securities note euronext paris - disneyland...

Société en commandite par actions with a share capital of €38,976,490

Registered office: 1, rue de la Galmy, 77700 Chessy (Seine-et-Marne), France

334 173 887 R.C.S. Meaux

SECURITIES NOTE

Made available to the public in connection with:

– the issuance and admission to trading on the regulated market of Euronext Paris (“Euronext Paris”)

of new ordinary shares, to be subscribed for in cash, within the framework of a capital increase with

shareholders’ preferential subscription right maintained, in a gross amount of €350,788,410, through

the issuance of 350,788,410 new ordinary shares at a price of €1.00 per share, at a ratio of 9 new

ordinary shares for 1 existing share;

– the issuance and admission to trading on the regulated market of Euronext Paris of new ordinary

shares, to be subscribed for by way of set-off against receivables, within the framework of a capital

increase without shareholders’ preferential subscription right, reserved for the benefit of Euro Disney

Investments S.A.S., in a gross amount, including the issue premium, of €246,000,000, through the

issuance of 196,800,000 new ordinary shares at a price of €1.25 per share;

– the issuance and admission to trading on the regulated market of Euronext Paris of new ordinary

shares, to be subscribed for by way of set-off against receivables, within the framework of a capital

increase without shareholders’ preferential subscription right, reserved for the benefit of EDL

Corporation S.A.S. in a gross amount, including the issue premium, of €246,000,000, through the

issuance of 196,800,000 new ordinary shares at a price of €1.25 per share; and

– the allocation, free of charge, to the shareholders (other than EDL Holding Company LLC, Euro

Disney Investments S.A.S. and EDL Corporation S.A.S.), subject to certain conditions, of rights

enabling them to acquire a portion of the shares issued within the framework of the two capital

increases reserved to Euro Disney Investments S.A.S. and EDL Corporation S.A.S. referred to in the

two paragraphs above, at a price of €1.25 per share and pro rata to their ownership in the share capital

of Euro Disney S.C.A. on certain dates, such allocation allowing to acquire these Euro Disney S.C.A.

shares within the framework of an offer to the public.

Subscription period of the capital increase with shareholders’ preferential subscription right maintained from

January 19, 2015 to February 6, 2015 inclusive.

Approval (visa) of the Autorité des marchés financiers

The Autorité des marchés financiers approved this prospectus on January 14, 2015 under visa number 15-021

pursuant to Articles L. 412-1 and L. 621-8 of the French Monetary and Financial Code (Code monétaire et

financier) and to Articles 211-1 to 216-1 and Article 212-4, 6° of the Autorité des marchés financiers general

regulation.

The prospectus has been prepared by the issuer and its signatories are liable for its content. In accordance with

the provisions of Article L. 621-8-1-I of the French Monetary and Financial Code, the Autorité des marchés

financiers approved the prospectus by granting its visa after having checked itself that the document is

complete and comprehensible, and that the information contained therein is consistent. It neither implies an

approval regarding the merits of the transaction, nor a validation of the accounting and financial documents

presented herein.

The prospectus (the “Prospectus”) is comprised of:

the reference document (document de référence) of Euro Disney S.C.A. filed with the Autorité des

marchés financiers (the “AMF”) on December 17, 2014 under filing number D.14-1132 (the

“Reference Document”);

this securities note (the “Securities Note”); and

the summary of the Prospectus (included in the Securities Note).

Copies of the Prospectus are available free of charge at Euro Disney S.C.A.'s registered office, 1 rue de la

Galmy, 77700 Chessy, France, on Euro Disney S.C.A.'s website (http://corporate.disneylandparis.com), as well

as on the AMF's website (www.amf-france.org).

http://www.amf-france.org/

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INTRODUCTION

In this Securities Note, unless otherwise indicated, the term “Company” means Euro Disney

S.C.A., a French société en commandite par actions with its registered office at 1, rue de la

Galmy, 77700 Chessy, registered with the Meaux Trade and Companies Register under the

number 334 173 887. The “Group” means the Company and all its consolidated subsidiaries.

The Prospectus contains forward-looking information about the Company and the Group, which

may be identified by the use of the future or conditional tense and by words such as "think",

"target", "expect", "intend", "should", "aim to", "envisage", "consider", "believe", "wish",

"could", etc. Such information is based on data, assumptions and estimates, which are

themselves based on the Company's analysis of the various factors that may impact its business

activity, now and in the future. It may change or be revised due to uncertainties related among

other things to contingencies inherent in all business activities and in the economic, financial,

competitive and regulatory environment. In addition, the materialization of some of the risks

described in section B.2 “Group and Parent Company Management Report”, sub-section

“Insurance and Risk Factors” of the Reference Document could have a significant adverse

impact on the Company's operations and its ability to achieve its objectives. The Company gives

no undertaking or assurance as to the achievement of the objectives set out in this Prospectus.

Investors are invited to consider carefully all of the risk factors described in section B.2 “Group

and Parent Company Management Report”, sub-section “Insurance and Risk Factors” of the

Reference Document as well as those described in section 2 of this Securities Note, before

taking an investment decision. The materialization of all or some of these risks could have a

significant adverse impact on the operations, position and financial results of the Company and

the Group or on their objectives or on the Company's share price. Furthermore, other risks that

have not yet been identified by the Company may also have an adverse effect.

Lastly, the Company draws the attention of the public to the other transactions in the context of

which the Company's capital increases and the grant of rights to acquire shares of the Company,

which are subject of this Securities Note, should be considered. These other transactions are

described in section B.2 “Group and Parent Company Management Report”, section “Update on

Recent and Upcoming Events”, sub-section “Recapitalization plan” of the Reference Document

and should be executed or become effective, as the case may be, after completion of the

Company's capital increases, in particular the mandatory tender offer for all of the Company’s

shares not already owned by subsidiaries of The Walt Disney Company.

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TABLE OF CONTENTS

1. PERSON RESPONSIBLE ........................................................................................... 24

1.1 Person responsible for the Prospectus ............................................................................. 24 1.2 Statement by the person responsible for the Prospectus ................................................. 24 1.3 Person responsible for investor relations ........................................................................ 25 1.4 Persons responsible for the audit of financial statements ............................................... 25

2. RISK FACTORS ........................................................................................................... 26

2.1 Risks relating to the Group ............................................................................................. 26 2.2 Risks relating to the new shares ...................................................................................... 26

3. KEY INFORMATION ................................................................................................. 30

3.1 Net working capital statement......................................................................................... 30 3.2 Interest of individuals and legal entities participating in the transactions ...................... 31 3.3 Purpose of the Company's Capital Increases and use of proceeds .................................. 32

4. INFORMATION ON THE SECURITIES TO BE OFFERED AND LISTED

FOR TRADING ON THE EURONEXT PARIS REGULATED MARKET .......... 33

4.1 Type, class and dividend rights of securities offered and listed for trading .................... 33 4.2 Applicable law and competent courts ............................................................................. 33 4.3 Form and mode of registration of shares ........................................................................ 33 4.4 Issue currency ................................................................................................................. 34 4.5 Rights attached to the new shares ................................................................................... 34

4.5.1 Dividend rights – Right to share in the issuer's profits .............................. 34 4.5.2 Voting rights ............................................................................................... 34 4.5.3 Legal and statutory disclosure thresholds .................................................. 35 4.5.4 Preferential right to subscribe to shares of the same class ........................ 35 4.5.5 Right to any surplus upon winding-up ........................................................ 36 4.5.6 Repurchase – Conversion clauses .............................................................. 36 4.5.7 Identification of securities holders ............................................................. 37

4.6 Authorizations ................................................................................................................. 37 4.6.1 Grant of authority by the shareholders’ general meeting .......................... 37 4.6.2 Decision of the Gérant ................................................................................ 40

4.7 Scheduled issue date for the new shares ......................................................................... 40 4.8 Restrictions on the transferability of the shares .............................................................. 40 4.9 French regulations on public offers ................................................................................ 40

4.9.1 Mandatory tender offers ............................................................................. 40 4.9.2 Buyout offers and squeeze-outs .................................................................. 40

4.10 Tender offers initiated by third parties in respect of the issuer's share capital during

the prior and current fiscal year ...................................................................................... 41 4.11 Withholding taxes and other taxes on dividends ............................................................ 41

4.11.1 French tax resident shareholders ............................................................... 41 4.11.2 Shareholders whose fiscal place of residence is outside France ................ 43

5. TERMS OF THE OFFER ............................................................................................ 45

5.1 Capital Increases ............................................................................................................. 45 5.1.1 Terms, statistics of the offer, provisional timetable and application

procedure .................................................................................................... 45 5.1.2 Securities distribution and allocation plan................................................. 50 5.1.3 Subscription price ....................................................................................... 54 5.1.4 Placement ................................................................................................... 54

5.2 Right to acquire Company’s shares (“RAS”) ................................................................. 55 5.2.1 Presentation of the RAS .............................................................................. 55

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5.2.2 Characteristics of the Shares Sold .............................................................. 55 5.2.3 Determination of the status of Eligible Shareholder .................................. 55 5.2.4 Number of Shares Sold that can be acquired by the Eligible

Shareholders ............................................................................................... 55 5.2.5 Acquisition price of the shares pursuant to the RAS .................................. 56 5.2.6 Allocation of the RAS .................................................................................. 56 5.2.7 Exercise period for the RAS ........................................................................ 56 5.2.8 Centralization of the RAS exercise requests ............................................... 56 5.2.9 Process and exercise procedures of the RAS .............................................. 57 5.2.10 No listing of the RAS ................................................................................... 57 5.2.11 Non-negotiable and non-transferable characteristics of the RAS .............. 57 5.2.12 Lapse of unexercised RAS ........................................................................... 57 5.2.13 Indicative timetable for the RAS ................................................................. 58 5.2.14 Selling restrictions applicable to the allocation of the RAS ....................... 58

6. ADMISSION TO TRADING AND TERMS OF TRADING .................................... 61

6.1 Admission to trading ....................................................................................................... 61 6.2 Listing market ................................................................................................................. 61 6.3 Simultaneous offers of the Company's shares................................................................. 61 6.4 Liquidity agreement ........................................................................................................ 61 6.5 Stabilization - Interventions on the market ..................................................................... 61

7. HOLDERS OF SECURITIES WISHING TO SELL ................................................ 62

8. EXPENSES RELATING TO THE ISSUANCE ........................................................ 63

9. DILUTION .................................................................................................................... 64

9.1 Impact of the Company's Capital Increases on the proportion of equity held ................ 64 9.2 Impact of the Company's Capital Increases on the shareholder's position ...................... 64

10. ADDITIONAL INFORMATION ................................................................................ 65

10.1 Advisers having an interest in the offering ..................................................................... 65 10.2 Expert's report ................................................................................................................. 65 10.3 Information included in the Prospectus obtained from a third party............................... 65

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SUMMARY OF THE PROSPECTUS

AMF's visa no. 15-021 dated January 14, 2015

The summary comprises several key information points, defined as “Elements”, which are

classified in five sections from A to E and numbered from A.1 to E.7.

This summary comprises all the Elements that must appear in a prospectus summary relating to

this category of securities and this type of issuer. Not all of the Elements must be provided,

therefore the numbering is not continuous.

For some Elements, it is possible that no relevant information can be given with respect to the

category of securities or the type of issuer concerned. In this case, a summary description of the

relevant Element is presented in the summary with the mention “not applicable”.

Section A – Introduction and warnings

A.1 Warning to the

reader

This summary should be read as an introduction to the Prospectus.

Any decision to invest in the securities being offered to the public or whose

admission to trading on a regulated market is being applied for should be

based on an exhaustive examination of this Prospectus by the investor.

Where a claim relating to information contained in this Prospectus is brought

before a court, the investor as plaintiff may, under the national legislation of

the Member States of the European Union or of the European Economic Area,

be required to bear the costs of translating the Prospectus before the legal

proceedings are initiated.

No civil liability will attach to the person responsible for this Summary,

including any translation thereof, unless it is misleading, inaccurate,

inconsistent or does not provide, when read together with the other parts of

this Prospectus, the key information helping investors when considering an

investment in the relevant securities.

A.2 Consent of the

Issuer

Not applicable.

Section B – Issuer and Underwriters

B.1 Legal and

commercial

name of the

Issuer

Euro Disney S.C.A. (“Euro Disney S.C.A.” or the “Company” and, with all

its consolidated subsidiaries, the “Group”).

B.2 Registered

office / Legal

form /

Legislation /

Country of

incorporation

Registered office: 1, rue de la Galmy, 77700 Chessy (Seine-et-Marne)

Legal form: a French société en commandite par actions

Legislation: French law

Country of incorporation: France

B.3 Nature of the

Issuers’

operations and

principal

activities

The Group operates the Disneyland Paris site and its surrounding areas since

April 12, 1992. The Group’s business segments are the following:

the tourism activity segment, which comprises the activities of two

theme parks, seven themed hotels with a total capacity of approximately

5,800 rooms, two convention centers, the Disney Village entertainment

center, mainly comprised of shopping and restaurant facilities, and the

Disneyland golf, as well as all the services provided to the guests

visiting Disneyland Paris; and

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the real estate development operating segment, which relates to the

development of a 2,230-hectare site, half of which remains to be

developed, including the activities with respect to the design, planning

and building of new facilities for the tourism activity segment, the

monitoring of improvements to the existing infrastructure, as well as

other retail, commercial and residential real estate projects, whether

financed internally or through third-party partners.

B.4a Main recent

trends affecting

the Issuer and

the industries

in which it

operates

Annual results for the fiscal year ended on September 30, 2014

The Group’s global revenues for the fiscal year ended on September 30, 2014

decreased by 2% compared to prior fiscal year, amounting to €1,279.7 million.

Theme parks revenues decreased by 2%, amounting to €721.7 million, as

compared to €737.6 million for the prior fiscal year, due to a 5% decrease in

theme parks attendance to 14.2 million and a decline in the special events

activities, partly offset by a 5% increase in average spending per guest to

€50.66. Hotels and Disney Village revenues decreased by 4%, to

€490.4 million, as compared to €510.2 million for the prior fiscal year, due to

a decrease by 3.9 points in hotel occupancy to 75.4% and a 1% decrease in

average spending per room to €232.26. Real estate development activities

revenues increased by €8.1 million, to €28.5 million, as compared to

€20.4 million in the prior fiscal year.

The Group’s direct operating costs increased by less than 1% to

€1,345.1 million, as compared to €1,336.9 million for the prior fiscal year.

The net financial charges decreased by €0.6 million to €(50.1) million.

The Group’s operating margin is a loss increased by €37.9 million and

amounts to €(65.4) million, as compared to €(27.5) million for the prior fiscal

year.

The Group’s net loss was €(113.6) million, as compared to a net loss of

€(78.2) million for fiscal year 2013. The net loss attributable to the Group was

€(93.4) million and the net loss attributable to the minority shareholders was

€(20.2) million.

The Group’s borrowings amount to €1,747.7 million.

Outlooks for 2015 and main trends affecting the industries in which the

Company operates

The Group’s strategy aims to improve revenues and profitability thanks to a

balanced increase in both volumes in the theme parks and the hotels and in the

average spending per guest. In order to meet this objective, the Group focuses

its efforts on investing in the quality of the guest experience and on

strengthening its fundamentals in anticipation of a more stable economic

environment. During the past years, the Group has carried out significant

investments so as to improve its existing assets, to develop attractive content

and new immersive experiences. This investment strategy will be permitted by

the €1 billion recapitalization proposal to improve the Group’s financial

position. This investment strategy will be pursued in particular in view of the

25th

anniversary of Disneyland®

Paris in 2017 which will be a major event.

Recapitalization and debt reduction proposal

The update of the 2012 business plan in the summer of 2014, which was

primarily adjusted to reflect the deterioration in the Group’s performance over

the two preceding years and the resulting lower expected starting point in

fiscal year 2014, led the Company to a more conservative view of the fiscal

2015-2023 period, forecasting a decrease of average annual attendance by

approximately 2.6 million guests; a decrease of cumulative revenues over the

period by approximately 14% together with a corresponding decrease of

cumulative EBITDA over the period by approximately 45%; and a maximum

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cumulative net loss of approximately 300 million euros, reflecting among

other things negative net results being forecast until September 2018. In light

of the Group’s long term strategy of maintaining an investment program of

approximately 1.4 billion euros over the period, the updated business plan was

predicting a negative cash position starting in fiscal year 2016, and a cash low

point of approximately 700 million euros during the fiscal 2019 – 2020 period.

This led the Group to the conclusion that its financial structure was not

compatible with its investment program and that it was necessary to

implement a recapitalization and a significant reduction of the Group's

indebtedness, in order notably to improve its financial position – in particular

its cash position and its liquidity – and to have the necessary resources to

enable the Group to continue investing in Disneyland Paris.

On October 6, 2014, the Company announced a comprehensive

recapitalization and debt reduction proposal backed by The Walt Disney

Company (“Disney”), to improve the Group's financial position and to enable

it to continue investing in Disneyland Paris (the “Proposal”). The Company's

Supervisory Board expressed its unanimous support for the Proposal on

October 5, 2014.

This recapitalization and debt reduction plan amounts to approximately

€1 billion and includes:

a cash infusion of approximately €423 million, made or guaranteed by

Disney through capital increases of the Company and of its principal

operating subsidiary;

the conversion of €600 million of the debt owed to Disney into equity of

the Company and of its principal operating subsidiary;

the deferral of all intermediary amortization payments of term loans

granted by Disney until revised maturity in 2024 (currently 2028); and

the consolidation of the existing lines of credit granted by Disney

maturing in 2014 (which has already been extended by Disney to 2015),

2017 and 2018 into a single €350 million revolving credit facility

maturing in 2023.

In accordance with applicable regulations, and as a result of the Company's

Capital Increases (as defined below), Disney will be required to initiate a

tender offer on the Company's shares (the “Mandatory Tender Offer”).

The Proposal, if implemented (and based on the non-audited accounts as of

December 31, 2014), would:

improve the cash position of the Group by approximately €150 million;

reduce the Group's indebtedness, currently exclusively owed to Disney,

from €1,848 million as of December 31, 2014 to €998 million; and

improve the Group's liquidity through interest savings on debt converted

into equity and deferral of amortization of the remaining term loans until

final repayment in 2024.

Implementation of the transactions contemplated within the framework of the

Proposal was subject, in particular, to the delivery by the independent expert

appointed by the Company’s Supervisory Board in connection with the

Mandatory Tender Offer, before the end of November 2014, of a comfort

letter confirming the fairness, as of the date of this letter, of €1.25 as the price

per share set for the Mandatory Tender Offer (the “Offer Price”). On

November 27, 2014, the independent expert delivered the comfort letter to the

Company, with a copy to Disney, such letter being prepared using the same

methodology as the one he will use to issue the fairness opinion to be

delivered in connection with the Mandatory Tender Offer, and which took into

8

account the global background of the transactions contemplated by the

Proposal. This letter confirmed the fairness of the Offer Price as of the date of

issuance of such letter.

The prior workers’ council information and consultation process on the

transactions contemplated by the Proposal was completed on December 5,

2014, the workers’ council having issued an unfavorable opinion.

All agreements necessary to the implementation of the transactions

contemplated by the Proposal were executed on December 12, 2014, it being

specified that, for the agreements that are subject to such a process, they were

authorized as related-party agreements by the Company’s Supervisory Board

or by the Supervisory Board of Euro Disney Associés S.C.A., as the case may

be.

