offer and are definitively allotted; any competing offer fails, expires or is withdrawn. It is noted that warrants expired pursuant to law will not be taken into account for 6. resolves that, should a beneficiary corresponding to the the calculation of the maximum number of warrants that may be classification of disability in the second and third of the categories issued indicated above. set out in Article L. 341-4 of the French Social Security Code, the shares will be definitively allotted to this beneficiary before The authority hereby granted to the Executive Board shall be valid the remaining vesting period. In this case, said shares will be for any issue of subscription warrants in connection with a public freely transferable as from the date of their definitive allotment; offering aimed at the Company registered within 18 months from this Shareholders’ Meeting. 7. authorizes the Executive Board to carry out during the vesting period, if necessary, adjustments to the number of bonus shares 19th Resolution: Authority to the Executive Board to carry allotted depending on operations on the Company's share out bonus shares issues to employees and officers of the capital to preserve the rights of beneficiaries; Company or its affiliates 8. notes that in the event of a free allotment of future shares, this The Shareholders' Metting, subject to the quorum and majority decision implies the automatic waiver, in favor of the beneficiaries voting rules applicable to Extraordinary Shareholders’ Meetings, of said shares, of rights on any reserves, issue premium or having reviewed the Executive Board’s report and the Statutory profits that may be used in case of the issue of new shares. Auditors’ special report, pursuant to Article L. 225-197-1, L. 225- 197-2 et seq. of the French Commercial Code, This delegation of authority is valid for a period of thirty- eight months beginning from this Shareholders’ Meeting. It 1. authorizes the Executive Board to allot, on one or more occasions, cancels and supersedes the one granted in the 9th Resolution of bonus issues of existing or future Company shares; the Shareholders’ Meeting of March 12, 2006.

2. resolves that the beneficiaries of the bonus issues may, subject to The Meeting delegates all powers to the Executive Board, who may the provisions of Article L. 225-197-6 of the French Commercial in turn delegate to its Chairman and to any one of its members, Code, be the Chairman of the Executive Board, members of in the conditions provided for by law and the Bylaws to carry out the Executive Board, the Chairman of the Board of Directors, this delegation, in particular to set the dates and conditions of the Chief Executive Officer, the Deputy Chief Executive Officer allotments and generally take all the necessary measures and enter and the managing partner, employees of the Company and into all agreements required for properly completing the issues companies that are directly or indirectly affiliated to it in pursuant planned and, note the capital increases resulting from any issue to Article L. 225-197-2 of the French Commercial Code; carried out by the use of this delegation and amend the Bylaw s 3. resolves that the Executive Board will specify the identity of accordingly; the beneficiaries of the allotments as well as the criteria and th terms of said allotments, in particular, the duration of the vesting 20 Resolution: Powers for carrying out the formalities. and retention periods and the number of shares allowed per The Shareholders' Metting grants full powers to the Chairman of beneficiary; the Executive Board or his representatives and to the bearer of 4. resolves that the total number of bonus shares allotted under these minutes or of a copy or extract thereof, for the purpose of all this resolution may not represent more than 1% of share capital necessary filings, registrations and formalities. on the day the Executive Board takes this decision, not including additional shares to be issued or alloted to protect the rights of beneficiaries in the event of operations on the Company's share capital during the vesting period;

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7.7 OBSERVATIONS BY THE SUPERVISORY BOARD ON THE EXECUTIVE BOARD REPORT

With respect to Article L. 225-68 of the French Commercial Code, the Supervisory Board has no observations to make regarding the Executive Board’s report or the financial statements for the year ended December 31, 2008, and advises the Shareholders’ Meeting to adopt all of the resolutions proposed by the Executive Board.

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8 STATUTORY AUDITORS’ REPORT

8.1 STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS

Year ended December 31, 2008

This is a free translation into English of the Statutory Auditors’ special report on related party agreements and commitments issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders,

In our capacity as Statutory Auditors of your Company, we hereby report to you on certain related party agreements and commitments.

I. Agreements and commitments authorized during 2008

In accordance with Article L.225-88 of the French Commercial Code (Code de commerce) , we were informed of the following agreements and commitments authorized by your Supervisory Board during 2008.

Our responsibility does not include identifying any undisclosed agreements or commitments. We are required to report to shareholders, based on the information provided, about the main terms and conditions of agreements and commitments that have been disclosed to us, without commenting on their relevance or substance. Under the provisions of Article R.225-58 of the French Commercial Code, it is the responsibility of shareholders to determine whether the agreements and commitments are appropriate and should be approved.

We performed our procedures in accordance with professional standards applicable in France. These standards require us to perform procedures to verify that the information given to us agrees with the underlying documents.

WITH REDBIRDS PARTICIPATIONS SA AND EURAZEO ENTERTAINMENT LUX SARL (Person concerned: Luis Marini-Portugal)

On January 22, 2008, the Supervisory Board authorized the signing of an agreement relative to transactions on forward financial instruments between Eurazeo, RedBirds Participations SA, Eurazeo Entertainment Lux Sarl and HSBC France. This provides for the forward sale of USD 150,000,000 as part of the partial refinancing of the interest in Station Casinos held by RedBirds Participations SA and Eurazeo Entertainment Lux Sarl, and an agreement between Eurazeo, RedBirds Participations SA and Eurazeo Entertainment Lux Sarl setting out the terms and conditions of said transaction.

WITH LEGENDRE HOLDING 19 SAS (Persons concerned: Patrick Sayer and Philippe Audouin)

I On March 27, 2008, the Supervisory Board authorized the signing of a subordination agreement between Eurazeo, Legendre Holding 19 SAS, The Royal Bank of Scotland Plc and certain other creditors of Legendre Holding 19 SAS under which Eurazeo accepts to subordinate the amounts owed to it under intragroup loans granted to Legendre Holding 19 SAS, to the payment and reimbursement by Legendre Holding 19 SAS of all amounts owing to The Royal Bank of Scotland Plc. On December 9, 2008, the Supervisory Board authorized the signing of a modified version of the subordination agreement between Eurazeo, Legendre Holding 19 SAS, The Royal Bank of Scotland Plc and certain other creditors of Legendre Holding 19 SAS permitting The Royal Bank of Scotland Plc to syndicate half of the financing granted to Legendre Holding 19 SAS with Crédit Suisse International.

I On March 27, 2008, the Supervisory Board authorized the signing of a contribution agreement between Eurazeo and Legendre Holding 19 SAS, as part of the capital increase of Legendre Holding 19 SAS. The agreement provides for the contribution in kind to Legendre Holding 19 SAS of 2,100,000 Accor shares held by Eurazeo.

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WITH LEGENDRE HOLDING 22 (Persons concerned: Bruno Keller and Philippe Audouin)

On March 27, 2008, the Supervisory Board authorized the signing of any sale and/or contribution agreement relating to the transfer to Legendre Holding 22 of 27,951,990 Danone group shares held by Eurazeo.

WITH ANF (Persons concerned: Patrick Sayer, Bruno Keller, Philippe Audouin, Henri Saint Olive, Théodore Zarifi and Jean-Pierre Richardson)

On December 9, 2008, the Supervisory Board authorized a change in the compensation paid by ANF to Eurazeo pursuant to a service agreement between Eurazeo and ANF authorized by the Supervisory Board on September 22, 2005. Under this agreement, Eurazeo received a total amount of 1,021,000 euros excluding VAT for 2008. The estimated compensation payable for 2009 is 927,000 euros excluding VAT.

WITH THE WOMEN’S FORUM (Person concerned: Virginie Morgon)

On August 28, 2008, the Supervisory Board authorized the signing of a partnership agreement with the Women’s Forum, under which Eurazeo agrees make a contribution of 100,000 euros.

WITH THE MEMBERS OF THE EXECUTIVE BOARD HAVING EMPLOYMENT CONTRACTS WITH THE COMPANY (Persons concerned: Bruno Keller, Philippe Audouin, Luis Marini-Portugal, Virginie Morgon and Gilbert Saada)

I On January 22, 2008, the Supervisory Board authorized the compensation and benefits payable in the event of removal from office or dismissal, and the special termination benefit, granted to Virginie Morgon, member of the Executive Board, under her employment contract. The criteria for the payment of said compensation and benefits determined for members of the Executive Board by the Supervisory Board on March 27, 2008, described in the second part of this report, are applicable to this agreement.

I On June 19, 2008, the Supervisory Board authorized the compensation and benefits payable in the event of removal from office or dismissal, and the special termination benefit, granted to Luis Marini-Portugal, member of the Executive Board, under his employment contract. The criteria for the payment of said compensation and benefits determined for members of the Executive Board by the Supervisory Board on March 27, 2008 in order to bring such benefits into compliance with Article 17 of French law no. 2007-1223 of August 21, 2007, are applicable to this agreement.

I On January 22, 2008, the Supervisory Board authorized the following changes to the carried interest program:

- Virginie Morgon will participate in the investments made in Elis, Station Casinos, Sirti and Intercos;

- the three-year seniority requirement for retaining carried interest rights in the event of departure from the Company will be deemed to have been completed by Virginie Morgon;

- Virginie Morgon’s percentage interest in Investco 3D Bingen may not be modified without her prior consent.

- Subsequent to these commitments , Eurazeo transferred 363,247 shares in Investco 3D to Virginie Morgon.

I On June 19, 2008, the Supervisory Board authorized changes to the carried interest agreements, providing for Luis Marini-Portugal to benefit from an interest in Investco 4I Bingen.

I On December 9, 2008, the Supervisory Board authorized the modification of the supplementary pension plan (pursuant to the procedure set out in Article L.225-86 of the French Commercial Code for Executive Board members with employment contracts), in order to apply the October 2008 AFEP-MEDEF recommendations, as follows:

- the seniority criteria is set at four years;

- the reference period for the calculation of the pension is based on the average compensation for the last three years;

- the calculation base is capped at 200% of the beneficiary’s fixed compensation.

I On March 26, 2008, the Supervisory Board authorized each member of the Executive Board to benefit from this defined benefit collective pension plan as well as health and welfare benefits.

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WITH MEMBERS OF THE EXECUTIVE BOARD (Persons concerned: Patrick Sayer, Bruno Keller, Philippe Audouin, Luis Marini-Portugal, Virginie Morgon and Gilbert Saada)

Extension of the carried interest program relating to investments made between 2005 and 2008.

On March 27, 2009, the Supervisory Board authorized the extension beyond December 31, 2012 of the liquidation date of the carried interest program relating to investments made between 2005 and 2008.

The principle of the change is as follows:

I if more than 50% of Eurazeo’s investment has not been reimbursed or listed on the stock market by December 31, 2012, the liquidation date will be extended to December 31, 2013;

I the liquidation date could be further extended until December 31, 2014 if the conditions have still not been met;

I in any event, the liquidation date will be December 31, 2014 at the latest.

II. Agreements and commitments authorized by the Supervisory Board and approved by the Shareholders’ Meeting during 2008

In accordance with the French Commercial Code, we were informed that the following agreement, described in our special report on related party agreements and commitments presented to and approved by the Shareholders’ Meeting of May 14, 2008, remained in force during the past year.

WITH MEMBERS OF THE EXECUTIVE BOARD Termination benefits

The criteria applied to the payment of benefits in the event of removal from office or dismissal, and the special termination benefit, granted to members of the Executive Board and determined by the Supervisory Board on March 27, 2008, remained unchanged during 2008.

These criteria make payment of such benefits contingent upon the beneficiary’s performance, which is assessed in light of Eurazeo’s performance. These benefits provided for with respect to each Executive Board member will only be paid if, between the dates of the last appointment of the members in question and the end of their term of office, Net Asset Value (NAV) per share has increased as follows:

I if NAV per share grows by at least an average of 6% per year over the period, the Executive Board member will receive the full amount of the benefits;

I if NAV per share grows between an average of 4% and 6% per year over the period, the Executive Board member will receive between 50% and 100% of the benefits, with a linear progression between 50% and 100%;

I if NAV per share grows by less than an average of 4% per year over the period, the Executive Board member will receive only 50% of the benefits.

III. Agreements and commitments authorized in prior years that remained in force during the year

In accordance with the French Commercial Code, we were informed that the following agreements and commitments authorized in prior years remained in force during the past year.

WITH EURALEO These agreements, authorized by the Supervisory Board on December 4, 2007, and under which Eurazeo pays arranging fees and service fees to Euraleo when Euraleo makes investments, remained in force during the year. In 2009, Euraleo invoiced 2,187,500 euros excluding VAT to Eurazeo for 2008.

WITH EUROPCAR GROUP This framework service agreement between Eurazeo and the Europcar group, authorized by the Supervisory Board on March 21, 2006 remained in force during the year. No amounts were paid to Eurazeo under this agreement during the year ended December 31, 2008.

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WITH MEMBERS OF THE EXECUTIVE BOARD I Members of the Executive Board having employment contracts with the Company

On March 21, 2006, the Supervisory Board authorized the employment contracts of the members of the Executive Board and said employment contracts remained in force during the year. Modifications to the compensation payable under these employment contracts were authorized by the Supervisory Board on December 9, 2008.

I Implementation of the carried interest program relating to investments made between 2005 and 2008

This agreement was authorized by the Supervisory Board on December 13, 2005 and February 19, 2006, and remained in force during the year.

In June 2008, Eurazeo granted Investco 3d Bingen a call option enabling this company to purchase, at the cost price for Eurazeo, (i) shares in Legendre Holding 19 (or any holding company owning equity stakes in Accor) and (ii) additional shares in the B&B Hotels group.

In December 2008, Eurazeo granted Investco 3d Bingen and Investco 4i Bingen (of which Luis Marini-Portugal, now a member of the Executive Board, is a partner) a call option enabling these companies to purchase, at the cost price for Eurazeo, additional shares in (i) LH APCOA and (ii) Legendre Holding 19.

In consideration for these call options, Investco 3d Bingen paid Eurazeo an amount equivalent to their value of the options.

Neuilly-sur-Seine and Paris-La Défense, April 20, 2009

The Statutory Auditors PricewaterhouseCoopers Audit ERNST & YOUNG Audit (French original signed by:) (French original signed by:)

Gérard Hautefeuille Jean Bouquot Patrick Gounelle

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8.2 STATUTORY AUDITORS’ SPECIAL REPORT TO THE ORDINARY AND EXTRAORDINARY S HAREHOLDERS’ M EETING OF M AY 29, 2009

Statutory Auditors’ report on the capital reduction by cancellation of shares repurchased under the buyback programs (eighth resolution)

This is a free translation into English of the Statutory Auditors’ special report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders,

In our capacity as Statutory Auditors of Eurazeo and pursuant to Article L. 225-209, paragraph 7 of the French Commercial Code (Code de commerce) relating to capital reductions through the cancellation of shares bought back by the Company, we hereby present our report with our comments on the reasons for and terms and conditions of the proposed capital reduction, as submitted to you for approval.

We performed the procedures we considered necessary in accordance with professional standards applicable in France to such transactions. These procedures consisted in verifying that the reasons for and terms and conditions of the proposed capital reduction comply with the applicable legal provisions.

The proposed capital reduction would take place further to the buyback by the Company of up to 10% of its own shares, in accordance with Article L. 225-209 of the French Commercial Code. The Executive Board is seeking an 18-month authorization by the Shareholders’ Meeting for this buyback program.

Shareholders are also asked to grant the Executive Board full powers to cancel the shares acquired under the Company’s share buyback program, provided that the aggregate number of shares cancelled in any given 24-month period does not exceed 10% of the Company’s capital. These powers would be exercisable for a period of 24 months.

We have no comments to make on the reasons for and terms and conditions of the proposed capital reduction.

Neuilly-sur-Seine and Paris-La Défense, April 20, 2009

The Statutory Auditors PricewaterhouseCoopers Audit ERNST & YOUNG Audit (French original signed by:) (French original signed by:)

Gérard Hautefeuille Jean Bouquot Patrick Gounelle

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Statutory Auditors’ report on the issue of shares and/or securities conferring immediate or future rights to shares with or without pre-emptive subscription rights (tenth to fifteenth resolutions)

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders,

In our capacity as Statutory Auditors of Eurazeo and pursuant to Articles L. 225-135, L. 225-136 and L. 228-92 of the French Commercial Code (Code de commerce), we hereby present our report on the proposed delegations of authority to the Executive Board to decide on the issue of shares and/or securities, as submitted for your approval.

Based on its report, the Executive Board is asking for authorization to:

I delegate, for a 26-month period, authority to decide on the issues set out below and set the final terms and conditions thereof. Shareholders are also asked to waive their pre-emptive right to subscribe for shares, where appropriate.

- Issue of shares and/or securities conferring immediate or future rights to shares with pre-emptive subscription rights (tenth resolution),

- Issue of shares and/or securities conferring immediate or future rights to shares without pre-emptive subscription rights (eleventh resolution) up to a maximum nominal amount of 100 million euros, it being specified that such shares and/or securities may be used as payment for shares tendered to a public exchange offer pursuant to the provisions of Article L. 225-148 of the French Commercial Code,

- Issue of shares and/or securities conferring immediate or future rights to shares without pre-emptive subscription rights pursuant to the provisions of Article L. 411-2 II of the French Monetary and Financial Code (Code monétaire et financier) (twelfth resolution);

I authorize the Executive Board, within the scope of the implementation of the delegations of authority provided for in the eleventh and twelfth resolutions, to set the issue price within the annual legal limit of 10% of the Company’s share capital (thirteenth resolution);

I delegate, for a 26-month period, powers to set the terms and conditions of the issue of shares and/or securities used as payment for capital contributions in kind to the Company of shares and/or securities conferring immediate or future rights to shares (fifteenth resolution), within the limit of 10% of the Company’s capital.

The total nominal amount of capital increases that may be carried out immediately or in the future pursuant to the tenth, twelfth, thirteenth, fourteenth and fifteenth resolutions may not exceed 150 million euros.

The maximum aggregate amount of the issue of debt securities under the tenth to fifteenth resolutions is 1 billion euros.

These maximum amounts include the additional securities that may be created pursuant to the tenth, eleventh and twelfth resolutions, in accordance with the conditions set forth in Article L. 225-135-1 of the French Commercial Code, if shareholders adopt the fourteenth resolution.

The Executive Board is responsible for preparing a report in accordance with Articles R.225-113, R.225-114 and R.225-117 of the French Commercial Code. Our responsibility is to express an opinion on the fairness of the financial information taken from the financial statements, the proposed cancellation of shareholders’ pre-emptive subscription rights and certain other information regarding these issues, contained in this report.

We performed the procedures we considered necessary in accordance with professional standards applicable in France to such transactions. These procedures consisted in reviewing the content of the Executive Board’s report in respect of these issues and the methods used to determine the share issue price.

Subject to a subsequent examination of the conditions for the proposed issues, we have no comments to make on the methods used to set the share issue price, as presented in the tenth to thirteenth resolutions.

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As this report does not provide the methods used for determining the issue price for issues pursuant to the fifteenth resolution, we cannot express an opinion on the calculation of the share issue price.

As the share issue price has not yet been set, we do not express an opinion on the final terms and conditions of the share capital increases. Consequently, we do not express an opinion on the proposed cancellation of shareholders’ pre-emptive subscription rights in the eleventh to thirteenth resolutions.

In accordance with Article R.225-116 of the French Commercial Code, we will issue an additional report, if appropriate, when the Executive Board uses these authorizations, in the event of the issue without pre-emptive subscription rights of securities conferring immediate or future rights to shares of the Company or granting a right to allocation of debt instruments.

Neuilly-sur-Seine and Paris-La Défense, April 20, 2009

The Statutory Auditors PricewaterhouseCoopers Audit ERNST & YOUNG Audit (French original signed by:) (French original signed by:)

Gérard Hautefeuille Jean Bouquot Patrick Gounelle

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Report of the Statutory Auditors on the increase in capital with cancellation of preferential subscription rights reserved for company employees who are members of a company savings scheme (Seventeenth resolution)

This is a free translation into English of a report issued in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Shareholders,

In our capacity as Statutory Auditor s of your company and in compliance with Articles L. 225-135, L. 225-138 and L. 228-92 of the French C ommercial Code , we hereby report on the proposed delegation of empowerment to the Executive Board to decide on the issue of shares with cancellation of preferential subscription rights, reserved for employees who company or any of the companies related to it within the meaning of Article L. 225-180 of the French Commercial Code , subscribing directly or through one or more intermediate corporate investment funds, provided that those employees are members of a company savings scheme, or own shares or marketable securities which allow a capital access, for a maximum nominal amount of €2,250,000, an operation upon which you are called to vote.

This increase in capital is submitted for your approval in accordance with Articles L. 225-129-6 of the French Commercial Code and L. 3332- 18 et seq. of French Labo r Code .

Your Executive Board proposes that, on the basis of its report, it be empowered for a period of 26 months to decide on one or more increases in capital, and proposes to cancel your preferential subscription rights. If need be, it will be its responsibility to determine the final conditions of issue for this operation.

In accordance with Articles R. 225-113, R. 225-114 and R. 225-117 of the French Commercial Code , it is the responsibility of your Executive Board to prepare a report. It is our responsibility to report on the fairness of the financial information taken from the accounts on the proposed cancellation of the preferential subscription rights, and on other specific information relating to the issue contained in this report.

We performed those procedures we considered necessary to comply with the professional guidance of the French national auditing body (Compagnie Nationale des Commissaires aux Comptes) for this engagement. These procedures consisted in verifying the information contained in the Executive Board’s Report relating to this operation and the methods used for determining the issue price.

Subject to a subsequent examination of the conditions for the proposed increase or increases in capital, we have nothing to report on the methods used for determining the issue price provided in the Executive Board’s Report.

As the issue price has not yet been determined, we do not express an opinion on the final conditions for the increase or increases in capital and, consequently, on the proposed cancellation of preferential subscription rights.

In accordance with Article R. 225-116 of the French Commercial Code , we shall issue a supplementary report when the increase in capital has been performed by your Executive Board.

Neuilly-sur-Seine and Paris-La Défense, April 20, 2009

The Statutory Auditors PricewaterhouseCoopers Audit ERNST & YOUNG Audit (French original signed by:) (French original signed by:)

Gérard Hautefeuille Jean Bouquot Patrick Gounelle

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Statutory Auditors’ Report on the Free Issue of Share Purchase Warrants in the Event of a Public Offering of the Company’s Shares (Eighteenth resolution)

This is a free translation into English of a report issued in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Shareholders:

In our capacity as Statutory Auditors of your company and in accordance with Article L. 228-92 of the French C ommercial Code , we hereby report on the proposed free issue of share purchase warrants in the event of a public offering of the company’s shares, an operation on which you are called to vote.

Your Executive Board proposes, on the basis of its report, that it be empowered with the ability to decide and to sub-delegate the decision, in accordance with Article L. 233-32 II of the French Commercial Code , in respect of the following:

I decide on the issue of share purchase warrants subject to Article L. 233-32 of the French Commercial Code , with preferential subscription rights, for one or more shares in the company, and their allocation free of charge to all shareholders enjoying such rights before the closing date of the public offer,

I determine the conditions of the issue and nature of these share purchase warrants.

The maximum nominal amount of the shares thus issued may not exceed the ceiling of €170 million and the maximum number of share purchase warrants issued may not exceed the number of shares that make up Eurazeo’s share capital at the time of the issue of the share purchase warrants.

It is the responsibility of your Executive Board to prepare a report in accordance with Articles R. 225-113, R. 225-114 and R. 225-117 of the French C ommercial Code . It is our responsibility to report on the fairness of the financial information taken from the accounts, and on other specific information relating to the issue contained in this report.

We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie Nationale des Commissaires aux Comptes) relating to this type of engagement. These procedures consisted in verifying the contents of the Executive Board’s report concerning this operation.

We have nothing to report on the information provided in the Executive Board’s report relating to the proposed operation of issue of share purchase warrants in the event of a public offering of the company’s shares.

In accordance with Article L. 233-32 III of the French C ommercial Code , we shall issue a supplementary report where appropriate with the aim of confirmation by an ordinary meeting, and, in accordance with Article R. 225-116, when your Executive Board exercises its authorisation.

Neuilly-sur-Seine and Paris-La Défense, April 20, 2009

The Statutory Auditors PricewaterhouseCoopers Audit ERNST & YOUNG Audit (French original signed by:) (French original signed by:)

Gérard Hautefeuille Jean Bouquot Patrick Gounelle

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Report of the Statutory Auditors on the free allotment of existing or future shares to employees and corporate officers (mandataires sociaux) (Nineteenth resolution)

This is a free translation into English of a report issued in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Shareholders:

In our capacity as Statutory Auditor s of your Company and in compliance with Article L. 225-197-1 of the French Commercial Code , we hereby report on the proposed free allotment of existing or future shares to the employees and corporate officers of Eurazeo and of the companies that are related to it within the meaning of Article L. 225-197-2 of the French Commercial Code .

Your Executive Board proposes that you authorise it to allot existing or future shares free of charge. It is the responsibility of your Executive Board to draw up a report on this operation that it hopes to be able to perform. It is our responsibility to report to you, where necessary, on the information thus given to you on the proposed operation.

We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie Nationale des Commissaires aux Comptes) relating to this type of engagement. These standards require that we perform the necessary procedures to verify, in particular, that the methods envisaged and detailed in the Executive Board’s report are in accordance with the provisions laid down by law.

We have nothing to report on the information provided in the Executive Board’s report relating to the proposed free allotment of shares.

Neuilly-sur-Seine and Paris-La Défense, April 20, 2009

The Statutory Auditors PricewaterhouseCoopers Audit ERNST & YOUNG Audit

(French original signed by:) (French original signed by:) Gérard Hautefeuille Jean Bouquot Patrick Gounelle

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1 CONSOLIDATED BALANCE SHEET 118 4 CONSOLIDATED CASH FLOW STATEMENT 122 1.1 Assets 118 1.2 Liabilities and equity 119 5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 124

2 CONSOLIDATED INCOME STATEMENT 120 6 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED 3 STATEMENT OF RECOGNIZED INCOME FINANCIAL STATEMENTS 191 AND EXPENSE 121

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1 CONSOLIDATED BALANCE SHEET

1.1 ASSETS

12/31/2008 12/31/2007 (In thousands of euros) Notes net restated(1) net Goodwill 1 3,082,264 3,220,171 Intangible assets 2 1,695,726 1,797,013 Property, plant and equipment 3 1,038,047 940,954 Investment properties 4 1,031,749 930,396 Investments in associates 6 2,007,185 883,071 Available-for-sale financial assets 5-22 1,548,938 4,258,386 Other non-current assets 14-22 265,604 39,006 Deferred tax assets 21 155,223 130,679 Total non-current assets 10,824,736 12,199,676 Inventories 51,281 46,128 Trade and other receivables 7-22 1,271,244 1,356,402 Current tax assets 52,496 32,511 Available-for-sale financial assets 5-22 6,143 3,471 Other financial assets 14-22 454,424 47,233 Vehicle fleet 8-22 1,982,215 2,525,559 Other assets 16-22 75,622 54,242 Other short term deposits 9-22 93,350 66,278 Cash and cash equivalents 9-22 707,811 665,805 Total current assets 4,694,586 4,797,629 Assets held for sale 4 42,347 42,581

TOTAL ASSETS 15,561,669 17,039,886 (1) Effect of the final goodwill allocation.

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1.2 LIABILITIES AND EQUITY

12/31/2007 (In thousands of euros) Notes 12/31/2008 restated(1) Issued capital 168,654 164,506 Share premium - 65,850 Fair value reserves 537,982 1,646,167 Hedging reserves (217,539) 18,653 Share-based payment reserves 39,672 27,775 Foreign currency translation reserves (180,709) (31,629) Treasury shares (135,325) (164,352) Retained earnings 3,713,842 3,690,676 Equity attributable to equity holders of the parent 10 3,926,577 5,417,646 Minority interests 10 455,330 546,933 Shareholders’ equity 4,381,907 5,964,579 Interest on limited partnership funds 338,132 225,950 Provisions 11 35,953 46,688 Employees benefit liabilities 11-12 95,316 91,257 Interest-bearing loans and borrowings 13-22 5,456,440 5,119,100 Deferred income tax liabilities 21 655,912 895,717 Other non-current liabilities 14-22 235,318 5,182 Total non-current liabilities 6,478,939 6,157,944 Current portion of provisions for liabilities 11 138,258 144,938 Employee benefits liabilities due in less than one year 11-12 1,392 2,852 Current income tax payable 16 126,745 148,811 Trade and other payables 15-22 971,756 971,098 Other liabilities 16-22 481,932 509,386 Other financial liabilities 14-22 464,732 65,548 Bank overdrafts and current portion of loans 13-22 2,177,876 2,848,640 Total current liabilities 4,362,691 4,691,273 Liabilities directly linked to assets held for sale - 140 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 15,561,669 17,039,886 (1) Effect of the final goodwill allocation.

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2 CONSOLIDATED INCOME STATEMENT

2007 (In thousands of euros) Notes 2008 restated(1) Revenue from continuing operations 18 4,053,960 2,993,382 Other income 18 157,672 1,267,162 Cost of sales (1,339,917) (952,694) Taxes (70,516) (58,470) Employee benefits expenses 19 (922,367) (573,580) Administrative expenses (1,011,164) (1,007,937) Depreciation allowances (excluding intangible assets related to acquisitions) (234,422) (155,771) Additions to, or reversal of provisions 4,291 (29,272) Changes in work-in-progress and finished goods 1,424 (2,814) Other operating revenue and expenses 15,487 9,496 Operating income before other income and expenses 654,448 1,489,502 including savings on depreciation from the application of IFRS 5 - 39,047 Depreciation allowances of intangible assets related to acquisitions (70,423) (20,093) Impairments on goodwill 1 (76,836) (51) Other revenue and expenses (11,832) (8,969) Operating income 495,357 1,460,389 Revenue from cash and cash equivalents 20 43,863 (2,606) Finance costs-gross 20 (539,688) (350,914) Finance costs-net 20 (495,825) (353,520) Other financial income and expenses 20 (59,261) (7,567) Share of income in associates 6 78,364 106,107 Income t ax 21 (89,693) (66,988) Net income other than from discontinued operations (71,058) 1,138,421 Net income from discontinued operations - 54 NET INCOME (71,058) 1,138,475 Minority interests 10 (10,041) 237,392 Income after minority interests (61,017) 901,083 Basic earnings per share 10 (1.15) 16.29 Diluted earnings per share 10 (1.14) 16.27 (1) Effect of the final goodwill allocation and other restatements.

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3 STATEMENT OF RECOGNIZED INCOME AND EXPENSE

Several standards and interpretations require or permit certain in equity and in accordance with section 93 B of IAS 19, Eurazeo is income and expense items to be recognized directly in equity. required to produce the following statement of recognized income Following the option to recognize actuarial gains and losses directly and expenses:

2007 (In thousands of euros) 2008 restated Net income for the period (71,058) 1,138,475 Fair value gains (losses) before taxes of available-for-sale financial assets (1,108,272) 249,087 Hedging reserves (276,969) 5,933 Recognition of actuarial losses/gains in equity (16,503) 14,606 Foreign currency translation reserves (172,498) (39,917) Tax impact 238,413 (28,187) Total revenue and expenses recognized directly in equity (1,335,829) 201,522 Total revenue and expenses recognized for the period (1,406,887) 1,339,997 Attributable to:

I Eurazeo shareholders (1,346,165) 1,105,937

I Minority interests (60,722) 234,060

Note 10 to the consolidated financial statements shows changes in equity (attributable to the group and minority interests).

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4 CONSOLIDATED CASH FLOW STATEMENT

2007 (In thousands of euros) Note 2008 restated(1) Net cash flows from operating activities Consolidated net income (71,058) 1,138,475 Net depreciation and provision allowances 377,412 209,408 Impairments (including on financial assets ) 274,704 - Unrealized gains (losses) from changes in fair value (36,692) (203,941) Recognized revenue and expenses related to stock options 6,145 3,901 Other recognized revenue and expenses 4,170 10,747 Capital gains (losses) from disposals (304,648) (868,125) Dilution gains and losses 3,058 (55,826) Share of income of entities accounted for by the equity method (78,364) (106,111) Dividends from non-consolidated entities (251) (242) Cash flows after net finance cost and tax 174,476 128,286 Net finance cost 495,825 353,520 Income t axes 89,693 66,988 Cash flows before net financial debt servicing and tax 759,994 548,794 Income t axes paid (157,494) (55,989) C hanges in operating WCR (including employee benefits payable) 491,907 181,321 Net cash flows from operating activities 1,094,407 674,126 Net cash flows from investing activities Purchases of intangible assets (24,172) (14,474) Proceeds from sales of intangible assets 669 7,939 Purchases of property, plant and equipment (386,479) (222,069) Proceeds from sales of property, plant and equipment 9,155 20,408 Disbursements for purchases of non-current financial assets I Equity holdings (1,188,638) (2,289,759) I Receivables from investments - (41,038) I Portfolio investments (88,765) (1,304,430) I Receivables from portfolio securities (1,924) - I Other non-current financial assets (255,566) (70,354) Proceeds from sales of non-current financial assets I Equity holdings - 1,281,714 I Receivables from investments -- I Portfolio investments 1,797,559 152,428 I Receivables from portfolio investments -- I Other non-current financial assets 13,864 4,076 Impact of changes in the consolidation scope (104) 5,038 Impacts of the application of IFRS 5 - 36,359 Dividends received from associates 3,672 242 Investment grants - 300 Impact of changes in other short-term deposits (45,579) 40,277 Net cash flows from investing activities (166,308) (2,393,343)

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2007 (In thousands of euros) Note 2008 restated(1) Net cash flows from financing activities Proceeds from issuance of shares I paid by parent company shareholders -- I paid by minority shareholders of consolidated entities 5,676 429,085 I paid by the “Limited Partners” of the Eurazeo Partners fund 116,292 186,884 Proceeds from the exercise of stock options 1,017 10,139 Treasury share repurchases and resales (103,500) (209,728) Dividends paid during the fiscal year I by the parent company to its shareholders (62,601) (56,828) I to minority shareholders of consolidated companies (12,313) (259,334) Proceeds from new borrowings 1,695,343 4,357,251 Repayment of borrowings (2,069,035) (2,230,397) Net interest paid (481,025) (324,678) Other changes resulting from financing activities (4,776) - Net cash flows from financing activities (914,922) 1,902,394 Net change in cash and cash equivalent 13,177 183,177 Cash at the beginning of the year 634,817 462,252 Net foreign exchange difference 2,081 (10,612) Cash at year end (net of bank overdrafts) 9 650,075 634,817 (1) Effect of the final goodwill allocation.

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5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

GENERAL CONTEXT AND CONDITIONS IN WHICH THE CONSOLIDATED FINANCIAL STATEMENTS WERE PREPARED 125 I – Basis of preparation 125 II – Presentation of restated comparative statements 125

ACCOUNTING METHODS AND NOTES TO THE FINANCIAL STATEMENTS 125 I – Accounting methods and principles – Compliance 125 II – Explanatory notes 135 Note 1 – Business combination and goodwill 135 Note 2 – Intangible assets 142 Note 3 – Plant, property and equipment 144 Note 4 – Investment properties and income from property holdings 145 Note 5 – Available-for-sale financial assets 147 Note 6 – Investments in associates 149 Note 7 – Trade and other receivables 152 Note 8 – Vehicle fleet 153 Note 9 – Cash assets 154 Note 10 – Equity and earnings per share 155 Note 11 – Provisions 157 Note 12 – Employees benefit liabilities 158 Note 13 – Net debt 160 Note 14 – Derivatives and other non-current assets and liabilities 165 Note 15 – Trade and other payables 168 Note 16 – Other assets and liabilities 168 Note 17 – Segment reporting 168 Note 18 – Operating income 171 Note 19 – Number of employees and payroll expenses 172 Note 20 – Financial income 173 Note 21 – Taxes 174 Note 22 – Other information concerning financial assets and liabilities 175 Note 23 – Related-party disclosures 177 Note 24 – Subsidiaries and associates 178 Note 25 – Other information 184

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GENERAL CONTEXT AND CONDITIONS IN WHICH THE CONSOLIDATED FINANCIAL STATEMENTS WERE PREPARED

I – Basis of preparation

The Eurazeo consolidated financial statements for the year ended The consolidated financial statements encompass the financial December 31, 2008 have been prepared in accordance with statements of Eurazeo and its subsidiaries and associates, for the the International Financial Reporting Standards (IFRS) adopted year to December 31. In the case of subsidiaries or associates by the European Union and applicable to fiscal periods ending with fiscal years ending on a date other than December 31, the December 31, 2008. consolidated financial statements use accounts covering the period from January 1 to December 31. The financial statements of all The consolidated financial statements were authorized for subsidiaries and associates accordingly cover the same period publication by the Executive Board of Eurazeo on March 17, 2009. as those of the parent corporation and use consistent accounting They were reviewed by the Audit Committee on 19 March, 2009 policies. Adjustments are made to bring into line any dissimilar and by the Supervisory Board on March 26, 2009. accounting policies that may exist.

II – Presentation of restated comparative statements

FINAL ALLOCATION OF GOODWILL Furthermore, for a better understanding of its financial performance, Eurazeo chose to present on a specific line of its income statement, The previously published statements as of December 31, 2007 have the amortization expense for its customer contracts and customer been restated to reflect the impact of the final allocation of goodwill. relationships recognized following to business combinations. Therefore, in accordance with §62 of IFRS 3, the comparative annual financial statements have been restated as if the allocation had been completed on the date of acquisition. IMPACT OF ALL RESTATEMENTS As the main restatements are primarily linked to impacts of the OTHER RESTATEMENTS final allocation of goodwill, the reconciliation table between the published statements and the restated comparative statements is Due to their nature, the rental and maintenance expenses of presented in Note I under “Business combinations and goodwill”. Europcar’s vehicle fleet have been reclassified from “Administrative expenses” to “Cost of sales”.

ACCOUNTING METHODS AND NOTES TO THE FINANCIAL STATEMENTS

I – Accounting methods and principles – Compliance

BASIS OF PREPARATION OF THE CONSOLIDATED standard have no impact on Eurazeo’s consolidated financial FINANCIAL STATEMENTS statements. The accounting principles used to prepare the consolidated financial These principles are not different from the IFRS as published by statements are compliant with IFRS standards and interpretations the IASB, given that the application of the following standards and as adopted by the European Union on December 31, 2008 and interpretations, mandatory application for fiscal years starting on or available on the website: http://ec.europa.eu/internal_market/ after January 1, 2008 and not yet endorsed by the European Union accounting/ias_fr.htm#adopted-commission. have no impact on the financial statements of Eurazeo group.

The accounting principles used are consistent with those used I IFRIC 14: The limit on a defined benefit asset, minimum funding to prepare the annual consolidated financial statements for the requirements and their interaction, effective for annual periods year ended December 31, 2007 except for the adoption of the beginning on or after January 1, 2008; amendment of IAS 39 and IFRS 7 “Reclassification of financial assets” applicable from July 1, 2008. These amendments to the

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I IFRIC 12: Service concession arrangements, effective for annual the period were prepared in this context, in particular for valuing periods beginning on or after January 1, 2008; non current assets and measuring financial instruments:

The Group has not opted for early implementation of standards and I in connection with the application of IAS 36 “Impairment of interpretations not mandatory in 2008: Assets” to its goodwill and to its intangible assets and IAS 28 “Investment in associates”, the Group had to, following I IAS 1 revised: Presentation of financial statements, effective for the financial crisis, thoroughly review its impairment test annual periods beginning on or after January 1, 2009; procedures. The assets’ values have been assessed in the I IAS 23: amendments relating to borrowing costs effective for basis of a long-term perspective and were measured with a set annual periods beginning on or after January 1, 2009; of assumptions taking into account an economic and financial crisis with an expected duration, in particular in its effects on I IFRS 8: Operating segments , effective for annual periods future cash flow from the business. The financial parameters beginning on or after January 1, 2009; used for these measurements (notably the discount rate) reflect I IFRIC 13: Customer loyalty programs, effective for annual the market condition on the closing date; periods beginning on or after July 1, 2008; I application of IAS 32-39 and IFRS 7 on financial instruments: I IFRS 3 revised (2008): Business Combinations, effective for the Group’s financial policy does not include carrying out annual periods beginning on or after July 1, 2009; trading transactions. The derivative instruments used in the Group are simple and used exclusively in connection with I IAS 27 revised (2008): Consolidated and separate financial the implementation of hedges or traditional financing deals. statements, effective for annual periods beginning on or after Accordingly, the Group did not see the need to use the July 1, 2009; amendment to IAS 39 and IFRS 7 published and adopted by I Amendments to IFRS 2: Vesting conditions and cancellations, the European Union in October 2008 allowing it to reclassify effective for annual periods beginning on or after January 1, certain financial assets in the 2nd half of 2008. Furthermore, the 2009; swaps valuation models take counterparty risks into account. I Amendments to IAS 32: Puttable financial instruments and Critical accounting estimates and assumptions obligations arising on liquidation, effective for annual periods beginning on or after January 1, 2009; Recoverable value of goodwill and intangible assets with an indefinite useful life and investments in associates The process used by Eurazeo to determine the potential impacts of these new standards or interpretations on the Group’s consolidated The Group performs annual impairment tests on goodwill financial statements is ongoing. At this stage of the analysis, Eurazeo (€3,082.3 million at December 31, 2008) and intangible assets with does not anticipate any significant impact on its consolidated an indefinite useful life (trademarks: €941.7 million), as prescribed financial statements. In particular, the adoption of IFRS 8 should by IAS 36 “Impairment of assets”. not generate the reallocation of goodwill on the new combinations Furthermore, against the backdrop of a financial markets slump of cash generating units, as the assets are tested at the level of and an economic downturn, the Group tested all its investments operating segments as defined under IFRS 8. in associates (€2,007.2 million) for impairment, in accordance with The consolidated financial statements are prepared on an historical IAS 28 “ Investments in associates”. cost basis , except for investment properties, derivative financial The recoverable amounts of cash-generating units are calculated on instruments and available-for-sale financial assets that have been the basis of their value in use or their fair value net of disposal costs. measured at fair value. The financial statements are in euros, with These calculations involve the use of estimates. These estimates, thousands omitted. together with a sensitivity analysis of assumptions are presented according to the nature of assets tested in the notes below:

CRITICAL ACCOUNTING ESTIMATES I Note 1, Business combination and goodwill; AND JUDGMENTS I Note 2, Intangible assets; When preparing its consolidated financial statements, Eurazeo must make estimates and assumptions that affect the carrying amount I Note 6, Investments in associates. of certain assets, liabilities, revenue and expenses and can have The tests resulted in the recognition of a €76.8 million goodwill an impact on the information contained in the notes to the financial impairment for the APCOA group. statements. Eurazeo reviews these estimates and judgments on a regular basis, taking into consideration past experience and other Estimating the fair value of identifiable assets factors deemed relevant in light of economic conditions. and liabilities, together with any contingent liabilities, when allocating goodwill Depending on changes in those assumptions or if conditions vary from those anticipated, amounts in future financial statements could When allocating the goodwill resulting from business combinations, differ from the current estimates. the Group is required to estimate the fair value of any assets and liabilities as well as any contingent liabilities at the time of acquisition. In particular, 2008 was marked by an economic crisis whose scope Note 1 details the allocations made during the fiscal year, and and duration beyond December 31, 2008 cannot be precisely explains the existence of any unallocated residual goodwill. anticipated. As a result, the consolidated financial statements for

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More specifically, the Group estimated the fair value of the Elis Recognition of assets related to vehicles on short-term trademarks and customer contracts and relationships on the operating leases acquisition date. The value of this trademark (€220.6 million) As indicated in the section on “Fleet of vehicles on short-term was calculated using the royalties’ method, supported by a leases”, vehicles purchased under a buyback agreement are professional evaluator’s report. The customer contracts of the Elis recognized as operating leases. group (€489.3 million) were measured using the so-called surplus profit method, supported by a professional evaluator’s report. The Manufacturer contracts have been analyzed on the basis of the methods and assumptions made by the evaluator and the sensitivity IFRIC 4 interpretation “Determining whether an arrangement of the assumptions are described in Note 2. contains a lease”, as a result of which Eurazeo has concluded that these are essentially operating leases insofar as the manufacturer Fair value of investment properties does not transfer the risks and benefits of vehicle ownership: The fair value of investment properties (€1,074.1 million at I Europcar uses its vehicles for a short period, compared with December 31, 2008) was calculated with the help of an appraiser’s the useful life of the asset; report. The methods and assumptions made by the appraiser and the sensitivity of the assumptions are described in Note 4. I The residual value on expiry of the contract is significant; I Europcar is not exposed to any significant residual risk. Critical judgments in applying accounting policies Any difference between the price initially paid and the buyback value In the process of applying the group’s accounting policies, Eurazeo (the manufacturer’s obligation) is recognized as a prepaid expense has made the following judgments, apart from those involving pertaining to the lease. Receivables from buyback agreements are estimations, which have the most significant effect on the amount recognized separately for an amount corresponding to the final recognized in the financial statements . buyback value. Determining the significant or prolonged nature decline in fair value of available-for-sale (AFS) assets CONSOLIDATION METHODS Impairment of AFS assets (€1,555.1 million) is recognized in profit and loss when there is an objective indication of long-term Subsidiary companies impairment resulting from one or several events that have occurred Subsidiary companies are consolidated wherever the Group holds since the acquisition. A significant or prolonged decline below the a controlling interest, usually as a result of holding a majority stake. acquisition value is a sign of possible impairment that requires the The rule applies regardless of the actual percentage of shares held. Group to carry out qualitative analysis. The notion of control has to do with ability to govern the financial Due to the limited number of AFS assets, the prolonged nature of and operating policies of an entity so as to obtain benefits from a decline in fair value is assessed on a case by case basis. This its activities. Minority interests in subsidiaries are shown in the analysis is detailed in Note 5. Unrealized losses on AFS assets balance sheet under a different category from equity. The minority reclassified in income during the year stood at €197.9 million. shareholders’ portion of income is clearly shown in the income statement. Recognition method for investment in Accor group The income and expenses of subsidiaries purchased or disposed of As indicated in the section on “Associates”, the companies in during the fiscal year are included in the income statement from the which the Group has significant influence in terms of financial and acquisition date or up to the disposal date, as the case may be. operational decisions are consolidated according to the equity method. As of December 31, 2008, Eurazeo and Colony, acting in Associates concert, held 22.38% of the capital and 20.04% of the voting rights, and had three seats on the Accor Board of Directors (including a Companies in which the Group exercises significant influence on seat with an appointment to the Audit Committee attached). As financial and business decisions but does not have majority control a result, since the Eurazeo representative to the Accor Board of are accounted for in accordance with the equity method. Directors was appointed in summer 2008, the capacity to exercise significant influence was established and the investment in Accor Business combinations group was consolidated under the equity method as of July 1, Business combinations are accounted for by applying the purchase 2008. method. Accordingly, when an entity in which Eurazeo has an Recognition of interests held by Limited Partners (LPs) exclusive controlling interest is first consolidated, its assets, liabilities within the Eurazeo Partners fund and contingent liabilities are measured at fair value. Any resulting differences in valuation are recognized for the assets and liabilities As indicated in the section entitled “Interest on limited partnership concerned, including minority interests, and not just for the portion funds”, funds brought as part of the syndication of investments by of equity acquired. The residual difference between the fair value Eurazeo are liabilities that are not covered by the IFRS definition of the consideration given and the net fair value of the identifiable of equity instruments. They are presented as a separate balance assets and liabilities acquired is accounted for as goodwill. Negative sheet item and are measured relative to the consolidated balance goodwill is immediately recognized in the income statement. sheet value of assets to be distributed in consideration for capital contributions on liquidation of the fund. When a subsidiary is sold, net (positive) goodwill is included in the calculation of gains or losses from the sale.

