Eurazeo SE — Major Shareholding Notification 2017

Oct 4, 2017

PARIS, OCTOBER 4, 2017

Not for distribution, directly or indirectly, in the United States, Canada, Australia or Japan.

SALE OF ELIS SHARES BY EURAZEO

Eurazeo SE ("Eurazeo") announces that, directly and through its subsidiary Legendre Holding 27 SAS ("LH 27"), and together with ECIP Elis Sarl, it intends to sell a total of 10,000,000 Elis SA ("Elis") shares, representing 4.56% of Elis' share capital and 4.36% of voting rights, comprising 8,696,854 Elis shares (i.e. 3.96% of Elis' share capital) to be sold by Eurazeo, 1,112,974 Elis shares (i.e. 0.51% of Elis' share capital) to be sold by LH 27 and 190,172 Elis shares (i.e. 0.09% of Elis' share capital) to be sold by ECIP Elis Sarl.

The sale will be carried out by way of an accelerated book building to institutional investors (the "Placement") commencing immediately. Eurazeo intends to issue a press release upon completion of the Placement to disclose the final terms of such Placement.

BNP Paribas SA is acting as Bookrunner in connection with the Placement. Rothschild is acting as financial advisor to Eurazeo.

Following completion of the Placement, LH 27, a subsidiary of Eurazeo, will retain 13,825,204 shares and 23,479,653 voting rights in Elis, representing 6.30% of Elis' share capital and 10.24% of Elis' voting rights. Eurazeo and ECIP Elis Sarl will no longer be direct shareholders of Elis.

In accordance with market practices, a 90-day lock-up has been granted by LH 27 in respect of its remaining shareholding in Elis, subject to customary exceptions and waivers.

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No communication and no information in respect of the sale by Eurazeo SE, Legendre Holding 27 SAS and/or ECIP Elis Sarl of Elis shares may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The offer or sale of the Elis shares by Eurazeo SE, Legendre Holding 27 SAS and/or ECIP Elis Sarl may be subject to specific legal or regulatory restrictions in certain jurisdictions. Eurazeo SE, Legendre Holding 27 SAS, ECIP Elis Sarl and their shareholders and their affiliates take no responsibility for any violation of any such restrictions by any person.

This press release does not constitute an offer or a solicitation to sell or subscribe requiring a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and Council dated 4 November 2003, as amended, in particular by Directive 2010/73/EU, and includes any relevant implementing measure (the Prospectus Directive).

This announcement does not, and shall not, in any circumstances constitute a public offering, nor an offer to sell or to subscribe, nor a solicitation to offer to purchase or to subscribe securities in any jurisdiction.

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The offer and sale of the Elis shares by Eurazeo SE, Legendre Holding 27 SAS and ECIP Elis Sarl in France will be carried out through a private placement to qualified investors, in accordance with article L.411-2 of the French Financial and Monetary Code and other applicable laws and regulations. There will be no public offering in France.

With respect to the member states of the European Economic Area which have implemented the Prospectus Directive (Relevant Member States), other than France, no action has been or will be taken in order to permit a public offer of the securities which would require the publication of a prospectus in any Relevant Member States. In Relevant Member States, this press release and any offer if made subsequently are directed exclusively at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and acting for their own account within the meaning of the Prospectus Directive.

In the United Kingdom, this press release is not an invitation nor an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000, as amended. In the United Kingdom, this press release is directed only at qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (ii) persons referred to in Article 49(2) (a) to (d) of the Order (high net worth entities, nonregistered associations, etc.) (all persons listed in (i) and (ii) above being referred to as Relevant Persons). The securities of Elis described herein are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this document or any of its contents.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or exempt from registration. The shares of Elis have not been and are not being registered under the Securities Act and neither Eurazeo SE, Legendre Holding 27 SAS, ECIP Elis Sarl nor any of their shareholders or their affiliates intend to register any portion of the proposed offering in the United States or to conduct a public offering of securities in the United States.

Any investment decision to buy shares in Elis must be made solely on the basis of publicly available information regarding Elis. Such information is not the responsibility of Eurazeo SE, Legendre Holding 27 SAS, ECIP Elis Sarl, Rothschild or BNP Paribas SA and has not been independently verified by Eurazeo SE, Legendre Holding 27 SAS, ECIP Elis Sarl, Rothschild or BNP Paribas SA.

BNP Paribas SA is acting for Eurazeo SE, Legendre Holding 27 SAS and ECIP Elis Sarl and no one else in connection with the placing and will not be responsible to anyone other than Eurazeo SE, Legendre Holding 27 SAS and ECIP Elis Sarl for providing the protections afforded to clients of BNP Paribas SA nor for providing advice in connection with the placing.

This press release may not be published, forwarded or distributed in the United States, Canada, Australia or Japan.

About Eurazeo

With a diversified portfolio of approximately €6 billion in assets under management, of which €1 billion is from third parties, Eurazeo is one of the leading listed investment companies in Europe. Its purpose and mission is to identify, accelerate and enhance the transformation potential of the companies in which it invests. The Company covers most private equity segments through its five business divisions – Eurazeo Capital, Eurazeo Croissance, Eurazeo PME, Eurazeo Patrimoine and Eurazeo Brands. Its solid institutional and family shareholder base, robust financial structure free of structural debt, and flexible investment horizon enable Eurazeo to support its companies over the long term. Eurazeo is notably a shareholder in AccorHotels, Asmodee, CIFA, CPK, Desigual, Elis, Europcar, Fintrax, Grape Hospitality, Les Petits Chaperons Rouges, Moncler, Neovia, Novacap, Sommet Education, Trader Interactive, and also SMEs such as Péters Surgical and Flash Europe International, as well as start-ups such as Farfetch and Vestiaire Collective.

Eurazeo is listed on Euronext Paris.

ISIN: FR0000121121 - Bloomberg: RF FP - Reuters: EURA.PA

EURAZEO CONTACTS PRESS CONTACT

CAROLINE COHEN HEAD OF INVESTOR RELATIONS E-mail : ccohen@eurazeo.com Tel: +33 (0)1 44 15 16 76

SANDRA CADIOU COMMUNICATION DIRECTOR E-mail: scadiou@eurazeo.com Tel: +33 (0)1 44 15 80 26

HAVAS PARIS MARIE-GABRIELLE SORIN E-mail: mariegabrielle.sorin@havas.com Tel: +33 (0)1 58 47 90 92

For more information, please visit the Group's web site: www.eurazeo.com Follow us on Twitter, Linkedin, and YouTube