Implementation of the transactions contemplated within the framework of the

Proposal was also subject to the passing by the Company's shareholders’

general meeting of all the resolutions enabling the implementation of these

transactions, including the 11th

and 12th

resolutions by the passing of which

the Company’s shareholders' combined general meeting of January 13, 2015,

respectively:

(i) approved the assignment to the Company of receivables held by

Disney's indirect subsidiaries against Euro Disney Associés S.C.A., in

an amount of €492 million, broken down as follows:

– assignment to the Company of a receivable amounting to

€246 million, assigned at face value, held by Euro Disney

Investments S.A.S. (“EDI S.A.S.”) against Euro Disney Associés

S.C.A.; and

– assignment to the Company of a receivable amounting to

€246 million, assigned at face value, held by EDL Corporation

S.A.S. (“EDLC S.A.S.”) against Euro Disney Associés S.C.A.;

(ii) delegated its authority to the Gérant to arrange the issuance of new

ordinary shares of the Company, to be subscribed for in cash, within

the framework of a capital increase with shareholders’ preferential

subscription right maintained, in a gross amount of €350,788,410,

through the issuance of 350,788,410 new ordinary shares at a price of

€1.00 per share (the “Subscription Price”), at a ratio of 9 new

ordinary shares for 1 existing share (the “Rights Offering”); and

(iii) delegated its authority to the Gérant to arrange the issuance of new

ordinary shares of the Company, without shareholders’ preferential

subscription right, for the benefit of two companies indirectly

controlled by Disney, in the context of the following reserved capital

increases:

– a capital increase reserved to EDI S.A.S., to be subscribed for by

way of set-off against receivables, in a gross amount, including

the issue premium, of €246,000,000 (par value of €196.8 million

and issue premium of €49.2 million), implemented through the

issuance of 196,800,000 new ordinary shares at a price per share

of €1.25 (the “Conversion Price”) (the “EDI S.A.S. Reserved

Capital Increase”); and

– a capital increase reserved to EDLC S.A.S., to be subscribed for

by way of set-off against receivables, in a gross amount,

including the issue premium, of €246,000,000 (par value of

€196.8 million and issue premium of €49.2 million),

implemented through the issuance of 196,800,000 new ordinary

shares at a price per share equal to the Conversion Price (the

9

“EDLC S.A.S. Reserved Capital Increase”);

(the “Reserved Capital Increases” and, together with the Rights

Offering, the “Company's Capital Increases”.

Immediately after completion of the Company's Capital Increases described

above, BNP Paribas, as presenting bank, will file a Mandatory Tender Offer

with the AMF, on behalf of EDL Holding Company LLC, EDI S.A.S. and

EDLC S.A.S., on all the Company’s shares not yet owned by these indirect

subsidiaries of Disney. The Company’s shareholders will therefore have the

possibility to tender all or part of their Company’s shares to the Mandatory

Tender Offer. The Offer Price will be equal to the highest price paid by these

subsidiaries in the context of the Company's Capital Increases, i.e., €1.25 per

share (corresponding to the Conversion Price).

Following completion of the Mandatory Tender Offer, EDI S.A.S. and EDLC

S.A.S. will offer to each shareholder of the Company (other than EDL

Holding Company LLC, EDI S.A.S. and EDLC S.A.S.) who owns at least one

share of the Company at each of the three following dates:

(i) on the last trading day preceding the opening of the subscription

period of the Rights Offering (the “First Eligibility Date”);

(ii) on the date of settlement and delivery of the Rights Offering; and

(iii) the trading day immediately following the date of publication of the

final results of the Mandatory Tender Offer by the AMF (the

“Mandatory Tender Offer Completion Date”),

the right to acquire, pro rata to its ownership in the Company’s share capital

(a) on the date of settlement and delivery of the Rights Offering or (b) the

Mandatory Tender Offer Completion Date, whichever is lower, part of the

Company’s shares issued to EDI S.A.S. and EDLC S.A.S. within the

framework of the Reserved Capital Increases, and at a price per share equal to

the Conversion Price. The rights to acquire Company’s shares (the “RAS”)

will only be allocated to Company’s shareholders who own at least one

Company’s share at each of the three following dates: (i) on the First

Eligibility Date, (ii) on the date of settlement and delivery of the Rights

Offering and (iii) on the Mandatory Tender Offer Completion Date (see

section E.3 (c) below). As provided in this section, these rights will be non-

negotiable, non-assignable and non-transferable.

The purpose of this Securities Note is the issuance and admission to trading on

Euronext Paris of the shares issued within the framework of the Rights

Offering and of the Reserved Capital Increases, as well as the allocation of the

RAS.

B.5 Group to which

the Issuer

belongs

The Company is the parent company of the Group. 19 companies are included

within the scope of consolidation as of September 30, 2014 (using the full

consolidation method or the equity method, as the case may be), all of which

are subject to French law and registered in France.

The Group has several contractual relationships with Disney and its

subsidiaries. The most significant relationships relate to the license royalties

for the use of Disney intellectual property rights, management compensation

and the compensation related to the technical and administrative services

provided by Disney and its subsidiaries. In addition, Disney is the Group’s

lender under the borrowings and two standby revolving credit facilities.

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B.6 Main

shareholders

As of December 31, 2014, to the best of the Company's knowledge, the main

shareholders of the Company were:

EDL Holding Company LLC (39.8% of the share capital and voting

rights);

Kingdom 5-KR-134, Ltd.(1)

(10.0% of the share capital and voting rights);

Invesco Ltd (6.02% of the share capital and voting rights); and

Ledbury Capital Master Fund Ltd (2.08% of the share capital and voting

rights).

(1) Company belonging to the Kingdom Holding Company Group, through which HRH Prince Alwaleed's interests in the Company are held.

B.7 Selected

historical key

financial

information

Consolidated income statements and consolidated statements of the

financial position (simplified)

Years ended September 30,

(in € million unless otherwise stated)

2014

(audited)

2013

(audited)

2012

(audited)

Income statement data

Revenues 1,279.7 1,309.4 1,324.3

EBITDA 113.8 144.3 177.2

Operating income (65.4) (27.5) 3.4

Net financial expenses (50.1) (50.7) (103.7)

Net income of consolidated companies (113.6) (78.2) (100.2)

Net income:

- Attributable to equity owners of

the parent

- Attributable to non-controlling

interests

(93.4)

(20.2)

(64.4)

(13.8)

(85.6)

(14.6)

Net earnings per share (in €) (2.41) (1.66) (2.20)

Years ended September 30,

(in € million)

2014

(audited)

2013

(audited)

2012

(audited)

Statement of financial position data

Total assets, of which:

- Non-current assets

- Current assets

2,160.2

1,907.8

252.4

2,154.9

1,903.1

251.8

2,235.9

1,941.3

294.6

Total equity, of which:

- Total equity attributable to equity owners of the parent

- Non-controlling interests

(198.4)

(167.1)

(31.3)

(79.7)

(69.5)

(10.2)

(6.1)

(8.8)

2.7

Total liabilities, of which:

- Non-current liabilities, of which:

Borrowings

- Current liabilities, of which:

Borrowings

2,358.6

1,813.6

1,716.3

545.0

31.4

2,234.6

1,779.4

1,697.7

455.2

11.7

2,242.0

1,789.0

1,709.3

453.0

1.7

Total equity and liabilities 2,160.2 2,154.9 2,235.9

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Years ended September 30, (in € million)

2014

(audited)

2013

(audited)

2012

(audited)

Cash flow data

Net income of consolidated companies (113.6) (78.2) (100.2)

Net cash provided (used) by operating

activities 78.2 96.0 144.0

Net cash provided (used) by investing activities

(144.9) (127.1) (153.3)

Net cash provided (used) by financing

activities 38.0 (5.2) (242.5)

Net increase (decrease) in cash and cash equivalents

(28.7) (36.3) (251.8)

Cash and cash equivalents at beginning

of period 78.0 114.3 366.1

Cash and cash equivalents at end of period

49.3 78.0 114.3

The net debt to EBITDA ratio stands at 15x at September 30, 2014, compared

to 11x at September 30, 2013.

B.8 Selected pro

forma key

financial

information

Not applicable.

B.9 Profit forecasts

or estimates

Not applicable.

B.10 Qualifications

on the

historical

financial

information

Not applicable.

B.11 Net working

capital

The Company certifies that, in its opinion, before implementation of the

Company's Capital Increases, the Group’s net working capital is sufficient to

meet its obligations over the next 12 months from the Prospectus visa date. It

is specified that the amount of the investments depending on the

implementation of the Proposal is not taken into account for the needs of this

statement.

Section C – Securities

C.1 Type, class and

identification

number of the

securities

Ordinary shares of the same class as the Company's existing shares.

ISIN Code FR0010540740.

C.2 Currency of

issuance

Euro.

C.3 Number of

shares issued/

Par value of the

shares

(a) Rights Offering

350,788,410 ordinary shares of a nominal value of €1.00 each, to be fully paid

in cash upon subscription.

12

The detailed terms and conditions of the Rights Offering are described in

section E.3 (a) below.

(b) Reserved Capital Increases

– 196,800,000 ordinary shares of a nominal value of €1.00 each to be

fully paid by way of set-off against receivables upon subscription by

EDI S.A.S.; and

– 196,800,000 ordinary shares of a nominal value of €1.00 each to be

fully paid by way of set-off against receivables upon subscription by

EDLC S.A.S.;

i.e., a total of 393,600,000 ordinary shares of a nominal value of

€1.00 each.

The detailed terms and conditions of the Reserved Capital Increases are

described in section E.3 (b) below.

C.4 Rights attached

to the shares

In accordance with current provisions of French law and of the Company's

bylaws, the main rights attached to the new shares issued within the

framework of the Company’s Capital Increases are as follows:

dividend right;

voting right;

preferential subscription right for securities of the same class;

right to a share of any liquidation surplus.

In accordance with the provisions of French law No. 2014-384 dated

March 29, 2014, double voting rights are conferred on all fully paid shares

that have been registered in the name of the same shareholder for at least two

years starting on April 2, 2014 (Article L. 225-123 of the French Commercial

Code).

C.5 Restrictions on

the

transferability

of securities

No provision of the bylaws restricts the transferability of the shares

comprising the Company's share capital.

C.6 Application for

admission to

trading

On Euronext Paris, as of their issuance which is scheduled on February 20,

2015, on the same trading line as the Company's existing shares (ISIN Code

FR0010540740).

C.7 Dividend policy No dividends were distributed or paid in respect of fiscal years 1993 through

2014. Payment of dividends or of any other distributions will depend on the

Group's financial results and its investment policy.

Section D – Risks

D.1 Main risks

specific to the

Issuer or its

business

activities

Investors are invited to consider the key risk factors specific to the Group and

its activities, which are described below:

the Group's high level of borrowings requires the Group to devote a

significant portion of its operating cash flow to service debt;

the Group has regularly incurred losses and can have no certainty as to its

capacity to generate profits in the near future;

potential conflicts of interest could arise as a result of the financing

relationships between Disney and the Company in particular, as well as

the agreements between Disney and the Group whereby several

subsidiaries of Disney receive compensation from the Group for various

13

services;

attendance and spending per guest can be impacted by several factors

such as seasonality or economic, climatic and geopolitical conditions;

the theme park resort business is competitive, which could limit the

Group's ability to increase prices or to attract guests;

the Group makes significant capital expenditures which may have no

positive impact on the attendance of its theme parks;

the Group benefits from important media exposure, which may affect its

public or corporate image;

adverse market conditions may affect the Group's real estate development

segment;

the Group is exposed to foreign currency and interest rate risk;

the Group is exposed to risks related to its shareholdings in joint ventures;

the Group is exposed to risks related to legal proceedings; and

the Group is exposed to environmental, industrial and global health risks

which could cause business disruption.

D.3 Principal risks

relating to the

new shares

The main risk factors relating to the new shares issued within the framework

of the Company's Capital Increases are described below:

the market of the preferential subscription rights may only offer a limited

liquidity and may be subject to a high level of volatility. The market price

for the preferential subscription rights may fall below the theoretical

value of such rights;

shareholders who will not exercise their preferential subscription rights in

the context of the Rights Offering will experience dilution of their

ownership in the Company's share capital. Furthermore, shareholders who

will not exercise their RAS will experience even greater dilution due to

the Reserved Capital Increases;

the market price of the Company's shares may fluctuate and, if applicable,

fall below the subscription price of the shares issued upon exercise of the

preferential subscription rights;

the volatility and liquidity of the Company's shares may fluctuate

significantly;

implementation of the Proposal may result in reduced liquidity in the

Company’s shares;

sales of Company's shares or of preferential subscription rights on the

market may occur, during the subscription period as regards the

preferential subscription rights, or during or after the subscription period

as regards the shares, which could have an adverse impact on the market

price of the Company's shares or the value of the preferential subscription

rights;

if the market price of the Company's shares falls during the subscription

period, the preferential subscription rights may lose all or part of their

value;

transfers of the Company's equity securities may be subject to the French

financial transaction tax or French transfer taxes, which would increase

the cost of trading for the Company's shares; and

the proposed European financial transaction tax may, if enacted and

implemented in national legislation, increase the cost of trading for the

Company's financial instruments.

14

Section E – Offer

E.1 Total proceeds

of the

Company's

Capital

Increases and

estimated total

expenses

relating to the

issuance

Gross proceeds from the Rights Offering (to be subscribed in cash):

€350,788,410.

Gross proceeds from the Reserved Capital Increases (to be subscribed by

way of set-off against receivables): €492,000,000.

Total gross proceeds from the Company's Capital Increases (to be

subscribed partly in cash and partly by way of set-off against

receivables): €842,788,410.

Estimate of expenses related to the Company's Capital Increases:

approximately €12 million.

Estimated total net proceeds from the Company's Capital Increases:


E.2a Reasons for the

Company's

Capital

Increases and

use of proceeds

The purpose of the Company's Capital Increases is to recapitalize the Group

and, through the implementation of all elements of the Proposal (see section

B.4a above), to enable the Group to improve its cash position, reduce its

indebtedness, increase its liquidity and continue investing in Disneyland Paris.

Following the completion of the Company’s Capital Increases, the Group will

indeed benefit from additional cash flows which will allow the Group to fund

its investment program aiming at improving the Disneyland Paris’ assets and

guest satisfaction.

Substantially all of the proceeds from the Rights Offering will be used by the

Company to subscribe to a capital increase implemented by its principal

operating subsidiary, Euro Disney Associés S.C.A. This €1 billion capital

increase will be carried out through an increase of the nominal value of the

shares, immediately following completion of the Company's Capital Increases,

and the existing shareholders will subscribe pro rata to their respective

ownership in the share capital of Euro Disney Associés S.C.A. The Company,

which holds 82% of the share capital of Euro Disney Associés S.C.A., will

subscribe for an aggregate amount of €820 million, of which €328 million will

be paid in cash using substantially all of the net proceeds from the Rights

Offering and €492 million will be paid by way of set-off against the €492

million Euro Disney Associés S.C.A. receivables previously acquired by the

Company from EDI S.A.S. and EDLC S.A.S. As previously announced, the

balance of such Euro Disney Associés S.C.A. capital increase, i.e. €180

million, will be subscribed in cash (€72 million) and through set off against

receivables (€108 million) by EDI S.A.S. and EDLC S.A.S., each of these

companies being a Disney affiliate.

Estimated

maximum net

proceeds from

the Company's

Capital

Increases

The total net proceeds from the Company's Capital Increases are estimated at


E.3 Terms and

conditions of

the transactions

(a) Rights Offering

Gross amount of the Rights Offering and number of new shares to be

issued

€350,788,410 through the issuance of 350,788,410 new ordinary shares.

15

Subscription price of the new shares

€1.00 per share (i.e., the nominal value of the share) to be paid fully in cash

upon subscription.

This Subscription Price of the new shares shows a discount of 71% to the

closing price of Euro Disney S.C.A. share on October 3, 2014, the last trading

day prior to announcement of the Proposal (€3.46) and 69% to the closing

price of Euro Disney S.C.A. share on January 13, 2015 (€3.22).

Furthermore, this Subscription Price of the new shares shows a discount of

20% to the value of the theoretical ex-right price (on the basis of the closing

price of Euro Disney S.C.A. share on October 3, 2014, the last trading day

prior to the announcement of the Proposal (€3.46), adjusted for the issuance of

the new shares within the framework of the Reserved Capital Increases, i.e.,

€1.25 (the “TERP on the Trading Day Prior to the Announcement of the

Proposal”)).

Vesting of the new shares

Current.

Preferential subscription rights

The new shares will be reserved for allotment on a preferential basis to:

holders of existing shares registered on their securities account at the end

of the accounting day on January 16, 2015, to whom preferential

subscription rights will be allotted; and

purchasers of preferential subscription rights.

Holders of preferential subscription rights will be entitled to subscribe, on a

non-reducible basis only, 9 new ordinary shares for 1 existing share held. 1

preferential subscription right will enable to subscribe for 9 new ordinary

shares at a price of €1.00 per share.

The preferential subscription rights will be detached on January 19, 2015 and

traded on Euronext Paris until the end of the subscription period, i.e., until

February 6, 2015 (inclusive), under ISIN code FR0012444743.

Theoretical value of the preferential subscription right

€2.00 (based on the closing price of Euro Disney S.C.A. shares on January 13,

2015, i.e., €3.22).

Subscription intentions of the Company's main shareholders or members

of its administrative, management or supervisory bodies

EDL Holding Company LLC, a wholly-owned subsidiary of Disney which

holds approximately 39.8% of the Company's existing shares (“EDL

Holding”), will exercise all of its preferential subscription rights in the

context of the Rights Offering.

Underwriting

The issuance of the new shares is not covered by an underwriting agreement

entered into with financial institutions.

However, EDL Holding has already undertaken a unilateral “backstop”

commitment vis-à-vis the Company, pursuant to which EDL Holding

undertook to subscribe, at the Subscription Price, for all of the shares to be

issued within the framework of the Rights Offering that have not been

subscribed at the end of the subscription period upon exercise, on a non-

reducible basis, of their preferential subscription rights (the “Unilateral

Backstop Undertaking”).

16

Countries in which the Rights Offering will be open to the public

In France. In addition, Euro Disney S.C.A. has requested that the AMF

provide a certificate of approval and a copy of this Prospectus to the

competent authority of the United Kingdom in order to conduct an offering to

the public of new shares or preferential subscription rights pursuant to the

Rights Offering in the United Kingdom from the date the Prospectus has been

passported in this country pursuant to Directive 2003/71/EC dated November

4, 2003 as amended by Directive 2010/73/EU (as so amended, the

“Prospectus Directive”) and as implemented in this country.

Restrictions applicable to the offer

The distribution of this Prospectus, the sale of the shares and of the

preferential subscription rights, and the subscription to new shares may be

subject to specific regulations in some countries, including the United States

of America.

Procedure for exercising the preferential subscription rights

In order to exercise their preferential subscription rights, holders should apply

for in that respect to their authorized financial intermediary at any time

between January 19, 2015 and February 6, 2015 inclusive, and pay the

corresponding subscription price. Unexercised preferential subscription rights

will lapse automatically at the end of the subscription period, i.e., on February

6, 2015 at closing of the trading session.

Example of a shareholder holding 10 Company’s shares as at the First

Eligibility Date

A shareholder who holds 10 Company’s shares as at the First Eligibility Date

will receive 10 preferential subscription rights on January 19, 2015, allowing

him to subscribe 90 new shares issued within the framework of the Rights

Offering, at a price of €1.00 per share and for a total amount of €90.00. In

case of exercise of all of his preferential subscription rights, the relevant

shareholder will hold 100 Company’s shares at the end of the Rights Offering.


Gross amount of the Reserved Capital Increases and number of new

shares to be issued

€492,000,000 (issue premium included), through the issuance of 393,600,000

new ordinary shares (i.e., an amount of €246,000,000, issue premium

included, through the issuance of 196,800,000 new ordinary shares for each

reserved capital increase).