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Goodwill resulting from the purchase of an associate is included For the purpose of consolidation, the assets and liabilities of group in that entity’s carrying amount and shown on the “Investment in entities that keep their books in foreign currencies are translated an associates” line. using the exchange rate in effect at the end of the period. Income statement items are translated using the average exchange rate Transactions with minority interests for the period. Unrealized foreign-exchange gains and losses are reported on a separate line in the balance sheet under (“Foreign The Group has opted to recognize transactions with minority interests currency translation reserve”). in the same way as transactions with external third parties. Losses and gains arising as a result of disposals for the benefit of minority interests are recognized in the income statement. Acquisitions of SEGMENT REPORTING shares from minority interests generate goodwill representing the Segment information is presented as it pertains to the line of difference between the price paid and the corresponding book business and the geographical segment. The primary segment value of the proportion of net assets acquired. information format is related to the line of business, provided that Dilution gains and losses are recognized in the income it is representative of the Group’s management structure and the statement. development of its activities. Geographic segment information (secondary segment) is not disclosed, as it is not considered relevant in the case of Eurazeo. FOREIGN CURRENCY TRANSLATION Transactions by group entities in foreign currencies are translated into the functional currency at the spot exchange rate at the date of INTANGIBLE ASSETS (OTHER THAN TRADEMARKS) the transaction. The foreign-currency value of assets and liabilities Intangible assets (other than trademarks) are measured at cost is translated at the spot exchange rate in effect on the last day of less accumulated amortization and impairments. The useful life the period. Foreign-exchange gains and losses are recognized in of intangible assets is assumed to be finite and amortization is the income statement. recognized as an expense, generally calculated on a straight-line basis over their estimated useful life:

Straight line amortization Relevant Group Intangible fixed assets categories APCOA Elis Europcar B&B Hotels Customer contracts and relationships 25 years 4 and 11 years - - Patents and licenses 12 months 12 months 12 months 12 months Leased vehicle fleet management software* - - 6 to 10 years - Other software - 5 years 3 years - Designs - 3 years - - Leaseholds - - 10 years - * Various amortization periods according to the components.

Amortizations are recognized from the date on which the asset is ready to come on stream.

TRADEMARKS I exposure to fluctuations in the economy; Only acquired trademarks with a fair value that can be reliably I major developments in the sector liable to have an impact on measured and which are identifiable and widely known are the trademark’s future; recognized as assets, at the value placed on them when they were I age of the trademark. acquired. Costs incurred to create a new trademark or to develop an existing one are recognized as expenses.

Trademarks with a finite useful life are amortized over their useful PROPERTY, PLANT AND EQUIPMENT life. Trademarks with indefinite useful lives are not amortized but are Property, plant and equipment other than ANF’s real estate subject to impairment tests on an annual basis or whenever there holdings, which are accounted for at fair value, are carried in the is an indication that their value may have been impaired. balance sheet at their historical cost for Eurazeo, less accumulated depreciation and impairments. The determination of whether a trademark has a finite or indefinite life is based in particular on the following factors: As prescribed by IAS 16 “Property, plant and equipment” only those items whose cost can be reliably measured and which are likely I overall place of the trademark in the sector, as measured by to produce future benefits for Eurazeo are recognized as assets. sales volume, international scope and renown; More specifically, the cost of improvements or renovation work to I long-term return outlook; facilities acquired as a result of new or renewed car park leases are recognized as fixtures and fittings costs.

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Assets financed by way of leases with purchase options or long-term Assets leased out under agreements that do not transfer leases, which transfer to the lessee substantially all of the risks and substantially all of the risks and rewards attached to their ownership rewards related to the asset, are accounted for as fixed assets and to the lessee (operating leases) are recognized as non-current depreciated in accordance with accounting principles applicable assets. Other leased out assets (financial leases) are recognized to property, plant and equipment. The cost of assets includes the as receivables for the amount corresponding to the net investment upfront costs directly related to securing the lease (negotiation in the lease. expenses, legal charges, etc.). The financial commitments arising Specifically, the lease and service agreements for Elis have been as a result of these contracts are recognized as debt. determined not to transfer to the lessee substantially, nearly all of the risks and rewards deriving from the ownership of the articles (textile, appliances, etc.) covered by service agreements. These articles are then recognized as fixed assets.

Depreciation is calculated on a straight-line basis over the following useful lives:

Straight-line amortizations in years Relevant thresholds Property, plant & equipment categories APCOA Elis Europcar B&B Hotels Car parks 50--- Buildings - 25 to 50 25 to 50 - Structure – Outside walls – Carpentry – Roofs - - - 35 Pipes – Bathrooms – Outside woodwork - - - 20 Air conditioning – Waterproofing – Façade cleaning - - - 10 Indoor paint – Tiling – Carpeting - - - 5 Production equipment - 10, 15 or 30 - - Equipment and tools - - 6 to 12 5 to 10 Computers - 5 - - Leased articles* - - - - Fabric items - 2 to 3 - - Equipment and other rental items - 2 to 5 - - Vehicles 4 to 8 4 to 8 - - Furniture 5 to 10 5 to 10 3 to 15 5 Fixtures and fittings 3 to 15 3 to 15 3 to 15 5 to 10 * Initially recognized as stocks and transferred to assets following allocation the Group rental center.

Depreciations are recognized from the date on which the asset is ready to come on stream. Land is not depreciated.

INVESTMENT PROPERTIES IMPAIRMENT OF NON-FINANCIAL ASSETS Investment properties are measured initially at their historic cost. As prescribed by IAS 36 “Impairment of assets”, whenever the The related transaction costs are included in the initial valuation. value of property, plant and equipment is exposed to a risk of Subsequent to initial recognition, they are stated at fair value. Gains impairment due to events or changes in market conditions, a careful and losses arising from changes in the fair value of investment review is made to determine whether their carrying amount is less properties are recognized in the income statement for the period than their recoverable amount, defined as the greater of fair value in which they occur. (less disposal costs) or value in use. Value in use is calculated by discounting future cash flows expected from the use of the asset The value of investment properties is determined on the basis of and the proceeds from its sale. an appraiser’s report. If recoverable amount is less than net book value, impairment is recognized, corresponding to the difference between those two values. The impairment of assets can be subsequently reversed (by up to the amount of the initial impairment) if their recoverable amount again rises above their carrying amount.

Likewise, impairment tests are always performed on goodwill and intangible assets with an indefinite useful life, at the end of the year or if there are signs of impairment. However, any impairment recognized on goodwill cannot be subsequently reversed.

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FLEET OF VEHICLES ON SHORT-TERM OPERATING Financial assets at fair value through profit or loss LEASES Securities at fair value through profit and loss include financial assets Most of the vehicles rented out by the Group (under operating held for trading and classified as such if they were purchased with leases) are covered by buyback agreements with their manufacturer. the intention of reselling them over a short period of time. Derivative These vehicles are recognized as current assets, as the agreements instruments are also designated as held for trading, unless they are are generally for a period of less than twelve months. qualified as hedging instruments.

The difference between the price initially paid and the buyback These financial assets are considered as current assets. At the end price (manufacturer’s obligation) is treated as a prepaid vehicle of each accounting period, their fair value is recalculated and any operating lease. Leasing expenses are recognized in the income variation is reported in the income statement. statement and are calculated on a straight-line basis over the term Available-for-sale financial assets of the lease. An asset corresponding to the buyback price of the Available-for-sale financial assets are non-derivative instruments vehicles is also recognized. assigned to this category or those that are not assigned to any other category. These financial assets are held for an indefinite NON-CURRENT ASSETS (OR GROUPS OF ASSETS) period of time and may be sold if there is a need for cash. They are CLASSIFIED AS HELD FOR SALE considered as non-current assets, unless the company intends to hold them for less than twelve months (in which case they are Non-current assets (or groups of assets) are considered as held treated as current assets). for sale and stated at the lower of their carrying amount and their fair value, less costs to sell if their carrying amount is recovered Listed securities are valued at their last market price on the closing principally by means of a sale transaction rather than by means of date. their continuous use. For this to be the case, an asset (or a group Unlisted investments are measured at fair value (market value or the of assets) must be available for immediate sale in its current state, value at which market traders would agree to buy and sell them), in subject only to terms that are usual and customary for sales of such compliance with the recommendations of IPEV (International Private assets, and its sale must be deemed highly probable. Equity Valuation Guidelines). The values obtained are then adjusted In the case of financial instruments or investment property classified to reflect the specific legal status of investments (subordination, as held for sale, the applicable rules for measurement are those of commitments, etc.). IAS 39 and IAS 40 respectively. Limited partnership investment funds are valued on the basis of their underlying assets, investment by investment: FINANCIAL ASSETS AND LIABILITIES I listed securities are valued at their closing trading price on the Initial recognition of financial assets and liabilities last day of the period, and adjusted to take account of any reduced liquidity or lock-ups; When first recorded in the balance sheet, financial instruments are measured at cost, meaning the fair value of consideration paid I the value of unlisted securities is estimated by fund (for assets) or received (for liabilities). Fair value is determined on managers. the basis of the price agreed upon for the transaction or of market If there is no reliable indication of fair value, securities are recognized prices for comparable transactions. In the absence of a market at cost. price, fair value is calculated on the basis of the discounted cash flows from the transaction, or by using a model. Discounting is Changes in fair value are recognized in equity, net of deferred taxes. unnecessary if its impact is not material. For example, short-term In case of an objective indication that a financial asset may be receivables and liabilities arising in the course of the operating cycle impaired (such as the significant or prolonged drop of the assets are not discounted. value below its entry cost), an analysis is conducted to determine Expenses directly related to transactions (costs, commissions, fees, if the investment cost can or cannot be recovered. The analysis taxes, etc.) are added to the entry value of assets and deducted takes all observable data into account (trading price, national or from that of liabilities. local economic situation, industry indices) as well as any specific observation of the relevant entity. In the event where this loss of Recognition of financial assets value is considered irreversible, impairment is recognized through profit or loss and cannot be reversed to income unless the securities Financial assets are broken down into four categories: are sold. I financial assets at fair value through profit or loss; Held-to-maturity financial assets I available-for-sale financial assets; Held-to-maturity investments are assets with fixed maturities that I held-to-maturity financial assets; the Company has acquired with the intention and the ability to hold until their maturity date. They are considered as non-current I loans and receivables. assets (except for those securities which mature in twelve months The classification is based on the reasons behind the acquisition of or less, which are considered current assets). They are measured the financial assets. It is determined at initial recognition. at amortized cost using the effective interest method.

In the event of the sale of financial assets, the first-in first-out Where necessary, a provision for impairment on the basis of credit method is applied to assets of the same company. risk may be entered.

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Loans and receivables I hedging the fair value of a recognized asset or liability (fair value Loans and receivables are non-derivative financial assets with fixed hedge); or determinable payment that are not listed on an active market. I derivative instrument that does not meet the hedge accounting They are included in current assets, apart from those with maturity criteria. dates greater than 12 months after the closing date. These are classified as non-current assets. The impact of the change in fair value of the derivative instruments included in so-called “fair value” hedge relations and derivative Recognition of borrowings instruments not qualified for hedge accounting during the year is recorded in the income statement. However, the impact of the Borrowings are initially recognized at fair value, net of trading costs efficient portion of the fair value change of the derivative instruments incurred. Borrowings are subsequently measured at their amortized included in the so-called “cash flow ” hedge relations is directly cost, any difference between the income (net of trading costs) and booked in equity, the inefficient portion recognized in the income the repayment value is recognized in income over the term of the statement. borrowing pursuant to the effective interest rate method. The Group documents the relation between the hedge instrument Convertible bond debts are hybrid financial instruments combining and the hedged item from the beginning of the transaction, as debt and equity components. The value of both components must well as the risk management objectives and its hedging policy. be calculated on the issue date and must be shown separately on The Group also documents the measurement, at the beginning of the balance sheet. the hedging transaction and on a permanent basis, of the highly- On the issue date, the debt portion is recorded as a liability efficient feature of the derivatives used to offset the fair value corresponding to the present value of future repayments, calculated changes or the cash flow of the hedged items. using the market rate in effect on the date of issue for an equivalent The fair value of a derivative hedging instrument is classified as non-convertible bond with an identical maturity, plus the relevant a non recurring asset or liability where the residual term of the spread applicable on the date of issue to similar debt instruments. hedged item is greater than 12 months, and in current assets or At the end of each period, the value of the financial liability is liabilities where the residual term of the hedged item is less than recalculated at the amortized cost, using the effective interest rate 12 months. Derivative instruments held for trading are classified in method. current assets or liabilities. The outstanding issue income is assigned to the conversion option and recognized in equity, net of taxes. Case of derivatives included in cash flow hedge relationships Borrowings are classified as current liabilities, unless Eurazeo has an unconditional right to defer payment of the liability by at least The application of cash flow hedge accounting allows the deferral 12 months after the closing date, in which case these borrowings in an equity reserve account of the impact in profit or loss of the are classified as non current liabilities. efficient portion of the changes in the fair value of the designated derivative.

Transfers of financial assets and liabilities The efficient portion of the fair value changes of derivative instruments The Company derecognizes financial assets whenever the rights which meet the cash flow hedge criteria and designated as such that make up the assets expire or are relinquished, or when the is recognized in equity. The gain or loss related to the inefficient Company transfers or assigns its rights and is no longer affected portion is immediately recognized in the income statement. The by most of the associated risks and rewards. aggregate amounts in equity are recycled in income for as long as the hedged item has an impact on profit or loss. The Company derecognizes financial liabilities when a debt is extinguished. Whenever a liability is exchanged with a creditor for When a hedging instrument matures or is sold, or when a hedge one with materially different terms and conditions, a new liability no longer meets the hedge accounting criteria, the aggregate gain is recognized. or loss recorded in equity on that date is maintained in equity, then is subsequently recorded in income when the planned transaction is ultimately recognized in income or loss. Where the completion DERIVATIVE FINANCIAL INSTRUMENTS of the transaction is not planned, the aggregate profit or loss which AND HEDGING DERIVATIVES is recorded in equity is immediately transferred into the income Whether used for hedging purposes or not, derivative financial statement. instruments are initially measured at their fair value on the date on which the derivative contract is signed; they are subsequently Case of derivatives included in fair value hedge measured at their fair value. relationship

The method of recognizing related profit or loss depends on whether The application of fair value accounting allows the hedged item to or not the derivative is recognized as a hedging instrument and, if be measured at fair value and for the amount of the hedged risk, appropriate, the nature of the hedged item. Accordingly, the Group this revaluation aims to limit the impact in income of the designated describes derivatives as: derivative’s fair value changes to that of the inefficiency of the hedge. I hedging of a specific risk linked to a recognized liability or a highly-probable future transaction (cash flow hedge);

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The fair value changes of derivative instruments which meet the fair REVENUE RECOGNITION value hedge criteria and are designated as such, are recognized in the income statement; the same applies to the fair value changes Operating leases (as lessor) of the hedged asset or liability that are attributable to the hedged Revenue from operating leases is recognized as revenue in the risk. income statement on a straight-line basis over the term of the When the hedge no longer meets the hedge accounting criteria, the lease. adjustment of the carrying amount of a hedged financial instrument for which the effective interest rate method has been used, shall be Sale of services amortized against income for the residual period until the maturity Revenue from the sale of services is recognized in the period of the hedged item. in which the services are performed, if applicable based on the progress of the transaction as reflected by the services performed Cases of derivatives not qualified as hedges in relation to the aggregate services to be performed. Their fair value changes during the year are booked in the income statement. Sales of goods Revenue from ordinary business is recognized whenever material OTHER SHORT TERM DEPOSITS risks and rewards attached to the ownership of the property concerned are transferred to the buyer. Other short-term deposits include money-market and debt instruments, as well as shares of short-term funds . They are Dividends accounted for and measured at their fair value, changes in their fair value being recognized in income. Revenue from dividends are recognized when the dividend payout is authorized by the Shareholder’s Meeting. When the dividend Eurazeo applies volatility and sensitivity criteria suggested by matches the profit payouts carried out prior to the acquisition of the the AMF in its Notice of March 17, 2006, to differentiate those equity stake, the corresponding revenue is not booked in income assets from “cash and cash equivalents”. Accordingly, and even but instead against the cost of securities. though they are fully liquid, these investments are considered cash allocated to investment transactions from an accounting standpoint, whereas they are actually invested cash balances from an operating TAXES standpoint. Current income tax CASH AND CASH EQUIVALENTS Income tax assets or liabilities due for the year or for previous years are measured at the amount expected to be collected or paid by “Cash and cash equivalents” includes cash, on-demand bank Eurazeo to the tax authorities. The tax rates and rules applied to deposits, other very short-term investments with initial maturities calculate these amounts are the tax rates and rules in effect or of three months or less and bank overdrafts. Bank overdrafts are about to go into effect on the balance sheet date. The current tax recognized in the balance sheet as part of debt under current on items directly recognized in equity is recognized in equity and liabilities. not in income.

EMPLOYEE BENEFITS Deferred income tax Premiums paid by Eurazeo to defined contributions plans are Deferred taxes are booked, by using the liability method for all recognized as expenses for the period in which they are incurred. temporary differences existing on the balance sheet date between In the case of defined benefit plans, the cost of benefits is estimated the tax base of assets and liabilities and their carrying amount on using the projected credit unit method. Under this method, rights the balance sheet. to benefits are allocated to service periods using the plan’s vesting Deferred tax liabilities are booked for all taxable temporary formula and applying a linear progression whenever vesting is differences except: not uniform over subsequent service periods. Future payments corresponding to benefits granted to employees are estimated on I when the deferred tax liability is the result of the initial the basis of assumed pay increases, retirement age and mortality, recognition of goodwill or initial booking of an asset or liability after which their present value is calculated using the interest rate on in a transaction other than a business combination and which long-term bonds issued by firms with the highest credit ratings. at the time of occurrence, neither affects the accounting profit nor the taxable profit or loss; and Actuarial gains and losses relating to obligations arising as a result of defined benefit plans are recognized directly in consolidated I for taxable temporary differences linked to investments in equity. subsidiaries or associates, when the date on which the temporary difference will be reversed can be controlled and when it is probable that the temporary difference will not change in a foreseeable future.

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Deferred tax assets are booked for all deductive temporary Since the liquidation clauses of the co-investment fund provide for differences, tax losses carried forward and unutilized tax credits, the ultimate distribution in kind to the partners of those investments insofar as the probability exists that a taxable profit will be available, not previously sold, these interests are measured with reference on which these deductible timing differences, tax deficits carried to the Eurazeo consolidated balance sheet value of the assets forward and unutilized tax credits may be charged: concerned, and which will be distributed in repayment of the capital introduced. I except when the deferred tax liability tied to the deductive temporary difference is generated by the initial recognition of goodwill or initial booking of an asset or liability in a transaction CO-INVESTMENT BY THE MANAGEMENT TEAMS other than a business combination and which on the transaction OF PRIVATE EQUITY SUBSIDIARIES date, neither affects the book profit nor the taxable profit or tax In connection with the acquisition of certain subsidiaries, Eurazeo loss; and may agree to share its investment profits and risks with the I for deductible temporary differences linked to investments management of acquired entities. The executives concerned are in subsidiaries and associates, deferred tax assets are not accordingly invited to invest large sums relative to their personal recognized unless the probability exists that the temporary assets, alongside Eurazeo. The financial instruments concerned are difference will be reversed in a foreseeable future and the offered at their fair value as determined by conventional models, temporary difference can be charged to a future taxable appropriate for the instruments concerned. profit. Gains from such investments are contingent on Eurazeo achieving a The carrying amount of deferred tax assets is reviewed at each certain return on its own investment. They are therefore highly risky balance sheet date and reduced insofar as it does not seem placements for the concerned executives since the sums invested probable that a sufficient taxable profit will be available to allow can be partially or entirely lost if that yield is not obtained. Eurazeo’s the use of the advantage or all or part of the deferred tax asset. obligation, on the other hand, is limited to paying back a portion of Non-recognized deferred tax assets are revalued at each balance any capital gains (above and beyond the minimum return originally sheet date and are recognized insofar as the probability exists that set) on the shares concerned when they are sold or in the event of a future taxable benefit will allow their recovery. an IPO. The corresponding capital gains are therefore recognized net of the portion paid to outside investors. Deferred tax assets and liabilities are measured at the tax rate whose application is expected in the year in which the asset will be It should also be noted that Eurazeo’s offer to the management of realized or the liability settled, based on the tax rates (and tax rules) subsidiaries benefits the persons concerned only if the shares are that have been enacted or substancially enacted at the balance sold or offered to the public. Hence, Eurazeo has an unconditional sheet date. right to avoid delivering financial assets to settle its obligations under such arrangements, and these financial instruments were The deferred tax on items directly recognized in equity is recognized accounted for as equity instruments. in equity and not in income. Nevertheless, Eurazeo may have made a commitment to buy back Deferred tax assets and liabilities are offset if there is a legally shares of the company holding these financial instruments from the enforceable right to offset current tax assets and liabilities, and executives concerned in certain instances when executives leave. the deferred taxes relate to the same taxable entity and the same Whenever this is the case, a liability is recognized in the amount of tax authority. the implicit obligation.

On the basis of the average return expected by Eurazeo from its PROVISIONS investment in these companies (an IRR of 20% or an equity multiple This heading covers liabilities with an uncertain due date and of of 2), the potential dilution that would result from the exercise of an uncertain amount, resulting from restructurings, environmental the rights by executives would be in the range of 2% and 10% of risks, litigation and other risks. the capital, depending on the subsidiaries concerned, assuming a liquidity event occurs within five years. A provision is set aside whenever Eurazeo has a contractual, legal or implied obligation arising from a past event and when future cash disbursements can be reliably estimated. Liabilities EARNINGS PER SHARE resulting from restructuring plans are recognized when the detailed Basic earnings per share are calculated by dividing net income plans are finalized and it is reasonably expected that they will be after minority interests by the weighted average number of shares implemented. outstanding during the period, excluding repurchased common stock held as treasury shares.

INTEREST ON LIMITED PARTNERSHIP FUNDS Fully diluted net income per share is calculated on the basis of the A number of Limited Partners (LPs) have decided to invest jointly weighted number of shares, as measured by the share buyback alongside Eurazeo as part of the Eurazeo Partners co-investment method. That method assumes that existing options with a dilutive fund. impact will be exercised and that Eurazeo will buy back its shares at their current price for a amount corresponding to the cash received Given the limited life of these entities, the interests of the co-investors as consideration for the exercise of the options, plus the cost of are shown separately from equity in a specific liabilities item entitled stock options that must still be written off. “Interest on Limited Partnership funds”.

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Whenever there is a stock split or a distribution of bonus The terms of this plan were specified and approved at the shares, earnings per share for the previous years are adjusted Supervisory Board meeting of February 19, 2006. The key terms accordingly. of the original agreement (pertaining to 2003 investments) the supplementary agreement (pertaining to investments made in 2004) have been left unchanged for investments made by Eurazeo over CARRIED INTEREST CONTRACTS the four-year period from 2005 to 2008: As investment funds commonly do, Eurazeo has created a “carried I the sharing of any capital gains would take place only after interest” system for the members of the Executive Board and the net income from the investment enables Eurazeo to earn a investment team. preferential return of 6%; The offering of shares on a regulated Under the agreements entered into by Eurazeo and the companies market in France or elsewhere could be considered a representing the beneficiaries, the latter could be entitled, pro rata disposal. of the holding acquired and in addition to the minimum preferential I the right to any capital gains shall accrue to recipients no later return to Eurazeo of 6% per annum (the hurdle), to a portion of any than December 31, 2012, or in the event that Eurazeo changes net aggregate capital gain made on the investments concerned hands; when the last of them is disposed of. In the absence of a specific IFRS provisions to this effect, each capital gain recognized by I the total amount of the call options (promises to sell) granted by Eurazeo is booked net, by way of provision, of the portion likely Eurazeo to members of the Executive Board shall be fixed at to ultimately contribute to the future overall capital gain right of a percentage representing 5% of the interest held by Eurazeo. beneficiaries. The aggregate of all purchase options granted to members of the investment team represents 5% of that interest.

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II – Explanatory notes

Note 1 – Business combination and goodwill

SCOPE OF CONSOLIDATION as well as Financière Truck (Investissement) group, acquired on February 15, 2007 and accounted for under the equity method. Consolidated companies The allocation of the acquisition price mainly pertains to: The consolidated entities are shown in Note 24 “Subsidiaries and I associates”. the Group’s trademarks (€220.6 million for an initial carrying amount of €101.8 million) and the related customer contracts Non-consolidated entities and relations (€489.3 million) for the Elis group; I Non-consolidated entities would not have a material impact on the various assets and liabilities including a trademark which is consolidated financial statements of the group of companies. immediately amortized (€2 million) for Betacar; I Similarly, non-material special purpose entities and/or dormant customer contracts for the Financière Truck (Investissement) entities, the consolidation of which would not have a material impact group and for APCOA group acquisitions. on the fair presentation of the Group’s assets, financial position or In accordance with §62 of IFRS 3, the comparative annual financial income from business, have not been consolidated. statements as of December 31, 2007 have been restated as if the allocation had been completed on the date of acquisition.

EFFECT OF THE FINAL GOODWILL ALLOCATION The impact of these allocations (and other reclassifications ON COMPARABLE FINANCIAL STATEMENTS as described in Note II of the Notes to the financial statements Eurazeo has completed the measurement of the fair value of all under “Presentation of restated comparative statements”) on the identifiable assets and contingent liabilities of the Elis group acquired comparative financial statements as of December 31, 2007 is the on October 4, 2007, from the Betacar group (acquired by Europcar following: on May 18, 2007), the sundry acquisitions of the APCOA group

12/31/2007 12/31/2007 (In millions of euros) net published Europcar Elis APCOA FTI restated net Goodwill 3,648.4 20.2 (437.3) (11.1) - 3,220.2 Intangible assets 1,179.9 - 597.5 19.6 - 1,797.0 Property, plant and equipment 894.7 (0.3) 46.5 - - 941.0 Investment properties 930.4 - - - - 930.4 Investments in associates 883.2 - - - (0.1) 883.1 Available-for-sale financial assets 4,258.4 - - - - 4,258.4 Other non-current assets 39.0 - - - - 39.0 Deferred tax assets 127.7 1.5 0.2 1.2 - 130.7 Total non-current assets 11,961.7 21.5 206.9 9.7 (0.1) 12,199.7 Inventories 46.1 - - - - 46.1 Trade and other receivables 1,356.8 (0.4) - - - 1,356.4 Current tax assets 32.5 - - - - 32.5 Available-for-sale financial assets 3.5 - - - - 3.5 Vehicle fleet 2,530.2 (4.7) - - - 2,525.6 Other assets 101.9 (0.4) - - - 101.5 Other short term deposits 66.3 - - - - 66.3 Cash and cash equivalents 666.3 (0.5) - - - 665.8 Total current assets 4,803.6 (5.9) - - - 4,797.6 Assets held for sale 60.2 (17.6) - - 42.6 TOTAL ASSETS 16,825.4 (2.0) 206.9 9.7 (0.1) 17,039.9

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12/31/2007 12/31/2007 (In millions of euros) published Europcar Elis APCOA FTI restated Issued capital 164.5 - - - - 164.5 Share premium 65.9 - - - - 65.9 Fair value reserves 1,646.2 - - - - 1,646.2 Hedging reserves 18.7 - - - - 18.7 Share-based payment reserves 27.8 - - - - 27.8 Foreign currency translation reserves (30.5) - (1.2) - - (31.6) Treasury shares (164.4) - - - - (164.4) Retained earnings 3,701.7 (1.2) (9.0) (0.8) (0.1) 3,690.7 Equity attributable to equity holders of the parent 5,429.9 (1.2) (10.1) (0.8) (0.1) 5,417.7 Minority interests 549.0 (0.2) (1.7) (0.2) 547.0 Shareholders’ equity 5,978.9 (1.4) (11.8) (1.0) (0.1) 5,964.6 Interest on “limited partnership” funds 226.0 - - - - 226.0 Provisions 38.6 - 3.7 4.3 - 46.7 Employees benefit liabilities 91.3 - - - - 91.3 Interest-bearing loans and borrowings 5,118.9 - 0.3 - - 5,119.1 Deferred income tax liabilities 675.5 - 214.8 5.5 - 895.7 Other non-current liabilities 4.3 - - 0.8 - 5.1 Total non-current liabilities 5,928.6 - 218.7 10.6 - 6,157.9 Current portion of p rovisions for liabilities 144.9 - - - - 144.9 Employee benefits liabilities due in less than one year 2.9 - - - - 2.9 Current income tax payable 148.8 - - - - 148.8 Trade and other payables 971.7 (0.6) - - - 971.1 Other liabilities 574.9----574.9 Bank overdrafts and current portion of loans 2,848.6----2,848.6 Total current liabilities 4,691.8 (0.6) - - - 4,691.2 Liabilities linked to assets held for sale 0.1 - - - - 0.1 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 16,825.4 (2.0) 206.9 9.7 (0.1) 17,039.9

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2007 2007 (In millions of euros) published Europcar (1) Europcar (2) Elis APCOA FTI restated

Revenue from continuing operations 2,993.4 - - - - - 2,993.4 Other income 1,267.3 - - (0.2) - - 1,267.2 Cost of sales (415.6) - (537.1) - - - (952.7) Taxes (58.5) - - - - - (58.5) Employee benefits expenses (573.6) - - - - - (573.6) Administrative expenses (1,545.1) - 537.1 - - - (1,007.9) Depreciation allowance (excluding intangible assets related to acquisitions) (157.5) (2.0) - (1.7) 5.4 - (155.8) Additions to, or reversal of provisions (29.3) - - - - - (29.3) Changes in work-in-progress and finished goods (2.8) - - - - - (2.8) Other operating revenue and expenses 9.4 - - - 0.1 - 9.5 Operating income before other income and expenses 1,487.9 (2.0) - (1.9) 5.5 - 1,489.5 Depreciation allowances of intangible assets related to acquisitions - - - (14.4) (5.7) - (20.1) Other revenue and expenses (9.0) - - (0.1) - - (9.0) Operating income 1,478.9 (2.0) - (16.3) (0.2) - 1,460.4 Revenue from cash and cash equivalents (2.6) - - - - - (2.6) Gross debt servicing cost (350.9) - - - - - (350.9) Net debt servicing cost (353.5) - - - - - (353.5) Other financial income and expenses (7.6) - - - - - (7.6) Share of income of entities accounted for by the equity method 106.2 - - - - (0.1) 106.1 Taxes (73.2) 0.6 - 5.5 0.1 - (67.0) Net income other than from discontinued operations 1,150.8 (1.4) - (10.8) (0.1) (0.1) 1,138.4 Net income from discontinued operations 0.1 - - - - - 0.1 Net income 1,150.9 (1.4) - (10.8) (0.1) (0.1) 1,138.5 Minority interests 239.5 (0.2) - (1.8) - - 237.4 INCOME AFTER MINORITY INTERESTS 911.5 (1.2) - (9.0) (0.1) (0.1) 901.1 (1) Effect of the allocation of goodwill. (2) Reclassifications of Europcar fleet’s leasing and maintenance costs.

FIRST-TIME CONSOLIDATION OF ACCOR GROUP Eurazeo bought 23,061,291 shares through its subsidiary Legendre Holding 19, in which it has an 87.17% stake, raising its stake in Accor Eurazeo announced on May 5, 2008, that together with Colony to 9.14% as at December 31, 2008. Capital, they were upping their stake in Accor and had entered into a five-year shareholders’ agreement in the context of a joint action. Eurazeo and Colony had 20.04% of Accor’s vote as of December 31, The aim of the joint action is to hold 30% of Accor’s share capital 2008 and have three representatives on the Board of Directors of and become a long-term shareholder with in particular a specific the Company. As a result, given the ability to exercise significant commitment to hold the shares for two years. influence, the Accor group is consolidated under the equity method as from July 1, 2008.

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(In millions of euros) 07/01/2008 Equity attributable to equity holders of the parent (carrying amount) 3,236 % holding Legendre Holding 19 10.49% Share in acquired assets after minority interests 339.4 Goodwill before allocation 758.5 Dividends pertaining to the distribution of reported earnings prior to the acquisition 61.6 Purchase price of shares 1,159.5

The purchase price of the shares includes acquisition expenses of shares. As a result the corresponding income was not booked €18.5 million. The price is not subject to an adjustment clause. in income but against the cost of the shares, i.e., for a net cost of €1,097.9 million. Furthermore, Legendre Holding 19 received €61.6 million as dividend on the earnings reported prior to the acquisition of the

GOODWILL (In thousands of euros) 12/31/2008 12/31/2007 Gross value 3,220,171 701,032 Accumulated impairments -- Net carrying amount brought forward 3,220,171 701,032 Acquisitions 46,970 2,532,073 Adjustments resulting from the recognition of changes in the value of assets and liabilities subsequent to acquisition (5,530) (5,100) Disposals (4,246) - Exchange adjustments (98,265) (7,834) Reclassification of assets held for sale - - Changes in gross carrying amount (61,071) 2,519,139 Adjustments resulting from the recognition of changes in the value of assets and liabilities subsequent to acquisition - - Impairments (76,836) - Exchange adjustments -- Other -- Changes in impairments (76,836) - Net carrying amount at year’s end 3,082,264 3,220,171 Gross value 3,159,100 3,220,171 Accumulated impairments (76,836) -

Acquisitions during the period Allocation of goodwill

Investments made during the period have resulted in the Group Elis recognizing the following goodwill: The acquisition of Elis on October 4, 2007 generated initial goodwill I Take over of the master franchise in Asia-Pacific by Europcar of €1,902.8 million. This goodwill was allocated within the period and acquisition of subsidiaries in Australia and in New-Zealand: prescribed by the standard. 63.3 million Australian dollars or €36.9 million;

I various acquisitions by the Elis and APCOA groups: €9.9 million.

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Elis goodwill has been allocated as follows:

Acquired assets and (In thousands of euros) Opening balance sheet Allocation assumed liabilities Elis Intangible assets 106,787 611,831 718,618 Elis Group trademarks - 118,920 - Customer contracts and relationships - 489,300 - Software - 3,611 - Plant, property and equipment 433,881 48,424 482,305 Land and buildings - 41,063 - Other property plant and equipment - 7,361 - Other non-current assets 6,998 - 6,998 Deferred tax assets 12,608 217 12,825 Current assets 293,498 (3) 293,495 Cash, cash equivalents and other short-term deposits 70,926 (14) 70,912 Deferred tax liabilities (87,517) (220,278) (307,795) Financial d ebt (1,472,812) (225) (1,473,037) Provisions and other liabilities (355,953) (3,721) (359,674) Provision for environmental risk - (3,721) - Contingent liability - - - Minority interests (2,517) (348) (2,865) IDENTIFIED ASSETS AND LIABILITIES (994,101) 435,883 (558,218) Goodwill 1,902,836 (435,883) 1,466,953 Purchase price of shares 908,735 - 908,735

The recognized methodology and key assumptions for measuring 2. Calculating future cash flow intangible assets are detailed in Note 2 “Intangible assets”. Goodwill impairment tests are conducted by setting a value in use for each cash-generating unit, using the following method for Unallocated goodwill calculating the recoverable amounts: Unallocated goodwill covers unidentifiable items, such as human capital and the anticipated future benefits of the acquisition, I future cash flow estimates based on the five-year business including the ability of the Group to renew contracts, develop sales plans set by the management of each cash-generating unit and improve operating conditions. and validated by the management team of the parent company responsible for the entity concerned. An explicit period of at Impairment tests least five years may be adopted where cash flows can be estimated with sufficient reliability (long-term contracts offering As prescribed by IAS 36, Eurazeo group allocates goodwill to regular revenue). Future cash flows are estimated on the basis its Cash Generating Units (CGU) for the purpose of conducting of conservative growth assumptions; impairment tests. I the expected cash flow is expressed as the sum of discounted Methodology used for tests cash flows (EBITDA +/- changes in working capital, – normative 1. Tests implementation level tax, – capital expenditures); CGUs are generally geographical regions. I residual value is calculated on an infinite income basis;

The impairment tests applied to the 2 B&B Hotels CGUs, 8 I discounted cash flow is calculated on the basis of the weighted Europcar CGUs, 14 APCOA CGUs and 9 ELIS CGUs resulted in average cost of capital: (WACC), is the minimum return Eurazeo the recognition of impairment in the UK, Croatian, Belgian and expects to earn given the segment-specific risks on the market Norwegian CGUs of APOCA. on which it operates.

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3. Method for calculating the WACC I size-specific premium if the tested company is more modest Eurazeo used the following parameters to calculate the WACC: in size than its comparables.

I risk-free rate and credit spread: quotations observed under Given the sensitivity of the values to the WACC, an independent market conditions on the date of the WACC calculation; professional evaluator was consulted to provide methodological assistance to determine the average weighted cost of capital used I the levered beta of comparable companies: the observed beta to discount the future cash flows of each CGU. on the WACC calculation date (insofar as the beta is the result of a linear progression over the last two years, it reflects a The risk premium reflects a long-term view and should not be medium-term sensitivity of the value of the securities of a given affected by the current market conditions. Stock market values company compared to the general market); have dropped sharply since summer 2008, which has impacted the debt to equity ratio and therefore the calculation of gearing I net debt/equity ratio for comparable companies: ratio calculated of comparable companies used to estimate the average gearing on the basis of market capitalizations over the quarterly of the industry. Conversely, credit spreads are significantly higher observed net debt from December 2006 to December 2008: and more volatile. - the net debt/equity ratio obtained for each comparable is Fundamental assumptions for impairment tests used to unlever the company’s beta, The business plans of equity interests were prepared on the basis - the unlevered beta is representative of the business segment of management’s best estimate of the impacts of the current and will be the beta retained to calculate WACC (as extreme economic downturn. Future cash flow estimates are therefore values are excluded from the average), conservative and reflect, where appropriate, the resilience of the holding’s business. - the “gearing” used to calculate the WACC is derived from the average debt to equity ratio calculated on the basis of the quarterly ratios of comparable companies;

Equity holdings Comments EUROPCAR Length of the explicit period 5 years The business plan is based on the assumption of economic recovery between 2011 and 2013 Weighted average cost of capital 6.01% depending on the countries and on an identical or increase in the daily rental income, driven by a selective contract strategy. Perpetuity growth rate 2.0% Total allocated goodwill €605.2 million, of which 31% in Germany, 17% in the UK and 14% in France. APCOA Length of the explicit period 12 years The business plan is based on the assumption of economic recovery between 2010 Weighted average cost of capital 8.18% and 2011 depending on the countries. The use of an explicit 12-year period helps to highlight the characteristics of the business, backed by the long-term nature of contracts. Perpetuity growth rate 1.5% Total allocated goodwill €631.8 million, of which 37% in Germany, 16% in Norway (before impairment). ELIS Length of the explicit period 5 years The business plan is based on the assumption of the renewed economic growth of some Weighted average cost of capital 7.25% of Group ’s clients affected by the crisis, as from 2010. The change in the working capital requirements of the Group’s French companies takes the impact of the Loi de Modernisation Perpetuity growth rate 2.0% de l’Économie (LME) into consideration. Total allocated goodwill €1,467.7 million, of which 93% in France. B&B HOTELS Length of the explicit period 5 years The business plan reflects the resilience of the hospitality industry, observed for B&B Hotels Weighted average cost of capital 7.12% in the last months of business. Perpetuity growth rate 2.0% Total allocated goodwill €218.7 million, of which 93% in France.

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Overall sensitivity of WACC tests and the perpetuity growth rate The sensitivity of the impairment tests of all equity holdings are detailed as follows (difference between the sum of carrying amounts and the sum of the recoverable values of CGUs):

ELIS Perpetuity growth rate APCOA Perpetuity growth rate (In millions of euros) 1.5% 2.0% 2.5% (In millions of euros) 1.0% 1.5% 2.0% WACC 6.75% 226 456 741 WACC 7.68% 303 359 426 7.25% 0 187 414 8.18% 208 253 307 7.75% (189) (35) 149 8.68% 125 163 207 EUROPCAR Perpetuity growth rate B&B HOTELS Perpetuity growth rate (In millions of euros) 1.5% 2.0% 2.5% (In millions of euros) 1.5% 2.0% 2.5% WACC 5.51% 698 858 1 069 WACC 6.62% 288 347 421 6.01% 593 724 894 7.12% 231 279 337 6.51% 532 650 801 7.62% 183 223 269

The sensitivity analysis presented reflects the aggregate CGUs of Recognition of impairment each of the equity holdings and indicates that the recoverable value Except for certain Cash Generating Units of the APCOA group, of Eurazeo’s investments remains higher than the carrying amount. Eurazeo did not recognize any impairment that impacts the Nevertheless, in accordance with IAS 36, impairments must be recoverable amount of goodwill. measured and booked at the level of each CGU. Accordingly, the change of one of these parameters could have an impact on APCOA notably suffered from the difficult economic conditions Eurazeo’s accounts (impairment) if the recoverable amount of one on the UK market leading to a decline in operating profitability or several CGUs became lower than their carrying amount, even (underperformance of certain contracts) and internal difficulties. if the sum of these recoverable amounts were still higher than the The internal difficulties have been corrected, but the downturn total carrying amount of the equity holding. has not yet been offset by the beneficial effect of the profitability improvement plan launched by Management. In 2008, Eurazeo had to recognize a total of €76.8 million for impairment in the four CGUs of its APCOA investment . Furthermore, in light of the economic crisis, APCOA suffered the negative performance of Norwegian airports with a sharp decline in passenger traffic as well as a drop in the use of car parks in downtown Oslo.

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The following analysis presents the sensitivity of the impairment, posted on APCOA’s goodwill (€76.8 million ) calculated according to the change in WACC and the perpetuity growth rate:

Recognized impairment in the 1st half Recognized impairment in the 2nd half UNITED KINGDOM NORWAY Goodwill before impairment = €137.8 million Goodwill before impairment = €101.2 million Perpetuity growth rate Perpetuity growth rate WACC (in € k) 1.0% 1.5% 2.0% WACC (in € k) 1.0% 1.5% 2.0% 8.10% (35,947) (27,803) (18,204) 8.21% (8,331) (3,354) 2,423 8.60% (60,358) (54,878) (48,568) 8.71% (17,465) (13,357) (8,637) 9.10% (70,130) (65,563) (60,352) 9.21% (25,445) (22,022) (18,125) BELGIUM Goodwill before impairment = €45.2 million Perpetuity growth rate WACC (in € k) 1.0% 1.5% 2.0% 7.50% (5,333) (2,598) 633 8.00% (9,832) (7,605) (5,008) 8.50% (13,698) (11,863) (9,747) CROATIA Goodwill before impairment = €1.1 million Perpetuity growth rate WACC (in € k) 1.0% 1.5% 2.0% 7.68% (948) (885) (813) 8.22% (1,048) (995) (936) 6.68% (1,135) (1,091) (1,041) TOTAL (63,479) (13,357)

Note 2 – Intangible assets

(In thousands of euros) 12/31/2008 12/31/2007 Amortization Europcar trademark 674,300 674,300 Not amortized Straight line National/Alamo/Guy Salmon trademarks 39,615 57,610 over 10 years Elis trademark 207,000 207,000 Not amortized Other Elis Group trademarks 13,406 13,719 Not amortized APCOA/EuroPark trademarks 26,439 27,214 Not amortized B&B Hotels trademark 20,553 20,553 Not amortized Total trademarks 981,313 1,000,396 Commercial contracts and customer relationships 614,244 701,263 Other intangible assets 100,169 95,354 Total intangible assets 1,695,726 1,797,013

The other intangible assets include in particular Europcar vehicle Commercial contracts and customer relationships are amortized fleet management software (€65.9 million) which are amortized over over period of 4 to 25 years, depending on the concerned 5 to 10 years, depending on the components. portfolios.

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VALUATION OF TRADEMARKS DURING Valuation assumptions THE ALLOCATION OF GOODWILL The assumptions adopted for the purpose of valuing Elis trademarks Valuation method are as follows: The Elis group trademarks (Elis, Le Jacquard Français, Molinel and Elis Kennedy) were measured according to the royalties method. This Discount rate 8.7% method attributes a value equivalent to the capitalization of the royalties that would have to be paid to use the trademark. In this Rate of growth in revenue generated by the trademark over 5 years 5.0% way, the flow of royalties is calculated on the basis of a theoretical royalty rate applied to the revenue generated using the trademark. Perpetuity growth rate 2.0% This flow is then discounted over an infinite future period. Royalty rate 2.0%

Sensitivity analysis The details of the analysis applied to the valuation of the Elis trademark to assess its sensitivity to a long term growth rate and the discount rate are as follows:

ELIS TRADEMARK

Perpetuity growth rate Growth/ discount rate: Discount rate 1.0% 1.5% 2.0% 2.5% 3.0% Royalty rate 2%/8.7% 7.7% 213 227 243 263 287 1.8% 175 8.2% 198 210 223 240 259 1.9% 191 8.7% 185 195 207 220 236 2.0% 207 9.2% 173 182 192 204 217 2.1% 222 9.7% 163 171 179 189 201 2.2% 238

VALUATION OF CONTRACTS AND CUSTOMER IMPAIRMENT TESTS APPLIED TO INTANGIBLE RELATIONSHIPS DURING THE ALLOCATION ASSETS WITH INDEFINITE USEFUL LIVES OF GOODWILL Intangible assets with indefinite useful lives comprise of trademarks and were tested for impairment at the fiscal year end. As all the Valuation method trademarks were derived from a business combination, their In connection with the allocation of goodwill, the long-term contracts recoverable amount was estimated using the same methodology as signed by Elis with its customers as well as its capacity to renew that applied to establish their fair value for the purpose of allocating them upon expiry are valued at a total amount of €489.3 million goodwill. based on the so-called surplus profit method. The asset recognized The assumptions adopted for the purpose of testing for the relates to the margin generated by those contracts in place at the impairment of the Europcar trademark are as follows: time of acquisition, based on the assumption that those contracts eligible for renewal will be renewed. Europcar Valuation assumptions Discount rate 7.1% Rate of growth in revenue generated by the Elis trademark over 5 years 5.7% Discount rate of contracts 7.7% Perpetuity growth rate 2.0% Residual contract term (amortization period) 4 years Royalty rate 2.1% Discount rate of related customer relationships 8.7% Duration of customer relationships (amortization period) 11 years

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The analysis applied to assess the sensitivity of the trademark’s surplus recoverable amount to the carrying amount is analyzed as follow:

Perpetuity growth rate (In millions of euros) 1.5% 2.0% 2.5% Discount rate 6.60% 454 559 690 7.10% 350 434 537 7.60% 262 332 415

No impairment was recognized after testing all Eurazeo group trademarks for impairment.

Note 3 – Plant, property and equipment

(In thousands of euros) 12/31/2008 12/31/2007 Land 130,967 115,332 Buildings 432,262 394,924 Fixtures, industrial equipment and transportation 204,156 184,341 Leased textile articles 121,890 110,937 Other property plant and equipment 148,772 135,420 Total property, plant and equipment 1,038,047 940,954 Owned property, plant and equipment 979,379 879,053 Leased property, plant and equipment 58,668 61,901 Total property, plant and equipment 1,038,047 940,954

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Land and Fittings and Leased textile (In thousands of euros) buildings Equipment articles Other Total Gross value 271,454 22,122 - 173,322 466,898 Accumulated depreciation and impairments (79,550) (13,888) - (107,362) (200,800) Net carrying amount on January 1, 2007 191,904 8,234 - 65,960 266,098 Investments 31,452 16,904 23,483 95,095 166,934 Changes in consolidation scope 358,402 171,356 111,569 72,648 713,975 Dissolutions and disposals (25,054) (2,802) (5) (10,792) (38,653) Depreciation and amortization for the year (25,461) (10,497) (24,289) (30,715) (90,962) Impairments (net of reversals) - - - - - Exchange adjustments (1,531) (163) - (23) (1,717) Other movements (19,456) 1,309 179 (56,753) (74,721) Gross value 669,895 251,077 124,139 300,217 1,345,328 Accumulated depreciation and impairments (159,639) (66,736) (13,202) (164,797) (404,374) Net carrying amount on December 31, 2007 510,256 184,341 110,937 135,420 940,954 Investments 65,703 54,267 108,569 160,617 389,156 Changes in consolidation scope (2,015) 3,283 1,992 2,354 5,614 Dissolutions and disposals (12,094) (9,655) 86 (48,808) (70,471) Depreciation and amortization for the year (15,658) (28,373) (99,701) (6,573) (150,305) Impairments (net of reversals) - - - - - Exchange adjustments (8,372) (2,097) 8 (3,340) (13,801) Other movements 25,409 2,390 (1) (90,898) (63,100) Gross value 738,332 295,248 234,848 312,448 1,580,876 Accumulated depreciation and impairments (175,103) (91,092) (112,958) (163,676) (542,829) Net carrying amount on December 31, 2008 563,229 204,156 121,890 148,772 1,038,047

The B&B hotels acquired by ANF in October 2007 remain recognized as property, plant and equipment as long as they remain Eurazeo Group operating assets (and even if they are investment properties from ANF point of view, cf. Note 4—Investment properties and income from property holdings).

Note 4 – Investment properties and income from property holdings

Real estate holdings held through Immobilière Bingen/ANF group were measured on December 31, 2008 at fair value, based on their appraised value.

Carrying value Fair value Revalued (In thousands of euros) by cost method* adjustments carrying value Value as of December 31, 2007 144,078 786,318 930,396 Investments 107,008 - 107,008 Disposals - - - Reclassification 7,296 (7,296) - Fair value revaluation - 36,692 36,692 Value as of December 31, 2008 258,382 815,714 1,074,096 Reclassification in assets held for sale (42,347) Value as of December 31, 2008 1,031,749 * Disregarding the revaluation in the books of ANF subsequent to the changeover to a real estate investment firm.

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As stated in Note 3 – Intangible Assets, the hotels acquired by 1 – Rental income capitalization valuation method ANF from B&B are not treated as investment properties and are The appraisers adopted two distinct methodologies in applying the therefore maintained at historic cost. For the requirements of ANF’s rental income capitalization method: consolidated financial statements, the value of the B&B hotels was estimated at €466 million as of December 31, 2008, by two I the current rental income is capitalized for the remaining term appraisers. of the existing lease. The capitalized current rental income due for the period until the next review date or expiry date is then DESCRIPTION OF APPRAISALS added to the capitalized perpetual value of the rent post-review. This capitalized perpetual value is discounted on the date of The assets were valued by two independent firms (Jones Lang appraisal to reflect the perpetual capitalization commencement LaSalle and Atis Real) which value the Eurazeo’s assets from a date. An average ratio between “release” and “renewal” was long-term investment standpoint. The fair value of the investment adopted with regard to historic changes in rents. property correspond to the appraisal value excluding rights. Following the departure of an existing tenant, the These appraisals comply with the specifications of AFREXIM (the recommencement of rental income may be deferred by a French association of property appraisal companies) and the variable vacancy period corresponding to possible rent holiday, recommendations of the report from the task force chaired by renovation works, the time required to find a tenant, etc. Mr. Barthès de Ruyter, published on February 2000, regarding the I appraisal of the property assets of public listed companies. a rental ratio expressed as €/m²/year is recorded for each unit valued in order to calculate the annual market rent . Different approaches were used to value the Haussmann-style real assets in Lyons and in Marseilles: A “Considered Rent” is estimated to act as the basis for the rental income capitalization method. It is set in such a way I the rental income capitalization method; as to reflect the nature of the unit and its occupancy, and I the comparison-based approach. is capitalized at a yield close to the market rate, but which includes revaluation potential (where relevant). 90% of the value of investment properties correspond to an average value between the two valuation methods. In accordance The low “deemed” yield includes revaluation potential in the with industry practice, the use of two valuation methods is made following circumstances: the departure of the incumbent tenant possible through the convergence of the values obtained. or the removal of the upper rental limit to reflect changes in local market factors. Plots of land are valued according to the developer’s budget method, unless the plots are mere land banks (cf. below). Different yields have been used to reflect the use made of the premises and to accommodate the differences between current rents and rents under new leases. Appraisals also take account of the cost of essential property maintenance (external renovations, stairwells, etc.).

The table below shows changes to the yields used for property appraisals:

12/31/2008 12/31/2007 Lyons “Retail” yield 5.15% to 6.50% 4.00% to 6.00% “Office” yield 6.25% to 6.75% 5.75% to 6.25% “Residential” yield 2.00% to 4.40% 1.75% to 4.15% Marseilles “Retail” yield 5.40% to 7.25% 5.25% to 7.00% “Office” yield 6.25% to 7.00% 6.00% to 6.75% “Residential” yield 2.00% to 4.75% 1.75% to 4.50%

2 – Comparative valuation methodology Each of the Haussmann-style properties valued is therefore attributed a value after major works, a value after major works Each property valued is allocated an average rent per m² on a to the private accommodation, a value after major works to the tax-exclusive, vacant occupancy basis reflecting recent market communal areas and a current condition value. transactions involving similar property with similar use. Unless specified otherwise by the appraiser, the value arrived With commercial property, and particularly retail units (fixed at for each property in its current condition is an average of the maximum rent), the average rent per m² is closely related to the two methods. The final tax-exclusive value is converted into a occupancy conditions. tax-inclusive value (after application of 6.20% for old buildings and 1.80% for new buildings) to reflect the effective yield of each

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property (the ratio between the gross revenue stated and this tax- method, since it is based on assumptions that are as realistic as inclusive value). possible.

3 – Developer’s budget method for building land When valuing building land, the appraiser makes a distinction between land with development permission and/or well-developed This method involves drawing up a developer’s budget, using scheme likely to be implemented, and land where there is no clearly projected sales proceeds and deducting expenses to measure the defined project or well-developed scheme. When valuing the first value of land by extrapolation. The developer’s budget method type, the appraiser looks at the project from the development point is designed to calculate what a reasonable developer would be of view. Where the site concerned is simply part of a land bank, he prepared to pay for a given piece of land. This is an accurate values the measured area for development on the basis of current market prices.

SENSITIVITY ANALYSIS The market value of property has been calculated on the basis of different assumed yields. The sensitivity of the market value for property valued using the rental income capitalization valuation method is as follows:

Appraised value Rate -20 bp Rate -10 bp Rate +10 bp Rate +20 bp Asset value 1,074,096 +3.7% +1.9% -1.9% -3.4%

APPLIED DEFERRED TAX RATE to pay tax at the normal rate on any such distributions received. A deferred tax liability of 34.43% on half of any change in the fair ANF opted for tax treatment as a publicly-traded real estate value of investment properties has accordingly been recognized investment company (SIIC) on January 1, 2006 and, as such, is in the financial statements of ANF’s parent company Immobilière no longer subject to capital gains tax on profits made from the Bingen, given its right to receive dividends as the holder of a 62.84% sale of qualifying buildings. In return, it is required to distribute stake. 50% of any capital gains to its shareholders, who will be liable

Note 5 – Available-for-sale fi nancial assets

(In thousands of euros) 12/31/2008 12/31/2007 Fair value at year’s start 4,261,857 2,783,757 Acquisitions 98,907 1,426,610 Disposals (1,495,720) (199,715) Changes in consolidation scope/Other flows (3,254) 2,762 Exchange differences (1,212) (644) Impairment losses of available-for-sale financial assets* (197,868) - Recycling of long-term depreciation*/assets sold - - Changes in fair value** (1,107,630) 249,087 Fair value at year’s end 1,555,081 4,261,857 Non-current 1,548,938 4,258,386 Current 6,143 3,471 * Changes in fair value through the income statement. ** Changes in fair value through equity.

Changes in fair value reflect the fall in Danone’s stock market (-€149.1 million in fair value reserve). Profits made by Eurazeo as a price (-€535.8 million) but also reflect the sale of Veolia shares result of these two sales amount to €221.4 million and €53.4 million (-€373.2 million in fair value reserve) and of Air Liquide shares respectively (see Note 18).

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(In thousands of euros) Note 12/31/2008 12/31/2007 Fair value by direct reference to the prices published on an active market Danone 1,173,875 1,716,252 Air Liquide - 1,354,402 Veolia Environnement - 615,849 Other listed securities 24,841 47,561 Listed securities 1,198,716 3,734,064 Fair value according to valuation techniques based on observable data Colyzeo and Colyzeo II – ColLife 65,676 127,407 Fair value according to valuation techniques based on non-observable data Gruppo Banca Leonardo 207,601 186,386 Station Casinos - 137,090 Financière Truck (Investissement) bonds 44,055 40,880 Other unlisted assets 39,033 36,030 Non listed securities 356,365 527,793 Available-for-sale financial assets 1,555,081 4,261,857 including pledged financial assets 25 1,120,607 1,354,402

The Group has reviewed its entire portfolio of AFS financial assets in order to determine if there were any indicators of depreciation and if an impairment should be reclassified in the income statement. Following this review, Eurazeo decided to qualify as “prolonged ” the impairments recognized on the following assets:

I Station Casinos: in the wake of the financial difficulties encountered by the Group which may seek protection under Chapter 11 of US bankruptcy laws, Eurazeo has decided to entirely write off this asset (€144.6 million);

I Colyzeo II: this fund was affected by the financial market slump. An amount of €53.3 million was recognized as a significant or prolonged decline in the fair value of Colyzeo II.

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As of December 31, 2008, the change in the fair value of AFS assets broke down as follows:

12/31/2008 Change in fair value (In thousands of euros) Balance sheet value Acquisition cost Fair value reserves Impairment Fair value by direct reference to the prices published on an active market Danone 1,173,875 660,815 513,060 - Other listed securities 24,841 18,980 5,861 - Listed securities 1,198,716 679,795 518,921 - Fair value according to valuation techniques based on observable data Colyzeo and Colyzeo II – ColLife 65,676 141,245 (22,262) (53,307) Fair value according to valuation techniques based on non-observable data Gruppo Banca Leonardo 207,601 165,739 41,862 - Station Casinos - 144,561 - (144,561) Financière Truck (Investissement) bonds 44,055 44,055 - - Other unlisted assets 39,033 38,894 139 - Non listed securities 356,365 534,494 19,739 (197,868) Available-for-sale financial assets 1,555,081 1,214,289 538,660 (197,868) including pledged financial assets 1,120,607

Note 6 – Investments in associates

Investments in associates breakdown as follows:

(In thousands of euros) 12/31/2008 12/31/2007 Accor 1,104,929 - Ray Investment/Rexel 737,858 727,393 Intercos 91,617 92,664 SIIT/Sirti 62,213 44,599 Financière Truck (Investissement)/Fraikin 9,912 17,353 Other 656 1,062 Investments in associates 2,007,185 883,071

(In thousands of euros) 2008 2007 Accor 22,005 - Ray Investment/Rexel 61,212 106,191 Intercos (3,078) 2,246 SIIT/Sirti (2,145) (1,641) Financière Truck (Investissement)/Fraikin 394 (1,055) Other (24) 366 Share of income in associates 78,364 106,107

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IMPAIRMENT TESTS ON EQUITY-METHOD Fair value net of disposal costs was exclusively applied to the SECURITIES impairment test of Financière Truck (Investissement). Against the backdrop of the market downturn, Eurazeo decided to With respect to the listed equity holdings (Accor and Rexel), the test all its investments in associates impairment. The recoverable current loss of investor confidence, does not impact the intrinsic amount is determined by retaining the higher of fair value (i.e., value of these companies and much less the value creation targets the stock market price for listed companies) and the value in use of Eurazeo. (discounting of future cash flows).

The fundamental assumptions used to estimate the recoverable amount of the key equity-method companies are as follows:

Equity holdings Comments ACCOR Length of the explicit period 5 years The business plan is based on the assumption of business growth green shoots emerging by 2010, WACC 7.97% based on the commercial momentum of the hospitality offering ranging from budget to 5-star hotels and a booking policy in 20 major European cities. The business plan also includes reductions Perpetuity growth rate 2.75% in cost and non-priority investments to protect cash-flows. Lastly, it factors in the sustained growth of services, in line with the medium term guidance published by management (8% to 16%). REXEL Length of the explicit period 5 years The business plan is based on the assumption of business growth green shoots appearing around WACC 8.08% 2011, protection of margins and streamlining cash flows specifically through a cost-reduction plan. Perpetuity growth rate 2.00%

The method for implementing impairment tests is identical to the to the entire equity holding. The calculation of the WACC of equity- one described in Note 1 – Business combinations and goodwill, method companies was subject to a methodological analysis by a the only difference being that the cash generating unit corresponds professional evaluator.

The sensitivity of the difference between the recoverable amount and the carrying amount of equity holdings in associates can be analyzed as follows:

Perpetuity growth rate (In millions of euros) Rate -50bp Rate Rate +50 bp WACC WACC -50bp 708 1,006 1,369 WACC 405 650 943 WACC +50bp 147 352 594

For information, the valuation of the equity stakes in Accor and in Rexel based on the stock market price as of December 31, 2008 is as follows:

(In thousands of euros) Total Price at 12/31/2008* Number of shares held Accor (shares held by Legendre Holding 19) 809,682 35.11 23,061,291 Rexel (shares held by Ray France through Ray Investment) 283,878 4.76 59,638,336 * Stock market closing price in euros

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ACCOR CONSOLIDATED DATA

(In millions of euros) 12/31/2008 Balance sheet Goodwill 1,932.0 Other assets 5,239.0 Deferred taxes 222.0 Current assets 2,767.0 Cash and cash equivalents 1,253.0 Assets 11,413.0 Shareholders’ equity (before income) 2,730.0 Net income (after minority interests) 575.0 Minority interests 258.0 Debt 2,375.0 Provisions and other liabilities 5,475.0 Liabilities and equity 11,413.0 Income statement Revenue from continuing operations 7,739.0 Operating income 941.0 Financial income (86.0) Income tax expense (272.0) Minority interests’ share of income (38.0) Net income 575.0

CONSOLIDATED DATA OF RAY INVESTMENT/REXEL

(In millions of euros) 12/31/2008 Balance sheet Goodwill 3,662.5 Other assets 1,298.7 Deferred taxes 238.1 Current assets 4,178.6 Cash and cash equivalents 810.5 Assets 10,188.4 Shareholders’ equity (before income) 2,271.4 Net income (after minority interests) 198.4 Minority interests 782.2 Debt 3,739 Provisions and other liabilities 3,197.4 Liabilities and equity 10,188.4 Income statement Revenue from continuing operations 12,861.6 Operating income 552.9 Financial income (181.4) Income tax expense (111.7) Minority interests’ share of income (61.4) Net income 198.4

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Note 7 – Trade and other receivables

(In thousands of euros) 12/31/2008 12/31/2007 Trade and notes receivable (gross) 651,419 726,919 (-) allowance of bad debts (57,241) (52,930) Trade and notes receivables 594,178 673,989 Receivables from manufacturers (Europcar) 478,495 404,311 Other receivables 198,571 278,102 TOTAL TRADE AND OTHER RECEIVABLES 1,271,244 1,356,402 expected to be collected in less than one year 1,271,244 1,356,402 expected to be collected in more than one year - -

Given their short maturities, the fair value of trade and other receivables is the same as their book value.

CREDIT RISK Credit risk management is addressed in detail in the Executive are Europcar (75% of trade and other receivables) and Elis (20%). Board’s report. Maximum credit risk exposure is limited to the At December 31, 2008, 55% of receivables had not reached their consolidated balance sheet value of trade and other receivables. due date. Th e Group companies most likely to be exposed to credit risks

The due dates of trade and other receivables are broken down as follows:

12/31/2008 (In thousands of euros) Gross value Depreciation Net value Outstanding 700,653 (8,395) 692,258 Due in less than 90 days 496,845 (5,520) 491,325 Due in less than 180 days 32,155 (2,809) 29,346 Due between 180 and 360 days 43,319 (15,213) 28,106 Due in more than 360 days 58,419 (36,195) 22,224 Trade and other receivables covered by IFRS 7 1,331,391 (68,132) 1,263,259 Other receivables not covered by IFRS 7 7,985 - 7,985 TOTAL TRADE AND OTHER RECEIVABLES 1,339,376 (68,132) 1,271,244

12/31/2007 (In thousands of euros) Gross value Depreciation Net value Outstanding 984,198 (24,092) 960,106 Due in less than 90 days 271,095 (3,334) 267,761 Due in less than 180 days 44,239 (4,420) 39,819 Due between 180 and 360 days 26,053 (10,539) 15,514 Due in more than 360 days 72,810 (23,961) 48,849 Trade Other receivables covered by IFRS 7 1,398,395 (66,346) 1,332,049 Other receivables not covered by IFRS 7 24,353 - 24,353 TOTAL TRADE AND OTHER RECEIVABLES 1,422,748 (66,346) 1,356,402

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With respect to Europcar, the Group generally has two types of “Manufacturer” receivables account for 60% of outstanding client receivables: (including the related VAT balance) and represents a large part of receivables from manufacturers based in Europe. Receivables in I receivables from manufacturers representing the commitment respect of manufacturer subsidiaries based in the United States to buyback the vehicles at the end of their holding period by account for a small portion of the total manufacturer receivables (less Europcar; and than €50 million as indicated in the table below) and as a result no I receivables from the vehicle rental business. provision was recognized for bad debt as of December 31, 2008. The group has introduced a specific follow-up process.

Note 8 – Vehicle fl eet

Vehicle fleet relates to Europcar. The vehicles are booked as current assets because they fall in the category of agreements that have a term of less than 12 months. The Group operates most of its vehicles under buyback The difference between the acquisition price and the contractual commitments . According to Management’s estimate, 90% of buyback price is expensed in the income statement in a straight vehicles are repurchased by car manufacturers or auto dealers. A line method over the vehicle’s holding period. separate buyback receivable corresponding to the buyback amount is registered under current assets on the balance sheet when the In the fiscal year ended on December 31, 2008, €355 million (€332.7 vehicle starts operating. million in 2007) were booked under used purchases (expense net of volume-linked discounts) for vehicles subject to buyback agreements and “risky” vehicles.

As of December 31, 2008, the asset corresponding to buyback agreements was as follows:

(In thousands of euros) 12/31/2008 12/31/2007 Vehicles buyback price 1,856,742 2,382,329 Prepaid leasing expenses 125,473 143,230 TOTAL FLEET-RELATED ASSETS 1,982,215 2,525,559

The value of the vehicle fleet booked in the 2008 balance sheet fell (off-balance sheet), and the less significant number of vehicles in comparison with 2007 due to the fall in fleet at the end of 2008 purchased or operated under finance lease agreements. as well as the rising proportion of vehicles under operating leases

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Note 9 – Cash assets

The changes in cash analyzed in the cash flow statement are presented net of bank overdrafts and liability cash accounts.

(In thousands of euros) 12/31/2008 12/31/2007 Demand deposits 359,281 361,898 Term deposits and investment securities 348,530 303,907 Cash and cash equivalent assets 707,811 665,805 Bank overdrafts (57,736) (30,988) Cash and cash equivalent liabilities (57,736) (30,988) Net cash and cash equivalents 650,075 634,817 Other short term deposits 93,350 66,278 Cash assets raised for financing (1) 251,236 - TOTAL CASH ASSETS 994,661 701,095 (1) Recorded under other non-current assets.

Danone and Accor financings are based on standard “Loan To under defined conditions. LTV is defined by the ratio between the Value” principles. They offer Eurazeo the possibility of making early amount of the debt set up during the acquisition of an asset and payments at its discretion to reduce the LTV or deliver securities the asset’s value. within a certain limit. These remunerated amounts can be recovered

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Note 10 – Equity and earnings per share

STATEMENT OF CHANGES IN CONSOLIDATED EQUITY – GROUP SHARE Foreign currency Share- trans- based Actuarial Issued Share Fair value Hedging lation payment gains/ Treasury Deferred Retained (In thousands of euros) capital premium reserves reserves reserves reserves losses shares taxes earnings Total Balance as of January 1, 2007 157,542 122,181 1,397,083 20,685 3,468 7,447 3,326 (2,509) (142,678) 2,981,554 4,548,099 Capital increases 8,694 1,445 ------10,139 Capital decreases (1,730) (57,776) -----59,679 - (173) - Treasury shares ------(221,522) (4,095) 11,894 (213,723) Changes in the fair value of available-for-sale assets - - 249,084 -----(12,993) - 236,091 Dividends paid to shareholders ------(56,828) (56,828) Other changes - - - 4,759 (34,229) 19,972 13,046 - (15,531) 4,768 (7,215) Impact of changes in the consolidation scope - - - (6,791) (868) 356 (5,347) - 4,610 8,040 - Net income for the period ------901,083 901,083 Balance as of December 31, 2007 164,506 65,850 1,646,167 18,653 (31,629) 27,775 11,025 (164,352) (170,687) 3,850,338 5,417,646 Capital increases 8,194 935 ------(8,112) 1,017 Capital decreases (4,046) (66,785) -----115,182 - (44,351) - Treasury shares ------(86,155) 5,971 (17,344) (97,528) Changes in the fair value of available-for-sale assets - - (1,108,185)-----140,239 - (967,946) Dividends paid to shareholders ------(62,601) (62,601) Other changes - - - (236,192) (149,080) 11,897 (16,348) - 84,498 2,231 (302,994) Net income for the period ------(61,017) (61,017) Balance as of December 31, 2008 168,654 - 537,982 (217,539) (180,709) 39,672 (5,323) (135,325) 60,021 3,659,144 3,926,577

The Executive Board meeting of April 1, 2008 resolved to distribute The other changes in capital resulted from the exercise of stock 2,659,751 bonus shares under the authority granted to it by the options. Shareholders’ Meeting. The corresponding capital increase (€8,112,000) was carried out by incorporation of other reserves. DIVIDEND PAYOUTS The Executive Board of March 27 and June 3, 2008 decided to The Shareholders’ Meeting held on May 14, 2008 resolved to cancel 1,326,999 treasury shares. This cancellation had no impact distribute a dividend of €1.20 per share. The shareholders were on the Group’s consolidated equity. therefore requested to approve a distribution totaling €62,601,000. Treasury shares are charged against the Group’s equity. In the event The table below presents the amount of the dividend per share paid of sale, the capital gains or losses generated on these securities by the Group on May 22, 2008 for fiscal year 2007, and the amount are directly charged against equity and have no impact on net paid in 2007 for fiscal year 2006: income for the year.

(In euros) Paid in 2008 Paid in 2007 Total dividend paid 62,601,498.00 56,827,623.60 Dividend per share 1.20 1.10

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MINORITY INTERESTS (In thousands of euros) Total Balance as of January 1, 2007 259,047 Net income for the period 237,392 Other changes in the consolidation scope (110,836) Dividend distributions and share repayment costs (211,826) Equity issues subscribed by minority interests 371,952 Hedging reserves 1,174 Foreign currency translation reserves (5,688) Actuarial gains/losses 1,560 Deferred taxes 381 Share-based payment reserves 1,500 Other movements in minority interests 2,277 Balance as of December 31, 2007 546,933 Net income for the period (10,044) Other changes in the consolidation scope (29,812) Dividend distributions and share repayment costs (11,732) Equity issues subscribed by minority interests 5,514 Hedging reserves (40,779) Fair value reserves (87) Foreign currency translation reserves (23,419) Actuarial gains/losses (157) Deferred taxes 13,767 Share-based payment reserves 680 Other movements in minority interests 4,466 Balance as of December 31, 2008 455,330

OTHER INFORMATION CONCERNING CAPITAL Number of shares outstanding on January 1, 2008 53,936,638 Equity issues: - Exercise of stock options 26,885 - 1/20 bonus share grant 2,659,751 - Cancellation of March 27, 2008 (768,499) - Cancellation of June 3, 2008 (558,500) Number of shares outstanding on December 31, 2008 55,296,275 Number of authorized shares 55,296,275 Number of shares issued and fully paid up 55,296,275 Number of shares issued and not fully paid up - Par value of shares 3,05 Own shares held by the company 2,107,577 Number of shares outstanding (exclusive of treasury shares) 53,188,698 Weighted average number of shares 53,248,232 Weighted average number of potential shares outstanding 53,299,238

At December 31, 2008, share capital totaled €168,654,000, divided into 55,296,275 fully paid-up shares of the same class.

The Group share of equity totaled €73.8 euros per share as of December 31, 2008.

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EARNINGS PER SHARE (In thousands of euros) 2008 2007 Net income after minority interests (61,017) 901,083 Weighted average number of common shares outstanding 53,248,232 52,673,929 Basic earnings per share (announced) (1.15) 17.11 Basic earnings per share adjusted for bonus shares - 16.29 Weighted average number of potential shares outstanding 53,299,238 52,734,667 Diluted earnings per share (announced) (1.14) 17.09 Diluted earnings per share adjusted for bonus shares - 16.27

Note 11 – Provisions

Employees benefit Claims/ (In thousands of euros) liabilities reconditioning Litigation Other 12/31/2008 12/31/2007 At year’s start 94,109 107,011 13,576 71,039 285,735 176,243 Additions/Provisions for the year 10,893 61,989 8,994 22,285 104,161 117,888 Changes in consolidation scope 162 - - 147 309 87,559 Reductions/Reversals of provisions used (8,104) (45,560) (5,414) (26,543) (85,621) (79,226) Reductions/Reversals of surplus or unused provisions - (10,582) (1,789) (1,555) (13,926) (12,584) Reclassification/Foreign exchange gains and losses/Actuarial gains and losses (351) (14,707) (42) (4,639) (19,739) (4,145) At year’s end 96,709 98,151 15,325 60,734 270,919 285,735 Due in less than one year 1,393 84,138 15,154 38,965 139,650 147,790 Due in more than one year 95,316 14,013 171 21,769 131,269 137,945

EMPLOYEES BENEFIT LIABILITIES A provision for repairs is recognized for the vehicle fleet operated under the buyback contract. Note 12 details the nature and key assumptions used in valuing employee benefit liabilities. Elis – Provision for upgrading to environmental standards PROVISIONS FOR CLAIMS/RECONDITIONING The provisions for upgrading to environmental standards Europcar - Provisions for claims (€54.5 million) and (€14.1 million) are measured on the basis of consultants’ reports reconditioning (€29.5 million) – Europcar and the Group’s previous experience. They reflect the cost of the studies and remedial works the Group will potentially have to The Group’s operating companies in France, Spain, the UK, Portugal undertake in order to comply with its environmental obligations. and Belgium hold a Motor Vehicle Fleet policy issued by an AIG They apply to sites and/or types of work requiring attention in the company which reinsures the risks of accidents with Euroguard, an foreseeable future. insurer and reinsurer structured into protected business units. The Group owns one Euroguard business unit, which is consolidated in the Group financial statements. PROVISIONS FOR LITIGATION AND OTHER PROVISIONS An actuarial provision is stated to cover the estimated value of uninsured losses arising as a result of known and unreported Eurazeo Group has contingent liabilities related to disputes or legal claims. When it seems likely that the claims will take a long time to proceedings occurring in the ordinary course of business. It does be resolved, the recognized provision represents the discounted not expect these liabilities to result in material obligations beyond value of the estimated expenditure required to settle the liability. those for which provisions have already been recognized. Payments made to brokers to settle future claims are prepaid expenses recognized under payables. The ability to recover any overpayment of premiums paid in advance to cover estimated liabilities is measured, and a provision entered if required.

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More specifically, there are currently disputes between B&B Hotels The provisioned amount equates management’s best estimate, given group companies and some former management agents who are the risk, the likelihood of it becoming a reality and the information asking that their nominee management contract be changed available at the time the consolidated financial statements were into an employment contract. The total cost of these demands is prepared. €43.3 million. The Group is contesting these demands, which are The other provisions include provisions for tax risks (most of them currently under investigation. being covered by liability guarantees), provisions for restructuring and other provisions.

Note 12 – Employees benefi t liabilities

DEFINED CONTRIBUTIONS PLANS post-employment benefits are primarily related to its French subsidiaries and consist of: The Group pays contributions under a range of mandatory systems or on a voluntary basis under contractual agreements. In I additional pension benefits paid to one grade of senior the latter case, the Group’s obligation is limited to the payment of executives. All the members of this additional scheme are contributions only. already retired and the scheme is currently closed;

I pension benefits paid to employees on retirement in accordance DEFINED SERVICES PLANS with the normal French regulations. Europcar Group Similar commitments borne by the Group’s other European companies are immaterial. Europcar contributes €56.3 million in post-employment benefits which consist of, pension, disability and dependence benefits. The Eurazeo benefits granted by the Group vary according to the legal, fiscal and economic regulations of individual countries and, usually, length Lastly, Eurazeo has purchased group insurance to cover benefits of service and compensation. Group companies provide post- payable when employees retire, as required for employers covered employment benefits in the form of defined-benefit plans. by the banking industry national collective agreement. Retirement benefits are provided under a defined benefit plan. The total related The Elis Group liability amounts to €7.9 million. The Elis Group contributes €29.4 million in post-employment benefits. Elis Group commitments to pensions and other

EMPLOYEE-RELATED LIABILITIES The corresponding obligations are measured using the projected credit unit method. The actuarial assumptions made for the purpose of this valuation are as follows:

Discount rate Expected return for the obligation Rate of pay increases Rate of pension increases on plan assets 12/31/2008 12/31/2007 12/31/2008 12/31/2007 12/31/2008 12/31/2007 12/31/2008 12/31/2007 France 4.80% 5.25% 2.50% 2.00% 2.20% 2.00% 4.75% to 6.00% to 5.50% to 2.95% to 3.00% to 2.50% to 3.00% Germany 5.75% 5.25% 2.00% 2.00% 1.00% 1.50% to 6.41% to 5.40% to 3.00% to 1.70% Austria 6.00% 5.40% 3.00% 3.00% Italy 6.00% 5.25% 3.00% 3.00% 3.00% 3.00% to 6.41% to 5.40% United 5.80% 5.60% 2.90% 3.50% 2.50% 2.50% 3.75% to 3.75% Kingdom to 6.35% to 5.80% to 3.50% to 3.60% to 2.90% to 3.10% 5.98%

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Group obligations are funded partially by outside funds, with the balance covered by provisions recognized in the balance sheet. The following table shows changes in the liabilities recognized in the Eurazeo Group balance sheet:

(In thousands of euros) Obligations Plan fair-value Net obligation Liabilities Assets December 31, 2007 138,976 (44,867) 94,109 94,109 - Cost of services rendered in the period/expected return on plan assets 6,408 (2,268) 4,140 4,140 Interest expense 6,696 - 6,696 6,696 Contributions by plan participants (4,536) 1,693 (2,843) (1,911) 932 Past service cost (895) (2,076) (2,971) (2,971) Benefits paid (2,336) - (2,336) (2,336) Settlements - - - - Actuarial gains/losses (14,196) 6,328 (7,868) (7,868) Impact of plan curtailment (830) - (830) (830) Changes in consolidation scope/Reclassifications 7,508 - 7,508 7,508 Impact of currency exchange differences (11,607) 11,779 172 172 December 31, 2008 125,188 (29,411) 95,777 96,709 932

Excluding actuarial gains/losses, the expense linked to employee The aggregate amount of the actuarial losses directly recognized in benefits is fully recognized under personnel costs. equity totaled - €5.5 million net of tax on December 31, 2008.

FINANCING OF THE COMMITMENT LINKED TO PERSONNEL BENEFITS (In thousands of euros) 12/31/2008 12/31/2007 Discounted value of un-financed commitments 83,487 97,182 Discounted value of partially or totally financed commitments 41,701 41,794 Unrecognized cost of past services (3) (573) (962) Total value of commitments regarding defined-benefits plans (1) 124,615 138,014 Fair value of investment properties (2) 29,411 44,867 Total value of liabilities regarding defined-benefits plans (=(1)-(2)-(3)) 95,777 94,109

Plan assets break down into the products below:

(On average) 12/31/2008 12/31/2007 Shares 15% 15% Bond debt 75% 75% Other instruments 10% 10% TOTAL 100% 100%

The estimated return on plan assets was calculated on the basis of return on long-term bonds.

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Note 13 – Net debt

NET DEBT Net debt, as defined by the Group, can be itemized as follows:

(In thousands of euros) Note 12/31/2008 12/31/2007 Eurazeo loan 101,180 596,296 Eurazeo loan (repurchase agreement) - 434,401 Total Eurazeo loans 101,180 1,030,697 Europcar bonds 797,613 777,078 B&B Hotels bonds 30,767 27,850 Eurazeo Partners 48,903 45,134 Bond debt 877,283 850,062 Europcar fleet financing facilities 1,971,419 2,329,164 Europcar revolving credit facility 35,084 - Elis acquisition debt 1,883,098 1,824,936 Legendre Holding 22 loan (Danone) 710,224 - APCOA loan 597,290 617,520 Legendre Holding 11 loan (Air Liquide) - 567,854 Legendre Holding 19 loan (Accor) 544,177 - ANF/Immobilière Bingen loan 474,828 396,404 B&B Hotels loan 184,688 169,272 Eurazeo Entertainment Lux and RedBirds Participations (Station Casinos) loan 108,201 - Bank overdrafts 9 57,736 30,988 Finance lease (excluding Europcar fleet) 36,016 43,092 Other loans 53,092 107,751 Loans 6,655,853 6,086,981 Interest-bearing loans and borrowings 7,634,316 7,967,740 Of which, maturing in less than one year 2,177,876 2,848,640 Of which, maturing in more than one year 5,456,440 5,119,100 Cash and cash equivalent assets 9 707,811 665,805 Other short term deposits 9 93,350 66,278 Cash assets raised for financing 9 251,236 - Cash assets 1,052,397 732,083 Total Net debt 6,581,919 7,235,657 Interest-bearing loans and borrowings by currency EUR 6,929,655 7,185,076 GBP 437,259 670,353 NOK 71,452 89,475 USD 108,201 - Other 87,749 22,836

Debt maturing in less than one year includes financing facilities for I other loans reserved for financing the fleet in the amount of the Europcar vehicle fleet: €456.0 million as of December 31, 2008: this is a financial lease pertaining to the vehicle fleet. This debt has a similar I a senior debt of €1,515.4 million as of December 31, 2008: maturity to that of the fleet assets (short term), nevertheless Europcar has the option of making monthly drawdowns, which a large part of these contracts (€358.9 million) offer renewal explains the classification of the debt under current liability, options until 2012. although the credit line expires in 2011;

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CONSOLIDATED DEBT-RELATED COMMITMENTS Loans extended to Group companies may be subject to demands for early repayment in the event of payment default or contractual non- compliance.

The table below provides details on the amounts, the maturity dates and the nature of financing covenants of the Group’s different equity stakes. All these debts are non recourse against Eurazeo (except for the Station Casinos debt):

12/31/2008 (In thousands of euros) Gross debt Cash assets Net debt Comments Elis 1,964,958 (84,407) 1,880,551 Maturity: 2014 to 2016 I Covenants : - Debt service coverage ratio - Net debt/EBITDA* - EBITDA*/net interests - Capex** Accor (Legendre Holding 19) 544,177 (221,924) 322,253 Maturity: 2013 I Bank loan non recourse against Eurazeo , guaranteed by the value of Accor shares and the collateral cash contributions

I €201 M of collateral cash at December 31, 2008 I Covenants: - LTV*** - Liquidity of the Accor share Europcar 2,827,684 (320,591) 2,507,093 Maturity: 2013-2014 (bond debt), 2011-2012 (debt backed to the fleet and lease contracts) and 2013 (“revolving” credit line)

I Covenant on the “revolving” credit line: - Debt service coverage ratio I No financial covenant on the Senior financing of the fleet (“Senior asset financing loan”) APCOA 624,787 (65,951) 558,836 Maturity: 2014 I Covenants : - Net debt/EBITDA* - Debt service coverage ratio Groupe B&B Hotels 220,387 (14,121) 206,266 Maturity 2012 to 2017 I C ovenants : - Net debt/EBITDA* (pro forma for all hotels opened within the last 12 months)

- Debt service coverage ratio - Opco LTV*** ratio - Capex** Other companies (1,498) (1,498) Total net debt “Private Equity” 6,181,993 (708,492) 5,473,501

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12/31/2008 (In thousands of euros) Gross debt Cash assets Net debt Comments ANF/Immoblière Bingen 483,815 (10,988) 472,827 Maturity 2012 to 2014 I Covenants: - LTV*** - ICR**** Station Casinos (EEL/RedBird) 108,201 (14,350) 93,851 Maturity: 2013 I Covenants: - LTV*** Other companies (593) (593) Total Net debt Real Estate 592,016 (25,931) 566,085

Eurazeo 101,180 (256,946) (155,766) Credit facility of €1 billion of which €125 million at maturity 2012 and €875 million at maturity 2013

I Covenants:

- LTV***(1) Danone (Legendre Holding 22) 710,224 (50,002) 660,222 Maturity: 2011 (renewable twice for a period of 1 year)

I Bank loan non recourse against Eurazeo guaranteed by the value of Accor shares and the collateral cash contributions

I €50 M of collateral cash at December 31, 2008

I Covenants:

- LTV*** - Liquidity of the Danone share Other companies 48,903 (11,026) 37,877 Total Net debt Holding 860,307 (317,974) 542,333 TOTAL NET DEBT 7,634,316 (1,052,397) 6,581,919 * “Earnings before interest, taxes depreciation and amortization”; if applicable adjusted according to the banking documents. ** “Capital Expenditure”: Investments. *** “Loan To Value”: Debt over the revalued asset value. **** “Interest Coverage Ratio”: Coverage multiple of the interests by profit or loss. (1) Under the €1 billion syndicated loan extended by Eurazeo SA, Eurazeo has committed to respect a covenant on the loan-to-value ratio, which must be less than or equal to 45% at all times. This ratio is calculated by dividing Eurazeo SA’s total debt, value signature commitments given as a warranty for subsidiaries’ and non-Group companies’ commitments and other similar commitments by net adjusted assets as recorded in Eurazeo statutory financial statements, without subtracting debt.

Since Eurazeo and its subsidiaries were in compliance with all their loan-related obligations at December 31, 2008, the debt repayment schedule has been drawn up on the basis of the scheduled maturity dates.

The debt repayment schedules are comprised between 2011 and 2017, Eurazeo has no debt payments obligations in the short term.

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LIQUIDITY RISK The Group relies mainly on the use of credit facilities to achieve its aim of maintaining the correct balance between continuity of funding and flexibility.

At December 31, 2008, the repayment forecasts for consolidated debt and related interests were as follows:

Carrying value Cash flow 2009 Contractual Hedged Non-hedged Amortized fixed rate variable-rate Variable- Hedge variable-rate (In millions of euros) cost Principal interest interest rate interest impact interest Eurazeo loan 101.2 100.0 1.2 Bond debt 877.3 30.5 25.7 22.2 3.5 5.9 Europcar fleet financing facilities 1,971.4 97.1 60.9 44.9 15.9 11.2 Europcar revolving credit facility 35.1 2.0 Elis acquisition debt 1,883.1 9.5 105.7 105.0 0.7 2.9 Legendre Holding 22 loan (Danone) 710.2 39.9 29.8 10.1 APCOA loan 597.3 57.0 30.2 33.8 (3.7) 8.3 Legendre Holding 19 loan (Accor) 544.2 32.6 26.4 6.2 2.0 ANF/Immobilière Bingen loan 474.8 0.6 0.3 21.8 16.5 5.3 B&B Hotels loan 184.7 13.0 7.6 9.7 (2.1) 2.5 EEL/RedBirds Part. loan (Station Casinos) 108.2 4.7 Bank overdrafts 57.7 57.7 Finance lease (excluding Europcar fleet) 36.0 4.3 2.1 Other loans 53.1 17.4 0.3 1.3 TOTAL INTEREST-BEARING LOANS AND BORROWINGS 7,634.3 356.5 37.9 324.4 288.4 36.1 37.2

Repayment flows for 2009 are analyzed as follows: I Eurazeo loan: the credit facility was repaid in January 2009, as Eurazeo decided not to hold any structural debt on its balance I Europcar fleet financing facilities: this includes the liability sheet; pertaining to finance lease agreements. I t was considered a maturity identical to that of the fleet asset recognized in the I the other refunds correspond primarily to the non-renewal balance sheet where the contract did not include a renewal assumptions of credit facilities and the repayment of bank option; overdrafts.