Subscription price of the new shares

€1.25 per share (including €1.00 of nominal value and €0.25 of issue

premium) to be fully paid upon subscription by way of set-off against certain,

due and payable receivables.

This Conversion Price of the new shares, which is equal to TERP on the

Trading Day Prior to the Announcement of the Proposal, shows a discount of

64% to the closing price of Euro Disney S.C.A. share on October 3, 2014, the

last trading day prior to announcement of the Proposal (€3.46) and 61% to the

closing price of Euro Disney S.C.A. share on January 13, 2015 (€3.22).

Vesting of the new shares

Current.

Beneficiaries of the Reserved Capital Increases

EDI S.A.S. and EDLC S.A.S., both indirect subsidiaries of Disney.

17

Independent appraisal

In accordance with Article 261-2 of the AMF general regulation, the opinion

from an independent expert has been requested, the latter being responsible

for appraising the financial conditions of the Reserved Capital Increases, and,

in particular, the fairness of the Conversion Price at which the indirect

subsidiaries of Disney will subscribe. The consultancy firm Ledouble S.A.S.,

appointed in such capacity, delivered its report on December 24, 2014. This

report, which was made available to shareholders at the Company’s registered

office and on the Company’s website on December 26, 2014, i.e., more than

ten trading days before the shareholders’ general meeting held to approve, in

particular, the Reserved Capital Increases, is provided in Appendix A to this

Securities Note. The conclusions of the independent expert on the fairness of

the Conversion Price are summarized below:

“Upon completion of our valuation work on ED S.C.A. shares based on

the market information available to us on the date hereof, which does not

preclude future change, we believe that the €1.25 Conversion Price

underlying the Reserved Capital Increases for EDI S.A.S. and EDLC

S.A.S. is fair to current ED S.C.A. shareholders, under the Transaction; in

this regard, we have verified the fairness of shareholders treatment.

Our financial analysis of the Recapitalization plan as prepared and which

is indispensable, illustrates the fairness of the Transaction, measured not

only with respect to its pecuniary component, but also in respect of the

provided solution for business continuity.”

(c) Right to acquire Company’s shares

Determination of the status of Eligible Shareholder

Individuals or legal entities (other than EDL Holding, EDI S.A.S. and EDLC

S.A.S.) having the status of Company’s shareholder at each of the three

following dates (i) on the First Eligibility Date (i.e., on January 16, 2015), (ii)

on the date of settlement and delivery of the Rights Offering (i.e., on February

20, 2015) and (iii) on the Mandatory Tender Offer Completion Date (the

“Eligible Shareholders”), will be offered the opportunity to acquire a portion

of the shares subscribed by EDI S.A.S. and EDLC S.A.S. within the

framework of the Reserved Capital Increases (the “Shares Sold”) at a price

per share equal to the Conversion Price and in accordance with the terms

described below.

Number of Shares Sold that can be acquired by an Eligible Shareholder

The number of Shares Sold that can be acquired by an Eligible Shareholder

will be equal to a fraction calculated as indicated below (the “Pro Rata

Portion”).

The Pro Rata Portion will be equal to the lower of (i) the number of shares

held by such Eligible Shareholder on the date of settlement and delivery of the

Rights Offering, and (ii) the number of shares held by such Eligible

Shareholder on the Mandatory Tender Offer Completion Date, multiplied by a

ratio of 1.009840 which corresponds to the fraction whose numerator and

denominator have been determined as follows:

the numerator is equal to the number of new Company’s ordinary shares

issued to EDI S.A.S. and EDLC S.A.S. within the framework of the

Reserved Capital Increases, i.e., 393,600,000 shares; and

the denominator is equal to the total number of outstanding shares of the

Company after completion of the Rights Offering without taking into

account the new ordinary shares issued within the framework of the

Reserved Capital Increases.

18

The Pro Rata Portion of each Eligible Shareholder will be calculated by the

authorized financial intermediary in the books of whom the relevant Eligible

Shareholder holds its Company’s shares or, as the case may be, by Société

Générale Securities Services for shares held in fully registered form (forme

nominative pure).

The Pro Rata Portion will be a whole number of shares, rounded down, if

needed, to the share below.

Acquisition price of the shares pursuant to the RAS

Each of the Shares Sold offered for sale by EDI S.A.S. and EDLC S.A.S. to

the Eligible Shareholders may be acquired by the Eligible Shareholders at a

price per share equal to the Conversion Price per share paid by EDI S.A.S and

EDLC S.A.S. to subscribe to the Reserved Capital Increases, i.e., €1.25,

payable fully in cash.

Allocation of the RAS

RAS will be allocated to each Eligible Shareholder holding Company’s shares

on the Mandatory Tender Offer Completion Date.

The final number of RAS allocated to each Eligible Shareholder will be

calculated by its financial intermediary at the latest on the 5th

trading day

following the Mandatory Tender Offer Completion Date and will be

communicated by this authorized financial intermediary to the relevant

Eligible Shareholder in accordance with the terms determined by this

authorized financial intermediary.

The RAS are personal, non-negotiable, non-assignable and non-transferable

rights.

Period and exercise procedures of the RAS

The period during which the Eligible Shareholders will be allowed to exercise

their RAS in order to acquire the Shares Sold will last 30 calendar days from

the 6th

trading day (inclusive) following the Mandatory Tender Offer

Completion Date (the “Exercise Period”). The Company will publish, in the

name and on behalf of EDI S.A.S. and EDLC S.A.S., a press release which

will be posted on the Company's website no later than 2 business days after

the Mandatory Tender Offer Completion Date, in order to remind Eligible

Shareholders of their ability to exercise their RAS by addressing an exercise

notice to their financial intermediary.

Each RAS will allow to purchase one (1) Share Sold at a price per share of

€1.25 during the Exercise Period.

No listing of the RAS

The RAS are not financial instruments and no application will be made for

their admission to trading on a regulated market in France or elsewhere

abroad.

Lapse of unexercised RAS

The RAS that have not been exercised at the close of the Exercise Period will

lapse automatically without indemnity.

Example of a shareholder holding 10 Company’s shares as at the First

Eligibility Date and having exercised all of its preferential subscription

rights within the framework of the Rights Offering

A shareholder who holds 10 Company’s shares as at the First Eligibility Date

and having exercised all of its preferential subscription rights within the

framework of the Rights Offering will hold 100 Company’s shares on the date

of settlement and delivery of the Rights Offering.

19

At the end of the Rights Offering, the relevant shareholder will have the

option to tender all of its shares to the Mandatory Tender Offer (i.e., 100

shares), and, if so, such shareholder will receive €125.00 (based on the Offer

Price included in the Proposal, i.e., €1.25 per share, it being specified that in

addition to the comfort letter issued by the consultancy firm Ledouble S.A.S.

on November 27, 2014, this price will be subject to a report prepared by this

consultancy firm, acting as independent expert, and that the Mandatory

Tender Offer will then have to be declared compliant by the AMF).

However, if this shareholder decides either to tender only part of its shares to

the Mandatory Tender Offer or to retain all of its shares, he will comply with

the definition of Eligible Shareholder entitled to receive RAS and to acquire

part of the shares issued within the framework of the Reserved Capital

Increases. Thus, if this shareholder tenders 20 shares to the Mandatory Tender

Offer, he will hold 80 Company’s shares on the Mandatory Tender Offer

Completion Date. The Pro Rata Portion of this shareholder will be equal to 80

shares(1)

, multiplied by a ratio of 1.009840. In the context of the exercise of

the RAS, the relevant shareholder will therefore have the right to acquire up to

80 Company’s shares (number of shares rounded down to the share below) at

the price of €1.25 per share, i.e., for a global price of €100.00.

(1) 80 shares corresponding to the lower of (i) the number of shares held by such Eligible

Shareholder on the date of settlement and delivery of the Rights Offering (i.e., 100 shares), and (ii) the number of shares held by such Eligible Shareholder on the Mandatory Tender Offer

Completion Date (i.e., 80 shares).

Indicative timetable for the Company's Capital Increases, the Mandatory

Tender Offer and the RAS

January 13, 2015 Combined general meeting of the Company's

shareholders which approved the Company's Capital

Increases.

January 14, 2015 Decision of the Gérant related to the Company's

Capital Increases.

AMF's approval (visa) of the Prospectus.

Publication of a press release by the Company

announcing the AMF's approval (visa) of the

Prospectus and describing the main characteristics of

the Company's Capital Increases and of the RAS, as

well as how the Prospectus will be made available.

January 15, 2015 Publication by Euronext Paris of the issuance notice.

Passporting of the Prospectus in the United Kingdom.

January 16, 2015 First Eligibility Date for the RAS (i.e., the earliest of

the three dates on which the condition relating to the

status of shareholder will have to be satisfied so as to

subsequently receive RAS).

Publication by the Company of its revenues for the

first quarter of fiscal year 2015, ending on December

31, 2014.

January 19, 2015 Opening of the subscription period of the Rights

Offering – Detachment and beginning of trading of

the preferential subscription rights on Euronext Paris.

20

February 6, 2015 Closing of the subscription period of the Rights

Offering – End of trading of the preferential

subscription rights.

Subscription of and payment for the new shares by

EDI S.A.S. and EDLC S.A.S. within the framework

of the Reserved Capital Increases.

February 16, 2015 Publication of a press release by the Company

announcing the results of the subscriptions to the

Company's Capital Increases.

February 17, 2015 Publication by Euronext Paris of the listing notice for

the new shares issued within the framework of the

Rights Offering and the Reserved Capital Increases.

February 20, 2015 Issuance of the new shares – Settlement and delivery

of the Company’s Capital Increases (i.e., the second

of the three dates on which the condition relating to

the status of shareholder will have to be satisfied so as

to subsequently receive RAS).

Admission to trading of the new shares on Euronext

Paris.

Filing with the AMF of (i) the tender offer prospectus

(note d’information) prepared by the bidder (the

“Offering Prospectus”) and (ii) the response

document (note d’information en réponse) by the

Company (the “Response Document”).

Publication by the AMF of the main terms of the

Mandatory Tender Offer.

March 16, 2015 Filing with the AMF of a supplement to the Offering

Prospectus (the “Other information” document)

relating in particular to the legal, financial and

accounting information.

AMF's approval (visa) of both the Offering

Prospectus and the Response Document.

Publication of a press release announcing the AMF's

approval (visa) of the Offering Prospectus and the

Response Document.

March 18, 2015 Beginning of the Mandatory Tender Offer.

April 8, 2015 End of the Mandatory Tender Offer.

Mid-April, 2015

(“D”)

Publication of the final results of the Mandatory

Tender Offer by the AMF.

D + 1 trading day Mandatory Tender Offer Completion Date (i.e., the

latest of the three dates on which the condition

relating to the status of shareholder will have to be

satisfied – the shareholder at these three cumulative

dates being thus qualified as Eligible Shareholder – so

as to subsequently receive RAS).

21

D + 2 business days Publication of a press release by the Company

reminding the Eligible Shareholders of the possibility

to exercise their RAS.

D + 5 trading days Date on which the Eligible Shareholders will benefit

from the RAS.

D + 6 trading days

(“T1”)

Opening of the Exercise Period of the RAS.

T1 + 30 calendar

days (“T2”)

Closing of the Exercise Period of the RAS.

T2 + 2 trading days Centralization of the transaction by Société Générale

Securities Services.

T2 + 4 trading days Settlement and delivery of the Shares Sold to the

Eligible Shareholders that exercised their RAS.

E.4 Interests likely

to have a

significant

influence on the

transactions

Pursuant to the Unilateral Backstop Undertaking, EDL Holding, a Disney

subsidiary that owns approximately 39.8% of the share capital and of the

voting rights of the Company, guarantees the full subscription to the Rights

Offering. EDL Holding's shareholding may therefore increase significantly as

a result of the implementation of the Unilateral Backstop Undertaking, and

shareholders who will not exercise their preferential subscription rights in the

context of the Rights Offering will experience significant dilution of their

ownership.

In addition, as a result of the Reserved Capital Increases, EDI S.A.S. and

EDLC S.A.S., Disney’s indirect wholly-owned subsidiaries, will subscribe a

significant number of new Company’s shares.

The shareholding of EDI S.A.S. and EDLC S.A.S. may however be

subsequently reduced in proportion to the exercise, if any, by the shareholders

of their RAS (which could only be exercised after the Mandatory Tender

Offer). However, shareholders who will not exercise their RAS will

experience significant dilution of their Company’s share ownership. Thus, the

RAS is an opportunity, for the Eligible Shareholders, to limit the dilution

caused by the Reserved Capital Increases through the opportunity offered to

them to acquire Company’s shares issued in the context of the Reserved

Capital Increases, in proportion to the shareholding they will have retained

and at the price paid by Disney’s subsidiaries. The consequence of such

mechanism on EDI S.A.S. and EDLC S.A.S. is the monetization of their

receivables proportionally to the exercised RAS and earlier than the current

maturity date of those receivables.

As a result, Disney's indirect interest in the share capital of the Company will

increase significantly due to the implementation of the Reserved Capital

Increases and, potentially, the Rights Offering, should the Unilateral Backstop

Undertaking be implemented (notwithstanding the opportunity offered to the

shareholders (other than EDL Holding, EDI S.A.S. and EDLC S.A.S.) to

subsequently reduce the dilution caused by the Reserved Capital Increases by

exercising the RAS). Consequently, in accordance with applicable regulations,

EDL Holding and the other Disney’s subsidiaries referred to above, acting in

concert, will file a Mandatory Tender Offer for all of the Company’s shares

they do not already own.

In the theoretical assumption that the subscriptions on a non-reducible basis

would not require the implementation of the Unilateral Backstop Agreement,

Disney would indirectly hold, following the Company’s Capital Increases,

22

70% of the share capital and voting rights of the Company. However, if the

Unilateral Backstop Agreement was to be implemented for all the Company’s

shares not already held by EDL Holding, EDL Holding would subscribe to the

entire Rights Offering and Disney would then indirectly hold, following the

Company’s Capital Increases, 97% of the share capital and voting rights of the

Company.

E.5 Person or entity

offering to sell

shares/ Lock-

up agreements

Person or entity offering to sell shares

The preferential subscription rights detached from the 215,000 treasury shares

held by the Company, i.e., 0.55% of the share capital as of the date of the

Prospectus, will be sold on the market before the end of the subscription

period of the Rights Offering under the conditions provided for in Article

L. 225-210 of the French Commercial Code.

Lock-up commitment by the Company

None.

E.6 Amount and

percentage of

dilution

Impact of the Company's Capital Increases on the proportion of equity

held

By way of illustration, the impact of the Company's Capital Increases on the

per-share value of consolidated shareholders' equity attributable to the Group

(calculated on the basis of consolidated shareholders' equity attributable to the

Group as of December 31, 2014 – as reflected in the non-audited consolidated

accounts as of December 31, 2014 –, and the number of shares comprising the

Company’s share capital as of December 31, 2014, after deduction of the

shares held directly by the Company in treasury) would be as follows:

Consolidated

shareholders' equity

per share (in €) (1)

Before issuance of the new shares resulting from the

Company's Capital Increases (4.37)

After issuance of 393,600,000 new shares resulting

from the Reserved Capital Increases 0.75


from the Rights Offering 0.47


from the Company's Capital Increases 0.86

(1) It should be noted, that as of the date of this Prospectus, there is no instrument or securities that might dilute the share capital of the Company.

Impact of the Company's Capital Increases on the shareholder's position

By way of illustration, the impact of the issuances on the equity interest of a

shareholder holding 10% of the Company's share capital prior to the

Company's Capital Increases (calculated based on the number of shares

comprising the share capital of the Company as of December 31, 2014) would

be as follows:

Shareholder's interest

(in %) (1)

Before issuance of the new shares resulting from the

Company's Capital Increases 10.0

23


from the Company's Capital Increases, the relevant

shareholder not being entitled to subscribe to the

Reserved Capital Increases and not subscribing to

the Rights Offering

0.5




Reserved Capital Increases and subscribing to the

Rights Offering

5.0




Reserved Capital Increases, subscribing to the

Rights Offering and exercising in full its Rights to

Acquire Company’s Shares (2)

10.0

(1) It should be noted that, as of the date of this Prospectus, there is no instrument or

securities that might dilute the share capital of the Company.

(2) In the case where the relevant shareholder would not have tendered a single share to

the Mandatory Tender Offer.

E.7 Estimated

expenses

charged to

investors by the

Issuer

Not applicable.

24

1. PERSON RESPONSIBLE

1.1 Person responsible for the Prospectus

Euro Disney S.A.S.

1, rue de la Galmy – 77700 Chessy

R.C.S. Meaux 341 908 945

Gérant of the Company (the “Gérant”), represented by Mr. Tom Wolber in his capacity as

Président.

1.2 Statement by the person responsible for the Prospectus

“I hereby certify that, having taken all reasonable care to ensure that such is the case, the

information contained in this Prospectus, to the best of my knowledge, conforms to the facts and

contains no omission likely to affect its import.

[INTENTIONALLY OMITTED]

The historical financial information provided in the Prospectus has been audited by the

statutory auditors.”

January 14, 2015

Euro Disney S.A.S.

Gérant, represented by Mr. Tom Wolber in his capacity as Président.

25

1.3 Person responsible for investor relations

Yoann Nguyen

Euro Disney S.C.A.

1, rue de la Galmy, 77700 Chessy (Seine-et-Marne)

Tel.: +33 (1) 64 74 58 55

Fax: + 33 (1) 64 74 56 36

Email: [email protected]

1.4 Persons responsible for the audit of financial statements

Statutory auditors

o Caderas Martin S.A.

Represented by Pierre-Olivier Cointe

43 rue de Liège

75008 Paris

o PricewaterhouseCoopers Audit

Represented by Bruno Tesnière

63, rue de Villiers

92208 Neuilly-sur-Seine Cedex

Substitute statutory auditors

o Mr Jean Lin Lefebvre

43 rue de Liège

75008 Paris

o Mr Yves Nicolas

63, rue de Villiers

92208 Neuilly-sur-Seine Cedex

mailto:[email protected]

26

2. RISK FACTORS

Before making any decision to invest, prospective investors should carefully review all of the

information contained in this Prospectus. This section is not intended to be exhaustive and other

risks and uncertainties of which the Company is not currently aware or which it currently

considers remote could also affect its business or its financial position. Prospective investors

are urged to conduct their own independent evaluation of all of the considerations relating to

an investment and closely review the detailed information provided elsewhere in this

Prospectus.

2.1 Risks relating to the Group

The risk factors specifically related to the Group and its business are described in section B.2

“Group and Parent Company Management Report”, sub-section “Insurance and Risk Factors”

(pages 59 to 64) of the Reference Document.

In addition to these risk factors, investors should, before making any decision to invest, review

the risk factors described below relating to the securities issued.

2.2 Risks relating to the new shares

The market of the preferential subscription rights may only offer limited liquidity and may be

subject to a high level of volatility. The market price for the preferential subscription rights may

fall below the theoretical value of such rights.

No assurance can be given that a market for the preferential subscription rights will develop. If a

market does develop, the preferential subscription rights may be subject to a higher level of

volatility than the Company's existing shares. The market price of the preferential subscription

rights will depend on the market price of the Company's shares. If the market price of the

Company's shares falls, the value of the preferential subscription rights could fall. Holders of

preferential subscription rights who do not wish to exercise their preferential subscription rights

may not be able to sell their rights on the market or may have to sell them at a market price

below their theoretical value.

Shareholders who will not exercise their preferential subscription rights in the context of the

Rights Offering will experience dilution of their ownership of the Company's share capital.

Furthermore, shareholders who will not exercise their RAS will experience even greater

dilution due to the implementation of the Reserved Capital Increases.

Shareholders who will not exercise their preferential subscription rights under the Rights

Offering will experience dilution of their ownership of the share capital and of their share of

voting rights of the Company. Shareholders who sell their preferential subscription rights may

not obtain sufficient proceeds from the sale to make up for this dilution (see section 9 below).

Furthermore, the shareholders will experience dilution of their ownership of the Company's

share capital as a result of the implementation of the Reserved Capital Increases, to which they

cannot subscribe. However, after the Mandatory Tender Offer, each shareholder who has not

tendered his shares to that offer and who hold at least one share of the Company at each of the

three following dates (i) on the First Eligibility Date (i.e., on January 16, 2015), (ii) on the date

of settlement and delivery of the Rights Offering (i.e., on February 20, 2015) and (iii) on the

Mandatory Tender Offer Completion Date, will be offered the RAS enabling him to purchase

shares issued within the framework of the Reserved Capital Increases in proportion to his

ownership in the Company's share capital on certain dates. Consequently, shareholders of the

Company (other than EDL Holding, EDI S.A.S. and EDLC S.A.S.) who will exercise their RAS

in full will not suffer any dilution of their ownership as a result of the Reserved Capital

Increases. However, shareholders who will not exercise their RAS will experience a more

important dilution resulting from the Reserved Capital Increases (see the dilution table in

section 9.1 below).

27

The market price of the Company's shares may fluctuate and, if applicable, fall below the

subscription price of the shares issued upon exercise of preferential subscription rights.

The market price of the Company's shares during the trading period for the preferential

subscription rights may not reflect the market price of the Company's shares on the date the new

shares are issued and may notably be influenced by the perspective of the Mandatory Tender

Offer. In particular, following completion of the Company’s Capital Increases and of the

Mandatory Tender Offer, the Company's shares, in such case, may be traded at prices below the

market price prevailing at the time the Rights Offering is initiated. No assurance can be given

that the market price of the Company's shares will not fall below the subscription price of the

shares issued upon the exercise of preferential subscription rights. If the market price of the

shares falls after the holders of preferential subscription rights have exercised their rights, they

would incur a loss if they sell the resulting shares immediately. Therefore, no assurance can be

given that after exercising their preferential subscription rights, investors will be able to sell

their shares in the Company at a price at least equal to the subscription price of the shares issued

upon the exercise of the preferential subscription rights. However, investors who will exercise

their preferential subscription rights and who will tender the resulting issued shares to the

Mandatory Tender Offer will be assured of receiving the price proposed as part of the

Mandatory Tender Offer.

The volatility and liquidity of the Company's shares may fluctuate significantly.

Over the last few years, the stock markets have been subject to major fluctuations that often did

not relate to the results of companies whose shares are traded on those markets.

Market fluctuations and the economic climate may increase the volatility of the Company's

shares. The market price of the Company's shares may fluctuate significantly in reaction to

various factors and events, including:

– variations in the results of the Group from one period to the next one;

– differences between the Group's results and those expected by investors;

– the materialization of one or more of the risks described in section B.2 “Group and

Parent Company Management Report”, sub-section “Insurance and Risk Factors” of the

Reference Document; and

– the liquidity of the market for the Company's shares.

This volatility in the stock price of the Company's shares may create a risk of immediate and

severe losses for investors.

Implementation of the Proposal may result in reduced liquidity in the Company’s shares.

If several shareholders decide to tender their shares in the Mandatory Tender Offer and/or if few

shareholders are eligible to receive RAS or decide to exercise their RAS, the implementation of

the Proposal may result in reduced liquidity in the Company's shares. In addition, if the

shareholders other than affiliates of Disney hold less 5% of the share capital or the voting rights

of the Company, Disney affiliates may be entitled to launch a squeeze out in respect of the

remaining shares.

Sales of Company's shares or of preferential subscription rights on the market might occur,

during the subscription period as regards the preferential subscription rights, or during or after

the subscription period as regards the shares, which could have an adverse effect on the market

price of the Company's shares or the value of preferential subscription rights.

Sales of the Company's shares or preferential subscription rights on the market, or expectations

of such sales, during or after the subscription period in the case of shares or during the

subscription period in the case of preferential subscription rights, might have an adverse effect

on the market price of the Company's shares or the value of preferential subscription rights.

28

The Company cannot predict the potential effects that the sale of shares or preferential

subscription rights by its shareholders might have on the market price of its shares or on the

value of the preferential subscription rights.

If the market price of the Company's shares falls during the subscription period, the preferential

subscription rights may lose all or part of their value.

The market price of the preferential subscription rights will depend primarily on the market

price of the Company's shares. A decrease in the market price of the Company's shares during

the subscription period may have an adverse effect on the value of the preferential subscription

rights.

Transfers of the Company's equity securities may be subject to the French financial transaction

tax or French transfer taxes, which would increase the cost of trading for the Company's

shares.

The French financial transactions tax provided for in Article 235 ter ZD of the French Tax Code

(Code général des impôts) (the “French FTT”) applies, under certain conditions, to the

acquisition of shares of publicly traded companies registered in France having a market

capitalization over €1 billion as of December 1st of the year preceding the taxation year. A list of

companies falling within the scope of the French FTT is published each year. The French FTT

is due at a rate of 0.2% of the purchase price of the shares (unless the relevant transfer can

benefit from an exemption).

As of the date of the visa on the Prospectus, the Company's shares do not fall within the scope

of the French FTT. However, they might become subject to the French FTT should the

Company's market capitalization exceed €1 billion. Sales of Company shares which are not

subject to the French FTT may be subject to French stamp duties (droits d’enregistrement) at

the proportional rate of 0.1% (with a minimum right of 25 euros) if they are recorded in a deed.

The French FTT and French stamp duties could increase the transaction costs associated with

purchases and sales of the financial instruments of the Company and could reduce the liquidity

of the market for the financial instruments of the Company. Prospective holders of the

Company's shares are advised to seek their own professional advice in relation to the

consequences of the French FTT and French stamp duties on their investment, in particular the

potential consequences associated with subscribing for, purchasing, holding and disposing of

shares of the Company.

The proposed European financial transactions tax may, if adopted and implemented in national

legislations, increase the cost of trading for the Company's financial instruments.

Prospective holders of the Company's shares should be aware that the European Commission

has published a proposal for a Directive on a financial transactions tax (the European financial

transactions tax, or the “European FTT”) common to Belgium, Germany, Estonia, Greece,

Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the “Participating Member

States”), which, if adopted and implemented in France, would replace the French FTT.

The proposed European FTT might, if introduced in its current draft form, apply to certain

transactions involving Company's financial instruments. The European FTT might apply in

some circumstances to both residents and non-residents of the Participating Member States.

In December 2014, the ministers of the Participating Member States confirmed their

commitment to implement the European FTT and indicated the intention of the Participating

Member States to implement the European FTT progressively, in particular with respect to

shares. The first steps would be implemented at the latest on January 1, 2016.

The proposed European FTT remains however subject to negotiation between the Participating

Member States. It could therefore be altered before its adoption. Other Member States may

decide to participate.

29

The European FTT could increase the transaction costs associated with purchases and sales of

the financial instruments of the Company and could reduce the liquidity of the market for the

financial instruments of the Company. Prospective holders of the Company's shares are advised

to seek their own professional advice in relation to the potential consequences of the European

FTT.

30

3. KEY INFORMATION

3.1 Net working capital statement

The Company certifies that, in its opinion, before implementation of the Company's Capital

Increases, the Group’s net working capital is sufficient to meet its obligations over the next 12

months from the Prospectus visa date. It is specified that the amount of the investments

depending on the implementation of the Proposal is not taken into account for the needs of this

statement.

Equity and indebtedness

In accordance with ESMA recommendations (European Securities and Markets Authority –

ESMA/2013/319, paragraph 127), the table below shows the Group's consolidated net debt

position and consolidated equity position at December 31, 2014:

1 The impact of the implementation of the Proposal will be that 850 million euros of non-current debt will

become due (250 million euros will be repaid and 600 million euros will be converted into equity).

2 The equity as at December 31, 2014 takes into account the application of the interpretation of the IFRIC 21

“Taxes levied by a public authority”, applicable to the Group from the fiscal year 2015.

(In € millions) December 31, 2014

1. Equity and indebtedness

Current debt1

Secured 0.0

Guaranteed 1.4

Unguaranteed / Unsecured 30.0

Total 31.4

Non-current debt (excluding current portion of long-term debt)

Secured 0.0

Guaranteed 13.1

Unguaranteed / Unsecured 1,803.2

Total 1,816.3

Group equity2

Share capital 39.0

Issue premiums 1,627.3

Shares held by consolidated companies (0.8)

Other reserves, conversion differences and results (1,834.8)

Total (169.3)

2. Net indebtedness

A-B – Cash and cash equivalents

Including cash and cash equivalents subject to exchange controls

in some countries (mainly China)

109.2

0.0

C – Trading securities 0,0

31

The Group has no material indirect and contingent indebtedness.

The above-presented information was neither subject to an audit nor to a limited review.

Furthermore, since December 31, 2014, other than the approval of the recapitalization and debt

reduction Proposal, there was no significant change which may impact the amount of the

medium-term and long-term net financial indebtedness and the amount of the equity excluding

the income of the period.

3.2 Interest of individuals and legal entities participating in the transactions

Pursuant to the Unilateral Backstop Undertaking, EDL Holding, a Disney subsidiary that owns

approximately 39.8% of the share capital and of the voting rights of the Company, guarantees

the full subscription to the Rights Offering. EDL Holding's shareholding may therefore increase

significantly as a result of the implementation of the Unilateral Backstop Undertaking, and

shareholders who will not exercise their preferential subscription rights in the context of the

Rights Offering will experience significant dilution of their ownership.

In addition, as a result of the Reserved Capital Increases, EDI S.A.S. and EDLC S.A.S.,

Disney’s indirect wholly-owned subsidiaries, will subscribe a significant number of new

Company’s shares.

The shareholding of EDI S.A.S. and EDLC S.A.S. may however be subsequently reduced in

proportion to the exercise, if any, by the shareholders of their RAS (which could only be

exercised after the Mandatory Tender Offer). However, shareholders who will not exercise their

RAS will experience significant dilution of their Company’s share ownership. Thus, the RAS is

an opportunity, for the Eligible Shareholders, to limit the dilution caused by the Reserved

Capital Increases through the opportunity offered to them to acquire Company’s shares issued in

the context of the Reserved Capital Increases, in proportion to the shareholding they will have

retained and at the price paid by Disney’s subsidiaries. The consequence of such mechanism on

3 This amount comprises the Group’s contingent obligations, as well as the commitments related to the leases.

For further details as regards the nature of these commitments, please refer to note 23.2 “Commitment and

Contingencies” of the Group’s financial statements included in the Reference Document.

D – Liquidity (A+B+C) 109.2

E – Loans to members of joint ventures 0.0

F – Current bank debt 0.0

G – Current portion of non-current debt 31.4

H – Other current financial debt 0.0

I – Current financial debt (F+G+H) 31.4

J – Net current financial indebtedness (I-E-D) (77.8)

K – Non-current bank loans 0.0

L – Bonds issued 0.0

M – Other non-current loans 1,816.3

N – Net non-current financial indebtedness (K+L+M) 1,816.3

O – Net financial indebtedness (J+N) 1,738.5

Interest rate and currency derivatives relating to the debt 0.0

Net current financial indebtedness including interest rate and

currency derivatives 1,738.5

Commitment and contingencies (excluding Villages Nature)3 447.6

32

EDI S.A.S. and EDLC S.A.S. is the monetization of their receivables proportionally to the

exercised RAS and earlier than the current maturity date of those receivables.

As a result, Disney's indirect interest in the share capital of the Company will increase

significantly due to the implementation of the Reserved Capital Increases and, potentially, the

Rights Offering, should the Unilateral Backstop Undertaking be implemented (notwithstanding

the opportunity offered to the shareholders (other than EDL Holding, EDI S.A.S. and EDLC

S.A.S.) to subsequently reduce the dilution caused by the Reserved Capital Increases by

exercising the RAS). Consequently, in accordance with applicable regulations, EDL Holding

and the other Disney’s subsidiaries referred to above, acting in concert, will file a Mandatory

Tender Offer for all of the Company’s shares they do not already own.

In the theoretical assumption that the subscriptions on a non-reducible basis would not require

the implementation of the Unilateral Backstop Agreement, Disney would indirectly hold,

following the Company’s Capital Increases, 70% of the share capital and voting rights of the

Company. However, if the Unilateral Backstop Agreement was to be implemented for all the

Company’s shares not already held by EDL Holding, EDL Holding would subscribe to the

entire Rights Offering and Disney would then indirectly hold, following the Company’s Capital

Increases, 97% of the share capital and voting rights of the Company.

3.3 Purpose of the Company's Capital Increases and use of proceeds

The purpose of the Company's Capital Increases is to recapitalize the Group and, through the

implementation of all elements of the Proposal (see section B.4a above), to enable the Group to

improve its cash position, reduce its indebtedness, increase its liquidity and continue investing

in Disneyland Paris. Following the implementation of the Company’s Capital Increases, the

Group will indeed benefit from additional cash flows which will allow the Group to fund its

investment program aiming at improving the Disneyland Paris’ assets and guest satisfaction.

Substantially all of the proceeds from the Rights Offering will be used by the Company to

subscribe to a capital increase implemented by its principal operating subsidiary, Euro Disney

Associés S.C.A. This €1 billion capital increase will be carried out through an increase of the

nominal value of the shares, immediately following completion of the Company's Capital

Increases, and the existing shareholders will subscribe pro rata to their respective ownership in

the share capital of Euro Disney Associés S.C.A. The Company, which holds 82% of the share

capital of Euro Disney Associés S.C.A., will subscribe for an aggregate amount of €820 million,

of which €328 million will be paid in cash using substantially all of the net proceeds from the

Rights Offering and €492 million will be paid by way of set-off against the €492 million Euro

Disney Associés S.C.A. receivables previously acquired by the Company from EDI S.A.S. and

EDLC S.A.S. As previously announced, the balance of such Euro Disney Associés S.C.A.

capital increase, i.e. €180 million, will be subscribed in cash (€72 million) and through set off

against receivables (€108 million) by EDI S.A.S. and EDLC S.A.S., each of these companies

being a Disney affiliate.

33

4. INFORMATION ON THE SECURITIES TO BE OFFERED AND LISTED FOR

TRADING ON THE EURONEXT PARIS REGULATED MARKET

4.1 Type, class and dividend rights of securities offered and listed for trading

The new shares issued as part of the Company's Capital Increases are ordinary shares of the

same class as the Company's existing shares. They will carry current dividend rights and, from

the date of their issuance, will confer the right to any distribution decided by the Company as of

that date.

The new shares will be listed for trading on Euronext Paris from February 20, 2015. They will

be immediately fungible with the existing shares of the Company already traded on Euronext

Paris and will be tradable, from their listing date, on the same line as these existing shares under

the same ISIN code FR0010540740.

4.2 Applicable law and competent courts

The new shares will be issued in accordance with French law and the courts having jurisdiction

in the event of a dispute are those in the place where the Company's registered office is located

when the Company is the defendant and designated according to the nature of the dispute,

unless otherwise provided by the French Civil Procedure Code (Code de procédure civile).

4.3 Form and mode of registration of shares

The new shares may be in registered or bearer form, at the subscribers' discretion.

In accordance with Article L. 211-3 of the French Monetary and Financial Code, the shares

must be held in securities accounts kept, as the case may be, by the Company or an authorized

intermediary.

Consequently, the rights of the holders will be represented by a book entry in a securities

account opened in their name in the books of:

Société Générale Securities Services, located 32, Rue du Champ de Tir, CS 30812,

44308 Nantes Cedex 03, appointed by the Company, for shares held in fully registered

form (forme nominative pure);

an authorized intermediary of their choice and Société Générale Securities Services,

located 32, Rue du Champ de Tir, CS 30812, 44308 Nantes Cedex 03, appointed by the

Company, for shares held in administered registered form (forme nominative

administrée); or

an authorized intermediary of their choice for shares held in bearer form (au porteur).

In accordance with Articles L. 211-15 and L. 211-17 of the French Monetary and Financial

Code, shares are transmitted via transfer between accounts and the transfer of ownership of the

new shares is evidenced by book entry in the subscriber's securities account.

A request for admission to trading of the new shares will be made to Euroclear France, which

will be responsible for the clearing of shares between custodians. A request for admission to

trading of these shares will also be made to Euroclear Bank S.A./N.V. and Clearstream

Banking, société anonyme (Luxembourg).

Based on the indicative timetable for the Company’s Capital Increases (see section 5.1.1.4

above), it is expected that the new shares will be recorded in securities accounts and tradable as

of February 20, 2015.

34

4.4 Issue currency

The new shares will be issued in euros.

4.5 Rights attached to the new shares

As soon as they are created, the new shares shall be subject to all provisions of the Company's

bylaws. As French law and the Company's bylaws currently stand, the main rights attached to

the new shares are as follows:

4.5.1 Dividend rights – Right to share in the issuer's profits

The new shares will confer the right to dividends on the terms set out below.

The shareholders of the Company have the right to its earnings in accordance with

Articles L. 232-10 and following of the French Commercial Code.

In accordance with Article 9.3 of the Company's bylaws, the Company's associés commandités

will receive 0.5% of the year's profits each year .

Article 9.3 of the Company's bylaws states that at least five per cent (5%) of profits, minus any

prior losses, shall be allocated to the reserve required by law, it being stipulated that such

allocation shall cease to be mandatory once the reserve required by law has reached one tenth of

the share capital, but shall resume if, for any reason, the reserve falls below one tenth of the

share capital.

Notwithstanding the stipulations of the previous paragraph, the Company's shareholders may,

by adoption of an ordinary resolution in a general meeting, decide to retain some or all

distributable earnings, allocate earnings to general or special reserve funds or distribute earnings

to shareholders as a dividend.

Furthermore, the shareholders in a general meeting may also decide to distribute sums taken

from optional reserves, either to pay or supplement a dividend or to make a special distribution.

The annual shareholders' meeting held to approve the financial statements for the fiscal year

may therefore decide to pay a dividend to all shareholders, which will be taken first from the

distributable profit for the year.

An interim dividend may also be paid before the financial statements for the fiscal year are

approved (Article L. 232-12 of the French Commercial Code).

The annual shareholders' meeting may decide to offer each shareholder, for all or part of the

dividend or interim dividend payment, the option of receiving either cash or shares issued by the

Company (Article 9.3 of the Company's bylaws and Articles L. 232-18 and following of the

French Commercial Code).

Payment of the dividend must take place no later than nine months after the fiscal year-end.

This period may be extended by court order.

No claim may be made against the Company for payment of a dividend due in respect of the

shares after a period of five years from the due date. Furthermore, dividends not claimed within

five years of the due date will lapse and become the property of the French state.

Dividends paid to non-residents are in principle subject to withholding tax (see section 4.11

below).

4.5.2 Voting rights

The voting rights attached to the shares are proportional to the percentage of share capital they

represent. Each share entitles the holder to one vote (Article L. 225-122 of the French

Commercial Code). In accordance with the applicable provisions under French law

No. 2014-384 dated March 29, 2014 on stimulating the real economy, double voting rights are

automatically conferred on all fully paid-up shares that have been registered in the name of the

35

same holder for at least two years starting on April 2, 2014 (Article L. 225-123 of the French

Commercial Code). In accordance with Article L. 225-110 of the French Commercial Code, if

the ownership of the shares is split, the voting rights attaching to these shares belong to the bare

owner in ordinary general meetings as well as in extraordinary general meetings.