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Carrying value Cash flow 2010-2013 Contractual Hedged Non-hedged Amortized fixed rate variable-rate Variable- Hedge variable-rate (In millions of euros) cost Principal interest interest rate interest impact interest Eurazeo loan 101.2 Bond debt 877.3 471.4 121.9 88.9 80.3 8.6 30.5 Europcar fleet financing facilities 1,971.4 1,871.7 112.7 76.8 35.9 19.2 Europcar revolving credit facility 35.1 41.5 8.7 Elis acquisition debt 1,883.1 333.9 275.5 58.5 133.3 Legendre Holding 22 loan (Danone) 710.2 708.2 73.2 52.2 21.0 52.0 APCOA loan 597.3 75.3 84.4 (9.1) 85.1 Legendre Holding 19 loan (Accor) 544.2 537.0 114.0 83.7 30.4 6.2 ANF/Immobilière Bingen loan 474.8 102.2 1.6 79.8 60.9 18.8 2.6 B&B Hotels loan 184.7 57.1 10.3 12.4 (2.1) 30.7 EEL/RedBirds Part. loan (Station Casinos) 108.2 104.1 14.3 Bank overdrafts 57.7 0.2 0.2 Finance lease (excluding Europcar fleet) 36.0 12.4 5.6 Other loans 53.1 37.5 1.9 0.2 TOTAL INTEREST-BEARING LOANS AND BORROWINGS 7,634.3 3,943.3 145.4 888.1 726.3 161.9 368.5

Carrying value Cash flow 2014 and beyond Contractual Hedged Non-hedged Amortized fixed rate variable-rate Variable- Hedge variable-rate (In millions of euros) cost Principal interest interest rate interest impact interest Eurazeo loan 101.2 Bond debt 877.3 408.3 35.3 1.9 Europcar fleet financing facilities 1,971.4 Europcar revolving credit facility 35.1 Elis acquisition debt 1,883.1 2,011.6 242.4 Legendre Holding 22 loan (Danone) 710.2 APCOA loan 597.3 474.5 13.4 Legendre Holding 19 loan (Accor) 544.2 ANF/Immobilière Bingen loan 474.8 372.1 1.0 13.2 11.8 1.4 1.1 B&B Hotels loan 184.7 114.5 14.5 EEL/RedBirds Part. loan (Station Casinos) 108.2 Bank overdrafts 57.7 Finance lease (excluding Europcar fleet) 36.0 17.7 8.7 Other loans 53.1 0.1 TOTAL INTEREST-BEARING LOANS AND BORROWINGS 7,634.3 3,398.8 45.0 13.2 11.8 1.4 273.3

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Carrying value Estimate of future cash flows as of December 31, 2008 Total hedged Total non-hedged fixed/variable rate fixed/variable rate (In millions of euros) Amortized cost Principal interests interests Eurazeo loan 101.2 100.0 - 1.2 Bond debt 877.3 879.7 302.2 38.3 Europcar fleet financing facilities 1,971.4 1,968.8 173.6 30.3 Europcar revolving credit facility 35.1 41.5 - 10.7 Elis acquisition debt 1,883.1 2,021.0 439.6 378.6 Legendre Holding 22 loan (Danone) 710.2 708.2 113.1 52.0 APCOA loan 597.3 531.5 105.5 106.8 Legendre Holding 19 loan (Accor) 544.2 537.0 146.6 8.2 ANF/Immobilière Bingen loan 474.8 474.8 117.8 3.7 B&B Hotels loan 184.7 184.7 17.9 47.8 EEL/RedBirds Part. loan (Station Casinos) 108.2 104.1 19.0 0.0 Bank overdrafts 57.7 57.8 0.2 0.0 Finance lease (excluding Europcar fleet) 36.0 34.3 16.4 0.0 Other loans 53.1 55.1 2.3 1.5 TOTAL INTEREST-BEARING LOANS AND BORROWINGS 7,634.3 7,698.7 1,454.2 679.0

Future contractual cash flows are based on the receivables shown The figures for interest payable reflect the total interest payable until in the balance sheet at the end of the fiscal year, and ignore any the due date or planned repayment date of the loan concerned. possible subsequent management decision capable of significantly They were estimated on the basis of the “forward” rates calculated changing the Group’s financial debt structure or hedging policy. from the yield curves on December 31, 2008. Particularly, even though the volume of the financing debt of the Europcar fleet is variable (depending on the backed vehicle fleet), future cash flows were calculated on the basis of the consolidated debt as of December 31, 2008.

Note 14 – Derivatives and other non-current assets and liabilities

INTEREST-RATE DERIVATIVES Interest rate derivatives are measured on the basis of market data on the closing date (interest rate curve from which is deducted the The Eurazeo Group is exposed to interest rate-related risk. zero coupon curve). Their fair value is calculated using the cash Management actively manages this exposure to risk through the flow discounting model. They take into account the counter-party use of a number of derivative instruments. The purpose is to reduce risk associated with these contracts. fluctuations in cash flow resulting from changes in interest rates, where the Company deems it appropriate.

The interest rate swaps used by the Group help to convert part of the contracted variable-rate debt into fixed-rate debt.

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The table below details the impact of interest-rate derivatives on the consolidated financial statements of Eurazeo:

Changes in fair Impact Fair values value during on financial Impact (In thousands of euros) Principal at 12/31/2008 the fiscal year income* on equity Interest rate swaps maturity 2010 to 2012 1,664,741 21 (10,762) (124) (10,638) Interest rate swaps maturity 2014 21,679 59 59 19 40 Other interest rate swaps (including swaps due in the year) - (2,030) (1,220) (810) Total non-current asset derivatives 80 Interest rate swaps maturity 2009 365,000 (18,586) (18,586) - (18,586) Interest rate swaps maturity 2010 1,100,084 (28,084) (32,039) 4,152 (36,191) Interest rate swaps maturity 2011 1,282,369 (35,469) (43,875) - (43,875) Interest rate swaps maturity 2012 2,089,810 (76,834) (77,645) (681) (76,964) Interest rate swaps maturity 2013 and 2014 1,063,713 (71,563) (71,261) (501) (70,760) Other interest rate swaps 11,000 (604) (604) (115) (489) Total non-current liability derivatives (231,140) TOTAL INTEREST-RATE DERIVATIVES ELIGIBLE FOR HEDGE ACCOUNTING (231,060) (256,743) 1,530 (258,273) Other interest rate swaps 45--- Total current asset derivatives 45--- Other interest rate swaps (47) 190 190 - Total current liability derivatives (47)--- TOTAL DERIVATIVES NOT ELIGIBLE FOR HEDGE ACCOUNTING (2) 190 190 - * Ineffective portion of instruments eligible for hedge accounting and change in fair value of other derivatives.

As of December 31, 2008, the equity reserve regarding the interest I the changes in the yield curve have an impact on variable- rate swaps recognized as cash flow hedge instrument was a rate financial instruments where these are not designated negative figure of €171.8 million after tax. This reserve is released as hedged. Interest rate movements have an effect on the when the hedged items affect the income statement. gross debt servicing cost, and are therefore included when calculating the sensitivity of income and equity to interest rate- related risks; INTEREST RATE-RELATED RISK I the changes in the yield curve have an impact on the fair values In accordance with IFRS 7, interest rate-related risk is presented of those derivatives designated as hedging instrument in a cash as part of a sensitivity analysis. It reflects the impact of interest rate flow hedge. The fair value change of the instrument impacts movements on interest expenses, financial income and on equity. the hedge reserve in equity. This impact is therefore included The interest rate sensitivity analysis is based on the following when calculating the sensitivity of equity to interest rate-related assumptions: risks;

I the changes in the yield curve have no impact on fixed-rate I that changes in the yield curve have an impact on derivatives financial instruments where these are measured at their (interest rate swaps, caps, etc.) that do not qualify for hedge amortized cost; accounting insofar as these changes affect their fair value. These movements are recognized in the income statement. This impact is therefore included when calculating the sensitivity of income and equity to interest rate-related risks.

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The following table shows the effect on Eurazeo Group results of +100 basis point and -100 basis point movements in interest rates based on the above assumptions, and on the basis of an instant impact parallel with the full length of the curve occurring on Day 1 of the fiscal year and remaining constant thereafter:

+100 bp -100 bp Type Hedging reserves Net financial income Hedging reserves Net financial income Financial instruments designated as hedging instruments 159,895 13 (167,669) (15) Non-derivative variable-rate financial instruments (not hedged) (16,581) 16,581 Total derivatives not eligible for hedge accounting TOTAL IMPACT (PRE-TAX) 159,895 (16,568) (167,669) 16,566 Sensitivity of equity to interest rate changes +100 bp 2.1% -100 bp -2.3% Sensitivity of financial income to interest rate changes +100 bp 3.0% -100 bp -3.0%

OTHER DERIVATIVES FINANCIAL INSTRUMENTS (CURRENT ) As part of restructuring and financially streamlining its listed shares portfolio (disposal of Air Liquide shares, financing of Danone and Accor shares), Eurazeo entered into a number of contracts, certain components of which were identified at derivatives. These derivative instruments are as follows:

Changes in fair Fair values at value during the Impact on financial Separate recognition (In thousands of euros) 12/31/2008 fiscal year income of a derivative Embedded derivative associated with the structured financing of Accor shares 231,128 231,128 134,588 96,540 Embedded derivative associated with the structured financing of Danone shares 222,457 222,457 (6,901) 229,358 Embedded derivative associated with the structured financing of Danone shares - (41,736) (41,736) - Other derivatives 794 (614) (614) - TOTAL OF OTHER ASSET DERIVATIVES 454,379 411,235 85,337 325,898 Equity swap associated with the structured financing of Accor shares (231,128) (231,128) (134,588) (96,540) Equity swap associated with the structured financing of Danone shares (222,457) (222,457) 6,901 (229,358) Equity swap associated with the structured financing of Air Liquide shares - 32,362 32,362 - Derivative associated with the optimized disposal of Veolia shares - 32,978 32,978 - Other derivatives (11,100) (11,100) (11,100) - TOTAL OF OTHER LIABILITY DERIVATIVES (464,685) (399,345) (73,447) (325,898)

Derivatives associated with structured financing are measured on the basis of market data on the closing date (stock market price, interest rate) and estimated data (expected dividend distribution rate). Their fair value is calculated using a cash flow discounting model.

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OTHER NON-CURRENT ASSETS AND LIABILITIES (In thousands of euros) Notes 12/31/2008 12/31/2007 Total derivatives not eligible for hedge accounting 80 25,137 Other non-current asset derivative instruments 1,987 - Financial assets mobilized for the financing 9 251,236 - Employee benefits plan assets 12 932 - Other non-current assets 11,369 13,869 Other non-current assets 265,604 39,006 Non-current liability derivative instruments. 231,140 3,423 Other non-current liabilities 4,178 1,759 Other non-current liabilities 235,318 5,182

Note 15 – Trade and other payables

(In thousands of euros) 12/31/2008 12/31/2007 Trade payables 966,487 965,456 Down payments from customers 2,367 3,416 Other creditors 2,902 2,226 TOTAL TRADE AND OTHER PAYABLES 971,756 971,098

Note 16 – Other assets and liabilities

(In thousands of euros) 12/31/2008 12/31/2007 Prepaid expenses 73,054 51,123 Other assets 2,568 3,119 Total other assets 75,622 54,242 Current income tax payable 126,745 148,811 Employee benefits payable 140,294 139,909 Other debt 341,638 369,477 TOTAL OTHER LIABILITIES 481,932 509,386

Note 17 – Segment reporting

The business of the Eurazeo group of companies can be divided I Real Estate: into three separate segments: - ANF and Immobilière Bingen; I The Holding company: - Other companies with real estate-reated investments;

- Eurazeo; I Private Equity: - Legendre Holding 11 (Air Liquide); - Elis ; - Legendre Holding 22 (Danone); - Europcar ; - Eurazeo Partners funds; - APCOA ; - Euraleo and Italian investment holding companies; - B&B Hotels ; - Eurazeo Services Lux; - Accor ;

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- Rexel ; - Sirti ; - Financière Truck (Investissement) / Fraikin ; - Intercos.

Note 24 – Subsidiaries and associates shows the segment to which each consolidated company is affiliated.

SEGMENT REPORTING AS OF DECEMBER 31, 2008 (In millions of euros) Holding business Real estate Private Equity Total Goodwill 2.2 156.7 2,923.3 3,082.3 Plant/Prop/Equipment & Int. assets 4.4 210.9 2,518.4 2,733.8 Investment properties - 1,031.7 - 1,031.7 Available-for-sale financial assets 1,464.6 65.8 18.5 1,548.9 Other assets 88.2 7.4 325.3 420.8 Investment in associates - - 2,007.2 2,007.2 Non-current assets 1,559.4 1,472.6 7,792.7 10,824.7 Other assets 235.5 49.2 3,651.1 3,935.8 Cash assets 268.0 25.9 507.3 801.2 Current assets 503.4 75.1 4,158.4 4,736.9 ASSETS 2,062.9 1,547.7 11,951.1 15,561.7 Share capital and reserves 3,573.7 583.9 (34.7) 4,122.9 Treasury shares (135.3) - - (135.3) Net profit, December 31, 2008 206.4 (165.3) (102.1) (61.0) Shareholders’ equity 3,644.8 418.6 (136.8) 3,926.6 Minority interests 45.0 403.6 6.7 455.3 Interests on limited partnership funds 338.1 - - 338.1 Provisions (including for taxes) 90.4 83.8 879.4 1,053.6 Financial d ebt 860.3 592.0 6,182.0 7,634.3 Other liabilities 303.7 48.7 1,801.4 2,153.7 LIABILITIES AND EQUITY 5,282.4 1,546.6 8,732.7 15,561.7

(In millions of euros) Holding business Real estate Private Equity Total Revenue from continuing operations 92.7 31.5 3,929.7 4,054.0 Other income 307.9 (151.1) 0.9 157.7 Ordinary expenses (46.8) (20.4) (3,276.8) (3,344.0) Depreciation allowance net of reversal 1.0 (5.6) (225.5) (230.1) Other items (0.4) 0.7 16.7 16.9 Operating income before other income and expenses 354.5 (144.9) 444.9 654.4 Other revenue and expenses (2.2) 28.4 (185.4) (159.1) Operating income 352.3 (116.4) 259.5 495.4 Net debt servicing cost (34.3) (22.6) (438.9) (495.8) Taxes (96.2) 1.7 4.8 (89.7) Other revenue and expenses (21.5) (3.1) (34.6) (59.2) Share of income of entities accounted for under the equity method - - 78.4 78.4 NET INCOME 200.2 (140.5) (130.8) (71.0) Group 206.4 (165.3) (102.1) (61.0) Minority interests (6.2) 24.8 (28.7) (10.0)

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COMPARATIVE SEGMENT REPORTING AS OF DECEMBER 31, 2007 (In millions of euros) Holding business Real estate Private Equity Total Goodwill 2.2 156.7 3,061.2 3,220.2 Plant/Prop/Equipment & Int. assets 6.1 207.4 2,524.5 2,737.9 Investment properties - 930.4 - 930.4 Available-for-sale financial assets 3,978.0 265.0 15.3 4,258.4 Other assets 39.7 1.0 128.9 169.7 Investment in associates - - 883.1 883.1 Non-current assets 4,026.1 1,560.6 6,613.0 12,199.7 Other assets 55.5 55.9 3,996.8 4,108.1 Cash assets 195.8 61.1 475.2 732.1 Current assets 251.3 116.9 4,472.0 4,840.2 ASSETS 4,277.4 1,677.5 11,085.0 17,039.9 Share capital and reserves 4,704.2 460.3 (483.5) 4,680.9 Treasury shares (164.4) - - (164.4) 2007 income 11.0 206.3 683.7 901.1 Shareholders’ equity 4,550.9 666.6 200.2 5,417.7 Minority interests 39.6 396.4 110.9 546.9 Interests on limited partnership funds 226.0 - - 226.0 Provisions (including for taxes) 188.3 88.0 1,054.0 1,330.3 Financial d ebt 1,643.7 411.9 5,912.2 7,967.7 Other liabilities 109.1 19.0 1,423.3 1,551.3 LIABILITIES AND EQUITY 6,757.5 1,581.8 8,700.6 17,039.9

(In millions of euros) Holding business Real estate Private Equity Total Revenue from continuing operations 71.6 47.4 2,874.4 2,993.4 Other income 18.9 297.4 950.9 1,267.2 Ordinary expenses (40.0) (40.8) (2,511.9) (2,592.7) Depreciation allowance net of reversal - (2.4) (182.7) (185.0) Other items (10.1) (1.1) 17.9 6.7 Operating income before other income and expenses 40.4 300.6 1,148.5 1,489.5 Other revenue and expenses 3.1 (1.2) (31.0) (29.1) Operating income 43.5 299.3 1,117.6 1,460.4 Net debt servicing cost (67.5) (5.3) (280.7) (353.5) Taxes 8.0 (21.0) (54.0) (67.0) Other revenue and expenses 13.7 0.8 (22.0) (7.5) Share of income of entities accounted for under the equity method - - 106.1 106.1 NET INCOME (2.3) 273.8 867.0 1,138.5 Group 11.0 206.3 683.7 901.1 Minority interests (13.4) 67.5 183.3 237.4

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Note 18 – Operating income

REVENUE FROM CONTINUING OPERATIONS Revenue from continuing operations consisted of the following:

2008 2007 Sales Sale Cash Lease Other (In thousands of euros) of goods of services proceeds Royalties Dividends income revenue Total Danone 30,747 30,747 27,952 Air liquide 29,463 29,463 10,187 Banca Léonardo 5,556 5,556 2,840 Veolia Environnement 10,994 10,994 9,204 Recurrent dividends 76,760 76,760 50,183 Fraikin Groupe revenue - 132,433 B&B Hotels revenue 159,777 479 1,372 161,628 150,313 Europcar revenue 50,804 1,932,554 107,953 2,091,311 1,926,534 APCOA revenue 642,056 642,056 413,439 Elis revenue 49,909 980,076 10 1,216 1,031,211 251,535 Revenue from real estate 29,326 978 30,304 30,197 Income from financial assets classified as held for trading 14,041 14,041 16,741 Other 2,614 3,958 77 6,649 22,007 REVENUE FROM CONTINUING OPERATIONS 49,909 1,784,523 14,041 51,283 80,728 1,961,880 111,596 4,053,960 2,993,382

Revenue from continuing operations for B&B Hotels comprises Revenue from the continuing operations of APCOA group comprises hotel room rental services and royalties received from the B&B of services rendered in regards to car park management. Hotels franchise network. Revenue from the continuing operations of Elis Group comprises Revenue from continuing operations for Europcar group comprises of textile rental and cleaning services, industrial cloths and other of revenue from the leasing of vehicles, fees on services related sanitary gear. to vehicle leasing (including fuel) and royalties received from the Revenue from the continuing operations of ANF comprises rents network of Europcar franchises, net of discounts and reductions collected on the real estate assets of Lyons and Marseilles. and excluding intragroup sales, value added taxes and other sales taxes.

OTHER REVENUE AND EXPENSES FROM OPERATIONS (In thousands of euros) Notes 2008 2007 Capital gains (losses) on securities portfolio* 310,886 928,315 Impairment losses of available-for-sale financial assets 5 (197,868) - Other capital gains (losses) and disposal expenses 7,904 (6,360) Change in the fair value of investment properties 4 36,692 207,139 Other revenue and expenses** 58 138,068 OTHER INCOME 157,672 1,267,162 * Includes Fraikin Group depreciation savings of 39,047,000 thousands of euros in 2007. ** In 2008, invoices for Europcar fuel and sundry products were reclassified in revenues for €108 million (€120.4 million in 2007).

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REALIZED CAPITAL GAINS AND LOSSES ON THE SECURITIES PORTFOLIO IN FISCAL 2008 Transf. Impairment Capital gross Gross capital in income Net capital (In thousands of euros) proceeds Historic cost gains or losses or loss gains or losses Veolia Environnement 463,939 (242,584) 221,355 - 221,355 Air Liquide 1,258,669 (1,205,272) 53,397 - 53,397 Danone 34,563 (6,565) 27,998 - 27,998 Colyzeo I 31,428 (9,677) 21,751 - 21,751 Other shares 5,006 (250) 4,756 - 4,756 Capital gains on available-for-sale assets 1,793,605 (1,464,348) 329,257 - 329,257 Collife 1,110 (9,744) (8,634) - (8,634) Cegid 5,119 (14,844) (9,725) - (9,725) Other shares 62 (74) (12) - (12) Capital losses on available-for-sale assets 6,291 (24,662) (18,371) - (18,371) TOTAL CAPITAL GAINS 1,799,896 (1,489,010) 310,886 - 310,886

Capital gains achieved in 2007 on the securities portfolio including in particular:

I capital gain on the disposal of Fraikin Group (€246.6 million);

I capital gain on the disposal of Eutelsat Communications (€589.4 million);

I a dilution profit on ANF (€56.2 million).

IMPAIRMENT ON THE SECURITIES PORTFOLIO RECOGNIZED IN FISCAL 2008 2008 Reversal Reversals of impairment (In thousands of euros) Note Impairment losses on disposal losses* Station Casinos 5 (144,561) - - Colyzeo II 5 (53,307) - - ADDITIONS TO AND REVERSALS OF PROVISIONS ON PORTFOLIO (197,868) - - * Reversals in equity.

Note 19 – Number of employees and payroll expenses

PAYROLL EXPENSES (In thousands of euros) 2008 2007 Wages and salaries 709,422 439,435 Social security contributions 180,523 116,374 Mandatory/Optional profit-sharing 24,883 10,344 Share based payments 6,145 7,335 Other employee benefits 1,394 92 TOTAL PAYROLL EXPENSES 922,367 573,580

The increase in personnel costs can be explained by the full-year contribution of acquisitions made in 2007 period (APCOA: acquisition on April 26, 2007 and Elis: acquisition on October 4, 2007).

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STAFF (In number of people) 2008 2007 Executives 3,020 2,898 Supervisory personnel 1,642 1,405 Office and sales employees 7,398 7,815 Production and maintenance employee 14,831 14,580 PRODUCTION AND MAINTENANCE EMPLOYEES 26,891 26,698 France 13,754 13,761 Europe excluding France 12,525 12,937 Rest of the world 612 TOTAL EMPLOYEES 26,891 26,698

The total labor force of the Eurazeo group, including companies accounted for using the equity method was approximately 157,000 (versus 63,000 as of December 31, 2007).

Note 20 – Financial income

(In thousands of euros) Note 2008 2007 Interest expenses on debt (539,688) (350,914) Total finance cost-gross (539,688) (350,914) Revenue and expenses on traded rate derivatives 14 1,720 462 Revenue and expenses on other traded derivatives 14 11,890 (29,419) Changes in the fair value of financial assets held for trading (1,121) (829) Other financial income and expenses 31,374 27,180 Total revenue from cash and cash equivalents 43,863 (2,606) Total finance cost-net (495,825) (353,520) Negative exchange rate differences (42,185) (8,213) Positive exchange rate differences 31,144 10,151 Other (48,220) (9,505) Total other financial income and expenses (59,261) (7,567) FINANCIAL INCOME (555,086) (361,087)

The increase in interest expenses on debt can be explained by the full-year contribution of acquisitions for the 2007 period (APCOA and Elis).

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Note 21 – Taxes

(In thousands of euros) 2008 2007 Consolidated net income (71,058) 1,138,475 Entities accounted for by the equity method (78,364) (106,107) Current taxes 119,063 119,139 Deferred taxes (29,370) (52,151) Income before taxes (59,729) 1,099,356 Theoretical tax rate 34,43% 34,43% Theoretical tax (20,565) 378,508 Actual tax expense 89,693 66,988 Difference (110,258) 311,520 Breakdown of difference Differences in tax rates and transactions subject to reduced rates 13,252 42,148 Non-taxable items (or non deductible) (97,232) 258,261 Prior losses, not utilized (24,905) (9,114) Prior tax losses utilized 518 20,006 Cancellation of deferred tax liabilities (assets) (9,185) (2,890) Annual minimum tax and other differences 7,294 3,109

The following table shows the sources of deferred tax assets and liabilities (in terms of tax):

Changes in Impact 12/31/2007 consolidation Impact currency 12/31/2008 (In thousands of euros) net scope Income on equity fluctuations net Deferred tax sources – Asset items Intangible assets (587,985) (646) 22,097 - 10,285 (556,249) Property, plant and equipment (49,306) (1,269) 1,812 - 1,668 (47,095) Investment properties (52,752) - 5,921 - - (46,831) Available-for-sale financial assets (150,186) - 16,444 140,232 7 6,497 Vehicle fleet (13,126) - 1,014 - 3,058 (9,054) Other assets 2,882 (161) 2,017 - (169) 4,569 Derivative financial instruments – assets (21,346) - 14,905 5,359 - (1,082) Deferred tax sources – Liability items Provisions 8,595 - (1,948) - (12) 6,635 Employee benefits 12,583 420 709 (2,973) 196 10,935 Loans (19,146) 213 (7,215) 42 (389) (26,495) Other liabilities 4,746 330 (1,971) - (1,343) 1,762 Derivative financial instruments – liabilities 18,480 - (17,891) 82,022 14 82,625 Other 3,946 2 (16,861) 3,760 (1,677) (10,830) Prior deficits 77,577 15 10,337 - (4,006) 83,923 NET DEFERRED TAX ASSETS (LIABILITIES) (765,038) (1,096) 29,370 228,442 7,632 (500,690) Deferred tax assets 130,679----155,223 Deferred income tax liabilities (895,717)----(655,912)

Deferred tax assets are recognized as carried forward tax losses wherever there is a strong likelihood that they can be applied against future income.

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Recognition of deferred tax assets arising from tax losses can be analyzed as follows:

T ax losses anteriority Total (In thousands of euros) pre- 2005 2006 2007 2008 Tax losses (base) 68,109 57,836 51,779 221,131 398,855 Tax losses utilized 54,506 45,252 26,102 146,780 272,640 Tax loss utilization cut-off date unlimited unlimited unlimited unlimited Deferred tax assets arising from tax losses 16,197 12,435 7,225 48,066 83,923 i.e. an average tax rate of: 29,72% 27,48% 27,68% 32,75% 30,78% Tax deficits for which no asset has been recognized (base) 13,603 12,584 25,677 74,351 126,215

Note 22 – Other information concerning fi nancial assets and liabilities

Please also refer to the management report for further information concerning the information required under IFRS 7.

FAIR VALUE AND BOOK VALUE OF FINANCIAL ASSETS AND LIABILITIES 12/31/2008 Breakdown of financial instrument by category Fair value through Fair value Debt at Derivative Balance profit through Loans and amortized financial (In thousands of euros) Notes sheet value Fair value or loss equity receivables cost instrument Available-for-sale financial assets (non-current) 5 1,549 1,549 - 1,549 - - - Other non-current assets 14 266 266 1 263 - 2 Trade and other receivables 7 1,271 1,271 - - 1,271 - Available-for-sale financial assets (current) 5 6 6 - 6 - - Vehicle fleet 8 1,982 1,982 - - 1,982 - Other assets 14-16 530 530 - - 76 - 454 Other short term deposits 9 94 94 94 - - - - Cash and cash equivalents 9 708 708 708 - - Financial assets 6,406 6,406 803 1,555 3,592 - 456 Interest-bearing loans and borrowings 13 5,456 4,916 - - - 4,916 - Other non-current liabilities 14 235 235 - - 4 - 231 Trade and other payables 15 972 972 - - 972 - - Other liabilities 15-14 947 947 - - 482 - 465 Bank overdrafts and portions of loans due in less than one year 13 2,178 2,178 58 - - 2,120 - Financial liabilities 9,788 9,247 58 - 1,458 7,036 696

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12/31/2007 Breakdown of financial instrument by category Fair value through Fair value Debt at Derivative Balance profit or through Loans and amortized financial (In millions of euros) Notes sheet value Fair value loss equity receivables cost instrument Available-for-sale financial assets (non-current) 5 4,258 4,258 - 4,258 - - - Other non-current assets 14 39 39 - - 12 2 25 Trade and other receivables 7 1,356 1,356 - - 1,356 - - Available-for-sale financial assets (current) 5 3 3 - 3 - - - Vehicle fleet 8 2,526 2,526 - - 2,526 - - Other assets 14-16 101 101 - - 59 - 42 Other short term deposits 9 66 66 66---- Cash and cash equivalents 9 666 666 619 - 47 - - Financial assets 9,015 9,015 685 4,261 4,000 2 67 Interest-bearing loans and borrowings 13 5,119 5,026 - - - 5,026 - Other non-current liabilities 14 5 5 - - 2 - 3 Trade and other payables 15 971 971 - - 971 - - Other liabilities 15-14 576 576 - - 489 21 66 Bank overdrafts and portions of loans due in less than one year 13 2,849 2,849 2 - - 2,847 - Financial liabilities 9,520 9,427 2 - 1,462 7,894 69

The key valuation methods applied are as follows: I loans and financial debts are recognized at their amortized cost, using the Effective Interest Rate (EIR) method. For unlisted I items recognized at their fair value through profit or loss are, like debt, the fair value shown only reflects interest rate movements derivatives, marked to market (for listed instruments) or marked for fixed-rate debts, whilst those for total debt include any to a model based on interbank market rates (Euribor, etc.); movement in Group credit risk. The closing price was retained I available-for-sale financial assets are marked to market (for for listed debt (Europcar bonds); listed securities), to recent transactions or the relevant net I given their very short due dates, the fair value of debts (including asset value; the vehicle fleet) and supplier payables is incorporated into their balance sheet value.

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Note 23 – Related-party disclosures

Eurazeo has no financial commitments on behalf of related At December 31, 2008, the net value of affiliates (associated companies other than those mentioned in these notes. companies only) shown in the Company’s balance sheet and the Group’s share of their income were as follows: Executive Board members are the key managers of Eurazeo as defined in IAS 24.

Financial (In thousands of euros) Holding company Income expenses Assets Liabilities Associated companies Financière Truck (Investissement)/Fraikin Equity holdings Eurazeo - - 16,587 - Equity holdings EP - - 3,317 - Convertible bonds Eurazeo - - 31,826 - Convertible bonds EP - - 6,365 - Interest on CB Eurazeo 2,718 - 4,961 - Interest on CB EP 511 - 957 - Accor Equity holdings Legendre Holding 19 - - 1,157,157 - Income from equity stakes Legendre Holding 19 61,618--- Ray Investment/SARL Rexel Equity holdings Ray France Invest. - - 489,374 - Sale of services Ray France Invest. 1,049--- Income from equity stakes Ray France Invest. 3,872--- Intercos Equity holdings Broletto 1 - - 91,340 - SIIT (Sirti) Equity holdings Broletto 2 - - 66,062 - Key managers Short-term benefits(1) Eurazeo - (5,801) - - Post-employment benefits(2) Eurazeo - - - (7,922) Share-based payments Eurazeo - (4,164) - - (1) The short-term benefits of key managers include salaries with a variable portion which reflect the objectives linked to achievements in the year. (2) Key managers receive benefits under a “top hat” executive retirement scheme if in service with the company at the time of retirement.

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Note 24 – Subsidiaries and associates

Registered Method of % Changes in Name office Country consolidation % of holding interests consolidation scope Parent company Eurazeo Paris France Holding company activity Legendre Holding 11 Paris France Full 100.00% 100.00% Legendre Holding 15 Paris France Full 100.00% 100.00% Exit Legendre Holding 22 Paris France Full 100.00% 100.00% Acquisition Catroux Paris France Full 100.00% 100.00% Eurazeo Management Lux Luxembourg Luxembourg Full 100.00% 100.00% Eurazeo Services Lux Luxembourg Luxembourg Full 100.00% 100.00% Eurazeo Partners Luxembourg Luxembourg Full 100.00% 7.25% ECIP Europcar Luxembourg Luxembourg Full 100.00% 3.71% Eurazeo Partners B Luxembourg Luxembourg Full 100.00% 6.21% ECIP Italia Luxembourg Luxembourg Full 100.00% 16.23% ECIP Elis Luxembourg Luxembourg Full 100.00% 6.61% ECIP Agree Luxembourg Luxembourg Full 100.00% 6.66% Acquisition Euraleo Milan Italy Full 50.00% 50.00% Eurazeo Italia Milan Italy Full 100.00% 100.00% Real Estate Immobilière Bingen Paris France Full 100.00% 100.00% ANF Paris France Full 62.83% 62.83% Eurazeo Real Estate Lux Luxembourg Luxembourg Full 100.00% 100.00% Legendre Holding 8 Paris France Full 100.00% 100.00% Eurazeo Entertainment Lux Luxembourg Luxembourg Full 100.00% 100.00% RedBirds Participations Luxembourg Luxembourg Full 100.00% 100.00% Private Equity Accor group of companies Legendre Holding 19 Paris France Full 100.00% 87.17% Acquisition Accor – consolidated group Paris France Equity 20.04% 9.14% Acquisition B&B Hotels group of companies Groupe B&B Hotels SAS Brest France Full 79.24% 74.13% Financière B&B Hotels SAS Brest France Full 100.00% 74.13% B&B Hotels SAS Brest France Full 100.00% 74.13% Boscotel SAS Brest France Full - - Merger Francitel SARL Brest France Full - - Merger JC Morgan’s Hôtel SARL Brest France Full - - Merger Quentin’s Hôtel SARL Brest France Full - - Merger Aix Pont de l’Arc Hôtel SNC Dijon France Full - - Merger Angers Hôtel SNC Dijon France Full - - Merger Annecy Hôtel SNC Dijon France Full - - Merger Aser Hôtel SNC Dijon France Full - - Merger Avignon Hôtel SNC Dijon France Full - - Merger Beaune Hôtel SNC Dijon France Full - - Merger Bourges Hôtel SNC Dijon France Full - - Merger Brignoles Hôtel SNC Dijon France Full - - Merger

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Registered Method of % Changes in Name office Country consolidation % of holding interests consolidation scope Brive Hôtel SNC Dijon France Full - - Merger Bussy Hôtel SNC Dijon France Full - - Merger Caen Hôtel SNC Dijon France Full - - Merger Calais Hôtel SNC Dijon France Full - - Merger Chartres Hôtel SNC Dijon France Full - - Merger Châteauroux Hôtel SNC Dijon France Full - - Merger Colmar Hôtel SNC Dijon France Full - - Merger Dijon Pouilly Hôtel SNC Dijon France Full - - Merger Élysées Lyon Gambetta SNC Dijon France Full - - Merger EurHôtel SNC Dijon France Full - - Merger Freyming Hôtel SNC Dijon France Full 100.00% 74.13% Frouard Hôtel SNC Dijon France Full - - Merger Gerzat Hôtel SNC Dijon France Full 100.00% 74.13% Goussainville Hôtel SNC Dijon France Full - - Merger Harfleur Hôtel SNC Dijon France Full - - Merger La Villette Hôtel SNC Dijon France Full - - Merger Laxou Hôtel SNC Dijon France Full - - Merger Le Mans Hôtel SNC Dijon France Full - - Merger Les Lisses Hôtel SNC Dijon France Full - - Merger Lézennes Hôtel SNC Dijon France Full - - Merger Limoges Hôtel SNC Dijon France Full - - Merger Lyon Hôtel SNC Dijon France Full - - Merger Marsannay Hôtel SNC Dijon France Full - - Merger Maurepas Hôtel SNC Dijon France Full - - Merger Metz Hôtel SNC Dijon France Full - - Merger Meyzieu Hôtel SNC Dijon France Full - - Merger Monéteau (ex-Montbéliard) Hôtel SNC Dijon France Full - - Merger Montélimar Hôtel SNC Dijon France Full - - Merger Montpellier Hôtel SNC Dijon France Full - - Merger Mulhouse Hôtel SNC Dijon France Full - - Merger Narbonne Hôtel SNC Dijon France Full - - Merger Noisy le Grand Hôtel SNC Dijon France Full - - Merger Ollioules Hôtel SNC Dijon France Full - - Merger Paray-le-Monial Hôtel SNC Dijon France Full 100.00% 74.13% Perpignan Hôtel SNC Dijon France Full 100.00% 74.13% Poitiers Hôtel SNC Dijon France Full - - Merger Rennes Hôtel SNC Dijon France Full - - Merger Roquebrune Hôtel SNC Dijon France Full - - Merger Savigny Hôtel SNC Dijon France Full - - Merger Saumaty Séon Hôtel SNC Dijon France Full - - Merger Semecourt Hôtel SNC Dijon France Full - - Merger Saint Michel sur Orge Hôtel SNC Dijon France Full - - Merger Saint Sébastien sur Loire Hôtel SNC Dijon France Full - - Merger Strasbourg Hôtel SNC Dijon France Full - - Merger Tours Hôtel SNC Dijon France Full - - Merger Troyes Hôtel SNC Dijon France Full - - Merger Valence Hôtel SNC Dijon France Full - - Merger

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Registered Method of % Changes in Name office Country consolidation % of holding interests consolidation scope Vendenheim Hôtel SNC Dijon France Full - - Merger Villeneuve-Loubet Hôtel SNC Dijon France Full - - Merger Villepinte Hôtel SNC Dijon France Full - - Merger APJ SARL Dijon France Full 100.00% 74.13% BMJ Hôtellerie Brest France Full - - Acquisition/Merger BMJ Immobilière Brest France Full 100.00% 74.13% Acquisition B&B Hôtel GMBH Wiesbaden Germany Full 100.00% 74.13% North. B&B Hotels Italia Srl Milan Italy Full 100.00% 74.13% Acquisition B&B Hotels Polka Sp. Zo.o. Warsaw Poland Full 100.00% 74.13% Acquisition B&B Hotels Hungary Budapest Hungary Full 100.00% 74.13% Acquisition Palier Europcar Europcar Groupe Guyancourt France Full 100.00% 85.10% Europcar International SASU Guyancourt France Full 100.00% 85.10% Europcar Holding SAS Guyancourt France Full 100.00% 85.10% EIS EEIG Guyancourt France Full 100.00% 85.10% Europcar France SAS Guyancourt France Full 100.00% 85.10% Securitifleet France SASU Guyancourt France Full 100.00% 4.26% Delta Service Auto SARL Guyancourt France Full 100.00% 85.10% Parcoto Services SARL Rouen France Full 100.00% 85.10% Europcar International SA und Co OHG Hamburg Germany Full 99.00% 84.25% Europcar Autovermietung GmBH Hamburg Germany Full 100.00% 85.10% Securitifleet Germany GmBH Hamburg Germany Full 100.00% 4.26% InterRent Immobilien GmBH Hamburg Germany Full 100.00% 85.10% Ultramar Cars SL Palma de Spain Full 100.00% 85.10% Mallorca Europcar SA Belgium Zaventen Belgium Full 100.00% 85.10% Keddy NV Zaventen Belgium Full - - Exit Europcar IB SA Madrid Spain Full 100.00% 85.10% Securitifleet Spain SL Madrid Spain Full 100.00% 3.40% Europcar United Kingdom Limited Watford United Kingdom Full 100.00% 85.10% Europcar Italia SpA Rome Italy Full 100.00% 85.10% Securitifleet Italy Srl Rome Italy Full 100.00% 5.11% Europcar Internacional Aluger de Lisbon Portugal Full 99.99% 85.09% Automovies Monaco Auto Location SAM Monaco Monaco Full 100.00% 85.10% PremierFirst Car Rental EMEA Holdings Leicester United Kingdom Full 100.00% 85.10% Ltd PremierFirst Rental (Holdings) Ltd Leicester United Kingdom Full 100.00% 85.10% PremierFirst Rental (Group) Ltd Leicester United Kingdom Full 100.00% 85.10% PremierFirst Rental Ltd Leicester United Kingdom Full 100.00% 85.10% Diplema 272 Ltd Leicester United Kingdom Full 100.00% 85.10% Diplema 274 Ltd Leicester United Kingdom Full 100.00% 85.10% Provincial Assessors Ltd Leicester United Kingdom Full 100.00% 85.10% PremierFirst Rental (Properties) Ltd Leicester United Kingdom Full 100.00% 85.10% PremierFirst Rental Pension Scheme Leicester United Kingdom Full 100.00% 85.10% Trustees Ltd PremierFirst Rental (Holland) BV The Hague The Netherlands Full 100.00% 85.10%

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Registered Method of % Changes in Name office Country consolidation % of holding interests consolidation scope PremierFirst Rental Insurances St Peter Port Guernsey Full 99.60% 84.76% (Guernsey) Mtd PremierFirst Rental (UK) Ltd Leicester United Kingdom Full 73.00% 62.12% Provincial Securities Ltd Leicester United Kingdom Full 100.00% 85.10% PremierFirst Rental (German Wiesbaden Germany Full 100.00% 85.10% Holdings) GmbH PremierFirst Rental GmBH Wiesbaden Germany Full 100.00% 85.10% PremierFirst Autovermietung GmbH Wiesbaden Germany Full 100.00% 85.10% & Co. KG PremierFirst Rental (Switzerland) AG Zurich Switzerland Full 99.98% 85.09% PremierFirst Rental (Franchising) Ltd Leicester United Kingdom Full 100.00% 85.10% Eurogard Gibraltar Gibraltar Full 100.00% 85.10% Auto Ibiza Rent a Car SA Ibiza Spain Full 100.00% 85.10% Pitiusas Taller de Reparaciones SA Ibiza Spain Full 100.00% 85.10% Solcar SA Palma de Spain Full 100.00% 85.10% Mallorca Europcar Holding property Melbourne Australia Full 100.00% 85.10% Acquisition Europcar Australia Pty Ltd Victoria Australia Full 100.00% 85.10% Acquisition G1 Holdings (Australia) Pty Ltd Victoria Australia Full 100.00% 85.10% Acquisition CLA Holdings Pty Ltd Victoria Australia Full 100.00% 85.10% Acquisition SMJV Ltd Christchurch New-Zealand Full 100.00% 85.10% Acquisition BVJV Ltd Christchurch New-Zealand Full 100.00% 85.10% Acquisition MVS Holdings (Australia) Pty Ltd New South Australia Full 100.00% 85.10% Acquisition Wales MVS Trading Pty Ltd Australian Australia Full 100.00% 85.10% Acquisition Capital CLA Trading Pty Victoria Australia Full 100.00% 85.10% Acquisition E Rent a car Pty Ltd Victoria Australia Full 100.00% 85.10% Acquisition JSV Trading Pty Ltd Victoria Australia Full 100.00% 85.10% Acquisition BAJV Pty Ltd Victoria Australia Full 50.00% 42.55% Acquisition Delta Car Rentals Pty Ltd Victoria Australia Full 100.00% 85.10% Acquisition Delta Cars & Trucks Rentals Pty Ltd Victoria Australia Full 100.00% 85.10% Acquisition Eurofleet Sales Pty Ltd Victoria Australia Full 100.00% 85.10% Acquisition Eurofleet Pty Ltd Victoria Australia Full 100.00% 85.10% Acquisition GPV Pty Ltd Victoria Australia Full 100.00% 85.10% Acquisition SCJV Pty Ltd Victoria Australia Full 100.00% 85.10% Acquisition Nationalcar Pty Ltd Victoria Australia Full 100.00% 85.10% Acquisition Delta Truck Rentals Pty Ltd Victoria Australia Full 100.00% 85.10% Acquisition APCOA group of companies LH APCOA Paris France Full 100.00% 100.00% APCOA Group GmbH Stuttgart Germany Full 100.00% 84.54% APCOA Parking Holdings GmbH Leinfelden- Germany Full 100.00% 82.25% Echterdingen Parking Holding Zwei GmbH Leinfelden- Germany Full - - Merger Echterdingen APCOA Parking AG Leinfelden- Germany Full 100.00% 82.25% (former AE Holding AG) Echterdingen APCOA Autoparking GmbH Leinfelden- Germany Full 100.00% 82.25% Echterdingen

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Registered Method of % Changes in Name office Country consolidation % of holding interests consolidation scope Parcon Gesellschaft für Hamburg Germany Full 100.00% 41.95% Parkraummanagement und Consulting mbH OPG – Parking GmbH Osnabrück Germany Full 100.00% 41.95% APCOA Parking Service GmbH (WPS) Francfort Germany Full 100.00% 82.25% APCOA Parking Austria GesmbH Vienna Austria Full 100.00% 82.25% APCOA d.o.o. Rijeka Croatia Full 100.00% 82.25% APCOA Parking Holdings (UK) Limited London United Kingdom Full 100.00% 82.25% APCOA Parking (UK) Limited London United Kingdom Full 100.00% 82.25% First Management Group Limited London United Kingdom Full 100.00% 82.25% FMG (Harrow) Limited London United Kingdom Full 100.00% 82.25% APCOA Parking Services UK Limited London United Kingdom Full 100.00% 82.25% (CPS of UK) APCOA Parking Ireland Ltd. Lucan Village Ireland Full 100.00% 82.25% APCOA Holding Italia Srl Mantova Italy Full 100.00% 82.25% APCOA Parking Italia SpA Mantova Italy Full 100.00% 82.25% Central Parking System Parco Leonardo Rome Italy Full 100.00% 82.25% Srl EuroPark Holding AS Oslo Norway Full 100.00% 82.25% EuroPark Scandinavia Oslo Norway Full 100.00% 82.25% EuroPark AS Oslo Norway Full 100.00% 82.25% Interpark AS Oslo Norway Full 100.00% 82.25% EuroPark Svenska AB Stockholm Sweden Full 100.00% 82.25% EuroPark Väst AB Stockholm Sweden Full - - Merger EuroPark Öst AB Stockholm Sweden Full 100.00% 82.25% Garage AB Heimdal Stockholm Sweden Full - - Merger Rationell Parkeringsservice RPS AB Stockholm Sweden Full 100.00% 82.25% P-Smart AB Stockholm Sweden Full 100.00% 73.94% Parking Holding Danmark ApS Vejle Denmark Full 100.00% 82.25% EuroPark A/S Vejle Denmark Full 100.00% 82.25% Parkingi Polska Sp. z.o.o. Warsaw Poland Full 100.00% 82.25% APCOA Parking Nederland BV Rotterdam The Netherlands Full 100.00% 82.25% Central Parking Netherlands BV Amsterdam The Netherlands Full - - Merger WPM Parking BV Rotterdam The Netherlands Full 100.00% 82.25% Acquisition APCOA Belgium NV Antwerp Belgium Full 100.00% 82.25% Mobile-for NV Antwerp Belgium Full - - Exit APCOA Parking Switzerland AG Zurich Switzerland Full 100.00% 41.95% APCOA Parking Service Switzerland AG Bienne Switzerland Full 100.00% 82.25% APCOA Hellas EPE Athens Greece Full 100.00% 82.25% APCOA Parking Espana SA Madrid Spain Full 100.00% 82.25% Central Parking System Madrid SA Madrid Spain Full 100.00% 82.25% STPM Parkraummanagement Vienna Austria Equity - - Exit Gesellschaft m.b.H. Elis Grouping Holdelis (former Legendre Holding 20) Puteaux France Full 99.41% 83.22% M.A.J. Pantin France Full 100.00% 83.22% Les Lavandières Avrillé France Full 100.00% 83.22%

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Registered Method of % Changes in Name office Country consolidation % of holding interests consolidation scope Régionale de Location et Services Marcq en France Full 100.00% 83.22% Textiles Baroeul Pierrette – TBA Malzeville France Full 100.00% 83.22% Le Jacquard Français Gerardmer France Full 100.00% 83.22% GIE Elis Puteaux France Full 100.00% 83.22% Société d’Équipements Textiles Ivry sur Seine France Full 100.00% 83.22% Thimeau Meaux France Full 100.00% 83.22% Grenelle Service Gennevilliers France Full 100.00% 83.22% Cassiopée Nanterre France Full 100.00% 83.22% Société de Nettoyage Vitry sur Seine France Full 100.00% 83.22% et de désinfection d’Ivry Maison de Blanc Berrogain Anglet France Full 100.00% 83.22% SOC Vitry sur Seine France Full 100.00% 83.22% Location Blanchet Lecousse France Full 100.00% 83.22% Blanchisserie Poulard Nanterre France Full - - Exit Palace Services Nanterre France Full 100.00% 83.22% AD3 Dardilly France Full 100.00% 83.22% Holdelis Paris France Full - - Exit Novalis Puteaux France Full 100.00% 83.22% Francine Cergy Pontoise France Full - - Exit SCI Compans Pantin France Full 50.00% 41.61% SCI Château de Janville Puteaux France Full 100.00% 83.22% Quasar Puteaux France Full 100.00% 83.22% Lovetra Cergy Pontoise France Full 100.00% 83.22% GIE Eurocall Partners Villeurbanne France Full 100.00% 83.22% Blanchisserie Moderne Montlouis sur France Full 96.34% 80.17% Loire Blanchisserie des Trois Fontaines Fougères France Full 100.00% 83.22% Acquisition SCI La Forge Bondoufle France Full 100.00% 83.22% Société de Participations Cergy Pontoise France Full 100.00% 83.22% Commerciales et Industrielles SCI 2 Sapins Grenoble France Full 100.00% 83.22% SQUA Bois de Nefles France Full - - Exit - Saint Paul HTS France Décines France Full 100.00% 83.22% Charpieu SHF (former CWS France) Décines France Full 100.00% 83.22% Charpieu Ramassage de déchets médicaux Collegien France Full - - Acquisition/Exit Prohytex Industries Loudéac France Full 100.00% 83.22% Acquisition Molinel Frelinghien France Full 100.00% 83.22% Guston Molinel France Frelinghien France EM 50.00% 41.61% Hades Brussels Belgium Full 100.00% 83.22% SNDI (Suisse) SA Brügg Switzerland Full 100.00% 83.22% Elis Manomatic Barcelona Spain Full 100.00% 83.22% Gespal La Paloma Madrid Spain Full 100.00% 83.22% Acquisition Auxiliar Hotelera Arly Andorra Andorra Full 100.00% 83.22% Arly les Valls Andorra Andorra Full 100.00% 83.22%

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Registered Method of % Changes in Name office Country consolidation % of holding interests consolidation scope Spast Samora Portugal Full 100.00% 83.22% Correira Gafides Samora Portugal Full 100.00% 83.22% Acquisition Correira Elis Luxembourg Luxembourg Luxembourg Full 100.00% 83.22% Kennedy Hygiène Products LTD Uckfield UK Full 100.00% 83.22% Kennedy Exports LTD Uckfield UK Full 100.00% 83.22% Rentex Milan Italy Full 100.00% 83.22% Delta Textil-Service GmBH Rehburg- Germany Full 100.00% 83.22% Loccum Spies GmBH Wäscherei-Chemische Mörlenbach Germany Full 100.00% 83.22% Reinigung RWV Textilservice GMBH & Co. KG Rehburg- Germany Full 100.00% 83.22% Loccum RWV Textilservice Beteiligungs GmBH Rehburg- Germany Full 100.00% 83.22% Loccum Schäfer Wäsche-Vollservice GmBH Ibbenbüren Germany Full 100.00% 83.22% Lavita Textilservice GmBH Hanover Germany Full - - Exit SSB GBR Mörlenbach Germany Full 100.00% 83.22% Rolf Und Horst Schäfer OHG Ibbenbüren Germany Full 100.00% 83.22% SNDI SRO Slavkov ù Brna Czech Republic Full 100.00% 83.22% Financière Truck (Investissement) group of companies Financière Truck Investments La-Défense France Equity 19.91% 13.22% (consolidated group) Intercos group of companies Broletto 1 Milan Italy Full 100.00% 63.44% Intercos Groupe (consolidated group) Milan Italy Equity 40.00% 25.38% Sirti group of companies Broletto 2 Milan Italy Full 100.00% 58.73% Società Italiana Investimenti Tecnologici Milan Italy Equity 35.71% 20.97% Palier Rexel Ray France Investment Paris France Full 95.01% 95.01% Ray Investment – consolidated group Luxembourg Luxembourg Equity 30.60% 29.07% Full = fully consolidated Equity = accounted for by the equity method

Note 25 – Other information

RISK MANAGEMENT POLICY POST-BALANCE SHEET EVENTS Information concerning the management of contingent liabilities On the date of the presentation of these consolidated financial and interest rate risks is included in the Executive Board’s report statements, no event had occurred after December 31, 2008 likely (paragraphs 4.3 and 4.4). to have a material impact on the financial position of the Eurazeo group.