4.5.3 Legal and statutory disclosure thresholds

Without prejudice to the obligation to notify the Company and the AMF when any of the

disclosure thresholds set by law and the AMF general regulation are crossed or reached, Article

2.4 (d) of the Company's bylaws states that any natural or legal person or any shareholder that

comes to own, by any means within the meaning of Article L. 233-7 and following of the

French Commercial Code, a number of shares of the Company equal to or more than 2% of the

share capital, or any multiple thereof, must, if the shares are booked with an authorized

intermediary in accordance with the provisions of Article L. 211-4 of the French Monetary and

Financial Code, notify the Company of the total number of shares held by registered mail with

return receipt requested to the Company's registered office, no later than five (5) trading days

after one of these thresholds is crossed.

This obligation applies under the same conditions as provided for above, each time the

percentage of the share capital or voting rights held falls below one of the thresholds referred to

above.

In the event of the failure to comply with the above-mentioned requirements, the shares

exceeding the proportion which should have been disclosed shall be stripped of their voting

rights and the voting rights attaching to such shares which have not been disclosed according to

the law may not be exercised at any shareholders’ general meeting held until expiration of the

period stipulated by applicable law and regulations following the date on which such notice is

properly served. Except where the threshold involved is one of those referred to in the aforesaid

Article L. 233-7, this penalty will only be applied at the request, duly recorded in the minutes of

the general meeting, of one or more shareholders holding at least 2% of the Company’s share

capital.

4.5.4 Preferential right to subscribe to shares of the same class

The shares carry preferential subscription rights in the event of any capital increases.

Shareholders have a preferential right, in proportion to the amount of their shares, to subscribe

to new shares issued for cash for a capital increase either immediately or in the future. During

the subscription period, these rights are tradable if they are detached from shares that are

themselves tradable. Otherwise, they may be sold under the same conditions as the shares

themselves. Shareholders may waive their preferential subscription rights on an individual basis

(Articles L. 225-132 and L. 228-91 to L. 228-93 of the French Commercial Code).

The shareholders' general meeting that decides to make or authorizes an immediate or future

capital increase may waive the preferential subscription rights for the entire capital increase or

for one or more tranches of the capital increase and may grant or authorize a priority

subscription period in favor of existing shareholders (Article L. 225-135 of the French

Commercial Code).

A share issuance without preferential subscription rights may be carried out either through a

public offering, or, up to a limit of 20% of the share capital per year, through an offering

referred to in section II of Article L. 411-2 of the French Monetary and Financial Code (an

offering to qualified investors or to a restricted group of investors acting on their own behalf)

and the issue price must be at least equal to the weighted average share price quoted during the

three trading sessions prior to the price fixing, to which a discount of up to 5% may be applied

(Articles L. 225-136 section 1 paragraph 1 and section 3, and R. 225-119 of the French

Commercial Code). However, up to a limit of 10% of the share capital per year, the general

meeting may authorize the Gérant to set the issue price on a different basis (Article

L. 225-136 section 1 paragraph 2 of the French Commercial Code).

36

The general meeting may also waive preferential subscription rights when the Company carries

out a capital increase:

restricted to one or more named persons or categories of persons who meet the

conditions set by the Company. The issue price or method of setting the price are

determined by the extraordinary shareholders' general meeting based on the Gérant’s

report and the statutory auditors’ special report (Article L. 225-138 of the French

Commercial Code); or

in order to pay for securities tendered to a public exchange offer for securities of a

company whose shares are traded on a regulated market in a European Economic Area

member state or a member country of the Organization for Economic Cooperation and

Development. In this case, the statutory auditors must express an opinion on the

conditions and implications of the share issuance (Article L. 225-148 of the French

Commercial Code).

The shareholders' general meeting may also resolve to make a capital increase:

to pay for capital contributions in kind. The value of the contributions is subject to

assessment by one or more expert appraisers. The shareholders' general meeting may

grant the Gérant all powers required to implement a capital increase, up to a limit of

10% of the share capital, in order to pay for contributions in kind in the form of equity

instruments or securities giving access to share capital (Article L. 225-147 of the French

Commercial Code);

restricted to members (employees of the Company or related companies within the

meaning of Article L. 225-180 of the French Commercial Code) of an employee share

savings plan (Article L. 225-138-1 of the French Commercial Code). The subscription

price may not be more than 20% less than the average share price quoted during the

20 trading days preceding the date of the decision setting the subscription opening date

(Article L. 3332-19 of the French Labor Code (Code du travail)); or

by means of bonus shares granted to employees, certain categories of employees or

corporate officers (mandataires sociaux) of the Company or companies in its group, up

to a limit of 10% of the Company's share capital (Articles L. 225-197-1 and following

of the French Commercial Code).

Lastly, the Company may grant stock options to employees, certain categories of employees or

corporate officers (mandataires sociaux) of the Company or companies in its group, up to a

limit of one third of the Company's share capital (Articles L. 225-177 and following of the


4.5.5 Right to any surplus upon winding-up

In accordance with Article 10.3 of the Company's bylaws, the net liquidation proceeds, after

settlement of any liabilities, will be used to repay the paid-in, unredeemed portion of the share

capital. Any remaining balance will be allocated, up to the amount of the existing reserves

constituted by way of allocation of the earnings belonging to the shareholders, in proportion to

the number of shares held by each shareholder.

Any remaining balance will be allocated as follows:

0.5% to the associés commandités in that capacity, who will distribute the amount

between them as they see fit; and

99.5% to the shareholders in proportion to the number of shares held.

4.5.6 Repurchase – Conversion clauses

In accordance with Article 2.5 (g) of the Company's bylaws, the Company has the right to

repurchase, in accordance with the provisions of Article L. 228-19 of the French Commercial

37

Code, either all of its own non-voting preferred shares, or certain classes of them, each class

being determined by its issue date.

4.5.7 Identification of securities holders

In accordance with Article 2.4 (c) of the Company’s bylaws, the Company may at any time, in

accordance with the provisions of applicable law and regulations, and at its own expense, the

maximum amount of which is set by decree of the Ministry of the Economy, ask the entity in

charge of clearing of shares (Euroclear France) to provide the name or the company name, in

the case of a corporation, nationality, and address or registered office, as the case may be, of the

holders of securities giving an immediate or future right to vote at its own shareholders' general

meetings, as well as the number of securities held by each one and, where applicable, any

restrictions attached thereto.

Based on the list provided by the central depositary, if the Company believes that any securities

may be held by nominees, it may ask the persons whose names appear on the list, either through

the central depositary, or directly, in the same manner and subject to penalties, to identify the

beneficial owners of the securities and the number of securities held by each of them.

For as long as the Company believes that certain holders whose identity has been communicated

to it are acting as nominees, it is entitled to ask them to disclose the identity of the beneficial

owners and the number of securities held by each of them (Article L. 228-2 and following of the


4.6 Authorizations

4.6.1 Grant of authority by the shareholders’ general meeting

The shareholders’ combined general meeting of the Company held on January 13, 2015 passed

the 11th and 12

th resolutions, relating, respectively, to the Rights Offering and to the Reserved

Capital Increases, it being specified that EDL Holding participated in the vote in accordance

with law. These resolutions are reproduced below:

4.6.1.1 Delegation of authority to arrange the Rights Offering

11th

resolution – Delegation of authority to the Gérant to arrange the issue of ordinary

shares of the Company in a nominal amount of €350,788,410.00 with shareholders’

preferential subscription rights maintained

“The General Meeting,

voting as an extraordinary general meeting,

after having taken note of the special report of the Gérant and the special report of the

Company’s Supervisory Board,

in accordance with the legal and regulatory provisions, and in particular articles

L. 225-129 and following, and L. 225-132 and L. 228-91 and following, of the Code de

commerce,

and subject to the condition precedent that the 4th, 5

th, 12

th and 14

th resolutions submitted to the

vote of this General Meeting are adopted:

1. delegates to the Gérant the authority to arrange a capital increase in cash, on a single

occasion and at such time as he may see fit, with shareholders’ preferential subscription

rights maintained, having a nominal amount of €350,788,410.00 by issuing 350,788,410

new ordinary shares of the Company having a nominal value of one euro (€1) each, to be

fully paid up in cash on subscription; provided that the maximum global nominal amount

of the capital increases capable of being carried out pursuant to this delegation of

authority and of those conferred by the 12th and 13

th resolutions of this General Meeting

is set at €750 million; and that, if applicable, the nominal amount of any shares to be

issued to preserve the rights of holders of negotiable securities and other rights giving

38

access to the Company’s capital in the future, in accordance with the legal and regulatory

provisions in force and with the applicable contractual provisions, will be added to this

cap;

2. resolves that the subscription price of the shares issued in the context of the capital

increase with preferential subscription rights maintained, will be equal to one euro (€1)

per share and that the capital increase will therefore take place without an issue

premium;

3. resolves that the shareholders will have a preferential subscription right to the new

shares issued pursuant to this delegation of authority, in proportion to the number of

shares that they own, and under the conditions and subject to the limits determined by the

Gérant; these preferential subscription rights will enable their holders to subscribe solely

on a non-reducible basis a number of newly issued shares proportionally to the number of

preferential subscription rights held, it being thus specified that no subscription on a

reducible basis will be permitted in the context of the share capital increase that would be

decided in accordance with this resolution;

4. acknowledges that EDL Holding Company LLC has already undertaken a unilateral

“backstop” commitment vis-à-vis the Company, pursuant to which EDL Holding

Company LLC undertook to subscribe for all shares issued in the context of the capital

increase with shareholders’ preferential subscription rights maintained, carried out

pursuant to this delegation of authority, that have not been subscribed on a non-reducible

basis at the end of the subscription period, and that the Gérant will then, in accordance

with article L. 225-134 of the Code de commerce, use the power to distribute the shares

that it was decided to issue but that have not been subscribed;

5. grants the Gérant full power to implement this delegation of authority, and in

particular:

to decide to increase the capital with shareholders’ preferential subscription

rights maintained, and if necessary, to postpone it;

to determine, within the aforementioned limits, the issue’s terms and conditions,

and in particular to determine the dates on which the subscription period starts

and ends;

to make any adjustments required in accordance with the legal and regulatory

provisions in force and with the applicable contractual provisions, in order to

preserve the rights of holders of negotiable securities or other rights giving

access to the Company’s capital in the future;

to request the listing of the new shares on the markets on which the Company’s

shares are currently listed;

to certify the unconditional completion of the capital increase and to amend the

bylaws accordingly; and

more generally, to conclude any agreement, take any steps and satisfy all

formalities that may be useful or required by the issue, listing and financial

servicing of the shares issued pursuant to this delegation of authority, and for the

exercise of the rights attached thereto, in accordance with the laws and

regulations in force;

6. sets the period of validity of the authority delegated by this resolution at 3 months

starting on the date of this General Meeting, and acknowledges that this delegation of

authority cancels from this day the 11th resolution voted by the Company’s general

meeting on February 12, 2014; and

39

7. acknowledges that, in accordance with articles L. 225-100 and L. 225-129-5 of the

Code de commerce, the Gérant shall report to the next ordinary general meeting on the

use made of the powers granted by this resolution.”

4.6.1.2 Delegation of authority to arrange the Reserved Capital Increases

12th

resolution – Delegation of authority to the Gérant to arrange the issue of ordinary

shares of the Company in a nominal amount of €196.8 million for the benefit of EDI

S.A.S., on the one hand, and in a nominal amount of €196.8 million for the benefit of

EDLC S.A.S., on the other hand, without shareholders’ preferential subscription rights

“The General Meeting,

voting as an extraordinary general meeting,

after having taken note the special report of the Gérant, the special report of the Company’s

Supervisory Board and the special report of the Statutory Auditors,

in accordance with the legal and regulatory provisions, and in particular articles

L. 225-129 and following, and L. 225-135 and L. 225-138, of the Code de commerce, and

subject to the condition precedent that the 4th, 5

th, 11

th and 14

th resolutions submitted to the vote

of this General Meeting are adopted:

1. delegates to the Gérant the power to arrange two capital increases in cash, on a single

occasion and at such time as he may see fit, without shareholders’ preferential

subscription rights, having a total nominal amount of €393.6 million, by issuing 393.6

million new ordinary shares of the Company having a nominal value of one euro (€1)

each (provided that this amount will be charged to the amount of the global cap

provided by paragraph 1 of the 11th resolution of this General Meeting, or if applicable,

to the amount of any global cap potentially provided by a resolution of the same nature

succeeding the said resolution during the period of validity of this delegation of

authority;

2. resolves that subscription to the new shares issued as part of these capital increases in

cash will be reserved to EDI S.A.S. and EDLC S.A.S.;

3. resolves that the subscription price of the shares issued in the context of these capital

increases will be equal to €1.25 per share, including a €0.25 issue premium per share;

4. resolves to cancel shareholders’ preferential subscription rights and to reserve the

entirety of these capital increases to EDI S.A.S. and EDLC S.A.S., which will

respectively and individually subscribe to a capital increase in the proportions

indicated below, by setting it off their receivables in respect of payment of the price of

assignment of the Assigned Receivables of an Amount of €492 million (as referred to in

the 4th resolution of this General Meeting):

Beneficiaries Number of shares

subscribed Amount

EDI S.A.S. 196.8 million €246 million, including issue premium

(i.e., nominal of €196.8 million and

issue premium of €49.2 million)

EDLC S.A.S. 196.8 million €246 million, including issue premium

(i.e., nominal of €196.8 million and

issue premium of €49.2 million)

5. grants the Gérant full power to implement this delegation of authority, and in

particular:

40

to decide to increase the capital and cancel shareholders’ preferential

subscription rights, and if necessary, to postpone it;

to determine, within the aforementioned limits, the issue’s terms and

conditions;

to request the listing of the new shares on the markets on which the Company’s

shares are currently listed;

to certify the unconditional completion of the capital increase and to amend the

bylaws accordingly; and

more generally, to conclude any agreement, take any steps and satisfy all

formalities that may be useful or required by the issue, listing and financial

servicing of the shares issued pursuant to this delegation of authority, and for

the exercise of the rights attached thereto, in accordance with the laws and

regulations in force;

6. sets the period of validity of the authority delegated by this resolution at 3 months

starting on the date of this General Meeting, and acknowledges that this delegation of

authority cancels from this day the 12th resolution voted by the Company’s general

meeting on February 12, 2014; and

7. acknowledges that, in accordance with articles L. 225-100 and L. 225-129-5 of the

Code de commerce, the Gérant shall report to the next ordinary general meeting on the

use made of the powers granted by this resolution.”

4.6.2 Decision of the Gérant

Pursuant to the authorizations given in the 11th and 12

th resolutions passed by the shareholders’

combined general meeting of the Company held on January 13, 2015, the Gérant decided, on

January 14, 2015, to proceed with the launch of the Rights Offering and of the Reserved Capital

Increases.

4.7 Scheduled issue date for the new shares

The date scheduled for issuance of the new shares is February 20, 2015.

4.8 Restrictions on the transferability of the shares

There are no provisions in the bylaws that restrict the transferability of the shares comprising

the Company's share capital.

4.9 French regulations on public offers

The Company is subject to legislative and regulatory provisions applicable in France relating to

mandatory tender offers, buyout offers and squeeze-outs.

4.9.1 Mandatory tender offers

Article L. 433-3 of the French Monetary and Financial Code and Articles 234-1 and following

of the AMF general regulation state the conditions under which a mandatory tender offer must

be made for all capital securities and securities giving access to the capital or to voting rights in

a company whose shares are listed for trading on a regulated market.

4.9.2 Buyout offers and squeeze-outs

Article L. 433-4 of the French Monetary and Financial Code and Articles 236-1 and following

(buyout offers), 237-1 and following (squeeze-out) and 237-14 and following (squeeze-out

following any public offer) of the AMF general regulation state the conditions under which a

buyout offer and a squeeze-out of minority shareholders must be carried out in relation to a

company whose shares are listed for trading on a regulated market.

41

4.10 Tender offers initiated by third parties in respect of the issuer's share capital

during the prior and current fiscal year

No tender offer has been initiated by a third party on the Company's share capital during the

prior or current fiscal year.

However, it should be noted that Disney's indirect interest in the share capital of the Company

would increase significantly due to the implementation of the Reserved Capital Increases and,

potentially, of the Rights Offering, should the Unilateral Backstop Undertaking be

implemented, (notwithstanding the opportunity offered to shareholders (other than EDL

Holding, EDI S.A.S. and EDLC S.A.S.) to subsequently reduce the dilution caused by the

Reserved Capital Increases by exercising the RAS). Consequently, in accordance with

applicable regulations, EDL Holding and the other Disney’s subsidiaries referred to above,

acting in concert, will file a Mandatory Tender Offer for all of the Company’s shares they do

not already hold. The AMF should publish the main terms of the Mandatory Tender Offer on

February 20, 2015, following the filing of the Offering Prospectus and of the Response

Document. The AMF should grant its visa on the Offering Prospectus on March 16, 2015 and

the Mandatory Tender Offer should be launched on March 18, 2015. BNP Paribas will be acting

as presenting bank for the Mandatory Tender Offer.

4.11 Withholding taxes and other taxes on dividends

The following is a general summary of the withholding tax regime under current French tax

legislation that could apply to dividends received from the Company, subject to the potential

application of any international tax treaties entered into by France.

The rules set forth below may be affected by changes in legislation or regulations (which may

be retroactive or apply to the current year) or by a change in their interpretation by the French

tax authorities. This discussion is intended only as a descriptive summary and does not purport

to be a complete analysis of all potential tax effects that could apply to the owners of the shares

of the Company. Shareholders should consult their usual tax advisers with respect to the tax

consequences applicable to them in their particular situation, especially with respect to the

potential consequences associated with separating, acquiring, transferring, and exercising

preferential subscription rights of the Company, and more generally with subscribing for,

purchasing, holding and disposing of shares of the Company. Non-French tax residents must

also comply with the tax laws in force in their State of residence, as may be modified by the tax

treaties for the avoidance of double taxation signed between France and such jurisdiction.

4.11.1 French tax resident shareholders

4.11.1.1 French tax resident individual shareholders holding their shares in the Company as

part of their private portfolio, who do not hold their shares in the Company through an

equity savings plan (plan d'épargne en actions (“PEA”)), and who do not trade on the

stock markets in a professional or quasi-professional capacity

The following paragraphs describe the withholding tax regime that could apply to dividends of

the Company paid to individuals who are French tax residents and who own shares in the

Company as a private investment other than through a PEA and who do not trade on the stock

markets in a professional or quasi-professional capacity. Special rules apply to shareholders

holdings their shares through a PEA. Relevant shareholders are advised to consult their own tax

advisors regarding the tax consequences of their investment, in light of their own particular

circumstances.

Withholding tax of 21%

Subject to certain exceptions, under Article 117 quater of the French Tax Code (Code général

des impôts or the “FTC”), dividends paid to French tax resident individuals are generally

subject to a withholding tax (prélevement forfaitaire non libératoire) equal to 21% of the gross

42

amount distributed, which does not discharge the taxpayer from the payment of personal income

tax on such amounts.

This withholding tax is levied by the paying agent if it is established in France.

If the paying agent is established outside France, the dividends paid by the Company are

declared, and the corresponding tax paid, within the first 15 days of the month following the

dividend payment, either by the taxpayer himself, or by the paying agent if established in an EU

Member State or European Economic Area member state that has signed a bilateral mutual

administrative assistance agreement in tax matters with France, provided that the paying agent

has been granted a power of attorney for that purpose by the taxpayer.