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THE GROUP’S AUDIT FEES The audit fees recognized as expenses within the group break down as follows:

Ernst &Young PricewaterhouseCoopers Others* 2008 (In thousands of euros) Eurazeo Subsidiaries Total % Eurazeo Subsidiaries Total % Legal Audit 462 1,879 2,341 92% 450 3,070 3,520 76% 464 6,325 Audit, certification, and inspection of the individual and consolidated financial statements Other duties and services directly connected with the task of Statutory Auditor - 79 79 3% 626 1 627 13% 40 746 Other services provided by the networks Legal, tax and corporate - 32 32 1% - 331 331 7% 303 666 Other 37 48 85 3% 39 132 171 4% 1,133 1,389 TOTAL FEES AS EXPENSES 499 2,038 2,537 100% 1,115 3,534 4,649 100% 1,940 9,126 * Only services provided to subsidiaries.

Ernst &Young PricewaterhouseCoopers Others* 2007 (In thousands of euros) Eurazeo Subsidiaries Total % Eurazeo Subsidiaries Total % Legal Audit 237 1,492 1,729 55% 331 3,038 3,369 37% N/A 5,098 Audit, certification, and inspection of the individual and consolidated financial statements Other duties and services directly connected with the task of Statutory Auditor 94 1,062 1,156 37% 3,779 1,213 4,992 55% N/A 6,148 Other services provided by the networks Legal, tax and corporate 221 221 7% - 455 455 5% N/A 676 Other 18 18 1% - 183 183 2% N/A 201 TOTAL FEES AS EXPENSES 331 2,793 3,124 100% 4,110 4,889 8,999 100% N/A 12,123 * Only services provided to subsidiaries.

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OFF-BALANCE SHEET COMMITMENTS 12/31/2008 12/31/2007 (In millions of euros) Total Holding Real Estate Priv. Equity Commitments given (6,076.8) (1,300.3) (670.3) (4,106.2) (5,361.0) Assigned receivables not due (Daily forms, etc.) (223.4) (223.4) Current mortgages and sureties - ANF shares (closing price on Dec. 31) (369.9) (369.9) (599.0) - Air Liquide shares (closing price on Dec. 31) - (1,331.4) - Danone shares (closing price on Dec. 31) (1,120.6) (1,120.6) - - Accor shares (closing price on Dec. 31) (809.7) (809.7) - - Real estate holdings (254.3) (222.5) (31.9) (255.0) - Other pledges (278.3) (278.3) (321.9) Europcar vehicle purchase commitments (712.5) (712.5) (864.1) Sureties, endorsements and guarantees given (252.9) (110.7) (0.3) (141.9) (319.1) Operating leases - Min. lease payments under non-cancelable operating leases within one year (367.6) (1.9) (365.7) (298.2) - Min. lease payments under non-cancelable operating leases within one to five years (767.9) (7.2) (760.7) (503.3) - Min. lease payments under non-cancelable operating leases over five years (776.3) (776.3) (709.7) Liability guarantees (5.9) (5.9) (5.7) Other commitments given - Colyzeo I and Colyzeo II (99.8) (49.9) (49.9) (123.7) - Investment funds and Eurazeo Partners (19.1) (19.1) (16.9) - Real estate (18.6) (18.6) (13.0) Commitments received 1,215.3 1,021.2 160.4 33.7 1,006.0 Investment commitments by the limited partners of Eurazeo Part./Eurazeo Part. B. 119.5 119.5 243.7 Current mortgages and sureties - Sureties, endorsements and guarantees received 12.6 1.1 11.6 77.4 Liability guarantees 22.0 1.7 20.3 9.9 Other commitments received 1,061.2 900.0 159.4 1.8 675.0

HOLDING COMPANY ACTIVITY The level of debt remaining at December 31, 2008 was €107.5 million. Commitments involving Eurazeo S.A. Other commitments given All Eurazeo commitments deemed material under current Eurazeo committed to invest in the funds of Eurazeo Partners, accounting standards are described below, with the exception of Eurazeo Partners B and US Equity Partners and to guarantee those resulting from confidential shareholders’ agreements: the investment of Eurazeo Real Estate Lux in Colyzeo (also called Guarantee commitments given Colyzeo I) and Colyzeo II, for a total amount of €140.4 million. As part of the partial refinancing of the investment in Station The sum of residual commitments at December 31, 2008 was Casinos, Eurazeo has provided HSBC France with a standby €69 million. guarantee for a fixed-term 5-year loan of up to US$150 million to Other commitments received RedBirds Participations SA and Eurazeo Entertainment Lux Sarl. On January 26, 2006, Eurazeo was granted a five-year €500 million Eurazeo has also given a commitment to maintain control (within loan by a banking syndicate. This loan was increased to €1 billion the meaning of Article L. 233-3 of the French Commercial Code) on July 6, 2006, accompanied by two one-year options to extend. of RedBirds Participations SA and Eurazeo Entertainment Lux Sarl In 2007, this agreement was extended for the first time to July 2012 until the due date for repayment of this loan on February 1, 2013. (€1 billion), and in 2008 was extended for a second time to July 2013 (€875 million).

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At December 31, 2008, €100 million had been drawn down, and the In connection with this loan, Immobilière Bingen also gave a total commitment received by Eurazeo stood at €900 million. commitment to retain a minimum 57% equity stake in ANF.

Securities holding commitments Liability guarantee received I Under the terms of an agreement signed on February 15, As part of the purchase by Immobilière Bingen of ANF shares, a 2007 by the associates of FTI, Eurazeo has agreed to retain net worth guarantee was given on March 1, 2005 by Finaxa, the its FTI shares for a period of 4 years. Furthermore, in the event seller of the ANF shares, to Eurazeo (Immobilière Bingen being that Financière Truck Sarl (the majority shareholder in FTI) substituted for Eurazeo). The guarantee expired, except in respect and Eurazeo lose control of FTI, Financière Truck Sarl may, of certain real estate assets for which the guarantee is not limited, subject to a number of conditions, force Eurazeo to dispose neither for the amount nor in time and for certain damages related of its shares in FTI at the price, terms and conditions offered to tax, mandatory payments, social security and customs issues, by the potential seller. which are not statute barred. I Under the terms of a shareholders’ agreement signed on May 4, Commitments by ANF 2008 between Eurazeo and Colony Capital for a period of 5 years, Eurazeo agreed to retain its equity stake in Accor for Commitments given a period of two years. The summary of the commitments of the I The following guarantees were given to secure the 7-year, parties to the agreement was published on the AMF website 250-million euro facility extended by HSBC, Calyon, BECM on May 7, 2008 and under reference 208C0875. and Société Générale: I As part of the €100 million loan granted to Immobilière Bingen, - pledge of bank accounts; Eurazeo has undertaken directly to retain at least 95% of Immobilière Bingen shares and voting rights. - assignment under the Dailly Act of building insurance cover. Commitments involving Legendre Holding 22 I The following guarantees were given to secure the 7-year Legendre Holding 22 pledged a securities account containing its €213-million loan and the €75 million credit facility extended Danone shares for the financing period, i.e. up to June 9, 2011, plus by Natixis, BECM and Société Générale: (i) an additional 12-month period unless one of the parties notifies its - mortgage charges on the buildings funded; refusal to extend before June 9, 2009, plus (ii) a second additional 12-month period unless one of the parties notifies its refusal to - assignment under the Dailly Act of receivables relating to all extend between June 9, 2009 and June 9, 2010. The pledged ANF income from the buildings (specifically: rental income. securities account contained 25,951,990 Danone shares as of “loss of rent” insurance cover, hedging contract and the right December 31, 2008, corresponding to a value of €1,120.6 million to recourse regarding building purchase contracts). (based on the stock market price at closing). Commitments of Eurazeo Real Estate Lux: Commitments received by Eurazeo Partners Eurazeo Real Estate Lux, agreed to invest €228.0 million in the The underwriting commitments received from their shareholders by Colyzeo (also called Colyzeo I) and Colyzeo II funds, real estate Eurazeo Partners SCA, Sicar and Eurazeo Partners B SCA, Sicar investment funds created jointly with Colony Capital. The level of total €500 million. The residual sum of commitments received was commitment remaining at December 31, 2008 was €49.9 million. €119.5 million as at December 31, 2008. PRIVATE EQUITY REAL ESTATE Commitments involving Groupe B&B Hotels Commitments involving Immobilière Bingen companies

Commitments given Groupe B&B Hotels has granted Natixis the following guarantees to secure the obligations arising from the LBO funding: Immobilière Bingen has agreed to secure the obligations imposed by its November 21, 2005 loan agreement with HSBC and Calyon (i) senior pledge of the Groupe B&B Hotels securities accounts; with the following: (ii) pledge of the intra-group loan extended by Groupe B&B Hotels I pledge of bank account balances; to Financière B&B Hotels;

I pledge of the securities account containing the shares held (iii) imperfect delegation of the seller’s warranty pertaining to the in ANF; transaction;

I assignment of current or future sums owed by the hedging (iv) pledge of the Groupe B&B Hotels bank account; bank in relation to interest rate hedge contracts entered into (v) pledge of receivables. by Immobilière Bingen in connection with the loan; The Groupe B&B Hotels companies have given the following I assignment under the Dailly Act of current or future sums owed guarantees in security of senior property-related debt: by Finaxa to Immobilière Bingen under the seller’s warranty given by Finaxa in connection with the purchase of ANF’s (i) joint and several personal sureties; shares by Immobilière Bingen (as described below).

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(ii) senior pledge of securities accounts; Sureties granted by Eurogard (iii) pledge of business assets; In connection with the program covering the Third-Party Motor Liability of its rental fleet (“Europrogramme”), ECI requested (iv) assignment of insurance policies; from CIC, the issue of a Letter of Credit in favor of Euroguard for (v) pledge of bank accounts. €29.6 million, of which €21.6 would be potentially transferable to AIG. In addition to pledges of consolidated shares, B&B Hotels Group pledged real estate assets worth €31.9 million. Furthermore, Euroguard and AIG agreed to create a Loss Deposit Fund or LDF, immediately accessible with AIG, for the purpose of Commitments involving Europcar group companies settling losses and as a pledge for the latter. As part of its acquisition of Europcar International shares, Europcar Due to the significant extension of the program’s scope as from Groupe S.A. received a guarantee from Volkswagen AG. The January 1, 2008 (to include Europcar Italia SpA, PremierFirst Vehicle majority of this guarantee covers the general risks, subject to an Rental UK and PremierFirst Vehicle Rental Switzerland AG) and upper limit of 12.5% of the share purchase price, and must be then as from April 1, 2008 (Europcar Autovermietung GmbH), the exercised within 18 months of the effective acquisition of the shares amount of the LDF was raised from its 2007 level of €5 million to (May 31, 2006). €12.3 million.

Europcar Groupe and some of Europcar subsidiaries have given Lastly, certain mechanisms being currently finalized, with the guarantees in the normal course of their business, especially features of a “cash collateral charge” and of a variable amount in as security for credit facilities. At December 31, 2008, the total nature, will also be gradually set up to cover the loss ratios directly amount of such guarantees was €134.3 million. Europcar has borne by the different subsidiaries. commitments of €382.7 million (sum of minimal payments) relating to the premises leased to accommodate its branch offices and Commitments involving APCOA group companies vehicle fleet (operating leases). As part of the acquisition of the APCOA Group by Perpetuum In addition, commitments made in connection with vehicle purchase Beteiligungsgesellschaft GmbH (“Bidco”) on April 25, 2007, the agreements amounted to €712.5 million on December 31, 2008 for seller Investcorp gave a commitment to avoid involvement in any the entire group. business activity of such a nature as to compete with that of APCOA at the time of its acquisition in Germany, Scandinavia, the UK and Lastly, Europcar Groupe pledged 100% of Europcar International and France, and to refrain from soliciting APCOA customers and/or key its subsidiaries’ shares as collateral to finance the acquisition. staff. These 2-year commitments expire on April 24, 2009.

At December 31, 2008, the total amount of rentals payable for the remaining lease period was €1,498.6 million.

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Lastly, as part of the Facilites Agreements of April 23 and August 10, 2007, the following APCOA Group companies had given pledges and assigned receivables:

APCOA Group companies Assignments of receivables Pledged bank accounts Pledged shares Perpetuum Beteiligungsgesellschaft GmbH yes yes APCOA Parking Holdings GmbH yes yes yes AE Holding GmbH yes yes yes APCOA Autoparking GmbH yes yes yes APCOA Parking Holdings (UK) Limited yes yes yes APCOA Parking UK Limited yes yes yes APCOA Holdings Italia Srl yes yes yes APCOA Parking Italia S.P.A. yes Europark Scandinavia AS, Norway yes yes yes Europark AS, Norway yes yes yes APCOA Belgium NV yes yes yes Parking Holding Danmark APS yes yes yes Europark A/S Danmark yes yes yes Parking A/S Danmark yes yes yes Parking Holdings Zwei GmbH yes yes yes

Apart from the pledges of consolidated shares, the pledges corresponded to a total amount of €275.6 million.

Commitments involving Elis Group companies

Commitments given I To secure the financing underwritten by the Group during the acquisition of Novalis, HoldElis and some of its subsidiaries gave the commitments below to the lenders represented by BNP Paribas:

Pledged items Other commitments given Elis Group trademarks Company’s shares/securities account Company’s bank accounts (see below) Holdelis yes (1) Novalis yes yes (3) Quasar yes M.A.J. yes yes (2)/(3)/(4) SPCI yes Pierrette TBA yes Grenelle Service yes Les Lavandières yes RLST yes Hadès yes Kennedy Hygiène Products yes (1) HoldElis pledged its receivables due from Novalis share sellers and pledged its receivables due from supplies at the sale of Novalis shares. (2) M.A.J. has pledged the Elis trademark. (3) Novalis, Elis and M.A.J. have each signed an agreement to assign business receivables relating to the current account loans and advances to the HoldElis group companies. (4) M.A.J. has signed an agreement to assign business receivables it holds in respect of its customers.

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I The liability guarantees granted by the Group companies in Commitments involving Legendre Holding 19 connection with share disposals, totaled €5.9 million as of In connection with the acquisition of Accor shares, Legendre December 31, 2008. Holding 19 granted a securities account pledge for the duration of I In exchange for the forward currency call options and the financing, i.e. until April 7, 2013. The pledge concerns a number documentary credits underwritten with the Scalbert Dupont of Accor shares likely to be increased in the event of acquisition of bank, Molinel signed a document to dispose of its trade new Accor shares by Legendre Holding 19. As of December 31, receivables. The sold receivables amounted to €223.4 million 2008, the pledged securities account contained 23,061,291 Accor as of December 31, 2008. shares, i.e., a value of €809.7 million based on the closing price. I At December 31, 2008, the total amount of rentals payable for the remaining lease period was €21.5 million.

Commitments received I As part of various corporate acquisitions, the Group received liability guarantees for a total amount of €14.2 million.

I In the context of the acquisition of the shares of Blanchisserie des Trois Fontaines, Location Blanchet received an unlimited liability guarantee granted by the sellers.

I The sureties, endorsements and guarantees received by Elis as of December 31, 2008 totaled €11.6 million.

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6 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2008

This is a free translation into English of the Statutory Auditor s’ report issued in the French language and is provided solely for the convenience of English-speaking readers. This report includes information specifically required by French law in such reports, whether qualified or not. This information is presented below the opinion on the consolidated financial statements and includes explanatory paragraphs discussing the Statutory Auditors’ assessments of certain significant accounting and auditing matters. These assessments were made for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside the consolidated financial statements.

This report, should be read in conjunction with, and is construed in accordance with French law and professional auditing standards applicable in France.

To the shareholders,

In compliance with the assignment entrusted to us by your shareholder’s meetings, we hereby report to you, for the year ended December 31, 2008, on:

I the audit of the accompanying consolidated financial statements of Eurazeo;

I the justification of our assessments;

I the specific verification required by French law.

These consolidated financial statements have been approved by the Executive Board. Our role is to express an opinion on these consolidated financial statements based on our audit.

I. OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS

We conducted our audit in accordance with the professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures, by audit sampling and other selective testing methods, to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used, the significant estimates made by the management, and the overall financial statements presentation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and the financial position of the Group as at December 31, 2008 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

II. JUSTIFICATION OF ASSESSMENTS

The accounting estimates used in the preparation of the financial statements as at December 31, 2008 were made in a context of financial and economic crisis, of which the extent and duration beyond December 31, 2008 cannot be anticipated with accuracy. These conditions are disclosed in the note to the consolidated financial statements entitled “Critical accounting estimates and judgements”.

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In this current uncertain situation, in accordance with the requirements of Article L. 823-9 of the French Commercial Code , we bring to your attention the following matters:

As disclosed in the section «Critical accounting estimates and judgments» of the notes to the consolidated financial statements (Part I “Accounting Methods and Principles”), your Company carries out:

I an impairment test on goodwill, intangible assets with indefinite lives, and assets consolidated under the equity method, according to the conditions described in notes 1, 2 and 6 to the consolidated financial statements;

I significant estimations concerning the assessment of the fair value of investment properties (note 4 to the consolidated financial statements), the determination of the fair value of identifiable assets and liabilities and contingent liabilities as part of goodwill allocation (notes 1 and 2 to the consolidated financial statements);

I critical judgments relating to the assessment of the long-term nature of impairment on available-for-sale assets (note 5 to the consolidated financial statements).

Our work consisted in examining the methods applied, reviewing, if applicable, the expert’s reports, examining the data used and the documentation available, assessing the assumptions on which the estimates are based, and ensuring that the appropriate information is disclosed in the notes to the consolidated financial statements.

These assessments were made as part of our audit of the consolidated financial statements taken as a whole and, therefore, contributed to our audit opinion expressed in the first part of this report.

III. SPECIFIC VERIFICATION

We have also verified the information given in the Executive Board’s report as required by French law.

We have no matters to report regarding its fair presentation and consistency with the consolidated financial statements.

Neuilly-sur-Seine et Paris-La Défense, April 20, 2009

The Statutory Auditors PricewaterhouseCoopers Audit ERNST & YOUNG Audit

(French original signed by:) (French original signed by:) Gérard Hautefeuille Jean Bouquot Patrick Gounelle

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1 PARENT COMPANY BALANCE SHEET 194 3 NOTES TO THE FINANCIAL STATEMENTS 197 1.1 Assets 194 3.1 Accounting Principles and Methods 199 1.2 Liabilities and equity 195 3.2 Methods used 199 3.3 Additional information 201 2 INCOME STATEMENT 196 4 STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS 220

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1 PARENT COMPANY BALANCE SHEET

1.1 ASSETS

12/31/2008 12/31/2007 12/31/2006 Depreciation (In thousands of euros) Notes Gross and provisions Net Net Net Non-current assets Intangible assets 1 578 461 117 58 85 Plant, property and equipment 1 5,550 1,939 3,612 5,668 5,177 Land 4 - 4 1,258 1,255 Buildings 17 14 3 422 840 Other property plant and equipment 5,409 1,924 3,485 3,886 1,045 Fixed assets under construction 120 - 120 102 2,038 Financial assets (1) 2 4,749,281 426,689 4,322,592 4,221,074 3,063,769 Equity holdings 4,158,212 424,621 3,733,591 2,896,850 1,708,946 Receivables from equity holdings 3 256,665 1,815 254,850 18,906 174,786 Portfolio securities 46,825 249 46,576 983,672 933,035 Receivables from portfolio securities 3 113 - 113 113 128,124 Other securities holdings 280,990 4 280,986 260,194 117,163 Loans 3 1,599 - 1,599 1,576 322 Treasury shares 4,195 - 4,195 59,142 355 Other financial assets 681 - 681 620 1,039 Total I 4,755,409 429,088 4,326,320 4,226,801 3,069,031 Current assets Receivables (2) 3 14,755 37 14,718 16,714 25,168 Other debtors 14,755 37 14,718 16,714 9,972 Government - Corporate income tax - - - - 15,196 Treasury shares 4 131,131 62,275 68,856 97,018 2,147 Investment securities 4 257,379 994 256,385 168,021 252,898 Securities 257,187 994 256,193 167,732 252,376 Accrued interest income 193 - 193 289 522 Cash 4 513 - 513 1,314 10,523 Prepaid expenses 1,285 - 1,285 1,086 379 Total II 405,064 63,307 341,758 284,153 291,115 GRAND TOTAL 5,160,473 492,395 4,668,078 4,510,954 3,360,146 (1) Of which, due in less than one year: 34,299 480 328,318 (2) Of which, due in more than one year: none none none

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1.2 LIABILITIES AND EQUITY

12/31/2008 12/31/2007 12/31/2006 (In thousands of euros) Notes Before appropriation Before appropriation Before appropriation Shareholders’ equity 5 Capital stock 168,654 164,507 157,541 Other paid-in capital - 65,850 122,182 Legal reserve 9,794 9,310 8,571 Legal reserve on net long-term capital gains 7,063 7,063 7,063 Regulated reserve on long-term capital gains 1,436,172 1,436,172 1,436,172 General reserve 1,316,339 769,208 702,733 Retained earnings 135,451 117,345 - Income for the year 478,291 680,785 241,560 Total I 3,551,764 3,250,241 2,675,822 Contingency and loss provisions 6 Provisions for contingencies 78,723 28,166 1,253 Provisions for loss - 339 353 Total II 78,723 28,505 1,605 Liabilities (1) 3 Bank borrowings 101,181 596,296 428,441 Other debt - 437,555 - Other debt and borrowings 12,084 13,713 11,301 Taxes payable 40,869 13,799 10,758 Employee benefits payable 2,109 2,014 1,652 Other debt 876,466 167,516 230,212 Payables to fixed-asset suppliers - 1,316 - Deferred revenue 4,882 - 354 Foreign exchange gains/losses - - - Total III 1,037,591 1,232,208 682,719 GRAND TOTAL 4,668,078 4,510,954 3,360,146 (1) Of which, due in less than one year 921,064 642,208 257,365

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2 INCOME STATEMENT

01/01/2008 01/01/2007 01/01/2006 (In thousands of euros) Notes 12/31/2008 12/31/2007 12/31/2006 Asset management operations Ordinary income 7 97,668 404,485 232,941 Income from investment holdings 36,940 341,126 173,544 Income from portfolio securities 42,380 38,239 31,145 Income from investment securities 6,991 8,287 7,785 Income from property holdings 10 19 57 Other revenue 11,346 16,814 20,409 Ordinary expenses 8 (82,553) (72,966) (44,783) Employee benefits expenses (18,445) (15,028) (13,664) Taxes and levies (2,379) (1,368) (2,735) Other purchases and expenses (14,744) (16,339) (13,487) Financial expenses (46,986) (40,231) (14,896) Gross operating income from ordinary operations 15,114 331,520 188,158 Non-recurring income (loss) on management operations (716) 441 1,205 Foreign exchange gains (losses) (1) (11) (145) Net proceeds from sales of investment securities 9 2,187 8,428 16,228 Depreciation allowances (729) (957) (444) Provision charges - (38) (31) Reversals of provisions and transfers of expenses 46 131 35 Taxes 15 7,720 (3,405) (4,093) Net income from investments 23,621 336,109 200,913 Investment transactions Capital gains on sales of equity holdings 10 4,690 356,939 3,867 Capital losses on sales of equity holdings 10 (33,391) (81) (7) Capital gains on sales of portfolio securities 10 1,075,428 6,019 24,484 Capital losses on sales of portfolio securities 10 (9,725) (8,695) (69,023) Capital gains on sales of other financial assets 10 - 73,796 8 Capital losses on sales of other financial assets 10 - - - Cost of financial asset disposals (19) (2,319) (6) Investment expenses (4,058) (10,962) (9,080) Other financial income and expenses 463 4,239 4,057 Provision charges 11 (500,915) (34,417) (4,967) Provision reversals 11 32,562 9,973 85,889 Taxes 15 (91,139) (31,789) (8,503) Income from investment transactions 473,897 362,703 26,720 Non-recurring transactions Capital gains on disposals of property, plant and equipment 9,709 (61) 5,140 Non-recurring gains 14 1,522 15,403 12,400 Non-recurring losses 14 (8,047) (1,263) (1,342) Reversals of provisions and transfers of expenses 11 28,067 18 5,246 Provision charges 11 (65,067) (35,724) (18) Taxes 15 14,590 3,599 (7,497) Income from non-recurring transactions (19,226) (18,027) 13,928 NET INCOME (BEFORE MINORITY INTERESTS) 478,291 680,785 241,560

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3 NOTES TO THE FINANCIAL STATEMENTS

3.1 ACCOUNTING PRINCIPLES AND METHODS 199

3.2 METHODS USED 199

3.3 ADDITIONAL INFORMATION 201 Note 1 - Fixed assets (intangibles, property, plant and equipment) 201 Note 2 - Financial assets 202 Note 3 - Receivables and liabilities 203 Note 4 - Cash and cash equivalents 204 Note 5 - Shareholders’ equity (in thousands of euros) 206 Note 6 - Contingency and loss provisions 206 Note 7 - Current revenue 207 Note 8 - Current expenses 207 Note 9 - Disposal of marketable securities 207 Note 10 - Disposals of investment holdings 208 Note 11 - Changes in impairment and contingency provisions 208 Note 12 - Affiliated entities 209 Note 13 - Average number of employees and compensation of officers 209 Note 14 - Extraordinary gains and losses 209 Note 15 - Taxes 210 Note 16 - Off-balance-sheet commitments 210

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3.1 ACCOUNTING PRINCIPLES AND METHODS

The financial statements have been prepared in accordance with the General Accounting Chart of 1999 and generally accepted principles.

They are presented in accordance with the recommendations contained in Conseil National de la Comptabilité Guideline No. 63, of January 1987, applicable to financial holding companies.

3.2 METHODS USED

Plant, property and equipment

Since January 1, 2005, the Company has applied the General Chart of Accounts rules that implement the National Accounting Council notices regarding the definition, recognition and measurement of assets (CRC Rule 2002-10 of December 12, 2002; CRC Rule 2003-07 of December 12, 2003; CRC Rule 2004-06 of November 23, 2004 and the Order of December 24, 2004).

Depreciation is now calculated on a straight-line basis over the following periods:

I buildings: 25 to 30 years; I office equipment: 3 to 5 years;

I other: 10 years; I computers: 3 or 5 years;

I elevators, air-conditioning, partitions, computer networks, I furniture: 5 or 10 years. technical services, architect fees: 10 years; Gross values include the purchase price and any non-refundable I fixtures and fittings: 5 to 10 years; VAT.

Fixed asset purchase costs

CRC Rule 2004-06 on assets provides for the inclusion in assets It has further opted to treat expenses incurred in connection with of expenses incurred in connection with the purchase of property, asset purchases as expenses for the year in the case of property, plant and equipment, intangible assets, investment holdings and plant and equipment, intangible assets, security holdings and marketable securities or for the option of treating them as expenses marketable securities. for the year.

Eurazeo has opted to apply the simplified prospective method, which enables it not to restate the value of assets already on its books.

Equity holdings, portfolio securities, other investment holdings and marketable securities

Securities and ownership interests under those headings are The value in use of unlisted equity shares or those listed on a recognized at cost, net of incidental acquisition expenses. regulated market and included the consolidation scope of the Eurazeo Group is based on the realizable value used to test their Equity holdings are measured at cost and, where appropriate, net value when measuring consolidated asset values (the discounted of the impairment allowances deemed necessary to bring their cash flow method). For the relevant equity holdings, the realizable book value in line with their value in use (share of net worth, return value is established according to the information available at the on investment and market value). time of its establishment and is in line with the current economic and financial crisis, the extent and duration of which cannot be anticipated with accuracy .

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An impairment allowance is recognized where this value is less than Other securities holding and marketable securities are reported the cost of acquisition. in the balance sheet at their acquisition price or transfer value, restated if necessary in accordance with the impairment provisions The value of equity holdings disposed of is calculated on the as determined based on their intrinsic or market value at the end basis of the weighted average purchase price of the securities of the reporting period. concerned. In the event of disposals, the portfolio investments, other securities The value of portfolio securities is calculated at the end of each holdings and marketable securities issued by the same company reporting period taking into consideration the general prospects that have been held the longest are deemed to have been of the companies concerned, and if applicable, is based on their sold first. market value.

Whenever this value is less than the investments’ cost, an impairment provision is recognized.

Treatment of options (carried interest)

Pursuant to the commitments set forth in note 16, the exercise of I LH APCOA for the APCOA investment; purchase options by Investco 3d Bingen and Investco 4i Bingen I Holdelis (formerly Legendre Holding 20) for the Elis would materialize with the signature of share transfer orders in investment; connection with a liquidity event (purchase of shares by Investco 3d Bingen and Investco 4i Bingen at cost and resale of those shares I RedBirds Participations for the Station Casinos investment; to Eurazeo at the price resulting from the liquidity event). I Eurazeo Italia for the Intercos and Sirti investments; The exercise of those options is accounted for in the financial I Legendre Holding 19 for the Accor investment. statements by an increase of the price of the holding company shares held directly by Eurazeo, in this instance: The change in the cost of the shares resulting from the liquidity event gives rise to a liability to Investco 3d Bingen and Investco 4i I Groupe B&B for the B&B Hotels investment; Bingen. When the holding entities are dissolved, the result of the I Ray France for the Rexel investment; liquidation will take into account the cost of the shares, calculated as set forth above. I Europcar Groupe for the Europcar investment;

Stock options and free share distributions

Under the terms of CNC recommendation 2008-17 of November 6, The shares held in account 502-1 are no longer impaired to reflect 2008 concerning the accounting treatment of stock option plans their market value, but are recognized as a liability provision as soon and employee free share distribution plans, treasury stock held as the exercise price falls below their cost of acquisition. and previously classified in account 502 as being reclassified at its carrying amount in: FIRST APPLICATION I account 502-2 “Shares available to be granted to Current plans already allocated were reclassified at December 31, employees”; 2008 using the prospective method. I account 502-1 “Shares intended to be granted to employees As a result, impairment provisions and reversals have been and allocated to specific plans” for currency plans. recognized, although these have no impact on treasury stock. At the end of the fiscal year, the shares held in account 502-2 are impaired if their value is higher than the market share price.

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Transactions in foreign currencies

Receivables and liabilities as well as securities and ownership in the balance sheet under “Unrealized foreign-exchange gains and interests in foreign currencies are reported in the books at the losses”. exchange rate applicable on the date of the relevant transaction. A provision for losses is set aside for any unrealized losses not At the end of the fiscal year, they are converted into euros using offset by gains. the last exchange rate. Differences resulting from the application of updated exchange rates to liabilities and receivables are reported

Accrued dividends

Dividends voted by the shareholders of companies in which Eurazeo holds an interest and which are not yet paid at the end of the fiscal year are reported at the date on which they are approved by the respective shareholders’ meetings.

3.3 ADDITIONAL INFORMATION

Note 1 - Fixed assets (intangibles, property, plant and equipment)

Amortization and Gross value depreciation Other (In thousands of euros) 12/31/2007 Acquisitions Disposals changes Impairment Reversals 12/31/2008 Intangible assets Gross value 455 122----578 Depreciation and provisions (397) - - - (64) - (461) NET VALUE 58 122 - - (64) - 117 Plant, property and equipment Gross value 11,668 331 (6,449) - - - 5,550 Land 1,258 - (1,254) - - - 4 Buildings 4,960 - (4,943) - - - 17 Other property plant and equipment 5,348 272 (230) 20 - - 5,409 Fixed assets under construction 102 59 (21) (20) - - 120 Amortization allowances (6,000) - - - (665) 4,727 (1,939) Buildings (4,538) - - - (21) 4,545 (14) Other property plant and equipment (1,462) - - - (644) 182 (1,924) NET VALUE 5,668 331 (6,449) - (665) 4,727 3,612

Revenue flows from disposals of property plant and equipment related to the sale of the Eurazeo head office building at a price of €11.4 million, generating a capital gain of €9.7 million.

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Note 2 - Financial assets

Gross value (In thousands of euros) 12/31/2007 Acquisitions Disposals Other changes 12/31/2008 Equity holdings 2,934,088 944,409 (169,327) 449,043 4,158,212 Receivables from equity holdings 18,906 951,296 (69,370) (644,168) 256,665 Portfolio securities 983,963 8,663 (944,569) (1,232) 46,825 Receivables from portfolio securities 113---113 Other securities holdings 260,198 21,871 (106,212) 105,133 280,990 Loans 1,576 23 - - 1,599 Treasury shares 2,409 - (66,667) 68,453 4,195 Treasury shares in the process of retirement 56,733 13,536 - (70,269) - Other financial assets 620 88,297 (5) (88,232) 681 TOTAL 4,258,606 2,028,096 (1,356,149) (181,272) 4,749,281

Information on the principal acquisitions and disposals of the fiscal year is included in the Executive Board’s report.

1. Other changes under “Equity Holdings” consist of: 3. The “Other changes” shown for “Other securities holdings” refer to the payment in kind of the Eurazeo Real Estate Lux receivable of I the capitalization of an advance of €508,066,000 extended to €105,133,000 in the form of 2,100,000 Accor shares, which were the Legendre Holding 19; subject of a capital contribution to Legendre Holding 19. I the capitalization of an advance of €28,117,000 extended to 4. The “Other changes” shown for “Treasury shares in the process Eurazeo Italia; of retirement” refer to the retirement of 768,499 Eurazeo shares I the capitalization of an advance of €2,851,000 extended to on April 2, 2008 and 558,500 Eurazeo shares on June 25, 2008 Eurazeo Real Estate Lux; (together valued at €115,182,000) following the reclassification on June 3, 2008 of 558,500 treasury shares held in the form of I the reduction in the cost of acquisition following reimbursements investment securities under the “Treasury shares in the process of of capital contributions made by RedBirds Participations retirement” item, and valued at €44,913,000. (€6,412,000) and Legendre Holding 8 (€83,581,000). 5. At December 31, 2008, the “Treasury shares” item comprised 2. The “Other changes” shown for “Receivables from equity 131,900 shares covered by the market-making agreement. holdings” refer to the capitalization of receivables valued at €539,034,000 under “Equity holdings” and €105,133,000 under “securities holdings”.

Provisions (In thousands of euros) 12/31/2007 Impairment Reversals Other changes 12/31/2008 Equity holdings (37,237) (419,606) 32,222 - (424,621) Receivables from equity holdings - (1,815) - - (1,815) Portfolio securities (291) - 42 - (249) Other securities holdings (4)---(4) TOTAL (37,532) (421,421) 32,264 - (426,689)

Changes in provisions on financial assets during the fiscal year I charges on the following investments: Legendre Holding 8 ended December 31, 2008 were as follows: (€37,665,000), Eurazeo Real Estate Lux (€24,095,000) and RedBirds Participations (€5,971,000), all of which were investors I a charge of €353,689,000 on the investment in Legendre in Station Casinos and Colyzeo II, which have been depreciated Holding 22 which holds the investment in Danone; over a long period. I the reversal of a provision of €31,375,000 on the investment in BlueBirds Participations This company was liquidated during the fiscal year;

I the reversal of a provision of €847,000 on the investment in Catroux;

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The estimated value of portfolio investments is as follows:

At the start of the year At the end of the year Gross Net Estimated Gross Net Estimated (In thousands of euros) book value book value value book value book value value Portfolio measured: at average trading prices 964,781 964,781 2,351,795 18,980 18,980 24,425 at cost (1) 19,182 18,892 18,892 27,845 27,596 27,596 TOTAL 983,963 983,673 2,370,687 46,825 46,576 52,021 (1) All unlisted investments have been conservatively estimated at cost, net of write-downs.

The statement below shows changes in portfolio investments:

(In thousands of euros) Net book value Estimated value At the start of the year 983,673 2,370,687 Acquisitions during the year 8,663 8,663 Disposals during the year (at selling price) (2,010,272) (2,010,272) Capital losses on disposals of shares held at the start of the year (9,725) (9,725) Capital gains on disposals of shares held at the start of the year 1,075,428 1,075,428 Change in portfolio impairment 42 - Change in unrealized capital gains or losses - (1,381,529) Other changes (1,232) (1,232) At the end of the year 46,576 52,021

With regard to portfolio investments, the sum of €2,010 million in respect of disposals made during the year refers to the contribution/ disposal of wholly-owned Danone shares to Legendre Holding 22 at a price of €1,486 million, and the disposal of all Veolia shares at a price of €464 million.

Note 3 - Receivables and liabilities

TRADE RECEIVABLES

Of which, due in less (In thousands of euros) Gross amount than one year From one to five years Over five years Non-current assets 258,377 19,543 238,834 - Receivables from equity holdings 256,665 19,340 237,324 - Receivables from portfolio securities 113 - 113 - Loans 1,599 203 1,396 - Current assets 14,755 14,755 - - Trade and related receivables 10,145 10,145 - - Other receivables 4,610 4,610 - - TOTAL 273,133 34,299 238,834 -

Receivables from equity holdings consist chiefly of advances €156,784,000 to Legendre Holding 19 (Accor) and €50,000,000 to granted to LH APCOA (€24,167,000) and collateral contributions of Legendre Holding 22 (Danone).

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DEBTS

Of which, due in less (In thousands of euros) Gross amount than one year From one to five years Over five years Bank borrowings 101,181 1,181 100,000 - Trade and related receivables 12,084 12,084 - - Taxes and social security payables 42,978 42,978 - - Other debt 876,466 863,147 13,319 - Deferred revenue 4,882 3,222 1,660 - TOTAL 1,037,591 922,612 114,979 -

On January 26, 2006, Eurazeo was granted a five-year €500 million At December 31, 2008, the “Other debt” item consisted mainly loan by a banking syndicate. This loan was increased to €1 billion on of advances made two subsidiaries under group cash supply July 6, 2006, accompanied by two one-year options to extend. agreements. €702,965,000 of this amount refers to the price at which the Air Liquide shares were disposed of by Legendre In 2007, this agreement was extended for the first time to July 2012 Holding 11. This company will be liquidated and all its assets (€1 billion), and in 2008 was extended for a second time to July 2013 transferred to Eurazeo in 2009. (€875 million). At December 31, 2008, €100 million had been drawn down, and the Eurazeo commitment totaled €900 million. Deferred revenue represents the residual amount of the €425 million price of swap contracts disposed of by Eurazeo to The agreement contains most of the standard clauses recommended Legendre Holding 22. The initial amount of €6.5 million is straight- by the Loan Market Association, including the usual undertakings line depreciated over the remaining term of the contracts, which and event-of-default provision of this type of agreement, but does terminate on July 13, 2010. not have a cross-default clause. The principal covenant applying to this funding relates to compliance with a loan-to-value ratio.

Note 4 - Cash and cash equivalents

Gross value at Gross value at Valuation at (In thousands of euros) 12/31/2007 Acquisitions Disposals 12/31/2008 12/31/2008 Investment securities 1 1,232 - 1,232 238 Invested cash balances 167,731 14,450,339 (14,362,115) 255,955 255,955 Accrued interest income 289 193 (289) 193 193 Investment securities 168,021 14,451,763 (14,362,404) 257,379 256,385 Cash 1,314 513 (1,314) 513 513 Treasury shares 105,210 89,132 (63,211) 131,131 68,856 TOTAL 274,545 14,541,409 (14,426,929) 389,024 325,755

The Company mainly invests its cash balances in negotiable debt TREASURY SHARES instruments and money-market funds. The “Cash instruments” item includes €44.0 million invested at fixed interest, swapped against “Treasury shares” consist of 1,975,677 Eurazeo common shares, EONIA, and recognized as derivatives expiring in 2009. representing 3.57% of share capital.

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These shares are retained for the purposes of stock option plan fulfillment, have been allocated in accordance with CNC recommendation 2008-17 and can be broken down as follows:

Treasury shares intended for allocation to employees

Provision for (In thousands of euros) Number of shares Unit value Total gross value impairment At 12/31/2008 - Unallocated shares 1,931,204 65.82 127,121 59,815 - Shares allocated to special plans 44,473 90.19 4,011 2,461 TOTAL 1,975,677 131,131 62,275

Options exercised during the year generated an extraordinary loss of €3.4 million on the basis of the historic cost price of the shares held.

A €62,275,000 provision for impairment was recognized in respect of Eurazeo treasury shares, based on the average share price for December 2008.

A liability provision of €223,000 was also recognized in respect of those shares allocated to special plans.

Key features of current plans

2001/1 2001/2 2008/1 2008/2 Date of Shareholders’ Plan Plan 2002 Plan 2003 Plan 2004 Plan 2005 Plan 2006 Plan 2007 Plan Plan Plan Meeting 04/25/2001 04/25/2001 05 /1 5/2002 05/15/2002 05/05 /2002 05/04 /2005 05/04/2005 05/03 /2007 05/03/2007 05/03/2007 Date of Board meeting or Executive Board meeting (1) 05/28/2001 12/18/2001 07/01/2002 06/03/2003 06/25/2004 07/05/2005 06/27/2006 06/04/2007 02/05/2008 05/20/2008 Subscrip- Nature of options Purchase Purchase tion Purchase Purchase Purchase Purchase Purchase Purchase Purchase Total number of shares available for subscription or purchase*: 30,726 68,474 51,006 50,358 195,639 176,721 194,146 204,585 52,500 321,061 Total number of shares subscribed or purchased at December 31, 2008: (30,726) (3,656) - (10,112) (41,505)----- Stock options cancelled during the period: - (64,818) - - - - (733) (3,759) - (4,151) Stock options remaining as at December 31, 2008: - - 51,006 40,246 154,134 176,721 193,413 200,826 52,500 316,910 Date of creation of options 05/28/2001 12/18/2001 07/01/2002 06/03/2003 06/25/2004 07/05/2005 06/27/2006 06/04/2007 02/05/2008 05/20/2008 Exercise period start date 05/29/2005 12/19/2005 07/01/2006 06/03/2007 06/25/2008 07/06/2009 06/28/2010 (2) 02/05/2010 (3) Expiration date 05/29/2008 12/19/2008 06/30/2012 06/03/2013 06/25/2014 07/06/2015 06/27/2016 06/04/2017 02/05/2018 05/20/2018 Discount ------Exercise price (adjusted) 46.70 40.58 36.00 31.42 37.32 56.72 69.75 105.20 71.26 80.63 (1) Starting May 15, 2002.

* Balance as at February 15, 2008 (2007 registration document, adjusted if necessary by the 1 for 20 bonus share distribution ).

(2) Stock options will be immediately exercised by beneficiaries after they are purchased. These will vest only in three stages: one-third in 2009, an additional one-third in 2010 and the last one-third in 2011.

(3) Stock options will be immediately exercised by beneficiaries after they are purchased. These will vest only in three stages: one-third in 2010 , an additional one-third in 2011 and the last one-third in 2012 .

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Share value adopted as the basis of the 10% I additionally, when the beneficiary has not completed four years contribution of service at the close of one of the above mentioned acquisition periods, the options corresponding with that acquisition period The basis for contribution to the stock option plans granted in 2008 will not be receivable by the beneficiary until said beneficiary was €7,462,500 and €257,000 for the free share allocation plan. has completed four years of service with the company;

Conditions governing the vesting and exercise of I the definitive vesting of options granted to Executive Board stock options members as part of this third tranche is also conditional upon The conditions governing the granting of options remained the Eurazeo’s stock market performance over a period of four same in 2008/2 plan as in the 2007 one: options will be vested to years from the date on which the options were granted. The employees only in stages, at the end of three successive vesting performance of Eurazeo will be compared with the performance periods, and on condition that the beneficiary is still employed by the of the market over the same period on the basis of the LPX Company on the expiration date of the vesting period concerned: Europe index.

I the first tranche of stock options will be vested definitively at Previous plans prior to the 2006 plan were subject to no conditions the end of a two-year period; of presence within the Company following the date on which the options were granted. I the second tranche of stock options will be vested definitively at the end of a three-year period;

I the third tranche of stock options will be vested definitively at the end of a four-year period;

Note 5 - Shareholders’ equity (in thousands of euros)

Shareholders’ equity at December 31, 2007 53,936,638 shares 3,250,241 Distribution of an ordinary dividend for the year - (63,834) Distribution in respect of treasury shares - 1,233 Shares issued on the exercise of options 26,885 1,016 Retirement of treasury shares (1) (1,326,999) (115,182) Distribution of free shares 2,659,751 - Income for the year ended December 31, 2008 - 478,291 Shareholders’ equity at December 31, 2008 55,296,275 shares 3,551,764 (1) Retirement of 768,499 Eurazeo shares on April 2, 2008 and 558,500 Eurazeo shares on June 25, 2008.

At December 31, 2008, the following shareholders were known to control more than 5% of Eurazeo voting rights and treasury shares:

of treasury share (As a percentage) of stock of voting rights voting rights S.C. Haussmann Percier and affiliates 23.69 31.10 30.24 Crédit Agricole 16.57 24.89 24.20 Sofina 5.13 3.85 3.74

Note 6 - Contingency and loss provisions

12/31/2007 Impairment Reversals 12/31/2008 (In thousands of euros) used unused Provisions for contingencies (28,166) (78,562) 28,005 - (78,723) Provisions for loss (339) - 339 - - TOTAL (28,505) (78,562) 28,344 - (78,723)

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The majority of the provision recognized to cover risks relating At the end of the fiscal year, a provision of €78,266,500 was to Eurazeo treasury shares held for allocation to employees (by recognized to cover the risk to which Eurazeo is expose as a covering the risk of any loss between the cost of the shares after result of providing bank guarantees for RedBirds Participations allocation and the stock option exercise price) has been reversed, and Eurazeo Entertainment Lux following the total write-down of and totaled €223,000 at December 31, 2008. investment in Station Casinos, which had been the subject of 75% investment funding ($150 million).

Note 7 - Current revenue

(In thousands of euros) 12/31/2008 12/31/2007 BlueBirds Participations (1) - 299,435 RedBirds Participations (1) - 14,992 Eurazeo Management Lux 5,323 - Gruppo Banca Leonardo 5,556 2,840 Other 26,061 23,859 Income from investment holdings 36,940 341,126 Danone 30,747 27,952 Veolia Environnement 10,994 9,204 Other 639 1,083 Income from portfolio securities 42,380 38,239 Income from investment securities 6,991 8,287 Income from property holdings 10 19 Other revenue 11,346 16,814 TOTAL 97,668 404,485 (1) Recognition of capital gains from the sale of Eutelsat.

Note 8 - Current expenses

(In thousands of euros) 12/31/2008 12/31/2007 Employee benefits expenses (18,445) (15,028) Taxes and levies (2,379) (1,368) Other purchases and expenses (14,744) (16,339) Financial expenses (46,986) (40,231) Loan interest (19,955) (21,605) Veolia pension interest (9,706) (7,555) Interest on Group Company cash management agreements (17,324) (11,070) TOTAL (82,553) (72,966)

Note 9 - Disposal of marketable securities

(In thousands of euros) 12/31/2008 12/31/2007 Net proceeds from sales of funds 2,187 8,428 Net proceeds from sales of investment securities - - TOTAL 2,187 8,428

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Note 10 - Disposals of investment holdings

Gross capital (In thousands of euros) Sale price Acquisition price gain or loss Capital gains 2,061,267 (981,149) 1,080,118 Danone 1,541,213 (687,140) 854,073 Veolia 463,939 (242,584) 221,355 Legendre Holding 15 54,695 (50,005) 4,690 Other shares 1,419 (1,419) - Capital losses 195,843 (238,959) (43,116) BlueBirds Participations (1) 266 (31,574) (31,308) Legendre Holding 19 85,262 (87,334) (2,072) Accor 105,133 (105,133) - Cegid 5,119 (14,844) (9,725) Other shares 63 (74) (11) TOTAL 2,257,110 (1,220,108) 1,037,002 (1) Capital losses on shares were offset by reversals of provisions described in Note 11.

Note 11 - Changes in impairment and contingency provisions

(In thousands of euros) Impairment Reversals Concentra -42 Sub-total for directly-held portfolio securities - 42 Catroux SAS - 847 BlueBirds Participations - 31,375 Eurazeo Entertainment Lux (Station Casinos) (24,095) - RedBirds Participations (Station Casinos) (5,971) - Legendre Holding 8 (Station Casinos) (37,665) - Legendre Holding 22 (Danone) (353,689) - Sub-total for equity holdings (421,421) 32,222 Provisions for depreciation of investment securities (994) - Contingency and loss provisions (78,500) 932 Provisions for depreciation of treasury shares (65,005) - Provisions for contingencies on treasury shares (62) 27,371 TOTAL (565,982) 60,567

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Note 12 - Affi liated entities

Receivables Other Income Equity from securities Other financial from equity Financial (In thousands of euros) holdings investments holdings Other debt income holdings expenses Groupe B&B Hotels 29,792 5,491----- Catroux 39,093 - - 39,369 - - 1,334 RedBirds Participations 9,171 1,815 - 11,067 - - 67 Immobilière Bingen 17,863 - - 75,631 - - 2,539 Legendre Holding 11 676,687 - - 708,306 - - 11,115 Eurazeo Real Estate Lux 75,400 14,303 - - 1,530 - - Eurazeo Management Lux 30 ----5,323 - Ray France Investment 463,773 - - 3,937 - - 10 Europcar Group 657,770------LH APCOA 312,777 24,167 - - 1,183 - - Holdelis 176,796 - 238,702 - 17,668 - - Euraleo 45,270------Eurazeo Italia 51,498------Financière Truck 16,587 - 36,787 - 2,718 - - Legendre Holding 22 833,001 50,000 - 5,596 2,576 - 11 Legendre Holding 19 525,902 156,784 - - 2,069 - - Legendre Holding 8 54,186 2,562----- TOTAL 3,985,596 255,122 275,489 843,908 27,744 5,323 15,077

Note 13 - Average number of employees and compensation of offi cers

COMPENSATION OF OFFICERS AND DIRECTOR S

(In thousands of euros) 12/31/2008 12/31/2007 Executive Board members’ compensation payed 5,801 4,439 Fees allocated to the members of the Supervisory Board 541 547

AVERAGE NUMBER OF EMPLOYEES

12/31/2008 12/31/2007 Average number of employees 47 46

Note 14 - Extraordinary gains and losses

(In thousands of euros) 12/31/2008 12/31/2007 Capital gains (losses) on the stock options exercised (3,402) 12,067 Capital gains (losses) made under the market-making agreement (3,021) (173) Other (103) 2,246 TOTAL 6,526 14,140

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Note 15 - Taxes

(In thousands of euros) 12/31/2008 12/31/2007 On asset management operations Tax at normal rate 7,478 (3,298) Additional tax from the 3.3% contribution 242 (107) Sub-total 7,720 (3,405) On financial transactions Tax at normal rate (88,260) (30,778) Additional tax from the 3.3% contribution (2,879) (1,011) Sub-total (91,139) (31,789) On extraordinary items Tax at normal rate 14,128 4,209 Additional assessment - (745) Additional tax from the 3.3% contribution 462 135 Sub-total 14,590 3,599 TOTAL (68,829) (31,595)

The tax expense is calculated on the basis of the tax rates applicable to each income level.

Eurazeo has formed a consolidated group since January 1, 2001.

The taxable income of consolidated companies at December 31, 2008 was as follows:

(In thousands of euros) Entities consolidated as in the absence of consolidation Companies 12/31/2008 La Mothe 60 Eurazeo Partners - Catroux 1,441 Immobilière Bingen 3,792 Ray France Investment (117) Legendre Holding 11 30,109 Legendre Holding 8 (142) LH APCOA 8

Each of the above entities reports tax expenses as if it were not consolidated.

Tax benefits from consolidation deemed to be of a temporary nature (such as losses by subsidiaries which may be set off against future income, tax-deferred intercompany capital gains, etc.) are neutralized in the parent company’s books and accordingly are not reported in the income statement.

As of December 31, 2008, the consolidated group consisting of Eurazeo and its subsidiaries no longer has any carried forward losses.

Note 16 - Off-balance-sheet commitments

The procedure applicable to off-balance-sheet commitments is conduct a cross-referenced analysis of the data they hold in order as follows: to produce a joint list of off-balance-sheet commitments.

All Eurazeo contracts are reviewed by the legal affairs department, In accordance with current accounting standards, all significant which enters the corresponding commitments into a computer Eurazeo commitments (excluding those relating to shareholder system. On the basis of the data gathered in this way, the legal agreements covered by confidentiality agreements) are listed affairs department works with the accounting department to below:

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I Eurazeo Partners In ongoing accordance with the provisions adopted for the 2003-2004 program, the Supervisory Board meeting of On June 30, 2006, Eurazeo agreed to invest €25 million in December 13, 2005 examined the basis for a carried interest the Eurazeo Partners SCA fund. At December 31, 2008, the plan for the members of the Executive Board and the investment Group’s remaining commitment was €6 million, following calls team, pertaining to Eurazeo’s investments made or to be made for funds paid in 2008. between 2005 and 2008. On March 30, 2007, Eurazeo agreed to invest €9.6 million in the The terms and conditions of this program were set and approved Eurazeo Partners B fund. At December 31, 2008, the Group’s at the Supervisory Board Meeting held on February 19, 2006, remaining commitment was €2.3 million. as follows: Under agreements relating to Eurazeo Partners SCA and - the key provisions of the original agreement (pertaining to Eurazeo Partners B SCA, Eurazeo has agreed to permit these the 2003 investments) and the supplementary agreement funds to participate in every new Eurazeo investment up to (pertaining to investments made in 2004) have been left 16.67% (or 20/120th) of each private equity investment by unchanged for investments made by Eurazeo over the four- Eurazeo. year period from 2005 to 2008; I Colyzeo - the sharing of any capital gains would take place only after Under the Colyzeo and Colyzeo II credit and for the duration net income from the investment enables Eurazeo to earn a of the Colyzeo Capital, LLC Partnership Agreement, Eurazeo preferential return of 6%; has guaranteed the commitments taken by Eurazeo Real Estate - the right to any capital gains shall accrue to recipients no Lux as follows: later than December 31, 2012, or in the event that Eurazeo On March 24, 2005, Eurazeo provided a guarantee of up to changes hands; €35 million to Colyzeo Capital LLC. At December 31, 2008, the - the aggregate of purchase options granted by Eurazeo to total amount of the guarantee was estimated at €10.6 million. the members of the Executive Board will amount to 5% of On April 18, 2007, Eurazeo provided a guarantee of up to the interest held by Eurazeo. The aggregate of all purchase €60 million to Colyzeo Capital LLC. At December 31, 2008, the options granted to members of the investment team total amount of the guarantee was estimated at €39.3 million. represents 5% of that interest.

I On January 26, 2006, Eurazeo was granted a five-year I In connection with the sale of Sandinvest shares, Eurazeo has €500 million loan by a banking syndicate. This loan was given: increased to €1 billion on July 6, 2006, accompanied by two 1) a warranty to the purchaser pertaining chiefly to the following: one-year options to extend. a) A seller’s warranty covering general liabilities, with a limit of In 2007, this agreement was extended for the first time (i) €1,034,400 until June 3, 2008, which could be reduced to July 2012 (€1 billion), and in 2008 was extended for a to €804,000 after claims against minority sellers (of which second time to July 2013 (€875 million). At December 31, €402,000 has already been deposited in an escrow account), 2008, €100 million has been drawn down, and the Eurazeo then (ii) €517,000 until June 3, 2010, which could be reduced to commitment totaled €900 million. €402,000 after claims against minority sellers (of which €201,000 I Purchase options granted to Investco 3d Bingen and will be deposited in an escrow account till the termination of Investco 4i Bingen warranty).

As is the practice among investment funds, Eurazeo has created Expiration date: (i) June 3, 2010 (or earlier if a limitations period a carried interest system for the members of the Executive applies) for tax, social security and customs liabilities, (ii) for all Board and the investment teams. other liabilities. The warranty expired on June 3, 2007.

Under the agreements entered into by Eurazeo and the In October 2005, the buyer made a claim of €9 million under this companies representing the beneficiaries, the latter could be general warranty regarding loss of gross margin from Groupe entitled, pro rata of the holding acquired and in addition to the Mondial Tissus during the interim period. When this claim was minimum preferential return to Eurazeo of 6% per annum (the contested by the warrantors, the buyer applied to the Paris hurdle), to a portion of any net aggregate capital gain made on Commercial Court, requesting the appointment of an expert the investments concerned when the last of them is disposed valuer to quantify the prejudice suffered. Proceedings are in of. Excepting a specific condition required by international progress and no date was set for the closing arguments during standards, the company has chosen to account for the right 2008, due to interlocutory proceedings. to capital gains when the corresponding gain is reported by In the event that the verdict is in favor of the buyer, the Eurazeo Eurazeo. The gains by Eurazeo are consequently reported net share of this warranty claim will not exceed €1 million, so given of the portion set aside for the optionees. the sums already sequestered (€0.4 million), Eurazeo cannot be In this connection, the offering of shares on a regulated market required to pay more than an additional €0.6 million. in France or elsewhere could be considered a disposal.

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b) A warranty covering specific risks, with a ceiling of €1,099,000, enable the adjustment to be calculated, Eurazeo has given a which could be reduced to €854,000 in the event of recourse commitment to refrain from buying or selling any Cegid Group against minority vendors (of which €322,000 is already in an shares in the Euronext Paris Eurolist market between March 31 escrow account). and June 30, 2009.

Expiration date: June 3, 2010. I As part of its disposal of the fund portfolio, Eurazeo has entered into three key agreements with AIG, Liquid and Permal setting c) A warranty covering risks from the merger of the Sandinvest, out the ways in which these portfolios will be sold. These Sandico and SCCC holding entities: this warranty does agreements contain a number of standard declarations and not represent an additional off-balance-sheet commitment guarantees. Furthermore, Eurazeo has entered into a number but enables the buyer, in the event of liabilities disclosed in of additional agreements concerning those portfolios excluded connection with a merger, to make claims in the amount of from the sale to AIG. These cover the event of the disposal the aggregate limits of the general warranty (see a) above) and being refused permission and the exercise of a pre-emptive specific warranty (see b) above). right by another investor in the fund concerned. (These 2) A seller’s warranty to the purchasers of Chantemur Centrale, funds are: Signal, Pragma, LF Capital Partners, Baker II and primarily covering liabilities related to the spin-off, with a limit of Partenaires Midcap). €2 million, expiring June 3, 2009. (i) the agreement with AIG (signed on November 30, 2006): In the event of claims under this warranty, Eurazeo would have Notwithstanding certain exceptions, no claim for compensation recourse against other joint and several warrantors, limiting its regarding the violation of a declaration or guarantee contained commitment to the €339,000 portion attributable to it. in the agreement may be made after the second anniversary of the sale completion date (February 28, 2007), i.e. I Eurazeo purchased group insurance on January 19, 2000, February 28, 2009. which entered into effect on January 1, 1999 to cover benefits payable when its employees retire, in accordance with the (ii) the agreement with Liquid (signed on December 14, 2006): no employer’s obligations under the national collective agreement claim for compensation regarding the violation of a declaration for the banking sector. or guarantee contained in the agreement may be made after the second anniversary of the sale completion date (January 22, Accordingly, no provision was set aside to cover obligations 2007), i.e. January 22, 2009. with respect to vested retirement benefits, which are not included in off-balance-sheet commitments. (iii) the agreement with Permal (signed on December 6, 2006): this agreement contains no specific compensation clause. No contributions were made during the 2008 fiscal year, because sufficient capital has already been amassed. (iv) the agreement concerning LF Capital Partners (signed on February 21, 2007): no declaration or guarantee is given, other I Under a memorandum of understanding signed on than the sale completion date. December 19, 2007, Eurazeo has disposed of 157,997 Cegid shares to Groupama, and given its commitment not to dispose (v) the agreement concerning Baker II: the compensation clauses of the balance of its shares to any competitor of Groupama. contain no specific time limit. However, no claim made may Groupama also maintains a right of preference if Eurazeo exceed the transaction amount. disposes of Cegid Group shares to the market, where such (vi) with regard to all risk funds sold, it should be noted that legally, disposal represents more than 3% of the company’s equity the seller and buyer are jointly liable for the non-paid-up amount capital. of the shares sold. This legal provision remains effective for two On December 8, 2008, Eurazeo notified Groupama of its years following the inter-account transfer of the shares sold. intention to sell 611,624 Cegid shares in the market. In I Station Casinos accordance with the memorandum of understanding signed on December 19, 2007, Groupama exercised its right of preference As part of the partial refinancing of the investment in Station in respect of these shares in a letter dated December 9, 2008. Casinos, Eurazeo has provided HSBC France with a standby The transaction for the acquisition by Groupama of 611,624 guarantee for fixed-term 5-year loan of up to US$150 million Cegid shares held by Eurazeo was conducted privately on to RedBirds Participations SA and Eurazeo Entertainment December 12, 2008 at a price of €5,119,292.88. On this date, Lux Sarl. Eurazeo has also given a commitment to maintain Eurazeo retained 27,808 Cegid shares in order to comply with control (within the meaning of Article L. 233-3 of the French the adjustment mechanism referred to below. Commercial Code) of RedBirds Participations SA and Eurazeo Entertainment Lux Sarl until the due date for repayment of this The number of shares sold to Groupama is likely to change loan on February 1, 2013. to reflect fluctuations in the share price. So, between July 1 and July 15, 2009, the adjustment mechanism could result in I US Equity Partners III, LP Eurazeo increasing the number of Cegid Group shares sold to On July 30, 2007, Eurazeo gave its commitment to invest Groupama up to a maximum of 27,808. The actual amount of $15 million in U.S. Equity Partners III, LP. At December 31, 2008, the adjustment will be known no later than July 15, 2009. To the remaining commitment was $15 million.

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I Financière Truck (Investissement) - (Fraikin) a sum equivalent to the value of the 3 million shares, plus the difference between the €30 share price and the average closing Under the terms of an agreement signed on February 15, 2007 price of the Accor share over the 19 negotiation days preceding by the associates of FTI, Eurazeo is committed to retaining its October 31, 2009. FTI shares for a period of 4 years. Furthermore, in the event that Financière Truck Sarl (the majority shareholder in FTI) At December 31, 2008, Accor share price was €35.11. and Eurazeo lose control of FTI, Financière Truck Sarl may, I Acquisition by Ray Investment S.àr.l. of shares in its subject to a number of conditions, force Eurazeo to dispose associates in exchange for shares in Rexel S.A. of its shares in FTI subject to the price, terms and conditions offered by the potential seller. A Special Agreement was signed on February 13, 2007 between Ray Investment S.àr.l., CD&R, Eurazeo, MLGPE, Caisse de I Groupe B&B Hotels Dépôt et de Placement du Québec and Citigroup Venture Capital As part of Eurazeo’s investment in B&B Hotels, Eurazeo and Equity Partners L.P. in order to formalize their relationship within the senior executives of B&B Hotels were granted options to the Rexel S.A. IPO. On April 4, 2007, the parties to the Special buy and sell shares of Diriginvest 1 and Diriginvest 2, which are Agreement also signed a “Second Amended and Restated themselves shareholders of B&B Hotels. The options may be Shareholders Agreement” setting out the governance structure exercised until August 1, 2012 by Eurazeo or the option holders, of Ray Investment S.àr.l. and the transfers of Ray Investment provided they are no longer employed by B&B Hotels. S.àr.l. shares (the Ray Investment Pact).

I The Elis Group Under the terms of the Special Agreement and the Ray Investment Agreement, every Ray Investment S.àr.l. associate As part of Eurazeo’s investment in the Elis Group, Eurazeo involved in the Ray Investment Agreement is entitled, at any and the senior executives of Elis were granted options to buy time after January 1, 2008, to request Ray Investment S.àr.l. and sell the shares of Quasarelis, which is itself a shareholder to proceed with the purchase of all the shares it will then hold in Holdélis. The options may be exercised by Eurazeo or the in Ray Investment S.àr.l. in exchange for the corresponding option holders, provided they are no longer employed by Elis. proportion of Rexel S.A. shares held by Ray Investment S.àr.l. I ANF If Ray Investment S.àr.l. were to transact a capital reduction by As part of the €100 million loan granted to Immobilière Bingen, purchasing the equity shares funded by the proceeds of Rexel Eurazeo has undertaken directly to retain at least 95% of S.A. share disposals, every Ray Investment S.àr.l. associate Immobilière Bingen shares and voting rights. would be entitled to request participation in this capital reduction in proportion to its holding in Ray Investment S.àr.l. I Europcar and to receive either cash or Rexel S.A. shares held by Ray As part of Eurazeo’s investment in Europcar Groupe, Eurazeo Investment S.àr.l. in return for its equity shares. and the senior executives of Europcar Groupe were granted I Legendre Holding 22 options to buy and sell shares of Eureka Participation, which is itself a shareholder of Europcar Groupe SA. The options Eurazeo has entered into interest rate swaps with various may be exercised until May 31, 2009 by Eurazeo or the option banking institutions. At the same time, Legendre Holding 22 holders provided they no longer hold a position with Europcar has concluded “mirror” interest rate swaps with Eurazeo under Groupe. the same financial terms as those concluded between Eurazeo and the various banking institutions, to hedge the interest rate I Accor risk under the loan entered into between Legendre Holding 22, Per the shareholder agreement signed on May 4, 2008 Crédit Suisse and Nexgen. between Eurazeo and Colony Capital for a period of 5 years, The characteristics of the interest-rate swaps existing as at Eurazeo agrees to maintain its interest in Accor for two years. December 31, 2008 are as follows: The summary of the elements of the agreement was published on May 7, 2008 on the AMF website, under reference number - contracts involving €425 million: Euribor 3 month floating 208C0875. rate interests to pay against fixed-rate interests at 4.3477% (maturity July 13, 2010); On October 9, 2008, Eurazeo and Crédit Suisse International signed an agreement under the terms of which Eurazeo - contracts involving €283 million: Euribor 3 month floating granted Crédit Suisse International an option to require rate interests to pay against fixed-rate interests at 4.8816% Eurazeo to purchase 3 million Accor shares at €30 per share. (maturity June 16, 2013). The option exercise date is October 31, 2009. Eurazeo may opt, no later than the 21st day preceding October 31, 2009, to replace the purchase of Accor shares by the payment of

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PLEDGE OF COMPANY ASSETS (INTANGIBLE, PROPERTY AND EQUIPMENT AND RECEIVABLES AND INVESTMENTS) None.

SUMMARY TABLE OF OFF-BALANCE-SHEET COMMITMENTS MADE

(In millions of euros) 12/31/2008 12/31/2007

I Counter guarantees received I Assigned receivables not due (Dailly forms, etc.) I Current mortgages and sureties I Sureties, endorsements and guarantees given 160.6 63.4 I Investment commitments given - Colyzeo and Colyzeo II 49.9 123.7 - US Equity Partners III LP 10.8 - Eurazeo Partners SCA, Sicar 6.0 12.3 - Eurazeo Partners B SCA, Sicar 2.3 4.6 - Ray France Investment 254.4

SUMMARY TABLE OF OFF-BALANCE-SHEET COMMITMENTS RECEIVED

(In millions of euros) 12/31/2008 12/31/2007

I Counter guarantees received I Assigned receivables not due (Dailly forms, etc.) I Sureties, endorsements and guarantees received 1.7 1.7 I Other funding commitment received 900.0 410.0

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STATEMENT OF CHANGES IN FINANCIAL POSITION

(In thousands of euros) 12/31/2008 12/31/2007 12/31/2006 Gross operating income from ordinary operations 15,114 331,520 188,158 Foreign exchange gains (losses) (1) (11) (145) Net proceeds from sales of investment securities 2,187 8,428 16,228 Net proceeds from sales of shares 1,033,388 418,936 (40,676) Non-recurring income (exclusive of provisions) (2,193) 14,556 11,258 Taxes (68,829) (31,595) (20,093) Cash flow from operations for the fiscal year 979,666 741,834 154,730 Divestments of holdings (1) 259,319 263,181 51,853 Divestments of receivables from equity holdings 69,370 584,165 14,134 Divestments of portfolio securities 944,569 25,978 237,772 Divestments of receivables from portfolio securities - 128,010 128 Divestments of loans - 320 - Divestments of other financial assets 172,884 246,192 1,151 Disposals of intangible assets and property, plant and equipment 6,449 176 2,200 Increase in equity 1,016 10,139 23,194 Increase in debt - 605,410 428,431 Increase in operating liabilities 739,851 - - Decrease in cash - - 1,179,318 TOTAL SOURCES OF FUNDS 3,173,124 2,605,405 2,092,911 Dividend paid out during the year 62,601 56,829 48,628 Special distribution - - 291,766 Acquisitions of equity holdings 944,409 (2) 619,903 932,690 Acquisitions of receivables from equity holdings 951,296 1,295,962 87,635 Investments in portfolio securities 8,663 68,348 439,575 Investments in receivables from portfolio securities - - 128,128 Investments in loans 23 1,575 1 Investments in other financial assets 123,704 504,086 67,019 Investments in intangible assets and property, plant and equipment 453 1,546 3,055 Net increase in cash 149,304 8,977 - Reductions in equity - - 15,775 Increase in receivables - 48,180 3,849 Reduction in operating liabilities - - 74,790 Reduction in debt 932,671 - - TOTAL USE OF FUNDS 3,173,124 2,605,405 2,092,911 This statement of changes in financial position takes into account accrued interest and dividends. (1) Including €89,992,000 representing the reimbursement of the cost price of holdings in RedBirds Participations and Legendre Holding 8. (2) Including €11,967,000 representing the holding in RedBirds Participations contributed as part of the merger termination of RedBirds France.

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SUBSIDIARIES AND AFFILIATES

Equity other than (In thousands of euros) capital stock Capital held December 31, 2008 Capital stock excluding income in % Detailed information on equity holdings with an inventory value in excess of 1% of capital Subsidiaries (at least 50% of capital held) Legendre Holding 11 - 32, rue de Monceau, 75008 Paris - Siret : 485 183 594 00020 676,687 (15,918) 100.0 SFGI - 32, rue de Monceau, 75008 Paris - Siret : 542 099 072 00176 3,813 4,238 94.8 Catroux - 32, rue de Monceau, 75008 Paris - Siret : 450 540 653 00026 26,093 12,153 100.0 Eurazeo Real Estate Lux - 25 rue Philippe II - L 2340 Luxembourg 17 174,687 75.6 RedBirds Participations - 25 rue Philippe II - L 2340 Luxembourg 1,128 50,783 7.9 Financière Truck (Investissement) - 106-108 Terrasse Boieldieu - 92800 Puteaux - Siret : 492 851 266 000 22 116,967 22,793 14.2 Groupe B&B Hotels - 5, rue Colbert 29200 Brest - Siret : 483 341 616 00017 21,073 19 73.3 Ray France Investment - 32, rue de Monceau, 75008 Paris - Siret : 479 898 124 00025 488,130 1,810 95.0 Immobilière Bingen - 32, rue de Monceau, 75008 Paris - Siret : 451 235 063 00026 17,863 14,883 100.0 Europcar Groupe SA - Le Mirabeau, 5-6 place des Frères Montgolfier, 78280 Guyancourt - Siret : 489 099 903 00028 778,466 (61,126) 84.5 Legendre Holding 19 - 32, rue de Monceau, 75008 Paris - Siret : 499 405 678 00016 2,875 612,642 86.3 Legendre Holding 22 - 32, rue de Monceau, 75008 Paris - Siret : 500 441 357 00018 1,000 832,001 100.0 Gruppo Banca Leonardo - 46 Via Broletto, 20121 Milan 303,202 508,624 19.5 Euraleo - 14 Via del Lauro, 20121 Milan 5,600 84,729 50.0 Eurazeo Italia - 14 Via del Lauro, 20121 Milan 1,830 49,652 100.0 Legendre Holding 8 - 32, rue de Monceau, 75008 Paris - Siret : 483 341 657 00029 1,037 53,018 100.0 Holdelis - 33, rue Voltaire, 92800 Puteaux - Siret : 499 668 440 000 13 211,505 9,123 82.0 LH APCOA - 32, rue de Monceau, 75008 Paris - Siret : 487 476 749 00022 312,777 (38) 100.0 Affiliates (10%-50% of capital held) LT Participations - 35 rue du Val de Marne, 75013 Paris - Siret : 345 101 943 00040 124 8,721 24.8 General information concerning other subsidiaries and affiliates with an inventory value of less than 1% of capital Subsidiaries not included above a) French entities - - - b) Foreign entities - - - Affiliates not included above a) French entities - - - b) Foreign entities - - - (1) Closing date off reference fiscal years.

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Amount of Profit or loss Book value of shares held Loans and endorsements Revenue recognized Dividends paid advances made and sureties for the last for the last in the last Gross Net by the Company given fiscal year fiscal year fiscal year Observa tions (1)

676,687 676,687 - - 41,255 35,684 - 12/31/2008 3,390 3,390 - - - 32 - 12/31/2007 39,093 39,093 - - 1,437 1,059 - 12/31/2008 75,400 51,304 14,303 - 1,901 (106,866) - 12/31/2008 9,171 0 1,815 97,004 577 (133,405) - 12/31/2008

16,587 16,587 - - 4,719 (51,043) - 12/31/2008 29,792 29,792 5,491 - 4,679 (3,230) - 06/30/2008

463,773 463,773 - - 4,731 3,371 - 12/31/2008 17,863 17,863 - - 21,955 16,664 - 12/31/2008

657,770 657,770 - - 6,176 (68,383) - 12/31/2008 525,902 525,902 156,784 - 64,064 37,203 - 12/31/2008 833,001 479,312 50,000 - 295 (353,689) - 12/31/2008 165,739 165,739 - - 81,938 28,826 5,556 12/31/2008 45,270 45,270 - - 3,555 219 - 12/31/2008 51,498 51,498 - - 20 (74) - 12/31/2008 54,186 16,521 2,555 - - (37,534) - 12/31/2008 176,796 176,796 - - 1,480 (47,128) - 06/30/2008 312,777 312,777 24,167 - 1,464 5 - 12/31/2008

18,980 18,980 - - (378) - 12/31/2007

1,785 1,785 - - - - 5,323 1,592 1,592 - - - - -

131 131 ------

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INVESTMENT PORTFOLIO

Cost of acquisition Market Gross Percentage value or unrealized Number of of capital purchase capital gain (In thousands of euros) shares held held Gross Provisions Net price (1) or loss Equity holdings Legendre Holding 22 99,999 100.0 833,001 (353,689) 479,312 479,312 - Legendre Holding 11 67,668,695 100.0 676,687 - 676,687 676,687 - Europcar Groupe 65,776,928 84.5 657,770 - 657,770 657,770 - Legendre Holding 19 247,954 86.3 525,902 - 525,902 525,902 - Ray France Investment 46,377,268 95.0 463,773 - 463,773 463,773 - LH APCOA 31,277,700 100.0 312,777 - 312,777 312,777 - Holdelis 173,330,463 82.0 176,796 - 176,796 176,796 - Gruppo Banca Leonardo 50,511,074 19.5 165,739 - 165,739 165,739 - Legendre Holding 8 103,700 100.0 54,186 (37,665) 16,521 16,521 - Eurazeo Real Estate Lux 1,271,736 75.6 75,400 (24,095) 51,304 51,304 - Groupe B&B Hotels 5,253,269 73.3 29,792 - 29,792 29,792 - Eurazeo Italia 1,830,000 100.0 51,498 - 51,498 51,498 - Euraleo n/a 50.0 45,270 - 45,270 45,270 - Catroux 2,609,296 100.0 39,093 - 39,093 39,093 - Immobilière Bingen 1,786,325 100.0 17,863 - 17,863 17,863 - Financière Truck Investissement 16,586,612 14.2 16,587 - 16,587 16,587 - SFGI 23,696 94.8 3,390 - 3,390 3,390 - RedBirds Participations 8,929,988 7.9 9,171 (9,171) - - - Eurazeo Services Lux 17,999 99.9 1,535 - 1,535 1,535 - La Mothe 10,000 100.0 963 - 963 963 - Eurazeo Partners 13,700 100.0 137 - 137 137 - Other shares - - 882 - 882 882 - Total equity holdings - - 4,158,212 (424,621) 3,733,591 3,733,591 - Portfolio securities Listed direct investments LT Participations 11,808 24.8 18,980 - 18,980 22,677 3,696 Sub-total – portfolio securities – listed direct 18,980 18,980 22,677 3,696 Unlisted direct investments Concentra actions 111,015 0.3 805 (34) 771 771 - Viant 111,015 0.3 426 - 426 426 - Cardiomedix 14,100 n/a 215 (215) - - - Eurazeo Partners SCA Sicar - 7.2 19,044 - 19,044 19,044 - Eurazeo Partners B SCA, Sicar - 6.2 7,354 - 7,354 7,354 - Sub-total – portfolio securities – unlisted direct - - 27,844 (249) 27,595 27,595 - TOTAL PORTFOLIO SECURITIES - - 46,824 (249) 46,575 50,272 3,696

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Cost of acquisition Market Gross Percentage value or unrealized Number of of capital purchase capital gain (In thousands of euros) shares held held Gross Provisions Net price (1) or loss Other Securities Holdings Financière Truck - Bonds (2) 31,826,087 n/a 36,787 - 36,787 36,787 - Holdelis - Bonds (2) 216,047,229 n/a 237,883 - 237,883 237,883 - Holdelis - BSA 4,099,435 n/a 820 - 820 820 - Eureka Participations 739,500 10.7 791 - 791 791 - Quasarelis 582,000 16.0 582 - 582 582 - Diriginvest 1 13,610 5.4 182 - 182 182 - Diriginvest 2 163,674 19.6 1,726 - 1,726 1,726 - Investco 3 d Bingen 958,957 13.7 11 - 11 11 - Investco 4 i Bingen 2,611,875 37.4 2,123 - 2,123 2,123 - Treasury shares - Market-making 131,900 n/a 4,195 - 4,195 4,195 - Other - - 86 (4) 82 82 - Total other securities holdings - - 285,185 (4) 285,181 285,181 - Loans Other loans - n/a 1 - 1 1 - Loans to personnel (2) - - 1,598 - 1,598 1,598 - Total loans - - 1,599 - 1,599 1,599 - Investment securities - - 257,379 (994) 256,385 256,385 - Treasury shares 1,975,677 3.6 131,131 (62,275) 68,856 68,856 - Total investment securities - - 388,511 (63,269) 325,242 325,242 - TOTAL INVESTMENT PORTFOLIO - - 4,880,331 (488,143) 4,392,189 4,395,885 3,696 (1) Market value based on the average share price for December 2008. (2) Including interest.

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4 STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2008

This is a free translation into English of the Statutory Auditor s’ report issued in the French language and is provided solely for the convenience of English-speaking readers. This report includes information specifically required by French law in such reports, whether qualified or not. This information is presented below the opinion on the consolidated financial statements and includes explanatory paragraphs discussing the Statutory Auditors’ assessments of certain significant accounting and auditing matters. These assessments were made for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside the consolidated financial statements.

This report, should be read in conjunction with, and is construed in accordance with French law and professional auditing standards applicable in France.

To the shareholders,

In compliance with the assignment entrusted to us by your shareholders’ meetings, we hereby report to you, for the year ended December 31, 2008, on:

I the audit of the accompanying annual financial statements of Eurazeo;

I the justification of our assessments;

I the specific verifications and information required by French law.

These annual financial statements have been approved by the Executive B oard. Our role is to express an opinion on these financial statements based on our audit.

I. OPINION ON THE FINANCIAL STATEMENTS

We conducted our audit in accordance with the professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures, by audit sampling and other selective testing methods, to obtain audit evidence about the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used, the significant estimates made by the management, and the overall financial statements presentation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the company at December 31, 2008 and the results of its operations for the year then ended, in accordance with the accounting rules and principles applicable in France.

II. JUSTIFICATION OF ASSESSMENTS

The accounting estimates used in the preparation of the financial statements as at 31 December 2008 were made in a context of financial and economic crisis, of which the extent and duration beyond December 31, 2008 cannot be anticipated with accuracy. These conditions are disclosed in note 2 to the financial statements entitled “Methods used – Equity holdings, portfolio securities, other investment holdings and marketable securities”.

In this current uncertain situation, in accordance with the requirements of Article L. 823-9 of the French C ommercial Code , we have made our own assessments which have notably covered the methods of valuation of the equity holdings and portfolio securities disclosed in note 2 to the financial statements entitled «Methods used – Equity holdings, portfolio securities, other investment holdings and marketable securities».

220 Eurazeo • 2008 Annual Report • Volume 2 WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2 FINANCIAL STATUTORY AUDITORS’ REPORT 4 STATEMENTS

Our work consisted in examining the data used and the documentation available, assessing the assumptions on which the estimates are based, and verifying that the methods defined by your company were correctly applied.

These assessments were made as part of our audit of the financial statements taken as a whole and, therefore, contributed to our audit opinion expressed in the first part of this report.

III. SPECIFIC VERIFICATION AND INFORMATION

We have also performed the specific verifications required by French law.

We have no matters to report regarding the following:

I the fair presentation and consistency with the financial statements of the information given in the Executive Board’s report and in the documents addressed to the shareholders with respect to the financial position and the financial statements;

I the fair presentation of the information given in the E xecutive Board’s report in respect of remunerations and benefits granted to the relevant Director s and any other commitments made in their favour in connection with, or subsequent to, their appointment, termination or change in current function.

In accordance with French law, we have ensured that the required information concerning the purchase of investments and controlling interests and the names of the principal shareholders has been properly disclosed in the Director s’ report.

Neuilly-sur-Seine et Paris-La Défense, le 20 avril 2009

The Statutory Auditors PricewaterhouseCoopers Audit ERNST & YOUNG Audit

(French original signed by:) (French original signed by:) Gérard Hautefeuille Jean Bouquot Patrick Gounelle

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1 PARTIES RESPONSIBLE FOR THE REGISTRATION 3 OTHER INFORMATION CONCERNING DOCUMENT AND AUDIT 224 SHARE CAPITAL AND SHAREHOLDERS 232 1.1 Declaration by the party responsible 3.1 Extracts from the Bylaw s concerning share capital for the registration document 224 and shareholders 232 1.2 Party responsible for auditing the financial 3.1.1 Threshold crossing 232 statements 225 3.1.2 Changes to the rights of shareholders 232 3.1.3 Changes to the share capital 232 3.1.4 Rights conferred by shares 232 2 OTHER LEGAL INFORMATION 226 3.2 Share capital 233 2.1 Company name 226 3.2.1 Number of shares 233 2.2 Registered office 226 3.2.2 Shares representing capital 233 3.2.3 Shares not representing capital 234 2.3 Form and incorporation 226 3.2.4 Pledges 234 2.4 Date of incorporation and duration 226 3.3 Shareholders’ agreements 234 2.5 Purpose (Article 3 of the Bylaw s) 226 3.3.1 Agreements declared to the AMF 234 3.3.2 Agreements entered into by Eurazeo 235 2.6 Fiscal year (Article 24 of the Bylaws) 227 2.7 Appropriation and distribution of earnings as per the Bylaw s (Article 24 of the Bylaws) 227 2.8 Corporate documents 227 2.9 Bylaws 227

222 Eurazeo • 2008 Annual Report • Volume 2 WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2 4 OTHER INFORMATION 5 OTHER INFORMATION CONCERNING CONCERNING CORPORATE GOVERNANCE 239 GROUP OPERATIONS AND STRUCTURE 247 4.1 Extracts from the Bylaws 5.1 Ownership structure 247 concerning corporate governance 239 5.1.1 Ownership structure 247 4.2 Internal Rules of the Supervisory Board 241 5.1.2 Relationships between the parent company and subsidiaries 248 4.2.1 Internal Rules of the Supervisory Board 241 4.2.2 Declarations relating to corporate governance 244 5.2 Property, plant and equipment 248 4.3 Related-party agreements 244 5.3 Large contracts 248 4.3.1 Regulated agreements submitted to the approval 5.4 Dependence on patents or licenses 248 of the Supervisory Board are set out in the Statutory Auditor s’ Special Report and are therefore not 5.5 Material changes in financial position 248 included in this section 244 5.6 Brief history and review of corporate developments 248 4.3.2 Related-party agreements pertaining to ordinary transactions and entered into on arm’s-length terms (agreements governed by Article L. 225-87 6 CONTACTS AND AVAILABLE of the French Commercial Code) are listed below 245 FINANCIAL INFORMATION 250 4.3.3 Service agreements (all sums exclusive of taxes) 245 6.1 Executive responsible for financial information 250 6.2 Timetable for financial communications 250 6.3 Documents available to the public 250 6.4 Annual information document 251 6.5 Historical financial information 253

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1 PARTIES RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND AUDIT

1.1 DECLARATION BY THE PARTY RESPONSIBLE FOR THE REGISTRATION DOCUMENT

Responsible for the Registration Document: Patrick Sayer, Chairman of the Executive Board

Declaration by the party responsible for the Registration Document, including the annual financial report: I hereby certify that to the best of my knowledge and having taken all reasonable verifications, the information contained in this Registration Document is true and does not contain any omission likely to affect it materially . I hereby certify that, to the best of my knowledge, the financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and income of the Company and all consolidated companies , and that the Executive Board’s report taken from the annual financial report provides a fair review of the development and performance of the business, income and financial position of the Company and all consolidated companies, together with an accurate description of the principal risks and uncertainties they face. I obtained an audit letter from the Statutory Auditors, PricewaterhouseCoopers Audit and Ernst & Young Audit Companies, in which they indicated that they have verified the information regarding the financial position and financial statements contained herein, and having read the entire Registration Document .