However, individuals belonging to a tax household whose taxable income for the year before

last, as defined in 1° of IV of Article 1417 of the FTC, is less than €50,000 for taxpayers who

are single, divorced or widowed, or €75,000 for couples filing jointly, may request exemption

from this withholding under the terms and conditions of Article 242-quater of the FTC, i.e., by

providing to the paying agent no later than November 30 of the year preceding the year of the

payment of the dividends a sworn statement that the reference fiscal income shown on the

taxation notice (avis d’imposition) issued in respect of the second year preceding the year of

payment was below the above-mentioned taxable income thresholds. However, taxpayers who

acquire new shares after the deadline for providing the aforementioned exemption request can,

subject to certain conditions, provide such exemption request to the paying agent upon

acquisition of such new shares pursuant to paragraph 320 of the administrative guidelines

BOI-RPPM-RCM-30-20-10-20140211.

When the paying agent is established outside France, only individuals belonging to a tax

household whose taxable income of the year before last, as defined in 1° of IV of Article 1417 is

equal or superior to the amounts mentioned in the previous paragraph are subject to this tax.

This withholding tax does not trigger a discharge of the individual’s personal income tax or,

where applicable, of the exceptional contribution on high income earners. It constitutes an

installment on account of the taxpayer's final income tax and is creditable against the final

personal income tax due by the taxpayer with respect to the year during which it is withheld, the

surplus, if any, being refunded to the taxpayer.

Relevant shareholders should seek professional advice to determine the method by which this

withholding tax will be credited against the amount of their income tax.

In addition, regardless of the place of residence or the registered office, under Article 119 bis 2

of the FTC, if dividends are paid outside France in a non-cooperative state or territory

(“NCST”) within the meaning of Article 238-0 A of the FTC, withholding tax is levied at a rate

of 75%. The list of NCSTs is published by decree and is updated annually.

Social security contributions

The gross amount of the dividends paid by the Company is also subject to social security

contributions at an overall rate of 15.5%, which is split as follows:

the contribution sociale généralisée (the “CSG”) at a rate of 8.2%;

the contribution pour le remboursement de la dette sociale at a rate of 0.5%;

the prélevement social at a rate of 4.5%;

the contribution additionnelle au prélevement social at a rate of 0.3%; and

the prélevement de solidarité provided for by section L. 136-6 of the French Social

Security Code (Code de la sécurité sociale), at a rate of 2%.

These social security contributions are levied in the same way as the 21% non-discharging

withholding tax described above.

43

Apart from the CSG, which is income tax deductible in the year of its payment at a rate of 5.1%,

the other contributions are not income tax deductible.

Relevant shareholders should seek professional advice to determine the method of declaring the

dividends and paying the 21% contribution and the applicable social security contributions.

4.11.1.2 French tax resident corporate shareholders subject to corporate income tax in France

Dividends paid by the Company to French tax resident legal entities subject to corporate income

tax in France are not, in principle, liable to withholding tax.

However, if the dividends paid by the Company are paid outside France in a NCST, a

withholding tax will apply on dividend payments at a rate of 75%.

4.11.1.3 Other shareholders

Shareholders of the Company who are subject to different tax treatment than described above, in

particular individuals who deal in securities on a basis that goes beyond simple portfolio

management or who have recorded their shares as assets on their commercial balance sheet,

should seek professional advice as to the tax treatment that will apply to them.

4.11.2 Shareholders whose fiscal place of residence is outside France

This sub-section describes the withholding tax regime that could apply, under current French

law and subject to the provisions of international tax treaties, to dividends paid by the Company

to individual and corporate shareholders who (i) are not resident in France for tax purposes

within the meaning of Article 4 B of the FTC or whose registered office is outside France and

(ii) do not own the shares through a fixed place of business or permanent establishment liable to

tax in France. However, such shareholders should seek professional advice about the tax

treatment that will apply to them and must also comply with the tax legislation in force in their

State of tax residence, as amended by any international tax treaty entered into by France and

that State. Persons having a fixed base or a permanent establishment in France are advised to

consult their own tax advisors regarding their tax treatment, in light of their own particular

circumstances.

As French legislation currently stands and subject to the application of any international tax

treaties and the exceptions referred to below, dividends paid by the Company are generally

subject to a withholding tax, levied by the paying agent, when the tax residence or head office

of the beneficial owner is outside France. The withholding rate is (i) 21% when the dividend is

eligible to the 40% allowance provided for by Article 158-3-2° of the FTC and the beneficial

owner is an individual whose tax residence is in an EU Member State or a European Economic

Area member state that has signed a bilateral mutual administrative assistance agreement in tax

matters with France; (ii) 15% when the beneficial owner is a non-profit organization whose

head office is in an EU Member State or a European Economic Area member state that has

signed a bilateral mutual administrative assistance agreement in tax matters with France, and

that would be taxed if it had its seat in France, in accordance with the special tax regime set

forth in paragraph 5 of section 206 of the FTC as construed by administrative guidelines

(BOI-IS-CHAMP-10-50-10-40-20130325) and (iii) 30% in all other cases.

However, regardless of the beneficial owner's tax residence or place of residence or head office,

subject to the provisions of any international tax treaties, the dividends paid by the Company

will be subject to withholding tax at the rate of 75% if they are paid outside France in a NCST.

The withholding tax may be reduced or eliminated, in particular pursuant to (i) section 119 ter

of the FTC as construed by administrative guidelines (BOI-RPPM-RCM-30-30-20-10-

20140725), which is applicable, subject to certain conditions, to corporate shareholders having

their effective place of management in an EU Member State and which hold at least 10% of the

Company's capital, (ii) administrative guidelines BOI-RPPM-RCM-30-30-20-40-20140725

relating to corporations or other organizations fulfilling the requirements set forth in sections

44

145 and 216 of the FTC for the application of the parent-subsidiary regime, whose effective

place of management is in an EU Member State or a European Economic Area member state

that has signed a tax treaty with France providing for mutual administrative assistance with a

view to defeating tax fraud or evasion, and which do not benefit from a tax credit for the French

withholding tax in their country of tax residence, or (iii) tax treaties that may apply.

In addition, the withholding tax is not applicable to dividends paid to certain mutual investment

funds incorporated under a foreign jurisdiction and based in an EU Member State or in another

State or territory that has signed a bilateral mutual administrative assistance agreement in tax

matters with France and that (i) raise capital from a certain number of investors in order to

invest in the interest of those investors, in accordance with a defined investment policy, and

(ii) have characteristics similar to those required of collective undertakings fulfilling the

conditions set forth under section 119 bis 2 of the FTC.

Shareholders are advised to seek professional advice to determine whether they are likely to be

subject to the legislation on NCSTs and/or able to claim the right to benefit from a reduction of

or exemption from the withholding tax, and to define the practical procedures, including those

set out in administrative guidelines BOI-INT-DG-20-20-20-20-20120912 relating to the

so-called “standard” and “simplified” procedures for the reduction of and exemption from

withholding tax.

45

5. TERMS OF THE OFFER

5.1 Capital Increases

5.1.1 Terms, statistics of the offer, provisional timetable and application procedure

This Securities Note relates to:

the Company's Capital Increases described below:

(i) the Rights Offering, to be implemented in cash, in a gross amount of

€350,788,410 through the issuance of 350,788,410 new ordinary shares at a

price of €1.00 per share, at a ratio of 9 new ordinary shares for 1 existing share;

(ii) the following two Reserved Capital Increases:

the EDI S.A.S. Reserved Capital Increase, to be implemented by way of

set-off against receivables, in a gross amount of €246,000,000 through

the issuance of 196,800,000 new ordinary shares at a price of €1.25 per

share;

the EDLC S.A.S. Reserved Capital Increase, to be implemented by way

of set-off against receivables, in a gross amount of €246,000,000 via the

issuance of 196,800,000 new ordinary shares at a price of €1.25 per

share; and

the rights to acquire Company’s shares (“RAS”).

5.1.1.1 Terms of the offer

(a) Rights Offering

The Rights Offering will be implemented with shareholders’ preferential subscription right

maintained, at a ratio of 9 new ordinary shares for 1 existing share of a nominal value of €1.00

each.

On January 19, 2015, shareholders of record at close of the accounting day on January 16, 2015

will receive one preferential subscription right for each share held.

1 preferential subscription right entitles the holder to subscribe to 9 new shares of €1.00 each at

a price of €1.00 per share.

Unexercised preferential subscription rights will lapse automatically at the close of the

subscription period, i.e., on February 6, 2015 at closing of the trading session.


The Reserved Capital Increases will be made without preferential subscription rights, for the

benefit of EDI S.A.S. on the one hand and EDLC S.A.S. on the other hand. Each of these two

companies will subscribe respectively and fully to the capital increase reserved for it.

The waiver of the shareholders' preferential subscription right is necessary so as to implement

the recapitalization and debt reduction plan in accordance with the Proposal.

EDI S.A.S. and EDLC S.A.S. are both French companies and indirect subsidiaries of Disney.

As of the date of this Securities Note, neither of them hold any interest in the Company's share

capital.

5.1.1.2 Amount of the issuance

The total amount of the Company's Capital Increases, issue premium included, is €842,788,410

(including €744,388,410 of nominal value and €98,400,000 of issue premium) corresponding to

the total number of new shares to be issued, i.e., 744,388,410 new shares, multiplied by the

subscription price per new share, i.e., respectively:

€1.00 (i.e., the nominal value of the share) for the 350,788,410 new shares to be issued

within the framework of the Rights Offering; and

46

€1.25 (including €1.00 of nominal value and €0.25 of issue premium) for the

393,600,000 new shares to be issued within the framework of the Reserved Capital

Increases.

The gross issuance proceeds of €842,788,410 will be split as follows:

an amount of €350,788,410 corresponding to the gross amount of the Rights Offering,

to be implemented in cash, it being specified that the full subscription of the Rights

Offering is guaranteed by EDL Holding pursuant to the Unilateral Backstop

Undertaking and in accordance with the terms set out in section 5.1.4.3 below;

an amount of €246,000,000 (including €196,800,000 of nominal value and €49,200,000

of issue premium) corresponding to the gross amount of the EDI S.A.S. Reserved

Capital increase, to be implemented by way of set-off against receivables; and

an amount of €246,000,000 (including €196,800,000 of nominal value and €49,200,000

of issue premium) corresponding to the gross amount of the EDLC S.A.S. Reserved

Capital increase, to be implemented by way of set-off against receivables.

In accordance with the terms of the Unilateral Backstop Undertaking, the provisions of Article

L. 225-134 of the French Commercial Code and the terms of the Gérant's decisions dated

January 14, 2015, if the subscriptions on a non-reducible basis have not absorbed the entire

issuance, the Gérant will then use the power to allot to EDL Holding shares whose issuance has

been decided but which have not been subscribed in the context of the Rights Offering.

5.1.1.3 Subscription period and procedures

(a) Rights Offering

(a.1) Subscription period

The subscription period of the new shares issued within the framework of the Rights Offering

will be opened from January 19, 2015 to February 6, 2015 inclusive.

(a.2) Preferential subscription rights

Subscription on an irreducible basis only

The subscription of the new shares will be reserved on a preferential basis to:

holders of existing shares registered on their securities account at the end of the

accounting day on January 16, 2015; and

purchasers of preferential subscription rights.

The preferential subscription rights will entitle their holders to subscribe for, on a non-reducible

basis only, a number of new shares in proportion to the number of preferential rights held, it

being specified that no subscription on a reducible basis will be permitted in the context of the

Rights Offering.

Holders of preferential subscription rights will be entitled to subscribe for, on a non-reducible

basis only, 9 new ordinary shares for each preferential subscription right at a price of €1.00 per

share.

Any new shares that have not been absorbed by the subscriptions on a non-reducible basis will

be allotted by the Gérant to EDL Holding in accordance with the terms of the Unilateral

Backstop Undertaking and the provisions of Article L. 225-134 of the French Commercial

Code.

Theoretical values of the preferential subscription rights and of the Euro Disney S.C.A. share

ex-right – Discounts of the issue price of the new shares compared to the share price and the

theoretical ex-right value of the share

47

Based on the closing price of Euro Disney S.C.A. share on October 3, 2014 the last trading day

prior to announcement of the Proposal (i.e., €3.46):

the issue price of the new shares, i.e., €1.00, presents a discount of 71%;

the theoretical value of the preferential subscription right is €2.21;

the theoretical ex-right value of the share is €1.25;

the issue price of the new shares presents a discount of 20% to the theoretical ex-right

value of the share.

Based on the closing price of Euro Disney S.C.A. share on January 13, 2015 (i.e., €3.22):

the issue price of the new shares, i.e., €1.00, presents a discount of 69%;

the theoretical value of the preferential subscription right is €2.00;

the theoretical ex-right value of the share is €1.22;

the issue price of the new shares presents a discount of 18% to the theoretical ex-right

value of the share.

These values are without prejudice to the actual value of the preferential subscription right

during the subscription period, the actual ex-right value of the share and the actual discounts

(or, if applicable, premiums) that will be observed on the market.

(a.3) Procedure for exercising the preferential subscription rights

In order to exercise their preferential subscription rights, holders should submit a completed

application to their authorized financial intermediary at any time between January 19, 2015 and

February 6, 2015 inclusive, and pay the corresponding subscription price in cash (see section

5.1.1.9 below).

In accordance with the law, the preferential subscription right will be tradable during the

subscription period referred to above in the same way as existing shares.

Transferors of preferential subscription rights will be divested of those rights in favor of the

transferees, who, for the purposes of exercising the preferential subscription rights acquired,

will simply be substituted in all the rights and obligations of the owners of the existing shares in

regards to those rights.

Preferential subscription rights that have not been exercised by the end of the subscription

period will lapse automatically.

(a.4) Preferential subscription rights detached from treasury shares held by the Company

Pursuant to Article L. 225-206 of the French Commercial Code, the Company cannot subscribe

for its own shares.

The preferential subscription rights detached from the 215,000 treasury shares held by the

Company, i.e., 0.55% of the share capital as of the date of the Prospectus, will be sold on the

market before the end of the subscription period of the Rights Offering under the conditions

provided for in Article L. 225-210 of the French Commercial Code.


The new shares issued within the framework of the Reserved Capital Increases will be

subscribed in full by, respectively, EDI S.A.S. and EDLC S.A.S. on February 6, 2015.

48

5.1.1.4 Indicative timetable for the Company's Capital Increases

January 13, 2015 Combined ordinary and extraordinary general meeting of the

Company's shareholders held to approve the Company's Capital

Increases.

January 14, 2015 Decision of the Gérant related to the Company's Capital

Increases.

AMF's approval (visa) of the Prospectus.

Publication of a press release by the Company announcing the

AMF's approval (visa) of the Prospectus and describing the main

characteristics of the Company's Capital Increases and of the

RAS, as well as how the Prospectus will be made available.

January 15, 2015 Publication by Euronext Paris of the issuance notice.

Passporting of the Prospectus in the United Kingdom.

January 16, 2015 First Eligibility Date for the RAS (i.e., the earliest of the three

dates on which the condition relating to the status of shareholder

will have to be satisfied so as to subsequently receive RAS).

Publication by the Company of its revenues for the first quarter

of fiscal year 2015, ending on December 31, 2014.

January 19, 2015 Opening of subscription period of the Rights Offering – Ex-rights

date and commencement of trading in the preferential

subscription rights on Euronext Paris.

February 6, 2015 Close of subscription period of the Rights Offering – End of

trading in the preferential subscription rights.

Subscription and payment by EDI S.A.S. and EDLC S.A.S. for

the new shares issued within the framework of the Reserved

Capital Increases.

February 16, 2015 Publication of a press release by the Company announcing the

results of the subscriptions to the Company's Capital Increases.

February 17, 2015 Publication by Euronext Paris of the listing notice for the new

shares issued within the framework of the Rights Offering and

the Reserved Capital Increases.

February 20, 2015 Issuance of the new shares – Settlement and delivery of the

Company’s Capital Increases (i.e., the second of the three dates

on which the condition relating to the status of shareholder will

have to be satisfied so as to subsequently receive RAS).

Admission to trading of the new shares on Euronext Paris.

Mid-April, 2015 Publication of the final results of the Mandatory Tender Offer by

the AMF.

49

5.1.1.5 Revocation/suspension of the offer

(a) Rights Offering

The issuance of the new shares within the framework of the Rights Offering is guaranteed by a

Unilateral Backstop Undertaking whereby EDL Holding Company has undertaken to subscribe,

at the Subscription Price, for all of the shares issued in the context of the Rights Offering that

have not been subscribed by other holders of rights upon exercise, on a non-reducible basis, of

their preferential subscription rights.

The Unilateral Backstop Undertaking was signed by EDL Holding on October 3, 2014.


None.

5.1.1.6 Reduction of the subscription

(a) Rights Offering

The issuance is implemented with shareholders’ subscription right maintained. Shareholders are

entitled to subscribe for, on a non-reducible basis only, 9 new shares for 1 existing share (see

section 5.1.1.3 (a) above) and their applications may not be reduced.


Not applicable.

5.1.1.7 Minimum or maximum subscription amount

(a) Rights Offering

As the Rights Offering is implemented with preferential subscription right maintained on a

non-reducible basis only, the minimum and maximum subscription amount is therefore 9 new

shares upon exercise of 1 preferential subscription right (see section 5.1.1.3 (a) above).


EDI S.A.S. will subscribe for the entire EDI S.A.S. Reserved Capital Increase and EDLC S.A.S.

will subscribe for the entire EDLC S.A.S. Reserved Capital Increase.

5.1.1.8 Revocation of subscription orders

Subscription orders are irrevocable.

5.1.1.9 Payment for and delivery of shares

(a) Rights Offering

Subscriptions for new shares issued in the context of the Rights Offering and payments made by

subscribers whose shares are registered in administered registered form or in bearer form will be

accepted until February 6, 2015 inclusive by their authorized intermediary acting in their name

and on their behalf.

Subscriptions and payments made by subscribers with pure registered shares will be accepted

free of charge until February 6, 2015 inclusive by Société Générale Securities Services at

32, Rue du Champ de Tir, CS 30812, 44308 Nantes Cedex 03.

Each subscription form must be accompanied by payment of the subscription price in cash.

Subscriptions for which payments have not been made will automatically be canceled without

formal notice being required.

Amounts paid in connection with subscriptions will be centralized by Société Générale

Securities Services, 32, Rue du Champ de Tir, CS 30812, 44308 Nantes Cedex 03, which will

be responsible for issuing the certificate of funds deposit recording the completion of the Rights

Offering.

50

The scheduled settlement and delivery date of the new shares issued within the framework of

the Rights Offering is February 20, 2015.


EDI S.A.S. and EDLC S.A.S., which will, respectively, subscribe in full for the EDI S.A.S.

Reserved Capital Increase and the EDLC S.A.S. Reserved Capital Increase, will pay the entire

amount of their subscription on the subscription date by way of set-off against the receivables

owed to them respectively by the Company.

The scheduled settlement and delivery date of the new shares issued within the framework of

the Reserved Capital Increases is February 20, 2015.

5.1.1.10 Publication of the results of the offer

At the end of the subscription period referred to in section 5.1.1.3 (a) above, and after

subscriptions to the Rights Offering have been centralized, a Company press release announcing

the results of the subscriptions for the Company's Capital Increases will be published and posted

on the Company's website.

In addition, a notice published by Euronext Paris relating to the admission to trading of the new

shares issued within the framework of the Rights Offering and of the Reserved Capital Increases

will indicate the final number of shares issued (see section 5.1.1.3 (a) above as regards the

Rights Offering).

5.1.1.11 Procedure for exercise and transferability of preferential subscription rights

See section 5.1.1.3 (a.2) and 5.1.1.3 (a.3) above.

5.1.2 Securities distribution and allocation plan

5.1.2.1 Category of prospective investors - Countries in which the offer will be open -

Restrictions applicable to the offer

(a) Rights Offering

(a.1) Category of prospective investors

As the Rights Offering is implemented with preferential subscription rights maintained on an

irreducible basis only, subscriptions for the new shares to be issued are restricted to the initial

holders of preferential subscription rights as well as to transferees of those preferential

subscription rights under the conditions described in section 5.1.1.3 (a) above.