Patrick Sayer

Chairman of the Executive Board

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1.2 PARTY RESPONSIBLE FOR AUDITING THE FINANCIAL STATEMENTS

Permanent Statutory Auditors and Alternate Statutory Auditors (6 year terms)

End date of term Ordinary General Meeting ruling Start date Date of last in the years below on the financiall of first term renewal of term statements for the year ended Permanent Statutory Auditors Ernst & Young Audit Member of the Statutory Auditors’ regional campaign of Versailles Faubourg de l’Arche 11, allée de l’Arche 92037 Paris - La Défense cedex represented by: Jean Bouquot 05/27/1969 05/04/2005 2011 PricewaterhouseCoopers Audit Member of the Statutory Auditors’ regional campaign of Versailles 63, rue de Villiers 92208 Neuilly-sur-Seine cedex représenté par : Gérard Hautefeuille 12/20/1995 05/14/2008 2014 Alternate Statutory Auditors Thierry Gorlin Faubourg de l’Arche 11, allée de l’Arche 92 037 Paris - La Défense cedex 04 /29/2003 05/04/2005 2011 M. Étienne Boris 63, rue de Villiers 92 208 Neuilly-sur-Seine cedex 12/20/1995 05/14/2008 2014

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2 OTHER LEGAL INFORMATION

2.1 COMPANY NAME

Eurazeo

2.2 REGISTERED OFFICE

32, rue de Monceau, 75008 Paris - France Phone Number: +33 (0)1 44 15 01 11

2.3 FORM AND INCORPORATION

French corporation (société anonyme), with an Executive Board registered on July 18, 1969 with the Paris Trade and Companies and a Supervisory Board, governed by the provisions of the French Registry under No. B 692 030 992, NAF industry code 6420Z. Commercial Code and Decree No. 67-236 of March 23, 1967;

2.4 DATE OF INCORPORATION AND DURATION

Except in the event of a dissolution or extension by decision of the for ninety-nine years as from the date of registration with the Trade Extraordinary Shareholders’ Meeting, this Company is incorporated and Companies Registry, i.e. as from July 1, 1969.

2.5 PURPOSE (ARTICLE 3 OF THE BYLAWS)

The purpose of the Company, in France and all other countries, I the performance of services on behalf of entities or companies directly or indirectly, is: in which the Company holds an equity stake;

I the management of its funds and their investment over the I the grant of security interests, endorsements and guaranties short, medium or long term; in order to facilitate the financing of subsidiaries or entities in which the Company holds an equity stake ; I the acquisition, management and disposal, by all available means, of all minority or controlling interests, and generally I and more generally, all financial, industrial, commercial, of all listed and unlisted securities and all marketable or non- moveable or immovable transactions , directly or indirectly marketable securities, in France and elsewhere; related to one of those purposes or to any similar or related purpose. I the sponsoring and acquisition of investment funds and the acquisition of interests in funds of this type;

I the acquisition, disposal, management and operation, by way of leasing or otherwise, of all real property and buildings that it owns, principally in the cities of Lyon and Marseilles, or that it may acquire or erect;

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2.6 FISCAL YEAR (ARTICLE 24 OF THE BYLAWS)

The fiscal period of the Company is one year, commencing January 1st and ending December 31st of each year.

2.7 APPROPRIATION AND DISTRIBUTION OF EARNINGS AS PER THE BYLAWS (ARTICLE 24 OF THE BYLAWS)

Provided that there is sufficient income left after deducting the sums The Shareholders’ Meeting called to approve the financial required to fund or complement the legal reserve, the Shareholders’ statements for the year has the authority to grant all shareholders Meeting may, upon a motion by the Executive Board, allocate the option to receive some or all of the dividend or interim dividend any portion or earnings it deems appropriate, either to retained distributed in either cash or shares, in accordance with the laws earnings or to one or more general or special reserve accounts, or and regulations applicable on the date of the decision. for distribution to shareholders.

2.8 CORPORATE DOCUMENTS

All documents pertaining to the Company, in particular its Bylaw s, financial statements and reports to Shareholders’ Meetings by the Executive Board, the Supervisory Board and the Statutory Auditors, are available for review at the Company’s registered office.

2.9 BYLAWS

Article 1 - Legal Form of the Company

The Company is a French corporation (société anonyme), with an Executive Board and a Supervisory Board. It is governed by applicable laws and regulations, in particular Articles L. 225-57 to L. 225-93 of the French Commercial Code and by these Bylaw s.

Article 2 - Company Name

The Company name is “EURAZEO”.

Article 3 - Corporate purpose

(See section IV 2.5 “Purpose”)

Article 4 - Registered office

The C ompany’s registered office is located at 32, rue de Monceau in Paris (8th ).

The registered office may be transferred to another location in the same département or a neighboring département by a decision of the Supervisory Board, subject to the confirmation of this decision by the next Ordinary Shareholders’ Meeting.

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Article 5 - Duration of the Company

Except in the event of a dissolution or extension by decision of the for ninety-nine years as from the date of registration with the Trade Extraordinary Shareholders’ Meeting, the Company is incorporated and Companies Registry, i.e. as from July 1, 1969.

Article 6 - Share capital

The Company has a share capital of one hundred and sixty eight two hundred and ninety-six thousand two hundred and seventy million six hundred and fifty-three thousand six hundred and five (55,296,275) fully paid-up shares of the same class. forty-four euros (€168,653,644). It is divided into fifty-five million,

Article 7 - Form of shares

(See chapter IV 3.1.4 “Rights conferred by shares”)

Article 8 - Information on the ownership of the share capital

(See section IV 3.1.1 “Threshold crossing”)

Article 9 - Rights attached to each share

(See chapter IV 3.1.4 “Rights conferred by shares”)

Article 10 - Paying up of shares

The amount of shares issued during a capital increase and to be All delays in payment of sums due on the unpaid shares shall paid up in cash is payable under the conditions determined by the automatically, and without the need for any formality whatsoever, Supervisory Board. lead to the payment of interest calculated at the legal rate plus two (2) points, day after day, as from the due date, without prejudice Subscribers and shareholders are notified of calls for funds at to any action in personam that the Company may bring against least fifteen (15) days before the date set for each payment by a the defaulting shareholder and enforcement measures provided notice published in a legal gazette of the place of the registered by law. office or by registered letter sent individually to subscribers and shareholders.

Article 11 - Composition of the Supervisory Board

(See section IV 4.1 Extracts from the Bylaw s concerning corporate governance)

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Article 12 - Chairmanship of the Supervisory Board

(See section IV 4.1 Extracts from the Bylaw s concern ing to corporate governance)

Article 13 - Proceedings of the Supervisory Board

(See section IV 4.1 Extracts from the Bylaw s concerning to corporate governance)

Article 14 - Powers of the Supervisory Board

1. The Supervisory Board exercises a continuous oversight of the - proposals to the Shareholders’ Meeting to amend the management of the Company by the Executive Board. Bylaw s,

At any time during the year, it conducts any audits and controls - any decision that could lead , immediately or in the future, to that it deems necessary and may ask the Executive Board about all a capital increase or decreaser by means of an equity issue documents that it considers necessary for carrying out its duties. or cancellation of shares,

The Executive Board submits a report to the Supervisory Board at - the establishment of stock option plans and the granting of least once every quarter on the Company’s principal management Company stock options, acts and decisions, including all information that the Board may - proposals to the Shareholders’ Meeting regarding share require to be kept up to date on the Company’s business, along buyback programs, with the quarterly or half-yearly financial statements. - all proposals to the Shareholders’ Meeting regarding the It also submits the budgets and investment plans twice a year. appropriation of earnings and the distribution of dividends Following the end of each fiscal year, the Executive Board submits or interim dividends, the annual financial statements, consolidated financial statements - the appointment of one or more Company representatives and its report to the Shareholders’ Meeting , to the Supervisory to the boards of any French or foreign company in which Board for verification and review. The Supervisory Board reports the Company holds an ownership interest with a value of its observations on the Executive Board’s report and on the social , one hundred and seventy-five million euros (€175 million) or consolidated and annual financial statements to the Shareholders’ more, Meeting. - the acquisition of a new or additional ownership interest in This supervision may, under no circumstances, give rise to the any entity or company; any acquisition, exchange or disposal accomplishment of management acts carried out directly or of securities, property, receivables or securities involving an indirectly by the Supervisory Board or its members. investment by the Company of more than one hundred and 2. The Supervisory Board appoints and may dismiss the members seventy-five million euros (€175 million), of the Executive Board, in accordance with the law and pursuant - agreements regarding debt, financing or alliances, whenever to Article 17 of these Bylaws. the amount of the transaction or agreement, in one or several 3. The Supervisory Board prepares the draft resolution proposing times, exceeds one hundred and seventy-five million euros to the Shareholders’ Meeting to appoint the Statutory Auditors in (€175 million). accordance with the law. The following items are taken into consideration for the purpose 4. The following operations are subject to the prior approval of the of the above limit of one hundred and seventy-five million euros Supervisory Board: (€175 million): a) pursuant to applicable legal and regulation s: - the value of any investment by the Company, as reported in its books, either in the form of equity or near equity or in the - the disposal of real estate , form of shareholder loans or similar arrangements; - the partial or full disposal of equity stake , - debts and liabilities for which the Company has provided an - the creation of security interests, as well as the granting of express guarantee or agreed to stand surety. Other liabilities sureties, endorsements and guarantees; contracted by the subsidiary or holding entity concerned, or by a special-purpose acquisition entity, for which the b) pursuant to these Bylaw s: Company has not expressly agreed to give a guarantee

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or stand surety, are not taken into account to determine out on or more of the operations mentioned in items a) and b) of whether or not the limit has been exceeded; paragraph 4 above.

c) all agreements mentioned in Article L. 225-86 of the French 6. The Supervisory Board may decide to create committees from Commercial Code. among its members to examine questions that it or its Chairman submit for their opinion. It defines the composition and tasks of 5. Within the limit of the amounts that it will determine, under the these C ommittees who will act under the Board’s responsibility. conditions and for the duration that it defines, the Supervisory Board may authorize the Executive Board in advance to carry

Article 15 - Remuneration of members of the Supervisory Board

(See section IV 4.1 Extracts from the Bylaw s concerning corporate governance)

Article 16 - Non-voting members

(See section IV 4.1 Extracts from the Bylaw s concerning corporate governance)

Article 17 - Members of the Executive Board

(See section IV 4.1 Extracts from the Bylaw s concerning corporate governance)

Article 18 - Chairmanship of the Executive Board General Management

(See section IV 4.1 Extracts from the Bylaw s concerning corporate governance)

Article 19 - Proceedings of the Executive Board

(See section IV 4.1 Extracts from the Bylaw s concerning corporate governance)

Article 20 - Powers and obligations of the Executive Board

1. The Executive Board is vested with the most extensive powers 2. Members of the Executive Board may, with the permission of the to act on behalf of the Company in all circumstances, within the Supervisory Board divide management tasks among themselves. limits of the corporate purpose and subject to the powers expressly However, this division of tasks may, under no circumstances, attributed by law, and the Company’s Bylaws to Shareholders’ exempt the Executive Board from meeting and deliberating on the Meetings and the Supervisory Board. most important issues concerning the Company’s management, nor be invoked as a reason for exemption from the joint and several No restriction of its powers will be enforceable against third parties, liability of the Executive Board and each of its members. who may pursue the Company, in performance of the commitments made it its name by the Chairman of the Executive Board or a Chief 3. The Executive Board may vest one or more of its members or any Operating Officer, once their appointments have been regularly person chosen from outside the Board, with special, permanent or published. temporary missions that it will determine, and to delegate to them for one or more specified purposes, with or without the option of delegating in its turn, with any powers that it deems necessary.

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4. The Executive Board prepares and presents to the Supervisory 5. Members of the Executive Board may be held liable, towards Board, reports, budgets as well as quarterly, half-year and annual the Company or third parties, collectively and severally, as the financial statements, in accordance with the law and pursuant to case may be, for breaches of laws to French corporation (Sociétés paragraph 1 of Article 14 below. Anonymes), breaches of these Bylaws , or management faults, under the conditions and governing sanctions provided by applicable The Executive Board calls all Shareholders’ Meetings, defines their laws. agenda and enforces their decisions.

Article 21 - Remuneration of the Executive Board members

(See section IV 4.1 Extracts from the Bylaw s concerning corporate governance)

Article 22 - Statutory Auditor s

Statutory Auditors are appointed and carry out their duties in accordance with the law.

Article 23 - Shareholders’ meetings

(See chapter IV 3.1.4 “Rights conferred by shares”)

Article 24 - Corporate financial statements

(See section IV 2.6 “Fiscal year”)

Article 25 - Dissolution and Liquidation

In the event of the dissolution of the Company, the Shareholders’ The liquidator represents the Company. He/she is vested with Meeting appoints one or more liquidators in accordance with the the most extensive powers to liquidate the assets, by amicable conditions of quorum and majority laid down for Shareholders’ settlement . He/she is qualified to pay creditors and distribute the Meeting s. available balance.

The Shareholders’ Meeting may authorize the liquidator to continue the outstanding businesses or initiate new businesses for the needs of the liquidation.

Article 26 - Disputes

Any disputes that may arise during the term of the Company or during its liquidation, either between the Company and shareholders, or among shareholders relating to corporate affairs shall be submit to the jurisdiction of the competent courts of the registered office.

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3 OTHER INFORMATION CONCERNING SHARE CAPITAL AND SHAREHOLDERS

3.1 EXTRACTS FROM THE BYLAWS CONCERNING SHARE CAPITAL AND SHAREHOLDERS

3.1.1 Threshold crossing

INFORMATION CONCERNING SHAREHOLDERS or voting rights which brings the total to one percent or multiples (ARTICLE 8 OF THE BYLAW S) thereof. Any individual or legal entity which, acting alone or jointly with In the event that a shareholder should fail to comply with the above others, should come to hold, either directly or indirectly, one (1%) provisions, at the request of one or more shareholders owning five percent or more of the shares outstanding or voting rights of the (5%) percent or more of the shares outstanding, which request Company shall inform the Company of the aggregate number of shall be recorded in the minutes of the Shareholders’ Meeting, shares, voting rights and future rights to Company equity it holds. any unreported shares or voting rights shall be barred from voting It shall also report that information to the Company whenever the at any meeting held within a period of two (2) years after they are number of shares or voting rights it owns increases by an additional reported by the owner. The foregoing reporting requirement shall one (1%) percent or more of the total number of shares outstanding also apply whenever the portion of shares or voting rights held and voting rights. The information must be provided to the Company decreases by one (1%) percent or more of the outstanding shares no later than five (5) business days after any acquisition of shares or voting rights.

3.1.2 Changes to the rights of shareholders

The rights of shareholders may be modified only in accordance with the relevant legislation.

3.1.3 Changes to the share capital

Any change made to the share capital must comply with the relevant legislation.

3.1.4 Rights conferred by shares

FORM OF SHARES (ARTICLE 7 OF THE BYLAWS) RIGHTS CONFERRED BY EACH SHARE Shareholders may choose whether their fully paid-up shares are (ARTICLE 9 OF THE BYLAW S) registered or bearer. They are held in an account governed by In addition to the voting right conferred by law, each share conveys the relevant legislation and regulations. Pursuant to the applicable entitlement to a portion of the profits or liquidation surplus in direct laws and regulations, and subject to the corresponding penalties, proportion to the existing number of shares. the Company may at any time ask an institution or intermediary to disclose the name, address and nationality of individuals or On each occasion where it is necessary to own a certain number entities holding securities with current or future voting rights at of shares in order to vote, it remains the responsibility of those the Company’s Shareholders’ Meetings, as well as the number of shareholders not possessing the required number to arrange the securities held by each individual or entity and any restrictions on grouping of shares required. the securities held.

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SHAREHOLDERS’ MEETINGS 3. Meetings are held either at the Company’s registered office or at (ARTICLE 23 OF THE BYLAW S) some other venue indicated in the meeting notice. 1. Shareholders’ Meetings are called and vote in accordance with Evidence of the right to participate at the Company’s Shareholders’ the law. Meetings shall consist in the registration of the shares in the name of the shareholder or financial intermediary acting on its behalf 2. Each share of stock entitles its holder to one vote. However, (as provided for by law) no later than 0:00 A.M. (Paris time) three fully paid shares deposited in registered accounts in the name of business days prior to the meeting: the same shareholder for two (2) years or more, are entitled to twice the voting rights of other shares. Furthermore, in the event I in the case of registered shareholders: in the registered share of an increase of share capital as a result of the capitalization of books of the Company; reserves, earnings or shares premiums, shares distributed free of I in the case of holders of bearer shares: in the bearer share charge to shareholders in consideration of existing shares qualifying books kept by the authorized intermediary, as provided for by for double voting rights are entitled to the same additional voting applicable regulations. rights. Shareholders may attend meetings in person or be represented by Shares converted into bearer shares or which change hands a proxy. They may also participate by voting by mail as provided lose their extra voting rights. However, the foregoing provision is for by applicable laws and regulations. In order to be counted, mail not applicable to shares transferred by virtue of inheritance, the ballots must be received by the Company no later than three (3) liquidation of community property or inter vivos gifts to a spouse or business days before the date of the Meeting. relative entitled to inherit, nor shall such transfers toll the two-year period specified in the preceding paragraph. 4. Shareholders’ Meetings are presided over by the Chairman of the Supervisory Board or, in his absence, the Vice Chairman. In the The beneficial owners of shares shall exercise the voting right absence of both, the meeting elects its own Chairman . attached to them at Ordinary Shareholders’ Meetings, and their legal owners shall exercise said voting right at Extraordinary 5. Minutes are taken of Shareholders’ Meetings and the copies Shareholders’ Meetings. The shareholders may, however, agree thereof are certified and distributed in accordance with the law. to allocate voting rights in a different manner at Shareholders’ Meetings. If they do so, they shall inform the Company thereof by registered letter to its principal office and the Company shall comply with said agreement at all Shareholders’ Meetings held one month or more after the postmarked date of said registered letter.

3.2 SHARE CAPITAL

3.2.1 Number of shares

Share capital on February 13, 2009:

The Company has a share capital of 168,653,644 euros, divided into 55,296,275 fully paid-up shares of the same class.

3.2.2 Shares representing capital

As of December 31, 2008, no securities were outstanding that Board to grant bonus shares to the employees and officers of entitled their holders to acquire Company shares or voting rights. the Company. The free distributions must take place before the expiration of a 38-month period from the Shareholders’ Meeting The 15th Resolution of the Shareholders’ Meeting of May 3, 2007 of May 12, 2006, or no later than July 12, 2009. authorizes the Executive Board to grant options to subscribe for new shares in an amount of up to 3 percent of the share capital, or The 19th Resolution submitted for approval by the Shareholders’ to purchase existing shares as permitted by law. The authority to Meeting of May 29, 2009 renews this authorization. grant stock options remains in effect for 38 months from the date The total number of shares granted for free cannot exceed 1% of the of the meeting, or until July 3, 2010. share capital on the day of the Executive Board’s decision. The 21st Resolution of the Shareholders’ Meeting of May 4, 2005, which was amended by the 9th Resolution adopted by the Shareholders’ Meeting of May 12, 2006, authorizes the Executive

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3.2.3 Shares not representing capital

None.

3.2.4 Pledges

PLEDGES OF THE ISSUER’S SHARES HELD IN REGISTERED ACCOUNTS WITH THE COMPANY None.

PLEDGE OF THE ISSUER’S ASSETS (INTANGIBLE ASSETS, PROPERTY, PLANT AND EQUIPMENT AND LONG-TERM FINANCIAL ASSETS) None.

3.3 SHAREHOLDERS’ AGREEMENTS

3.3.1 Agreements decla red to the AMF

AGREEMENTS CONCERNING EURAZEO - a commitment to seek and delete provisions pertaining to major transactions from the Eurazeo Bylaw s, Pursuant to Article L. 233-11 of the French Commercial Code, the Financial Markets Authority (Autorité des Marchés Financiers) (or - a commitment by the SCHP group and Crédit Agricole to its predecessor, the Conseil des Marchés Financiers) has released consult with each other regarding any merger or demerger information on the following agreements: involving Eurazeo. Should either party be opposed to the contemplated operation, the other party would direct its I two agreements signed on June 24, 1999 by Compagnie representatives on the Supervisory Board not to approve Financière et Auxiliaire, a subsidiary of Lazard Frères et Cie, such operations and would undertake not to vote in favor with France-Vie and Rebelco (CMF notice no. 199C1052 of the merger or demerger at the Eurazeo shareholders’ of August 4, 1999). The agreement with Rebelco expired meeting called upon to vote on it, on March 22, 2004. The agreement with France-Vie grants Compagnie Financière et Auxiliaire a preemptive right to - the appointment of three representatives from the SCHP purchase shares held by Generali (entered into the rights of La group and two from Crédit Agricole to the Eurazeo Fédération Continentale, which itself took over France-Vie); Supervisory Board and one of the representative from each party to all ad hoc Board committees, and I on April 27, 2005, Société Civile Haussmann Percier (SCHP) and Crédit Agricole SA reported a shareholders’ agreement to the - the termination of the Crédit Agricole Agreement on AMF. The agreement, concerning Eurazeo (hereinafter referred December 31, 2007, marking the end of any joint action by to as the “Crédit Agricole Agreement”), was dated April 21, the parties thereto. 2005 and was entered into by Société Civile Haussmann Percier The Crédit Agricole Agreement expired on December 31, 2007, (SCHP), Mr. Michel David-Weill, the Michel David-Weill 2001 and has not been renewed. On expiration of this agreement, Trust, Ms. Eliane David-Weill, Fondation Atmer and Fondation Crédit Agricole withdrew from the joint body controlling Bellema (collectively the SCHP group) and Crédit Agricole. The Eurazeo. Crédit Agricole Agreement was made public by the AMF on April 29, 2005 (Decision and Notice no. 205C0798). In a letter dated December 13, 2007, SCHP notified the AMF of a shareholder agreement signed on December 6, 2007 by The key provisions of the Crédit Agricole Agreement were: SCHP, Mr. Michel David-Weill, the Michel David-Weill 2001 - a mutual commitment to limit (except in the case of double Trust, the estate of Ms. Eliane David-Weill, the Fondation Atmer voting rights and subscriptions for rights issues, or for issues and Fondation Bellema (collectively the SCHP and affiliates to which shareholders have priority subscription rights) group), hereafter referred to as the “New Agreement”. The New and to refrain from assigning their interest in Eurazeo; the Agreement Pact was made public by the AMF on December 18, agreement allows transfers within groups of companies and 2007 (Decision and Notice no. 207C2831) and came into effect to Eurazeo in the event of tender offers by the Company for on January 1, 2008. its own shares made to all shareholders,

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The provisions of this New Agreement provide for: By a letter dated December 12, 2008, SCHP informed the AMF of the accession of Ms. Nicole Merville and Mr. Alain and Mr. Hervé - a commitment to retain the Eurazeo shares held by the Guyot to the New Agreement. signatories to the New Agreement and those shares for which they may subscribe by means of exercising the This information was publicly disclosed by the AMF on December 15, preferential rights attaching to these shares and not previous 2008 (Decision and Notice no. 208C2255). exercised , - the option for SCHP to make quarterly repayments of the AGREEMENT SIGNED BY EURAZEO CONCERNING Eurazeo shares loaned by the founding families (David-Weill, CEGID Meyer, Bernheim and Guyot) on expiration of the share loan In a letter dated December 28, 2007, and a second dated agreement of March 18, 1987, January 8, 2008, the AMF was sent the clauses contained in the - the option for members other than the SCHP to withdraw agreements concerning the Cegid Group, and more specifically early from the New Agreement, subject to the provision of the memorandum of understanding signed on December 19, notice to the remaining parties, 2007 by the joint stock c ompany ICMI, the limited liability company Groupama SA, APAX (1) and the limited liability company Eurazeo - consultation between the parties to the New Agreement (Decision and Notice no. 208C0070). prior to any exercising of the voting rights conferred by the Eurazeo shares held. In general terms, APAX and Eurazeo (the sellers) agree to refrain from selling their shares in the Cegid Group to an identified third The SCHP and its affiliates are therefore still bound to act together party which might be a Groupama SA competitor, unless they under the terms of the New Agreement. receive the express prior agreement of the latter. This New Agreement expires on December 31, 2010, unless tacitly If one or more of the sellers wish, at some future date, (i) to dispose renewed for successive three-year periods. of shares representing 3% or less of the capital stock of Cegid Pursuant to this New Agreement, the SCHP proceeded to redeem Group to an identified fund whose management company is the Eurazeo shares for certain members of the Guyot and Meyer controlled directly or indirectly by the same insurer or bank for families, in January and December 2008. a period of six consecutive months, and (ii) to dispose of shares representing over 3% of the capital stock of Cegid Group to an By letter dated May 13, 2008, SCHP notified the AMF of an unidentified third party, Groupama SA and ICMI must be informed Amendment, signed on May 13, 2008, to the New Agreement in advance of the planned disposal. (hereafter the “Amendment”). Groupama SA and ICMI will then have a preference entitlement The Amendment was made public by the AMF on May 13, 2008 and will have a period of 48 hours within which to contact the (Decision and Notice no. 208C0876). sellers concerned in writing with a proposal to buy all the shares The Amendment previously recalls that the Fo ndation Atmer and earmarked for disposal at a price equivalent to the closing market the Fo ndation Bellema had fully withdrawn from the combination price for Cegid Group shares on the day before notification was in two stages, on January 11 and April 28, 2008 and that Lakonia given. This proposal will be binding at this price. Management Limited agreed to all provisions of the New Agreement Any identified third party acquiring at least 3% of the capital stock on May 13, 2008. will be required to declare that the intention of the acquisition is not The parties pledged to refrain from increasing their respective equity to use the related voting rights to review the business partnership, stake in Eurazeo. and must obtain the same commitment from any other third party to whom it sells its own shares. This commitment will apply to the If however, one of the parties wishes to raise its equity stake, said Cegid Group shares for a period of 10 years. party will be required to: (i) declare to the AMF its withdrawal from the joint structure existing between the parties; (ii) inform the other On December 12, 2008, Eurazeo transferred 611,624 Cegid Group parties thereof; and (iii) to withdraw from the New Agreement. shares off market to Groupama, resulting in the exercise by the latter of its pre-emptive right stipulated by the memorandum of The New Agreement includes an exclusion mechanism for the understanding signed on December 19, 2007. Eurazeo is retaining member who may raise its equity stake in Eurazeo. 27,808 shares. The Amendment does not replace the provisions of the New Agreement, which remain applicable.

3.3.2 Agreements entered into by Eurazeo

SHAREHOLDERS’ AGREEMENT PERTAINING by Groupe B&B Hotels, Eurazeo entered into a shareholders’ TO GROUPE B&B HOTELS agreement on August 31, 2005 with the other investors (the “Groupe B&B Hotels Shareholders’ Agreement”). In conjunction with the purchase of Financière Galaxie SAS

(1) i.e. FCPR APAX France IV, FCPR APAX France VA and FCPR APAX France VB, APAX Parallel Investment I, the Delaware Limited Partnership and Altamir Amboise SCA, a company limited by shares, entities acting without there being any form of solidarity among them.

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The Groupe B&B Hotels Shareholders’ Agreement provides for Lastly, the Ray France Shareholders’ Agreement contains tag-along rights for co-investors if Eurazeo sells its shares. Eurazeo provisions pertaining to the governance of Ray France Investment also has the right to force the other investors to sell their shares in SAS (composition and operation of governing bodies, voting of the event of an offer to purchase all of the shares of Groupe B&B certain resolutions). Hotels (drag-along right). The Groupe B&B Hotels Shareholders’ Agreement also provides SHAREHOLDERS’ AGREEMENT PERTAINING for the right of all parties to dispose of a proportional part of their TO FINANCIÈRE TRUCK (INVESTISSEMENT) shares in the event of an IPO of Groupe B&B Hotels. In connection with Eurazeo’s investment in Financière Truck Lastly, the Groupe B&B Hotels Shareholders’ Agreement contains (Investissement) (“FTI”), which controls 99% of the shares and certain provisions pertaining to the governance of the Groupe voting rights of Fraikin Groupe, Eurazeo entered into a shareholders’ B&B Hotels (composition and operation of the Executive Board agreement on February 15, 2007 with Financière Truck Sàrl and Supervisory Board). (the “Financial Investor”), the co-investors (of which Eurazeo Co-Investment Partners SCA”) (collectively with Eurazeo, the The Bylaw s of Groupe B&B Hotels also contain a clause barring the “Co-Investors), the managers of Fraikin Groupe and Frinvest (the transfer of shares for a period of ten years from July 29, 2005. “Managers”). At the time of the acquisition of the Villages Hôtel chain by Groupe The FTI Shareholders’ Agreement bars the Co-Investors and the B&B Hotels on January 30, 2007, the founding investors of Villages Managers from disposing of their shares for a period of four years, Hôtel reinvested a portion of the proceeds from that sale in shares subject to certain exceptions. of Groupe B&B Hotels. The Groupe B&B Hotels Shareholders’ Agreement was accordingly amended to reflect their membership There is no right of first refusal in the event of sales of shares by the thereof, on the same terms and conditions as the other investors. Financial Investor or Eurazeo. However, the shareholders (other than Eurazeo) benefit from preemptive rights in the case of transfers of shares among shareholders or to third parties. SHAREHOLDERS’ AGREEMENT PERTAINING TO RAY FRANCE In the event of a sale of shares by the Financial Investor, the shareholders have a proportional tag-along right or a full tag-along In conjunction with the March 16, 2005 purchase of Rexel right if the Financial Investor ends up with less than 50% of the FTI Distribution (formerly Rexel SA), Eurazeo formed an acquisition voting rights. holding entity under the name Ray France Investment SAS, for the purpose of acquiring, along with other co-investors (including If the Financial Investor sells more than 50% of the FTI shares and companies members of the groups of Clayton, Dubilier & Rice, voting rights to a third party, the Financial Investor would be entitled Merrill Lynch and Citigroup), a direct interest in Ray Investment to exercise a drag-along right forcing the other shareholders to sell Sàrl and indirect interests in other Rexel group entities (of which the their shares, but this would apply to Eurazeo only if the Financial holding company is now Rexel SA (formerly Ray Holding), whose Investor were to sell all of its FTI shares. shares began trading on the Euronext Paris Eurolist market on The FTI Shareholders’ Agreement also includes certain provisions April 4, 2007). pertaining to the governance of FTI (appointment of the Supervisory Following the syndication of a portion of Eurazeo’s investment in Ray Board and of the Strategy, Compensation and Audit Committees, France Investment SAS, a shareholders’ agreement was entered prior approval by the Supervisory Board of certain strategic into on June 7, 2005 (the “Ray France Shareholders’ Agreement”) decisions). with that company’s new shareholders (investment companies and funds belonging to AGF and La Financière Patrimoniale d’Investissement). SHAREHOLDERS’ AGREEMENT PERTAINING TO LT PARTICIPATIONS SA The Ray France Shareholders’ Agreement provides that each In conjunction with its purchase of an additional interest in LT shareholder will have a pre-emptive right to shares sold, except Participations, the holding entity for Ipsos, Eurazeo entered into a in the case of certain transfers on conditions set forth in the Ray shareholders’ agreement with Mr. Lech and Mr. Truchot (who hold, France Shareholders’ Agreement. either directly or indirectly, a controlling interest in LT Participations) Eurazeo’s co-investors also have tag-along rights and proportional and certain other investors on November 10, 2000, an agreement tag-along rights in the event that disposals of shares by Eurazeo which was subsequently amended on December 16, 2002 (the “LT should cause its equity interest to drop below certain thresholds. Shareholders’ Agreement”).

Eurazeo and other group entities also have a drag-along right under The LT Shareholders’ Agreement provides for a preemptive right which other shareholders would be required to sell their shares if of the parties in the event that one of them should wish to sell its an offer was made for all of the shares of Ray France Investment shares to a third party. Mr. Lech and Mr. Truchot have also granted SAS. Eurazeo a tag-along right, in the event that their ownership interest in LT Participations falls below a certain level, and liquidity rights The Ray France Shareholders’ Agreement likewise spells out the under specific circumstances. conditions applicable in the event of (i) a transfer by Ray France Investment SAS of some or all of its interest in Ray Investment Sàrl The LT Shareholders’ Agreement also contains certain clauses and (ii) the transfer by Eurazeo to another group entity of its indirect pertaining to governance, including on the appointment and ownership interest in Ray Investment S.àr.l. operation of the Boards of Directors of LT and Ipsos.

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SHAREHOLDERS’ AGREEMENTS PERTAINING Euraleo. It contains certain clauses concerning the governance of TO EUROPCAR GROUPE Euraleo, pertaining specifically to the membership and operation of the Euraleo Board of Directors and investment committee. In connection with the May 31, 2006 acquisition of Europcar International SASU, Eurazeo formed a holding entity under the The agreement provides, inter alia, that Eurazeo and Gruppo Banca name Europcar Groupe SA, regarding which two shareholders’ Leonardo may not assign their interest in Euraleo to third parties agreements were executed. (other than entities of their respective groups) for a five-year period. At the end of that period, each of the parties will have a right of The first shareholders’ agreement was entered into with Eureka first refusal in the event the other party decides to dispose of its Participation SAS, an entity formed by the managers of the Europcar shares. group. It contains a clause barring the transfer or assignment of Europcar Groupe SA shares held by Eureka Participation SAS prior to December 31, 2013, other than in the event of tag-along rights SHAREHOLDERS’ AGREEMENTS PERTAINING being exercised if Eurazeo sells its shares (which rights are for all TO THE ELIS GROUP of the shares held or a proportion thereof depending on whether In conjunction with the October 4, 2007 purchase of the Elis Group, or not the sale causes control of Europcar Groupe SA to change Eurazeo signed two shareholder agreements with its co-investors: hands), or if Eurazeo forces Eureka Participation SAS to sell its one relating to Holdelis, the new holding company for the Elis Group shares in response to an offer by a third party for all of the shares (formerly known as Legendre Holding 20) and the other relating to held by Eurazeo. In the event of an IPO of Europcar Groupe SA or the company managed by some of the senior executives of the Europcar International SASU, the shareholders’ agreement provides Elis Group (Quasarelis). that Eureka Participation SAS shall be treated equally in all respects with Eurazeo. Lastly, the shareholders’ agreement provides that, The first agreement was signed on October 4, 2007 to structure the if Europcar Groupe SA should sell its Europcar International SASU relationships between the shareholders of Holdelis, the company shares for cash, Eureka Participation SAS could be entitled to a via which Eurazeo and its co-investors (of which ECIP Elis Sàrl) portion of the proceeds, in proportion to its interest in Europcar have acquired the shares of Novalis, and contains a clause barring Groupe SA. any transfer of the shares held by the co-investors until October 3, 2017, except (i) in the event of exercising their tag-along right in The shareholders’ agreement also contains certain provisions the event of the disposal of its shares by Eurazeo (this right being pertaining to the governance of Europcar Groupe SA (appointment proportional or total, depending on the percentage of the holding of the Board of Directors and prior approval by the Board of Directors sold by Eurazeo), (ii) if Eurazeo forces its co-investors to dispose of certain decisions) and of Eureka Participation SAS, and to the of their shares on receipt of an offer from a third party, acceptance transfer of shares issued by Eureka Participation SAS. of which would result in Eurazeo no longer holding the majority The second shareholders’ agreement, entered into with ECIP of Holdelis voting rights, or (iii) in the event of an IPO for Holdelis Europcar S.àr.l., a Luxembourg company formed for the purpose where Eurazeo would dispose of at least 25% of the capital stock of syndicating Eurazeo’s investment in Europcar Groupe SA and and voting rights of Holdelis. to which any new investor in Europcar Groupe SA could become The agreement also contains provisions applying to the governance a party, contains a lock-up clause barring the sale of the Europcar of the Elis Group (appointment of the Chairman of Holdelis and the Groupe SA shares held by investors other than Eurazeo until Chairman of the Board of Directors, the membership of the Board June 30, 2013, unless Eurazeo sells its shares, in which case the of Directors and the prior authorization of certain board decisions) investors would sell a portion of their shares proportional to their and the transfer of shares issued by Holdelis. interest in Europcar Groupe SA to the purchasing third party on pari passu terms with those applicable to Eurazeo. The investors The second agreement was signed on December 13, 2007 to would have full tag-along rights if the sale of shares by Eurazeo structure the relationships between the shareholders of Quasarelis, resulted in control of Europcar Groupe SA changing hands. In the the company via which certain Elis Group senior executives have event of an IPO of Europcar Groupe SA or Europcar International invested in Holdelis, contains a clause barring any transfer of the SASU, the shareholders’ agreement provides that the investors Quasarelis shares held by the senior executives concerned until shall be treated equally in all respects with Eurazeo. At the end of October 3, 2017, except (i) in the event of exercising their tag- the lock-up period, Eurazeo would have a right of first refusal in along rights in the event of the disposal of the Holdelis shares the event of an offer by a third party for some or all of the Europcar held by Eurazeo, following which Eurazeo would no longer hold Groupe SA shares held by one or more investors. the majority of the voting rights of Holdelis, (ii) if Eurazeo forces the senior executives associated with Quasarelis to dispose of their Quasarelis shares on receipt of an offer from a third party, 50/50 JOINT VENTURE BY EURAZEO AND GRUPPO acceptance of which would result in Eurazeo no longer holding BANCA LEONARDO the majority of Holdelis voting rights or (iii) in the event of an IPO In April 2006, Eurazeo and Gruppo Banca Leonardo announced the for Holdelis where Eurazeo would dispose of at least 25% of the forming of a 50/50 Italian joint venture, Euraleo, for private equity capital stock and voting rights of Holdelis. investments in Italy, along the line of similar activities by Eurazeo. Both agreements provide Eurazeo with a first right of refusal in Eurazeo and Gruppo Banca Leonardo signed a joint-venture respect of any disposal by the co-investors occurring after expiration agreement on April 24, 2006, later modified by an amendment of the lock-up period referred to above. on April 1, 2007, setting forth their relationship as shareholders of

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SHAREHOLDERS’ AGREEMENTS PERTAINING I a prior disclosure right with a notice of four days in case of TO APCOA public sale by one of the two partners to unknown buyers; In conjunction with the acquisition of APCOA, a shareholders’ I in the event of sale of shares by one of the two partners, a agreement was signed on April 25, 2007 by the acquiring holding proportional sale right exercisable by the other partner during company (an indirect subsidiary of Eurazeo), certain APCOA a period of 10 days following the notification; Group senior executives and their holding structure (the APCOA I an obligation to propose to the other partner any acquisition Agreement). of additional shares on an equal basis, in the event where the The APCOA Agreement gives the senior executives a tag-along equity stakes of the two partners are already identical; right in the event of the holding company disposing of its shares I a right for the partner with less shares than the other to have to a third party. The holding company also has a drag-along right a priority share acquisition right. However, ColDay may freely enabling it to force the senior executives to sell their shares in the acquire shares allowing it to reach 11% of the share capital of event that an offer is received for the acquisition of its APCOA Accor and Eurazeo may freely acquire shares allowing it to shares. The APCOA Agreement also contains certain promises to reach 10% of the share capital of Accor; buy and sell the APCOA shares held by the senior executives in the event of the latter leaving the APCOA Group, as well as anti-dilution I in the event of an IPO initiated by a third party, if one of the measures in their favor. Lastly, the APCOA Agreement also contains two partners does not wish to contribute its shares while the provisions relating to the governance of the APCOA Group. other party wishes to do so, the right for the partner refusing to tender its shares in the IPO to acquire the equity stake of the partner tendering its shares, at the offer price (or any additional SHAREHOLDERS’ AGREEMENTS PERTAINING price or counter offer); TO ACCOR I in the event of an IPO initiated by one of the two partners and if On May 4, 2008, Eurazeo (through Legendre Holding 19) and the other partner does not wish to participate, the right for one Colony Capital (through ColTime and ColDay) entered into a or the other of the two partners to terminate the joint action. If shareholders’ agreement pertaining to the equity stakes in Accor, the party that does not wish to participate in the offer wishes in conjunction with the joint action resulting from the memorandum to sell its stake, the right for the initiator of the offer to acquire of understanding agreed between them on January 27, 2008 (AMF the other party’s shares before submitting the offer, at the offer notice no. 208C0875). price (or any additional price or counter offer) The shareholders’ agreement mainly includes the clauses below: The shareholders’ agreement is entered into for a period of five I a commitment to vote in the same way on the Board of Directors years at the end of which the joint action may be cancelled with of Accor on any strategic decision; a 30-day notice, unless early termination of the shareholders’ agreement in case of breach by one of the partners of its obligations I a commitment to vote in the same way at Accor shareholders’ or notification by one of the partners of its intention to cross the meetings; threshold in terms of capital stock or voting rights which renders I an agreement on equal representation on the Accor Board of the IPO mandatory for the joint action. The prohibition to sell during Directors; two years will apply notwithstanding the termination for breach of a stipulation of the shareholders’ agreement. Furthermore, between I a promise to sell in the event of non-compliance by one of the third and fifth year, one of the two partners may terminate the two partners of the commitment to vote in the agreed the shareholders’ agreement with a notice of three months. The direction, under which the partner who complied with his shareholders’ agreement shall also be terminated if one of the two commitment may acquire the equity stake of the partner who partners were to hold less than 5% of the capital stock of Accor. failed to comply, at a price equal to 80% of the lower of (i) the average price weighted by volume in the 20 days preceding A shareholders’ agreement was entered into on June 27, 2008 the non-compliance and (ii) the closing price on the day of non- with ECIP Agree S.àr.l., a Luxembourg law company created compliance. The promise may be exercised within a period of for the syndication requirements of the investment in Accor by one month following the non-compliance; Legendre Holding 19, company controlled by Eurazeo. Pursuant to this agreement, a lock-up clause bars the sale of the Legendre I prohibition to sell partners’ equity stakes in Accor for two years, Holding 19 shares held by investors, other than Eurazeo, expiring except in case of an IPO initiated by a third party or one of the on May 4, 2013, except in the case of disposal by Eurazeo of its two partners. This prohibition does not apply to ColTime to shares, in which case the investors would sell their shares to the meet the fiduciary obligations of Colony towards its investors; third party acquirer on an equal basis with Eurazeo in proportion I a commitment to refrain from any acquisition or execution of to their stake in Legendre Holding 19. On the expiry of the lock-up an agreement with a third party, that would result in the joint period, Eurazeo will have first right of refusal in case of an offer from crossing of the threshold of one third of the capital stock or a third party on all or part of the Legendre Holding 19 shares held voting rights; by one or several investors.

I a first right of refusal in the event of sale of shares by one of the two partners to a given buyer, that can be exercised within 10 days of the notification of the intent to sell. The price will be proposed by the selling partner;

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4 OTHER INFORMATION CONCERNING CORPORATE GOVERNANCE

4.1 EXTRACTS FROM THE BYLAWS CONCERNING CORPORATE GOVERNANCE

Composition of the Supervisory Board (Article 11 of the Bylaws)

1. The Supervisory Board has a minimum of three (3) and a Chairman, must resign is/her post at the end of the next Ordinary maximum of eighteen (18) members, subject to the dispensation Shareholders’ Meeting. granted by law in the event of merger. 2. Every Supervisory Board member must hold at least two hundred The members of the Supervisory Board are appointed by the and fifty (250) company shares throughout their entire term. Ordinary Shareholders’ Meeting. Where a vacancy occurs for one 3. Supervisory Board members are appointed for a period of six (6) of more board members, the board itself may appoint replacements years. They may be re-elected. The duties of a Supervisory Board by co-optation, each being appointed for the remaining period of member are discharged at the end of the Ordinary Shareholders’ office of his/her predecessor, and subject to ratification of the Meeting voting on the financial statements for the preceding appointment by the General Shareholders’ Meeting. fiscal year held in the final year of appointment of the member The number of Supervisory Board members aged over seventy concerned. (70) may not exceed one-third of the total number of Supervisory Board members at any time. Where this proportion is exceeded, the oldest member of the Supervisory Board, with the exception of its

Chairmanship of the Supervisory Board (Article 12 of the Bylaws)

1. The Supervisory Board elects a Chairman and Vice-Chairman 2. The Vice-Chairman has the same responsibilities and prerogatives for the full period of their appointment. Both functions must be filled as the Chairman, and acts on behalf of the latter when the Chairman by natural persons. is unable to attend or has delegated his/her duties temporarily.

The Supervisory Board sets their compensation, whether fixed or 3. The Supervisory Board may appoint a secretary, whether among variable. its own members or from outside the board.

The Chairman is responsible for calling board meetings at least four times per year, and for chairing their proceedings.

Proceedings of the Supervisory Board (Article 13 of the Bylaws)

1. Supervisory Board members may be notified of board meetings 3. The Supervisory Board establishes Internal Rules , which by any form of communication, including verbally. may provide that, except in cases of resolutions relating to the appointment or replacement of its Chairman and Vice-Chairman, Supervisory Board meetings are held at the registered office or in and those relating to the appointment or dismissal of Executive any other place specified in the notice of meeting. Meetings are Board members, for the purposes of quorum and voting rules, chaired by the Supervisory Board Chairman or, in the absence of Supervisory Board members may participate in the board meeting the latter, by the Vice-Chairman. through videoconferencing or another form of telecommunications, 2. Meetings are held and proceedings conducted subject to the as provided by the law and regulations. legal provisions governing the quorum and voting rules. Where 4. Minutes are taken of Supervisory Board meetings and copies voting is tied, the Chairman will have the casting vote. or extracts thereof are certified and distributed in accordance with the law.

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Compensation paid to Supervisory Board members (Article 15 of the Bylaws)

The Supervisory Board may be granted attendance fees by the The Supervisory Board may also grant exceptional compensation Shareholders’ Meeting . The Supervisory Board may then distribute to certain of its members as required by law. such fees freely amongst its members.

Non-voting members of the Supervisory Board (Article 16 of the Bylaws)

1. The Shareholders’ Meeting may appoint non-voting members to 3. Non-voting members are invited to all Supervisory Board assist the Supervisory Board. They may or may not be shareholders, meetings and may contribute to its proceedings in an advisory role and a maximum of four such non-voting members may be appointed only. They may not act on behalf of Supervisory Board members for a maximum duration of six years. The Supervisory Board sets and may express opinions. their powers and compensation. The Internal Rules of the Supervisory Board are set out in section 4.2 2. The maximum age limit for non-voting members of the board is below. eighty (80) years. Non-voting members who reach this age shall be deemed to have resigned.

Composition of the Executive Board (Article 17 of the Bylaws)

1. The Company is managed by an Executive Board composed of All members of the Executive Board may have an employment three to seven members appointed by the Supervisory Board. It contract with the Company that shall remain in effect throughout performs its duties under the supervision of the Supervisory Board, their entire term of office and thereafter. in accordance with the law and the Company’s Bylaw s. 3. The Executive Board is appointed for a term of four (4) years. In the 2. The members of the Executive Board need not be chosen from event that a seat falls vacant, the Supervisory Board shall appoint, among the shareholders. They must be natural persons. They may in accordance with the law, a successor for the predecessor’s be reappointed indefinitely. No member of the Supervisory Board remaining term. may be a member of the Executive Board. 4. All members of the Executive Board may be dismissed, either The age limit for acting as a member of the Executive Board is set by the Supervisory Board, or by the Shareholders’ Meeting on the at sixty-eight (68) years of age. Any member of the Executive Board motion of the Supervisory Board. If the dismissal is without good who reaches that age shall be deemed to have resigned. cause, the member may be entitled to damages. Dismissal of a member of the Executive Board does not result in termination of his employment contract.

Chairmanship of the Executive Board. Senior Management (Article 18 of the Bylaws)

1. The Supervisory Board appoints one of the members of the 3. The functions of Chairman and, where applicable, Chief Operating Executive Board as its Chairman. He or she fulfills the duties of Officer, allocated to Executive Board members may be withdrawn Chairman for the full duration of appointment as an Executive Board at any time by the Supervisory Board. member. He or she represents the C ompany in its dealings with 4. The Chairman and Chief Operating Officer(s) validly carry out all third parties. acts that bind the Company with respect to third parties. 2. The Supervisory Board may confer the same powers of representation on one or more Executive Board members, who then assume the title of Chief Operating Officer.

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Proceedings of the Executive Board (Article 19 of the Bylaws)

1. The Executive Board meets as often as required in the best Members of the Executive Board may take part in Board meetings interests of the company, after a meeting has been called by the by means of videoconference or telecommunication, as permitted Chairman or at least half of its members. Meetings are held at by current regulations applicable to meetings of the Supervisory the registered office or in any other place specified in the notice Board. The members shall be considered present for the purpose of meeting. Items may be added to the agenda at the meeting. of calculating the quorum and majority. Meetings may be notified by any form of communication, including 4. The proceedings are recorded in the form of minutes, which verbally. are held in a special register and signed by those Executive Board 2. Meetings are chaired by the Chairman of the Executive Board members attending the meeting. or, in his absence, by the Chief Operating Officer. 5. The Executive Board sets its own operating rules and notifies 3. Executive Board proceedings are valid only when at least half of the Supervisory Board thereof. its members are present. Resolutions are adopted by the majority of votes cast by those members present or represented. In the event of a tie vote, the Chairman will have the casting vote.

Compensation paid to Executive Board members (Article 21 of the Bylaws)

The Supervisory Board sets the method and amount of the number and conditions of any share purchase options they compensation paid to each Executive Board member, and sets may be offered.

4.2 INTERNAL RULES OF THE SUPERVISORY BOARD

4.2.1 Internal Rules of the Supervisory Board

These rules, as set out in Article 13 of the Company’s Bylaws, may A Supervisory Board member is considered to be an independent be modified at any time by a resolution passed by the Supervisory member if he/she: Board. I is not currently, and has not been over the previous five years, an officer or employee of the Company or of a company within ARTICLE 1: BOARD ATTENDANCE-INDEPENDENCE its consolidated group or of its parent company; 1. Each Supervisory Board member must devote the time and I is not currently, and has not been over the previous five years, attention required to fulfill the appointment and participate regularly an officer of a company in which the Company or one of in the meetings of the board and any committees of which he/she its employees or representatives serves or has served as a may be a member. Director ;

Any Supervisory Board member failing to attend half of the board I does not currently serve, and has not served over the previous meetings and/or relevant committee meetings held during one year five years, as the Statutory Auditor of the Company or of any will be deemed to have concluded his/her appointment, and will be of its subsidiaries; invited to resign from the Supervisory Board. I is not, either directly or indirectly and in a material manner, either 2. The Supervisory Board establishes the independence of its a client, a supplier, or an investment or corporate banker of the members and reviews their independence annually. It acts on the Company or of any of its subsidiaries; advice of the Compensation and Appointment Committee. I is not a close relative of an officer of the Company. Members of the Supervisory Board are considered independent The Board may rule that a member who meets the above criteria if they have no direct or indirect relationship of any kind with cannot be considered an independent member due to specific the Company, its consolidated group or its management that circumstances and, conversely, that a member who does not meet might affect or detract from their ability to make independent all of these criteria may be considered an independent member. judgments.

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ARTICLE 2: SUPERVISORY BOARD MEETINGS ARTICLE 4: THE EXERCISE OF SUPERVISORY BOARD 1. In accordance with paragraph 3 of Article 12 of the Bylaws, POWERS the Board appoints a secretary nominated by the Chairman. The The Supervisory Board permanently oversees the management of secretary may be a non-member. the Company by its Executive Board. In doing so, it exercises the powers conferred upon it by the law and the Bylaws. 2. The Supervisory Board meets as often as necessary and at least once every quarter. Meetings are notified by letter, telegram, 1. Information provided to the Supervisory Board fax, e-mail or verbally. They may be issued by the secretary to the Supervisory Board. The Supervisory Board performs the checks and controls it deems necessary at any time and may request any document it feels that Meetings are called by the Chairman, who sets the agenda. The it needs to perform its duties. agenda may be agreed only at the time of the meeting. In the absence of the Chairman, the meeting is chaired by the Vice- The Chairman receives a monthly report from the Executive Chairman, who then assumes all the powers of the former. Board on the Company’s investments, cash position, transactions completed and debt, if any. The Chairman must call a Supervisory Board meeting within fifteen days of being asked to do so for a valid reason by at least one- At least once every quarter, the Executive Board submits a report third of its members. If such a request remains unsatisfied, those on the above matters to the Supervisory Board to which it also members making it may themselves call the meeting and set its presents the Company’s business activities and strategy. agenda. The Executive Board also supplies the Supervisory Board with six- Meetings are held at the place shown in the notice of meeting. monthly budgets and investment plans. 3. Any Supervisory Board member may authorize another member 2. Prior authorization granted by the Supervisory by letter, telegram, fax or e-mail to act on his/her behalf at a meeting. Board No member may represent more than one other member at the same meeting. 1. In accordance with Article 14 of the Bylaws, the Supervisory Board issues a written resolution to the Executive Board detailing These provisions also apply to the permanent representative of a the duration, amounts and conditions under which it gives prior legal entity. authorization for one or more of the transactions covered by a) and Supervisory Board proceedings are valid only when at least half b) of paragraph 4 of Article 14 of the Bylaws. of its members are present. Decisions are adopted by the majority 2. Where an emergency arises between Supervisory Board of members present or represented. Where voting is tied, the meetings, the Chairman may act on behalf of the Supervisory Chairman will have the casting vote. Board and on the advice of the Finance Committee to authorize 4. Except when adopting resolutions relating to the appointed or transactions covered by a) and b) of paragraph 4 of Article 14 of replacement of its Chairman and Vice-Chairman, and those relating the Bylaw s, but only where the amounts involved (defined as those to the appointment or dismissal of Executive Board members, amounts used when calculating thresholds, in accordance with Supervisory Board members participating in the board meeting by Article 14 paragraph 4 of the Bylaws) are between €175 million means of videoconferencing or another form of telecommunications and €350 million for the transactions described in the final and may be accepted as present for the purposes of the quorum and penultimate bullet points of b). voting rules, subject to the provisions contained in the relevant Such authorization must be given in writing. The Chairman will legislation and regulations. report on this authorization at the next Supervisory Board meeting, 5. The Supervisory Board may authorize non-members to attend which will be asked to ratify the decision. its meetings, whether in person or by means of videoconferencing 3. Acting on behalf of the Supervisory Board, its Chairman of another form of telecommunications. authorizes the appointment of any new representative of the 6. An attendance register signed by the Supervisory Board Company in any board of any of its companies in France or abroad, members attending meetings is held at the registered office. where the Company maintains a holding of at least €175 million in the company concerned. ARTICLE 3: MINUTES 4. The Supervisory Board Chairman may advise the Executive Board at any time on any transaction, whether past, present or Minutes are taken of every board meeting, in accordance with all future. applicable legal provisions. 5. Prior agreements and/or authorizations granted to the Executive The minutes will mention any use made of videoconferencing or Board under the terms of Article 14 of the Bylaws and this Article other form of telecommunications, and the names of all those must be referred to in the minutes of the proceedings of the participating in the meeting through those methods . Supervisory and Executive Boards. The secretary to the Board is authorized to distribute and certify copies or extracts of the minutes.

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ARTICLE 5: ESTABLISHMENT OF COMMITTEES - ARTICLE 6: SUPERVISORY BOARD COMPENSATION COMMON PROVISIONS 1. The Chairman and Vice-Chairman may receive compensation, 1. Under the terms of paragraph 7 of Article 14 of the Bylaws, the the nature, amount and payment methods of which are determined Supervisory Board resolves to establish its own Audit Committee, by the Supervisory Board acting on advice from the Compensation Finance Committee and Compensation and Appointment Committee. Committee. These three specialized Committees are permanent 2. The amount of Director fees set by the Shareholders’ Meeting Committees. Their tasks and rules are set out in their charters, under the terms of Article 15 of the Bylaws is shared between the which are appended to these rules as appendices 1, 2 and 3. Supervisory Board, its Committees and, where applicable, their 2. Each Committee has between three and seven personally- advisors in accordance with the following principles: appointed members, who may not be represented by others. They I the Supervisory Board sets the amount of Directors’ fees are chosen freely by the Board, which ensures that they contain allocated to Supervisory Board members, and the amount independent members. allocated to the Chairman and members of each Committee; 3. Although the term of Committee membership coincides with the I half of the Directors’ fees allocated to Supervisory Board member’s term of office on the Supervisory Board, the latter can and Committee members are distributed uniformly, and the change the composition of its Committees at any time and remove remaining half in proportion to their actual presence at Board a member from a Committee if necessary. and Committee meetings; 4. The Board may also appoint one or more non-voting members I the Supervisory Board may decide that a proportion of the to sit on one or more committees for whatever duration it sees fit. In Directors’ fees should be allocated to its non-voting members , accordance with the Bylaws, these non-voting members may take the amount and conditions of such allocation being set by the part in Committee proceedings in a solely consultative capacity. Supervisory Board itself. They may not act on behalf of Supervisory Board members and may only advise. ARTICLE 7: COMPLIANCE & ETHICS 5. The Board appoints the Committee Chairman from among its members, and for the duration of his/her appointment as a 1. Supervisory Board and Committee members, and any person committee member. attending Supervisory Board and/or Committee meetings, are bound by a general obligation of confidentiality concerning the 6. Each Committee reports on the fulfillment of its tasks at the next proceedings attended, and in respect of any confidential information meeting of the Supervisory Board. or information described as such by the Chairman of the meeting 7. Each committee sets the frequency of its own meetings, which concerned or the Chairman of the Executive Board. are held at the registered office or any other location selected by 2. More particularly, if the Supervisory Board receives precise the Chairman, who also sets the agenda for each meeting. confidential information capable, when published, of affecting the The Committee Chairman may invite Supervisory Board members share price of the Company or one of the companies it controls, to attend one or more of its meetings. Only committee members then the members of the Board must refrain from communicating may take part in committee proceedings. this information to any third party until after it has been published.

Each Committee may invite any guest of its choice to attend its 3. Every Supervisory Board member must inform the Company meetings. by sealed letter conveyed via the Chairman of the Supervisory Board, of any transaction involving his/her shares. This letter must 8. The minutes of every committee meeting are recorded by the include details of the number of Company shares held and be secretary appointed by the Committee Chairman and approved by submitted within five working days of the transaction to which it the Supervisory Board Chairman. The minutes are distributed to refers. Supervisory Board members must also inform the Company all Committee members. The Committee Chairman decides on the of the number of shares they hold at December 31 of each year, and conditions governing the way in which the work of the Committee at the time of any financial transaction, in order that the Company is reported to the Supervisory Board. can publish this information.

9. Each Committee puts forward proposals, recommendations 4. The Company may request any Supervisory Board member to and/or advice within its own field of expertise. For this purpose supply full information concerning transactions in the shares of it may undertake or commission any studies likely to assist in the listed companies, where such information may be required to satisfy proceedings of the Supervisory Board. the need to make official declarations to national regulatory bodies, 10. Compensation of Committee members is set by the Supervisory and more specifically, market regulators. Board, and paid from the total amount of Director’s fees for 5. Where a transaction is planned in which a Supervisory Board the year. member or the non voting member of the Supervisory Board has a direct or indirect interest (e.g. where a Board member is affiliated with the seller’s advisory or funding bank, or the bank advising or funding a Eurazeo competitor in respect of the same transaction, or with a major supplier or customer of a company in which Eurazeo is considering acquiring a holding), then the Supervisory Board member or the non voting member of the Supervisory Board concerned must inform the Chairman of the Supervisory Board of

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his/her knowledge of the planned transaction, specifying whether ARTICLE 8: NOTIFICATION his/her interest is direct or indirect and the nature of the interest. The Executive Board will be informed of these rules, and will then The Supervisory Board members or the non-voting members of take note of them under a specific resolution. the Supervisory Board concerned then required to abstain from the part of Supervisory Board or Committee meetings at which the planned transaction is discussed. Consequently, he/she takes no part in the proceedings of the Supervisory Board or in the vote concerning the planned transaction concerned, and does not receive the relevant section of the minutes.

4.2.2 Declarations relating to corporate governance

PERSONAL INFORMATION ON EXECUTIVE BOARD CONFLICTS OF INTEREST AND SUPERVISORY BOARD MEMBERS To the best of the Company’s knowledge, as of the date hereof, There are no family ties between members of the Supervisory Board there was no potential conflict between the duties of the members and/or members of the Executive Board. of the Supervisory Board or Executive Board toward Eurazeo and their private interests or other duties. One member of the Supervisory Board, Olivier Merveilleux du Vignaux, is the son-in-law of the Chairman of the Supervisory To the best of the Company’s knowledge, there is no arrangement or Board and another member, Béatrice Stern, is the daughter of the agreement with shareholders, customers, suppliers or others under Chairman of the Supervisory Board. which a Supervisory Board or Executive Board member has been appointed in this capacity, with the exception of Mr Laurent and To the best of Eurazeo’s knowledge, no member of its Supervisory Mr Dupuy, who are Supervisory Board members in their capacity Board or Executive Board has been convicted of fraud in the past as representatives of Crédit Agricole SA, and Mr Bernheim, and five years. No member of the Supervisory Board or Executive Board Mr Merveilleux Du Vignaux, who are Supervisory Board members has been involved in a bankruptcy, receivership or liquidation in in their capacity as representatives of SCHP. the past five years and none has been charged with or publicly sanctioned for an offense by a legal or regulatory authority, with Except for shares arising from the exercise of options by members the exception of the situations specified in the section entitled of the Executive Board subject to conservation conditions referred “Litigation”. No member has been barred by a court order from to in Section I.3.6.1, to the best of the Company’s knowledge, no serving as a Director or member of an Executive or Supervisory member of the Supervisory Board or the Executive Board has body of an issuer or from participating in the management or agreed to any restriction on the sale of some or all of the shares governance of an issuer in the past five years. held within a given period of time.

4.3 RELATED-PARTY AGREEMENTS

Related party disclosures are shown in Note 23 of the Notes to the consolidated financial statements.

4.3.1 Regulated agreements submitted to the approval of the Supervisory Board are set out in the Statutory Auditors’ Special Report and are therefore not included in this section

4.3.1.1 STATUTORY AUDITOR S’ REPORT ON REGULATED AGREEMENTS FOR THE 2008 FISCAL YEAR The Statutory Auditors’ report on regulated agreements for the 2008 fiscal year is included in pages 107 to 110 of the Eurazeo registration document.

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4.3.1.2 STATUTORY AUDITOR S’ REPORT ON REGULATED AGREEMENTS FOR THE 2007 FISCAL YEAR The Statutory Auditors’ report on regulated agreements for the 2007 fiscal year is included on pages 190 to 194 of the Eurazeo registration document filed with the AMF on April 4, 2008 under N°D.08-2000.

4.3.1.3 STATUTORY AUDITOR S’ REPORT ON REGULATED AGREEMENTS FOR THE 2006 FISCAL YEAR The Statutory Auditors’ report on regulated agreements for the 2006 fiscal year is included on pages 208 to 212 of the Eurazeo registration document filed with the AMF on April 12, 2007 under N°D.07-0311.

4.3.2 Related-party agreements pertaining to ordinary transactions and entered into on arm’s-length terms (agreements governed by Article L. 225-87 of the French Commercial Code) are listed below

4.3.2.1 FINANCE AGREEMENTS - Eurazeo Real Estate Lux in 2006, 2007 and 2008; (CASH MANAGEMENT AGREEMENTS - Legendre Holding 11 in 2006 and 2007; AND SHAREHOLDER ADVANCES) - B&B Hotels Group in 2006 and 2008; I 2003 Group cash management agreement. - Ray France Investment in 2007; I Legendre Holding 15 joined the Group cash management agreement in 2006, RedBirds Participations, RedBirds France - RedBirds Participations in 2008; and Ray France Investment SAS joined it in 2007 and Société - Eurazeo Italia en 2008; Immobilière Marseillaise, Eurazeo Entertainment Lux, Legendre Holding 11, Legendre Holding 22, Legendre Holding 19, EREL - Legendre Holding 19 in 2008; Capital S.àr.l., Legendre Holding 8 and Eurazeo Real Estate - Legendre Holding 22 in 2008. Lux S.àr.l. joined it in 2008. I Eurazeo has extended shareholder advances to subsidiaries, 4.3.2.2 OTHERS some of which have been repaid and/or capitalized: I Tax consolidation agreement. - Legendre Holding 8 in 2007 and 2008; I FBF framework agreement relating to operations on futures - Euraleo in 2007; financial instruments entered into between Eurazeo and - LH APCOA in 2007 and 2008; Legendre Holding 22 on June 9, 2008 and entering into exchange rate swaps. - Eurazeo Partners SAS (now Eurazeo Capital Investissement) in 2006;

4.3.3 Service agreements (all sums exclusive of taxes)

I Agreement of April 18, 2008 between Eurazeo and Euraleo I Agreement of April 16, 2008 between Eurazeo and Eurazeo S.r.l. entailing the payment of €1.25 million in fees for the period Management Lux entailing the payment of €5,725,901.38 for between January 24, 2008 to December 31, 2008 and €937,500 various consulting services . This agreement was the result for the period between April 24, 2007 and January 23, 2008 for of successive investment consulting services entered into various consulting services. on March 30, 2007 and June 30, 2006 respectively between Eurazeo and Eurazeo Management Lux under which fees I April 18, 2008 agreement between Eurazeo, Gruppo Banca totaling €6 million and €4 million are payable in respect of said Leonardo, Euraleo S.r.l.. and Broletto 2 S.r.l.. entailing the services. payment to Eurazeo of €400,000 in fees for various services provided in connection with the acquisition of interests in Sirti I Agreement of February 1, 2008 between Eurazeo, RedBirds S.p.A. by Broletto 2 S.r.l.. Participations SA and Eurazeo Entertainment Lux Sarl entailing the payment of €417,031.24 to RedBirds Participations SA and of €46,336.80 by Eurazeo Entertainment Lux for transactions related to the funding of the investment in Station Casinos, Inc for which Eurazeo has given sureties.

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I Agreement of December 13, 2007 between Eurazeo and Ray I Agreement of June 20, 2006 between Eurazeo and LFPI France Investment SAS entailing the payment of €1,017,557 Gestion entailing the payment of €66,900 in 2006 and 2007 in in return for a commitment taken by Eurazeo as part of a respect of Eurazeo’s holding the equity fundraising for PCPR subscription commitment made by Ray France Investment LFPI Croissance. SAS. I Agreement of May 31, 2006 between Eurazeo and Europcar I Agreement of April 23, 2007 between Eurazeo and the Groupe entailing the payment of €15.5 million in fees for various acquisition holding company of APCOA entailing the payment services provided in connection with the purchase of Europcar of €8,850,000 in fees for various services provided . Groupe.

I Agreement of February 15, 2007 between Eurazeo and I Agreement of December 20, 2005 between Eurazeo and ANF Parantech Expansion entailing the payment of €414,000 entailing the payment of €526,755.85 in fees for 2006 (paid (exclusive of tax) in fees for various services provided in in 2007), €730,000 for 2007 (paid in 2008), and €1,021,000 connection with the revaluations of Parantech’s holding in for 2008 (paid in 2009) for various services and for refunds Redbirds France . of expenses.

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5 OTHER INFORMATION CONCERNING GROUP OPERATIONS AND STRUCTURE

5.1 OWNERSHIP STRUCTURE

5.1.1 Ownership structure

Eurazeo is the parent company of the Group.

As of December 31, 2008, the consolidated financial statement of Eurazeo included 194 reporting entities, of which 188 were fully consolidated and 6 were accounted for by the equity method.

A comprehensive list of Group subsidiaries is contained in the Notes to the consolidated financial statements.

Eurazeo organization chart as of December 31, 2008

SCHP and Affiliates Crédit Agricole Others

23.7% 31.1% 16.6% 24.9% 59.7% 44.0%

Eurazeo as of December 31, 2008

Private equity Listed Private Equity Real Estate Listed investments

Europcar Groupe Rexel ANF Danone (85.1%)* (22.1%)* (62.8%)* (5.3%)

B&B hotels Accor (74.1%)* (9.1%)*

APCOA LT Participations /Ipsos (82.2%)* (24.8%)

Elis (83.2%)*

Financières Truck (Investissement) (Fraikin) (13.2%)*

Gruppo Banca Leonardo (19.5%)*

Intercos (25.4%)*

SIIT (Sirti) (21.0%)*

■ % of share capital ■ of voting rights * Percentage of interest held by Eurazeo.

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5.1.2 Relationships between the parent company and subsidiaries

Relationships with subsidiary companies are addressed in section “4.3 Agreements with related parties” of this document and the corresponding financial flows are shown in Note 12 of the Notes to the company financial statements.

5.2 PROPERTY, PLANT AND EQUIPMENT

Significant existing or planned property, plant and equipment

Group entities operate several facilities, which they fully own, lease, €940,954,000 at December 31, 2007 (restated) accounting for rent or otherwise occupy, primarily in France. 6.7% and 5.5% of the consolidated balance sheet total for those years respectively. The businesses operated in those industrial, commercial or office properties or other facilities are described on pages 56 to 83 of A summary of the Group’s property, plant and equipment and of Volume 1 of the Registration Document, and concern Europcar, expenses incurred in connection with those assets (depreciation Groupe B&B hotels, ANF, Elis and APCOA. and provisions allowances) is included in notes 3 to the consolidated financial statements (pages 144 and 145 herein). The net value shown in the Eurazeo Group consolidated balance sheet at December 31, 2008 was €1,038,047 compared with

5.3 LARGE CONTRACTS

Large contracts are described in sections 3 (Shareholders’ agreements), 4.3 (Transactions with related entities) and 5.6 (Events likely to influence public tender offers).

5.4 DEPENDENCE ON PATENTS OR LICENSES

The Company does not depend to a significant extent on the existence of patents, licenses or industrial, commercial or financial supply agreements.

5.5 MATERIAL CHANGES IN FINANCIAL POSITION

To the best of Eurazeo’s knowledge, no significant event or development has occurred since December 31, 2008 that is liable to have a material impact on the financial position, business, income or assets of the Company and the Eurazeo group.

5.6 BRIEF HISTORY AND REVIEW OF CORPORATE DEVELOPMENTS

Eurazeo was born out of the 2001 merger of Gaz et Eaux (founded From 2001 to 2005, Eurazeo radically changed its corporate 1881) and Eurafrance (founded 1969). At September 30, 1974, the structure by (i) merging Azeo, La France Participations et Gestion, company’s assets totaled €92.5 million, and its market capitalization La Compagnie Française de Participation et d’Assurances, La was €41.0 million. Net assets per share amounted to €4.23 and Compagnie Centrale de Placement and Société de Participations et shares traded for €1.88. de Gestion de Courtage into it in 2001, (ii) merging Rue Impériale, the Group’s former parent company, into it in 2004 and (iii) transferring the real estate business acquired with Rue Impériale to its ANF subsidiary in 2005.

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The portfolio movements reflect the investment strategy introduced DIVESTITURES in 2002, under which Eurazeo has invested in private equity I The sale of Eutelsat shares through the BlueBirds, RedBirds and holdings and leading listed companies, and disposed of its historic WhiteBirds entities to SatBirds (now Eutelsat Communications), investments. yielding capital gains of €180.3 million, at the time of the Over fiscal 2005 to 2007, the principal developments with an impact April 2005 refinancing operations, together with a dilution gain on the investment portfolio were as follows: of €129.1 million resulting from the impact of the restricted offering at the time of Eutelsat Communications’ IPO, for an aggregate return of €309.4 million. ADDITIONS I The disposal in 2005 of the holding in Terreal through its I Purchase of Groupe B&B shares for €51.3 million in 2005. Catroux subsidiary, resulting in a consolidated capital gain of I Purchase of Ray France Investment shares for €463.8 million €130.7 million. in 2005. I The disposal in 2005 of Eurazeo’s direct and indirect I Purchase of 529,499 Air Liquide shares via Legendre Holding interests in Lazard L.L.C. through its Malesherbes subsidiary 11 at a cost of €83.9 million in 2005. for €610.2 million, generating a consolidated loss of €157.9 million. I Acquisition of ANF via Immobilière Bingen at a cost of €97.4 million in 2005. I The sale in 2005 of the Company’s interest in IRR Capital for €307.8 million, resulting in a consolidated capital gain of I An additional investment of €47 million in the Colyzeo fund, €118 million. through Eurazeo Real Estate Lux in 2005. I The disposal in 2005 of 11,187,524 Pearson Plc shares I Investment of €17.7 million in funds in 2005 in connection with purchased for €97 million and sold for €111 million, resulting in earlier commitments, principally in the United States. a consolidated capital gain of €14 million. I Purchase of Europcar shares for €681.0 million in 2006. I The disposal in 2005 of 1,435,464 Saint-Gobain shares I An additional investment in 4,259,509 Danone shares at a cost purchased for €34.6 million and sold for €65.9 million, resulting of €425.3 million in 2006. in a capital gain of €31.4 million.

I An additional investment in 393,120 Air Liquide shares at a cost I The disposal in 2005 of the holding in Sandinvest, acquired of €151.3 million in 2006. for €6.2 million and sold for €16.2 million, resulting in a capital gain of €10 million. I Investment of €93.2 million in Gruppo Banca Leonardo in 2006. I The disposal in 2005 of 67,330 Gécina shares purchased for €1.9 million and sold for €5.4 million, resulting in a capital gain I Investment of €3.8 million in Eurazeo Co-Investments Partners of €3.5 million. “ECIP” in 2006. I Disposals in 2005 of investments made through investment I Investment of €312.7 million in APCOA in 2007. funds at a cost of €107.1 million, including €67.2 million I Investment in Elis in 2007, of €176.4 million in equities and through F.C.P.R. BBS Capital, generating net capital gains of €216.1 million in bonds. €9 million.

I Investment of €72.5 million in Gruppo Banca Leonardo in I Disposal in 2006 of the majority of the investment fund portfolio 2007. for €181.7 million, and a cost price of €216.8 million.

I Investment of €54.5 million in Veolia in 2007. I Disposal in 2006 of the remaining holding in Pearson Plc at a consolidated cost price of €5.2 million and a sale price of I Investment of €17.6 million in Financières Truck Investissement €9.2 million. in 2007. I Disposal in 2007 of the holding in Fraikin Groupe for a I Additional investment of €650 million net in Air Liquide shares consolidated capital gain (net of taxes) of €205.1 million. through Legendre Holding 11 in 2007. I Disposal in 2007 of the holding in Eutelsat Communications for a consolidated capital gain (net of taxes) of €576.2 million.

Activity for the 2008 fiscal year is detailed in the Executive Board report on pages 7 to 8 of this document.

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6 CONTACTS AND AVAILABLE FINANCIAL INFORMATION

6.1 EXECUTIVE RESPONSIBLE FOR FINANCIAL INFORMATION

Philippe Audouin - Member of the Executive Board

Tel.: (33) 01 44 15 01 11 - Fax: (33) 01 47 66 84 41

Email: [email protected] - Internet: www.eurazeo.com.

6.2 TIMETABLE FOR FINANCIAL COMMUNICATIONS

I Release of Q1 2009 revenues: May 13, 2009. I Release of H1 2009 revenues and results: August 28, 2009.

I Eurazeo Ordinary and Extraordinary Shareholders’ Meeting : I Release of Q3 2009 revenues: November 13, 2009. May 29, 2009 at 10 A.M.

I Dividend payment date: June 29, 2009, (subject to approval by the Shareholders’ Meeting).

6.3 DOCUMENTS AVAILABLE TO THE PUBLIC

Eurazeo’s Article s of incorporation, the minutes of Shareholders’ All financial announcements and reports issued by Eurazeo can be Meetings and other C orporate documents, as well as past financial downloaded from the Company’s website at www.eurazeo.com. statements and all expert valuations and statements issued at Eurazeo’s request and which must be made available to its shareholders under applicable laws can be examined at Eurazeo’s registered office, at 32 Rue de Monceau, 75008, Paris, France.

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6.4 ANNUAL INFORMATION DOCUMENT

Press releases available on the Company web site at: www.eurazeo.com

Date Title 01/29/2008 Action in concert with Colony in Accor 02/04/2008 2007 revenues 03/27/2008 2007 results 03/28/2008 SFAF Presentation – 2007 Results 05/05/2008 Presentation – Increase of the stake in Accor 05/05/2008 Colony Capital and Eurazeo increase their stake in Accor 05/14/2008 1st Quarter 2008 revenues 05/19/2008 Implementation of one-for-twenty bonus share allocation 06/02/2008 Optimized disposal program for part of the stake in Air Liquid 06/09/2008 Change in Eurazeo’s listed investment portfolio 07/09/2008 Appointment of Luis Marini-Portugal to the Eurazeo Executive Board 08/13/2008 1st Half 2008 revenues results 08/28/2008 1st Half 2008 revenues results 09/17/2008 Share liquidity on September 16, 2008 10/20/2008 Implementation of a new liquidity contract 11/14/2008 9 months 2008 revenues 12/23/2008 AFEP-MEDEF Recommendations 02/12/2009 2008 revenues 03/19/2009 2009 financial calendar 03/31/2009 2008 results

Other Eurazeo share information permanently available on the Company web site: www.eurazeo.com

Date Title 02/11/2008 Number of shares and voting rights as of January 31, 2008 Share buy back January 2008 02/26/2008 Share buy back from February 18 to 22, 2008 03/05/2008 Number of shares and voting rights as of February 29, 2008 Share buy back from February 25 to March 4, 2008 03/14/2008 Share buy back from February 5 to March 12, 2008 04/08/2008 Number of shares and voting rights as of March 31, 2008 05/06/2008 Share buy back April 24, 2008 05/07/2008 Number of shares and voting rights as of April 30, 2008 05/14/2008 Share buy back May 6, 2008 05/21/2008 Number of shares and voting rights as of May 14, 2008 05/26/2008 Share buy back from February 16 to May 23, 2008 06/02/2008 Number of shares and voting rights as of May 26, 2008 06/04/2008 Number of shares and voting rights as of May 31, 2008 06/19/2008 Cancellation of shares as of June 25, 2008 Share buy back from June 11 to 18, 2008 06/30/2008 Share buy back from June 19 to 27, 2008 07/04/2008 Number of shares and voting rights as of June 30, 2008 07/08/2008 Share buy back from June 30 to July 7, 2008

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07/15/2008 Share buy back from July 7 to 14, 2008 07/22/2008 Share buy back from July 15 to 21, 2008 07/29/2008 Share buy back from July 22 to 28, 2008 08/01/2008 Share buy back from July 29 to 31, 2008 08/06/2008 Number of shares and voting rights as of July 31, 2008 08/11/2008 Share buy back from August 1 to 8, 2008 08/20/2008 Share buy back from August 11 to 13, 2008 09/10/2008 Share buy back from September 1 to 8, 2008 09/11/2008 Number of shares and voting rights as of August 31, 2008 09/18/2008 Share buy back from September 9 to 17, 2008 09/29/2008 Share buy back from September 18 to 26, 2008 10/06/2008 Number of shares and voting rights as of September 30, 2008 Share buy back from September 29 to 30, 2008 10/21/2008 Share buy back from October 10 to 20, 2008 10/30/2008 Share buy back from October 21 to 29, 2008 11/03/2008 Share buy back from October 30, 2008 11/06/2008 Number of shares and voting rights as of October 31, 2008 11/28/2008 Share buy back from November 18 to 20, 2008 12/12/2008 Number of shares and voting rights as of November 30, 2008 12/17/2008 Share buy back from December 8, 2008 01/07/2009 Number of shares and voting rights as of December 31, 2008 01/27/2009 Share buy back from January 16 to 26, 2009 02/02/2009 Share buy back from January 27 to 30, 2009 02/10/2009 Number of shares and voting rights as of January 31, 2009 02/11/2009 Share buy back from February 2 to 10, 2009 02/20/2009 Share buy back from February 11 to 19, 2009 03/02/2009 Share buy back from February 20 to 27, 2009 03/05/2009 Number of shares and voting rights as of February 28, 2009 03/12/2009 Share buy back from March 2 to 10, 2009 03/23/2009 Share buy back from March 11, 2009 04/03/2009 Number of shares and voting rights as of March 31, 2009

Other information permanently or occasionally available on the Company’s web site: www.eurazeo.com

Date Title 04/04/2008 Notice of meeting for the Ordinary and Extraordinary Shareholders’ Meeting of May 14, 2008. 04/16/2008 Release and availability of the 2007 Annual Report 04/16/2008 Report by the Chairman of the Supervisory Board on Internal Control (Fiscal 2007) 04/16/2008 Fees paid to the Statutory Auditors (Fiscal 2007) 08/29/2008 Release and availability of the 2008 half-year financial report

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6.5 HISTORICAL FINANCIAL INFORMATION

In accordance with the provisions of Article 28 of European Commission (EC) regulation 809/2004, the following information is included as relevant to this registration document.

Additional information concerning the consolidated financial statements for the years ended December 31, 2006 and December 31, 2007

CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 FOR THE YEAR ENDED DECEMBER 31, 2006 The consolidated financial statements for the year ended The consolidated financial statements for the year ended December 31, 2007 appear on pages 198 to 277 of the Eurazeo December 31, 2006 appear on pages 122 to 179 of the Eurazeo registration document filed with the AMF on April 4, 2008 (under registration document filed with the AMF on April 12, 2007 (under N° D.08-0200). N° D.07-0311).

STATUTORY AUDITOR S’ REPORT STATUTORY AUDITOR S’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 FOR THE YEAR ENDED DECEMBER 31, 2006 The Statutory Auditor s’ report on the consolidated financial The Statutory Auditor s’ report on the consolidated financial statements for the year ended December 31, 2007 appears on statements for the year ended December 31, 2006 appears on pages 278 and 279 of the Eurazeo registration document filed with pages 180 and 181 of the Eurazeo registration document filed with the AMF on April 4, 2008 (under N° D.08-0200). the AMF on April 12, 2007 (under N° D.07-0311).

Additional information concerning the company financial statements for the years ended December 31, 2006 and December 31, 2007

COMPANY FINANCIAL STATEMENTS FOR THE YEAR COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 ENDED DECEMBER 31, 2006 The company financial statements for the year ended The company financial statements for the year ended December 31, 2007 appear on pages 280 to 305 of the Eurazeo December 31, 2006 appear on pages 182 to 205 of the Eurazeo registration document filed with the AMF on April 4, 2008 (under registration document filed with the AMF on April 12, 2007 (under N° D.08- 0200). N° D.07- 0311).

STATUTORY AUDITOR S’ REPORT ON THE COMPANY STATUTORY AUDITOR S’ REPORT ON THE COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 DECEMBER 31, 2006 The Statutory Auditors’ report on the company financial statements The Statutory Auditors’ report on the company financial statements for the year ended December 31, 2007 are on pages 306 to 307 of for the year ended December 31, 2006 are on pages 206 to 207 of the Eurazeo registration document filed with the AMF on April 4, the Eurazeo registration document filed with the AMF on April 12, 2008 (under N° D.08-0200). 2007 (under N° D.07-0311).

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TABLECROSS-REFERENCES DE CONCORDANCE INDEX

In order to facilitate the reading of this Annual Report (volumes 1 Volumes 1 and 2 mentioned below make reference to the Annual and 2) filed with the AMF, the index below provides cross-references Review and to the Legal and Financial Information respectively. between the main headings as required by regulation 809/2004 adopted pursuant to Directive called “Prospectus”, and the corresponding pages.

Page number Headings from Appendix I of European regulation 809/2004 Volume 1 Volume 2 1 - Parties responsible 224 2 - Statutory Auditor s 225 3 - Financial highlights 3.1 - Historical financial information 2 to 5; 6; 96 to 100 11 to 17 3.2 - Interim financial information N/A N/A 4 - Risk factors 52 to 58; 163 to 165 5 - Information concerning the issuer 5.1 - Company history and development 6 to 21; 248 to 249 5.2 - Investments 6 to 10; 249 6 - Summary of business 6.1 - Principal business 18 to 21 17 to 21 6.2 - Principal markets 22 to 23 6.3 - Exceptional events N/A N/A 6.4 - Dependence on patents or licenses or on manufacturing, commercial or financial agreements, if applicable 248 6.5 - Basis used for statements by the issuer regarding its competitive position Inside front cover 7 - Organizational chart 247 7.1 - Summary description of the issuer’s group and place held by the issuer 247 7.2 - List of issuer’s principal subsidiaries 178 to 184 8 - Property, plant and equipment 8.1 - Principal existing or planned property, plant and equipment 248 8.2 - Environmental issues with a potential impact on the use of property, plant and equipment by the issuer 38 to 45 52 to 53 9 - Review of financial position and results 9.1 - Financial position 6 6 to 21 9.2 - Operating income 6 12 to 13; 17 10 - Cash and equity 10.1 - Information on the issuer’s capital 15 to 16; 64 to 68; 155; 156 15 to 16; 10.2 - Source or uses of funds 99 to 100 122 to 123 and 215 10.3 - Borrowing terms and financial structure 15 to 16; 56; 161 to 165 10.4 - Information concerning restrictions on the use of funds where these have a significant actual or potential impact on the operations of the issuer 161 to 165 10.5 - Expected sources of funds for meeting commitments 18 to 21 6 11 - Research and development, patents and licenses 248 12 - Information on trends 22 to 23 10 13 - Income forecast or estimated N/A N/A

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Page number Headings from Appendix I of European regulation 809/2004 Volume 1 Volume 2 14 - Governing management, supervisory bodies and general management 14.1 - Information concerning B oard members 26 to 33 22 to 38; 84 to 85 14.2 - Conflicts of interest by members of the governing bodies or management 244 15 - Compensation and benefits 15.1 - Compensation and benefits in kind 40 to 51 15.2 - Total cost of pension, retirement or other benefits 40 to 51; 159 16 - Operation of governing and management bodies 16.1 - Term expiration dates 24 to 36; 48 16.2 - Information on service agreements between the members of the governing bodies and the issuer or its subsidiaries 29 16.3 - Information on the issuer’s Audit and Compensation Committees 32 to 33 38 to 39 16.4 - Compliance with corporate governance rules in effect in the issuer’s home country 30; 32 to 33 22 to 23; 84 to 85 17 - Employees 17.1 - Number of employees and breakdown by principal line of business and location 47 70 to 71; 172 to 173; 209 17.2 - Employee stock ownership and stock options 47; 61; 79; 205 to 206 17.3 - Agreements providing for employee stock ownership 47 71 18 - Principal shareholders 18.1 - Shareholders with more than 5% of the shares or voting rights 7 60 to 63; 206; 247 18.2 - Existing differences in shareholders’ voting rights 37 232 to 233 18.3 - Control of the issuer 7 62 to 63 18.4 - Agreement, known to the issuer, which could cause its control to change hands 234 to 235 41 to 43; 177; 209; 19 - Transactions with related entities 235 to 238; 244 to 246 20 - Information concerning the assets, financial position and income of the issuer 20.1 - Historical financial information 248 to 249 20.2 - Pro-forma financial information N/A 20.3 - Financial statements 117 to 190; 193 to 219 20.4 - Audit of past annual financial information 191 to 192; 220 to 221 20.5 - Date of most recent financial information 12/31/2008 20.6 - Interim financial information N/A 20.7 - Distribution of dividends 64 20.8 - Legal and arbitration proceedings 53 to 54 20.9 - Material changes in financial or business situation 248 21 - Additional information 21.1 - Capital stock 59; 232 to 234 21.2 - Incorporating document and Article s of incorporation 226 to 231 22 - Large contracts 248 126 to 127; 140; 23 - Information from third parties, expert opinions and statements of interest 146 and 147 24 - Access to document 34 to 35 250 25 - Information concerning participants 50 to 92 216 to 217 N/A: Not applicable

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Sections in this Pages in this Information required in the annual financial report Volume 2 Volume 2 Declaration by the party responsible for the report 224 Executive Board’s report - Analysis of the results, financial position, risks and a list of assignments relating to capital increases for the parent company and the consolidated entity (Article L. 255-100 6 to 21; 52 to 58; and L. 225-100-2 of the French Commercial Code ) 1; 2; 4; 7.4 82 to 83 - Information required under Article L. 255-100-3 of the French Commercial Code relating to events likely to influence an IPO 5.6 68 to 69 - Information relating to share buy back (Article L. 255-211, para. 2 of the French Commercial Code) 5.4 64 to 67 Financial statements - Annual financial statements 193 to 219 - Statutory Auditors’ report on the annual financial statements 220 to 221 - Consolidated financial statements 117 to 190 - Statutory Auditors’ report on the consolidated financial statements 191 to 192

256 Eurazeo • 2008 Annual Report • Volume 2 WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2 Design and production Translated by Labrador

Printed in France by a printer certified to Imprim’Vert standards on recyclable, elementary chlorine-free, PEFC-certified paper made from pulp originating in forests that are sustainably in ways that are environmental, socially benefical and economically viable. WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2 This Document is a free translation into English of the second volume of the Annual Report that was filed with the Autorité des Marchés Financiers on April 22, 2009 in accordance with Article 212-13 of its general regulations. It may be used in support of a financial transaction if supplemented by a preliminary prospectus approved by the AMF. This document contains all the information on the annual financial report. It was drawn up by the issuer and is binding for the individuals signing it. WorldReginfo - f65553ff-6e6c-4eef-b5d5-3bef3455e0f2