(a.2) Countries in which the offer will be open

The offer will be open to the public in France and in the United Kingdom, from the time the

Prospectus has been approved by the AMF, in its capacity as the competent authority in France,

and published in accordance with the Prospectus Directive as implemented in France and, in the

case of the United Kingdom, passported.

(a.3) Restrictions applicable to the offer

The distribution of this Prospectus, the sale of shares and preferential subscription rights, and

the subscription to the new shares may be subject to specific regulations in some countries,

including the United States. Individuals or legal entities in possession of this Prospectus are

required to inform themselves of and comply with any local restrictions. Authorized

intermediaries cannot accept any subscriptions to the new shares or any exercise of preferential

subscription rights from clients whose address is in a country where such restrictions apply, and

such orders will be deemed null and void.

Any person (including trustees and nominees) receiving this Prospectus may only distribute it or

send it in accordance with laws and regulations applicable in the place of distribution or

transmission.

Any person who, for any reason, transmits or allows the transmission of the Prospectus to such

countries must draw the attention of the recipient to the terms of this paragraph.

51

Generally, any person exercising their preferential subscription rights outside France shall

ensure that this exercise does not breach the legislation this person must abide by. Neither the

Prospectus nor any other document relating to the Rights Offering shall be distributed outside

France other than in accordance with applicable local laws and regulations, and shall not

constitute a subscription offer in countries where such an offer would breach applicable local

legislation.

The paragraphs “Restrictions concerning Member states of the European Economic Area (other

than France and the United Kingdom) in which Directive 2003/71/EC of November 4, 2003 has

been implemented”, “Restrictions concerning the United States” and “Restrictions concerning

Canada, Australia and Japan” below are intended only to provide an overview of the

regulations that may apply in the European Economic Area, the United States and Canada,

Australia and Japan respectively.

Restrictions concerning Member states of the European Economic Area (other than France

and the United Kingdom) in which the Prospectus Directive has been implemented

No action has been taken or will be taken in any Member state of the European Economic Area

(the “Member States”) that has implemented the Prospectus Directive in order to allow an offer

to the public of new shares or preferential subscription rights requiring the publication of a

prospectus in any of those Member States other than the offering of the new shares and

preferential subscription rights in France and in the United Kingdom contemplated in this

Prospectus (from the time this Prospectus has been approved by the AMF in its capacity as the

competent authority in France and published in accordance with the Prospectus Directive as

implemented in France and, in the case of the United Kingdom, passported). Consequently, new

shares or preferential subscription rights may only be offered in those Member States:

(1) to qualified investors as defined by the Prospectus Directive as amended, if applicable,

by the implementation of the Amending Prospectus Directive in the relevant Member

State;

(2) to fewer than 100, or if the relevant Member State has implemented the Amending

Prospectus Directive, 150 individuals or legal entities other than qualified investors (as

defined in the Amending Prospectus Directive); or

(3) in any other circumstances not requiring the Company to publish a prospectus as

provided under Article 3(2) of the Prospectus Directive.

For the purposes of this restriction, (i) the notion of “offer to the public of new shares or

preferential subscription rights” in any of the Member States refers to any communication sent

to individuals or legal entities, in any form and by any means, that provides sufficient

information about the conditions of the offer and about the securities issued by the Company to

enable an investor to decide to buy or subscribe for such shares, as amended, if applicable, in

the relevant Member State within the framework of the implementation of the Prospectus

Directive, (ii) the term “Prospectus Directive” refers to Directive 2003/71/EC and includes any

implementing measures in each Member State, and (iii) the term “Amending Prospectus

Directive” refers to Directive 2010/73/EU and includes any implementing measures in each

Member State.

A depositary institution in a Member State in which the offer is not open to the public may

inform its clients who are shareholders of the Company of the allocation of preferential

subscription rights insofar as it is required to do so in respect of its contractual obligations

towards its shareholders clients and provided that the communication of such information does

not constitute an “offer to the public” in that Member State. A shareholder of the Company

located in a Member State in which the offer is not open to the public may exercise their

preferential subscription rights provided that they have not been the recipient within said

Member State of a communication constituting an “offer to the public” as defined above.

These selling restrictions concerning Member States are in addition to any other selling

restrictions applicable in the Member States of the European Economic Area having

implemented the Prospectus Directive.

52

Restrictions concerning the United States

The new shares and preferential subscription rights have not been and will not be registered

under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or with any

market authority of any state or jurisdiction of the United States. The new shares and

preferential subscription rights may not be offered, sold, exercised, transferred or delivered in

the United States as defined in Regulation S under the U.S. Securities Act, except in certain

transactions exempt from, or not subject to, the registration requirements of the U.S. Securities

Act and in accordance with applicable local securities laws. The new shares are only offered

outside the United States, in accordance with Regulation S under the U.S. Securities Act, as part

of an “offshore transaction” as defined by Regulation S under the U.S. Securities Act.

Accordingly, except for offers and sales made to qualified investors as described above:

– Shareholders in the United States are not authorized to exercise the preferential

subscription rights allocated to their shares.

– No subscription order may be posted or otherwise sent from the United States and all

persons exercising their preferential subscription rights and wishing to hold their shares

in registered form must provide an address outside the United States.

– No information about this offer and no notice with respect to the exercise of preferential

subscription rights or subscription to new shares may be sent to the United States or to

persons present in the United States.

– Neither this Prospectus nor any offer document relating to the allocation of preferential

subscription rights or the offer of new shares, nor any exercise application form or

information notice may be distributed or sent by an intermediary or any other person to

the United States.

When deciding whether or not to exercise their preferential subscription rights or to subscribe to

new shares, subscribers for new shares who receive this Prospectus must be able to represent

and warrant that (i) they have not received a prospectus, another offer document or a document

relating to the offer of new shares or preferential subscription rights, or an exercise application

form or information notice in the United States, (ii) at the time of exercising their preferential

subscription rights, they were not based in the United States or acting on behalf of a person in

the United States, and (iii) they are subscribing for the new shares or exercising the preferential

subscription rights outside the United States in an “offshore transaction” as defined in

Regulations S under the U.S. Securities Act.

Authorized financial intermediaries may not accept subscriptions for shares or applications to

exercise preferential subscription rights if they reasonably believe that such subscription or

exercise does not comply with the above provisions and, in particular, they may not accept

subscriptions for new shares or applications to exercise preferential subscription rights from

customers present in or having an address in the United States, subject to certain exceptions.

Any incomplete instruction or any instruction that does not comply with this procedure will be

considered to be null and void.

Without prejudice to the implementation of the foregoing procedures and restrictions, all

subscribers to new shares and all persons exercising preferential subscription rights having

received this Prospectus shall be deemed to have represented, warranted and acknowledged that,

by accepting this Prospectus and the delivery of new shares or preferential subscription rights,

they are subscribing to the new shares or exercising the preferential subscription rights within

the framework of a transaction that is in accordance with the provisions of Rule 903 of

Regulation S under the U.S. Securities Act and as part of offshore transactions as defined by

Regulation S under the U.S. Securities Act.

In addition, until the end of a 40-day period starting on the opening date of the subscription

period, an offer to sell or a sale of new shares within the United States by a broker/dealer

(whether or not participating in the Rights Offering) may violate the registration requirements of

the U.S. Securities Act.

53

Restrictions concerning Canada, Australia and Japan

The new shares and the preferential subscription rights may not be offered, sold or purchased in

Canada (subject to certain exceptions), in Australia or in Japan.


(b.1) Category of potential investor

Not applicable.

The EDI S.A.S. Reserved Capital Increase will only be subscribed by EDI S.A.S. and the EDLC

S.A.S. Reserved Capital Increase will only be subscribed by EDLC S.A.S.

(b.2) Countries in which the offer will be open

Not applicable.

(b.3) Restrictions applicable to the offer

Not applicable.

5.1.2.2 Subscription intentions of the Company's main shareholders or members of its

administrative, management and supervisory bodies

(a) Rights Offering

EDL Holding, a wholly-owned subsidiary of Disney that owns approximately 39.8% of the

Company's existing shares, will exercise all of its preferential subscription rights in the context

of the Rights Offering.


Subscription to the Reserved Capital Increases is exclusively and respectively reserved for the

benefit of EDI S.A.S. and EDLC S.A.S., two French companies that are indirect subsidiaries of

Disney. As of the date of this Securities Note, neither of them hold any interest in the

Company's share capital.

5.1.2.3 Pre-allocation information

(a) Rights Offering

As the Rights Offering is implemented with preferential subscription rights maintained on a

non-reducible basis only, holders of preferential subscription rights as well as subsequent

purchasers of those rights, who will have exercised them on the conditions described in section

5.1.1.3 (a) above, will be entitled to subscribe, without reduction, for 9 new shares of €1.00 at a

price of €1.00 per share for 1 preferential subscription right exercised. No subscription on a

reducible basis will be permitted under the Rights Offering.


Not applicable.

5.1.2.4 Notice to subscribers

(a) Rights Offering

Subscribers who have placed orders to subscribe on a non-reducible basis are guaranteed,

subject to effective completion of the Rights Offering, to receive the number of new shares for

which they subscribed (see section 5.1.1.3 (a) above).


Not applicable.

5.1.2.5 Overallotment and greenshoe

Not applicable.

54

5.1.3 Subscription price

5.1.3.1 Subscription price of the Rights Offering:

(a) Subscription price per share

The subscription price of the Rights Offering is €1.00 per share (i.e., the nominal value of the

share).

Upon subscription, the price of €1.00 per share subscribed must be fully paid in cash.

This Subscription Price for the new shares shows a discount of 71% to the closing price of Euro

Disney S.C.A. share on October 3, 2014, the last trading day prior to announcement of the

Proposal (€3.46) and 69% to the closing price of Euro Disney S.C.A. share on January 13, 2015

(€3.22).

Furthermore, this Subscription Price of the new shares shows a discount of 20% to the TERP on

the Trading Day Prior to the Announcement of the Proposal, equal to €1.25.

Subscriptions that are not fully paid will automatically be cancelled without formal notice being

required.

(b) Example of a shareholder holding 10 Company’s shares as at the First Eligibility Date

A shareholder who holds 10 Company’s shares as at the First Eligibility Date will receive 10

preferential subscription rights on January 19, 2015, allowing him to subscribe 90 new shares

issued within the framework of the Rights Offering, at a price of €1.00 per share and for a total

amount of €90.00. In case of exercise of all of his preferential subscription rights, the relevant

shareholder will hold 100 Company’s shares at the end of the Rights Offering.

5.1.3.2 Subscription price of the Reserved Capital Increases

The subscription price of the Reserved Capital Increases is €1.25 per share (including €1.00 of

nominal value and €0.25 of issue premium).

Upon subscription, the price of €1.25 per share subscribed must be fully paid by way of set-off

against a certain, due and payable receivable.

This Conversion Price of the new shares, which is equal to TERP on the Trading Day Prior to

the Announcement of the Proposal, shows a discount of 64% to the closing price of Euro Disney

S.C.A. share on October 3, 2014, the last trading day prior to announcement of the Proposal

(€3.46) and 61% to the closing price of Euro Disney S.C.A. share on January 13, 2015 (€3.22).

5.1.4 Placement

5.1.4.1 Names and addresses of authorized intermediaries responsible for deposits of

subscription monies and financial servicing of shares

Amounts paid in connection with subscriptions will be centralized by Société Générale

Securities Services, 32, Rue du Champ de Tir, CS 30812, 44308 Nantes Cedex 03, which will

be responsible for issuing the certificate of funds deposit recording the completion of the Rights

Offering.

The securities and financial services of the Company's shares are provided by Société Générale

Securities Services, 32, Rue du Champ de Tir, CS 30812, 44308 Nantes Cedex 03.

5.1.4.2 Underwriting – Lock-up and retention commitments

Underwriting

The issuance of the new shares is not covered by an underwriting agreement entered into with

financial institutions.

However, EDL Holding has already given the Unilateral Backstop Undertaking pursuant to

which EDL Holding undertook to subscribe, at the Subscription Price, for all of the shares to be

issued within the framework of the Rights Offering that have not been subscribed at the end of

55

the subscription period upon exercise, on a non-reducible basis, of their preferential subscription

rights.

This subscription undertaking does not constitute a performance guarantee (garantie de bonne

fin) within the meaning of Article L. 225-145 of the French Commercial Code.

The Unilateral Backstop Undertaking was signed by EDL Holding on October 3, 2014.

Lock-up and retention commitments

Not applicable.

5.2 Right to acquire Company’s shares (“RAS”)

5.2.1 Presentation of the RAS

Once the Mandatory Tender Offer is completed, and in order to offer the Company’s

shareholders the possibility not to be diluted as a result of the Reserved Capital Increases, EDI

S.A.S. and EDLC S.A.S. will offer, subject to certain conditions, to the Eligible Shareholders

the opportunity to buy Shares Sold according to the conditions described below. The RAS is an

opportunity, for the Eligible Shareholders, to limit the dilution caused by the Reserved Capital

Increases through the opportunity offered to them to acquire Company’s shares issued in the

context of the Reserved Capital Increases, in proportion to the shareholding they will have

retained and at the price paid by Disney’s subsidiaries. The consequence of such mechanism on

EDI S.A.S. and EDLC S.A.S. is the monetization of their receivables proportionally to the

exercised RAS and earlier than the current maturity date of those receivables.

5.2.2 Characteristics of the Shares Sold

The Shares Sold will be ordinary shares of the Company issued within the framework of the

Reserved Capital Increases and admitted to trading on Euronext Paris, under the ISIN code

FR0010540740.

These Shares Sold will be allowed to be in registered form or in bearer form and will be free

from any lien, claim or encumbrance, and fully paid-up.

For a detailed description of the characteristics of these shares, please refer to section 4.5 of this

Securities Note.

5.2.3 Determination of the status of Eligible Shareholder

Eligible shareholders, meaning individuals or legal entities (other than EDL Holding, EDI

S.A.S. and EDLC S.A.S.) holding at least one share of the Company at each of the three

following dates (i) on the First Eligibility Date (i.e., on January 16, 2015), (ii) on the date of

settlement and delivery of the Rights Offering (i.e., on February 20, 2015) and (iii) on the

Mandatory Tender Offer Completion Date, will be offered the opportunity to acquire Shares

Sold at a price per share equal to the Conversion Price, i.e., €1.25 per Share Sold.

5.2.4 Number of Shares Sold that can be acquired by the Eligible Shareholders

The number of Shares Sold that can be acquired by an Eligible Shareholder will be equal to a

fraction calculated as indicated below.

The Pro Rata Portion will be equal to the lower of (i) the number of shares held by such Eligible

Shareholder on the date of settlement and delivery of the Rights Offering, and (ii) the number of

shares held by such Eligible Shareholder on the Mandatory Tender Offer Completion Date,

multiplied by a ratio of 1.009840 which corresponds to the fraction whose numerator and

denominator have been determined as follows:

– the numerator is equal to the number of new Company’s ordinary shares issued to EDI

S.A.S. and EDLC S.A.S. within the framework of the Reserved Capital Increases, i.e.,

393,600,000 shares; and

56

– the denominator is equal to the total number of outstanding shares of the Company after

completion of the Rights Offering without taking into account the new ordinary shares

issued within the framework of the Reserved Capital Increases.

The Pro Rata Portion of each Eligible Shareholder will be calculated by the authorized financial

intermediary in the books of whom the relevant Eligible Shareholder holds its Company’s

shares or, as the case may be, by Société Générale Securities Services for shares held in fully

registered form (forme nominative pure).

The Pro Rata Portion will be a whole number of shares, rounded down, if needed, to the share

below.

5.2.5 Acquisition price of the shares pursuant to the RAS

Each of the Shares Sold offered for sale by EDI S.A.S. and EDLC S.A.S. to the Eligible

Shareholders may be acquired by the Eligible Shareholders at a price per share equal to the

Conversion Price per share paid by EDI S.A.S and EDLC S.A.S. to subscribe to the Reserved

Capital Increases, i.e., €1.25, payable fully in cash.

5.2.6 Allocation of the RAS

RAS will be allocated to each Eligible Shareholder holding Company’s shares on the

Mandatory Tender Offer Completion Date.

The RAS are personal, non-negotiable and non-transferable rights.

The final number of RAS allocated to each Eligible Shareholder will be calculated by its

financial intermediary at the latest on the 5th trading day following the Mandatory Tender Offer

Completion Date and will be communicated by this authorized financial intermediary to the

relevant Eligible Shareholder in accordance with the terms determined by this authorized

financial intermediary.

5.2.7 Exercise period for the RAS

The Exercise Period during which the Eligible Shareholders will be allowed to exercise their

RAS in order to acquire the Shares Sold will last 30 calendar days from the 6th trading day

(inclusive) following the Mandatory Tender Offer Completion Date. The Company will publish,

in the name and on behalf of EDI S.A.S. and EDLC S.A.S., a press release which will be posted

on the Company's website no later than 2 business days after the Mandatory Tender Offer

Completion Date, in order to remind Eligible Shareholders of their ability to exercise their RAS

with their financial intermediary.

5.2.8 Centralization of the RAS exercise requests

The exercise of the RAS will require the intervention of a centralising institution appointed by

the Company, whose main tasks would be as follows:

– receive from the relevant financial intermediaries, and centralize, the requests for

acquisition of Shares Sold that will have been communicated to him by the authorized

financial intermediaries once these latter will have received from the Eligible

Shareholders the exercise requests of the RAS and the payment of the corresponding

purchase price (€1.25 per Share Sold acquired);

– keep a record of the numbers of Shares Sold acquired that way and notify such number

to the Company acting on behalf of EDI S.A.S. and EDLC S.A.S.;

– deliver on behalf of EDI S.A.S. and EDLC S.A.S., against payment of the

corresponding amount (€1.25 per Share Sold acquired), the Company’s Shares Sold to

the relevant financial intermediaries on behalf of the acquiring Eligible Shareholders;

and

– remit to EDI S.A.S. and EDLC S.A.S. the amounts paid in consideration of the

acquisition by the Eligible Shareholders of the Shares Sold.

57

Société Générale Securities Services has been appointed by the Company to act as centralising

institution during and after the Exercise Period.

5.2.9 Process and exercise procedures of the RAS

Each RAS will entitle an Eligible Shareholder to acquire one (1) Share Sold at a price per share

of €1.25 during the Exercise Period.

The Eligible Shareholders who wish to exercise their RAS during the Exercise Period will be

required to express their willingness by addressing an exercise request in that respect to their

authorized financial intermediary and by paying, to the latter, the corresponding purchase price

for the Shares Sold, and in accordance with the terms determined by this authorized financial

intermediary.

5.2.10 Example of a shareholder holding 10 Company’s shares as at the First Eligibility

Date and having exercised all of its preferential subscription rights within the

framework of the Rights Offering

A shareholder who holds 10 Company’s shares as at the First Eligibility Date and having

exercised all of its preferential subscription rights within the framework of the Rights Offering

will hold 100 Company’s shares on the date of settlement and delivery of the Rights Offering.

At the end of the Rights Offering, the relevant shareholder will have the option to tender all of

its shares to the Mandatory Tender Offer (i.e., 100 shares), and, if so, such shareholder will

receive €125.00 (based on the Offer Price included in the Proposal, i.e., €1.25 per share, it being

specified that in addition to the comfort letter issued by the consultancy firm Ledouble S.A.S.

on November 27, 2014, this price will be subject to a report prepared by this consultancy firm,

acting as independent expert, and that the Mandatory Tender Offer will then have to be declared

compliant by the AMF).

However, if this shareholder decides either to tender only part of its shares to the Mandatory

Tender Offer or to retain all of its shares, he will comply with the definition of Eligible

Shareholder entitled to receive RAS and to acquire part of the shares issued within the

framework of the Reserved Capital Increases. Thus, if this shareholder tenders 20 shares to the

Mandatory Tender Offer, he will hold 80 Company’s shares on the Mandatory Tender Offer

Completion Date. The Pro Rata Portion of this shareholder will be equal to 80 shares4,

multiplied by a ratio of 1.009840. In the context of the exercise of the RAS, the relevant

shareholder will therefore have the right to acquire up to 80 Company’s shares (number of

shares rounded down to the share below) at the price of €1.25 per share, i.e., for a global price

of €100.00.

5.2.11 No listing of the RAS

The RAS are not financial instruments and no application will be made for their admission to

trading on a regulated market in France or elsewhere abroad.

5.2.12 Non-negotiable and non-transferable characteristics of the RAS

In order to take into account the fact that the RAS is personal, the RAS are neither transferable

nor negotiable. However, the RAS may be exercised by the Eligible Shareholders to whom they

are allocated even if the shareholder transfers, after the Mandatory Tender Offer Completion

Date, the underlying shares of the Company upon which the RAS were allocated.

5.2.13 Lapse of unexercised RAS

The RAS that have not been exercised at the close of the Exercise Period will lapse

automatically without indemnity.

4 80 shares corresponding to the lower of (i) the number of shares held by such Eligible Shareholder on the date

of settlement and delivery of the Rights Offering (i.e., 100 shares), and (ii) the number of shares held by such

Eligible Shareholder on the Mandatory Tender Offer Completion Date (i.e., 80 shares).

58

5.2.14 Indicative timetable for the RAS

January 16, 2015

(after markets close)

First Eligibility Date for the RAS (i.e., the earliest of the three

dates on which the condition relating to the status of shareholder

will have to be satisfied so as to subsequently receive RAS).

Publication by the Company of its revenues for the first quarter of

fiscal year 2015, ending on December 31, 2014.

January 19, 2015 Opening of the subscription period of the Rights Offering.

February 20, 2015 Settlement and delivery of the Company’s Capital Increases (i.e.,

the second of the three dates on which the condition relating to the

status of shareholder will have to be satisfied so as to subsequently

receive RAS).

Mid-April, 2015 (“D”) Publication of the final results of the Mandatory Tender Offer by

the AMF.

D + 1 trading day Mandatory Tender Offer Completion Date (i.e., the latest of the

three dates on which the condition relating to the status of

shareholder will have to be satisfied – the shareholder at these

three cumulative dates being thus qualified as Eligible Shareholder

– so as to subsequently receive RAS).

D + 2 business days Publication of a press release by the Company reminding the

Eligible Shareholders of the possibility to exercise their RAS.

D + 5 trading days Date on which the Eligible Shareholders will benefit from the

RAS.

D + 6 trading days (“T1”) Opening of the Exercise Period of the RAS.

T1 + 30 calendar days

(“T2”)

Closing of the Exercise Period of the RAS.

T2 + 2 trading days Centralization of the transaction by Société Générale Securities

Services.

T2 + 4 trading days Settlement and delivery of the Shares Sold to the Eligible

Shareholders that exercised their RAS.

5.2.15 Selling restrictions applicable to the allocation of the RAS

(a) Countries in which the offer will be open

The offer will be open to the public in France and in the United Kingdom, from the time the

Prospectus has been approved by the AMF, in its capacity as the competent authority in France,

and published in accordance with the Prospectus Directive as implemented in France and, in the

case of the United Kingdom, passported.

(b) Restrictions applicable to the offer

The distribution of this Prospectus, the exercise of the RAS and the acquisition of the

underlying shares may be subject to specific regulations in some countries, including the United

States. Individuals or legal entities in possession of this Prospectus are required to inform

themselves of and comply with any local restrictions. Authorized intermediaries cannot accept

the exercise of the RAS from clients whose address is in a country where such restrictions

apply, and such orders will be deemed null and void.

59

Any person (including trustees and nominees) receiving this Prospectus may only distribute it or

send it in accordance with laws and regulations applicable in the place of distribution or

transmission.

Any person who, for any reason, transmits or allows the transmission of the Prospectus to such

countries must draw the attention of the recipient to the terms of this paragraph.

Generally, any Eligible Shareholder exercising their RAS outside France shall ensure that this

exercise does not breach the legislation this person must abide by. Neither the Prospectus nor

any other document relating to the allocation and exercise of RAS shall be distributed outside

France other than in accordance with applicable local laws and regulations, and shall not

constitute an offer in countries where such an offer would breach applicable local legislation.

The paragraphs “Restrictions concerning Member states of the European Economic Area (other

than France and the United Kingdom) in which Directive 2003/71/EC of November 4, 2003 has

been implemented”, “Restrictions concerning the United States” and “Restrictions concerning

Canada, Australia and Japan” below are intended only to provide an overview of the

regulations that may apply in the European Economic Area, the United States and Canada,

Australia and Japan respectively.

Restrictions concerning Member states of the European Economic Area (other than France

and the United Kingdom) in which the Prospectus Directive has been implemented

No action has been taken or will be taken in any Member State that has implemented the

Prospectus Directive in order to allow an offer to the public of RAS or of underlying shares

requiring the publication of a prospectus in any of those Member States other than the offering

of the RAS or of underlying shares in France and in the United Kingdom contemplated in this

Prospectus (from the time this Prospectus has been approved by the AMF in its capacity as the

competent authority in France and published in accordance with the Prospectus Directive as

implemented in France and, in the case of the United Kingdom, passported). Consequently,

RAS or underlying shares may only be offered in those Member States:

(1) to qualified investors as defined by the Prospectus Directive as amended, if applicable,

by the implementation of the Amending Prospectus Directive in the relevant Member

State;

(2) to fewer than 100, or if the relevant Member State has implemented the Amending

Prospectus Directive, 150 individuals or legal entities other than qualified investors (as

defined in the Amending Prospectus Directive); or

(3) in any other circumstances not requiring the Company to publish a prospectus as

provided under Article 3(2) of the Prospectus Directive.

For the purposes of this restriction, (i) the notion of “offer to the public of RAS or of underlying

shares” in any of the Member States refers to any communication sent to individuals or legal

entities, in any form and by any means, that provides sufficient information about the conditions

of the offer and about the securities to be acquired upon exercise of the RAS to enable an

investor to decide to buy such shares, as amended, if applicable, in the relevant Member State

within the framework of the implementation of the Prospectus Directive, (ii) the term

“Prospectus Directive” refers to Directive 2003/71/EC and includes any implementing

measures in each Member State, and (iii) the term “Amending Prospectus Directive” refers to

Directive 2010/73/EU and includes any implementing measures in each Member State.

A depositary institution in a Member State in which the offer is not open to the public may

inform its clients who are Eligible Shareholders of the allocation of RAS insofar as it is required

to do so in respect of its contractual obligations towards its shareholders clients and provided

that the communication of such information does not constitute an “offer to the public” in that

Member State. An Eligible Shareholder located in a Member State in which the offer is not open

to the public may exercise their RAS provided that they have not been the recipient within said

Member State of a communication constituting an “offer to the public” as defined above.

60

These selling restrictions concerning Member States are in addition to any other selling

restrictions applicable in the Member States of the European Economic Area having

implemented the Prospectus Directive.

Restrictions concerning the United States

The RAS and the underlying existing shares to be acquired upon exercise thereof have not been

and will not be registered under the U.S. Securities Act or with any market authority of any state

or jurisdiction of the United States. The RAS and underlying shares may not be offered, sold,

exercised, transferred or delivered in the United States (as defined in Regulation S under the

U.S. Securities Act), except in certain transactions exempt from, or not subject to, the

registration requirements of the U.S. Securities Act and in accordance with applicable local

securities laws. The RAS are only being offered outside the United States, in accordance with

Regulation S under the U.S. Securities Act, as part of an “offshore transaction” as defined by

Regulation S under the U.S. Securities Act. Accordingly, except for offers and sales made to

qualified investors as described above:

– Eligible Shareholders in the United States are not authorized to exercise RAS allowing

them to acquire shares.

– No exercise order may be posted or otherwise sent from the United States and all

Eligible Shareholders exercising their RAS and wishing to hold the shares acquired

based on their Pro Rata Portion in registered form must provide an address outside the

United States.

– No information about this offer and no notice with respect to the allocation and exercise

of RAS may be sent to the United States or to persons present in the United States.

– Neither this Prospectus nor any offer document relating to the allocation and exercise of

RAS, nor any exercise application form or information notice may be distributed or sent

by an intermediary or any other person to the United States.

When deciding whether or not to exercise their RAS, Eligible Shareholders who receive this

Prospectus must be able to represent and warrant that (i) they have not received a prospectus,

another offer document or a document relating to the offer of RAS or underlying shares, or an

exercise application form or information notice in the United States, (ii) at the time of exercising

their RAS, they were not based in the United States or acting on behalf of a person in the United

States, and (iii) they are exercising the RAS outside the United States in an “offshore

transaction” as defined in Regulations S under the U.S. Securities Act.

Authorized financial intermediaries may not accept applications to exercise RAS if they

reasonably believe that such exercise does not comply with the above provisions and, in

particular, they may not accept applications to exercise RAS from Eligible Shareholders present

in or having an address in the United States, subject to certain exceptions.

Any incomplete instruction or any instruction that does not comply with this procedure will be

considered to be null and void.

Without prejudice to the implementation of the foregoing procedures and restrictions, all

Eligible Shareholders exercising RAS having received this Prospectus shall be deemed to have

represented, warranted and acknowledged that, by accepting this Prospectus and the delivery of

RAS or of underlying shares, they are exercising the RAS within the framework of a transaction

that is in accordance with the provisions of Rule 903 of Regulation S under the U.S. Securities

Act and as part of offshore transactions as defined by Regulation S under the U.S. Securities

Act.

Restrictions concerning Canada, Australia and Japan

The RAS and the underlying shares may not be offered, sold or purchased in Canada (subject to

certain exceptions), in Australia or in Japan.

61

6. ADMISSION TO TRADING AND TERMS OF TRADING

6.1 Admission to trading

The preferential subscription rights will be detached on January 19, 2015 and traded on

Euronext Paris until the end of the subscription period, i.e., until February 6, 2015 (inclusive),

under ISIN Code FR0012444743.

Consequently, the existing shares will trade ex-rights as of January 19, 2015.

The new shares issued within the framework of the Company's Capital Increases will be the

subject of an application for trading on Euronext Paris.

They will be admitted to trading on Euronext Paris from February 20, 2015. They will be

immediately fungible with the existing shares of the Company and will be traded on the same

line under ISIN Code FR0010540740.

6.2 Listing market

The new shares will be admitted to trading on Euronext Paris.

6.3 Simultaneous offers of the Company's shares

Not applicable.

6.4 Liquidity agreement

In accordance with the authorisations that were granted by the shareholders’ general meetings of

the Company, the Gérant, has implemented share buy-back programs, since fiscal year 2008,

through several consecutive liquidity agreements and mandated independent investment

services providers to carry out these operations. These agreements comply with the code of

ethics of the French Financial Markets Association, which code was approved by the AMF. The

shareholders’ general meeting of the Company on January 13, 2015 has extended the term of the

share buy-back program from August 12, 2015 to July 13, 2016. The current liquidity

agreement was entered into with Oddo Corporate Finance on April 2, 2009 and has been

renewed on April 1, 2010 for a one-year period and with a tacit renewal (subject to the

extension of the share buy-back program) (the “Liquidity Agreement”).

The Liquidity Agreement has been suspended and will remain suspended at least until April 8,

2015 (i.e., until the end of the Mandatory Tender Offer period).

6.5 Stabilization - Interventions on the market

The Company has no plans for any stabilization transactions or interventions on the market.

62

7. HOLDERS OF SECURITIES WISHING TO SELL

Not applicable.

63

8. EXPENSES RELATING TO THE ISSUANCE

Proceeds and costs relating to the Company's Capital Increases.

The gross proceeds are equal to the number of new shares to be issued multiplied by the

subscription price per new share. The net proceeds are equal to the gross proceeds decreased by

the costs referred to below.

By way of indication, the gross proceeds and estimated net proceeds of the Company's Capital

Increases are expected to be as follows:

gross proceeds from the Rights Offering to be implemented in cash: €350,788,410;

gross proceeds from the Reserved Capital Increases to be implemented by way of set-

off against receivables: €492,000,000;

total gross proceeds from the Company's Capital Increases to be implemented partly in

cash and partly by way of set-off against receivables: €842,788,410;

fees paid to financial intermediaries and legal and administrative fees: approximately

€12 million;

estimated net proceeds: approximately €831 million.

64

9. DILUTION

9.1 Impact of the Company's Capital Increases on the proportion of equity held

By way of illustration, the impact of the Company's Capital Increases on the per-share value of

consolidated shareholders' equity attributable to the Group (calculated on the basis of

consolidated shareholders' equity attributable to the Group as of December 31, 2014 – as

reflected in the non-audited consolidated accounts as of December 31, 2014 –, and the number

of shares comprising the Company’s share capital as of December 31, 2014, after deduction of

the shares held directly by the Company in treasury) would be as follows:

Consolidated shareholders'

equity per share (in €) (1)

Before issuance of the new shares resulting from the Company's

Capital Increases (4.37)

After issuance of 393,600,000 new shares resulting from the

Reserved Capital Increases 0.75

After issuance of 350,788,410 new shares resulting from the Rights

Offering 0.47


Company's Capital Increases 0.86

(1) It should be noted that as of the date of this Prospectus, there is no instrument or securities that might dilute

the share capital of the Company

9.2 Impact of the Company's Capital Increases on the shareholder's position

By way of illustration, the impact of the issuances on the equity interest of a shareholder

holding 10% of the Company's share capital prior to the Company's Capital Increases

(calculated based on the number of shares comprising the share capital of the Company as of

December 31, 2014) would be as follows:

Shareholder's interest

(in %) (1)

Before issuance of the new shares resulting from the Company's

Capital Increases 10.0


Company's Capital Increases, the relevant shareholder not being

entitled to subscribe to the Reserved Capital Increases and not

subscribing to the Rights Offering

0.5



entitled to subscribe to the Reserved Capital Increases and

subscribing to the Rights Offering

5.0



entitled to subscribe to the Reserved Capital Increases, subscribing

to the Rights Offering and exercising in full its Rights to Acquire

Company’s Shares (2)

10.0

(1) It should be noted that as of the date of this Prospectus, there is no instrument or securities that might dilute

the share capital of the Company.

(2) In the case where the relevant shareholder would not have tendered a single share to the Mandatory Tender

Offer.

65

10. ADDITIONAL INFORMATION

10.1 Advisers having an interest in the offering

Not applicable.

10.2 Expert's report

Not applicable.

10.3 Information included in the Prospectus obtained from a third party

In accordance with Article 261-2 of the AMF general regulation, the opinion from an

independent expert has been requested, the latter being responsible for appraising the financial

conditions of the Reserved Capital Increases, and, in particular, the fairness of the Conversion

Price at which the indirect subsidiaries of Disney will subscribe. The consultancy firm Ledouble

S.A.S., appointed in such capacity, delivered its report on December 24, 2014. This report,

which was made available to shareholders at the Company’s registered office and on the

Company’s website on December 26, 2014, i.e., more than ten trading days before the

shareholders’ general meeting held to approve, in particular, the Reserved Capital Increases, is

provided in Appendix A to this Securities Note. The conclusions of the independent expert on

the fairness of the Conversion Price are summarized below:

“Upon completion of our valuation work on ED S.C.A. shares based on the market

information available to us on the date hereof, which does not preclude future change, we

believe that the €1.25 Conversion Price underlying the Reserved Capital Increases for EDI

S.A.S. and EDLC S.A.S. is fair to current ED S.C.A. shareholders, under the Transaction; in

this regard, we have verified the fairness of shareholders treatment.

Our financial analysis of the Recapitalization plan as prepared and which is indispensable,

illustrates the fairness of the Transaction, measured not only with respect to its pecuniary

component, but also in respect of the provided solution for business continuity.”

66

Appendix A

Report of the consultancy firm Ledouble S.A.S. on the Reserved Capital Increases

Translation for information purposes only

Euro Disney SCA

Capital Increases Reserved

for Euro Disney Investments SAS

and EDL Corporation SAS

-=-

Independent Expert Report


ED SCA – Report of the Independent Expert on the Reserved Capital Increases - 2 -

For the Mandatory Public Tender Offer (“MPTO” or “Offer”) for the shares of

Euro Disney SCA (“ED SCA” or the “Company”) being launched by the concert

consisting of EDL Holding Company LLC (“EDL Holding”), Euro Disney Investments

SAS (“EDI SAS”) and EDL Corporation SAS (“EDLC SAS”), said three subsidiaries

of The Walt Disney Company1 (“TWDC”) are collectively referred to as the “Concert”

or the ”Initiator”, on October 5, 2014 Ledouble SAS (“Ledouble”) was appointed as

an independent expert by the ED SCA Supervisory Board (the “Supervisory Board”)

to assess the fairness of the tender offer price of €1.25 per share for ED SCA

shareholders.

The Supervisory Board also appointed us, on the 4th of November 2014, to assess

the fairness of the €1.25 conversion price (the “Conversion Price”) for two capital

increases reserved for EDI SAS and EDLC SAS (the “Reserved Capital Increases”),

subscribed for offsetting receivables held by said two companies to ED SCA; the

Reserved Capital Increases will take place prior to the Offer. This independent expert

report (the “Report”), which is issued prior to the Fairness Opinion regarding the

fairness of the offer price (the “Fairness Opinion”), covers the Reserved Capital

Increases, and forms an integral part of the transaction memorandum which describes

the transactions (the “Transaction Memorandum”2).

Regulatory Framework of the Independent Expert’s Assignment

The designation of Ledouble was motivated by the desire to ensure as much

information as possible of the shareholders of the Company, and falls within the scope

of Article 261-23 of the General Regulations of the French Financial Markets Autority

1 Depending on the company, TWDC holds directly or indirectly all the equity of these three

subsidiaries. 2 The term "Transaction Memorandum" should be regarded as the capital increase with preferential

subscription rights, with Reserved Capital Increases and Shares Acquisition Right described below

(§ 1.3); we will use the term in the report "Transaction" in the broadest sense of all stages of

recapitalization and debt reduction Group Euro Disney SCA, including the Offer (§ 1.3). 3 Article 261-2 of the General Regulations of the AMF: “Any issuer which completes a reserved capital

increase with a discount compared to the stock exchange price which exceeds the maximum discount authorized

for a capital increase without a preemptive subscription right and grants shareholders, acting singly or in a group

within the meaning of Article L. 233-10 of the French Commercial Code, control over the issuer within the meaning

of Article L. 233-3 of said code, must appoint an independent expert who will apply the provisions of this section.”

TWDC controls the Company prior to the Transaction



(Autorité des Marchés Financiers or ("AMF") and application instruction No. 2006-08 as

supplemented by the AMF recommendations dated September 28, 20064.

Our assignment covers the Reserved Capital Increases and consists of assessing their

fairness in the context of the Company’s recapitalization and deleveraging (the

“Transaction”) as described below (§ 1.3); our work did not include analyzing the

appropriateness of the Transaction. We will describe how it responds to a number of

constraints but we do not take a position on excluded solutions by the Company or the

Initiator.

Our diligences were conducted in accordance with the provisions of Article 262-15 of

the General Regulations of the AMF, application instruction No. 2006-08 and the AMF

recommendations dated September 28, 2006, cited above.

The work program used and the fees received for this independent expert report are

listed in Appendix 1 and the action timetable in Appendix 2.

The documentary basis which supports our work appears in Appendix 4.

This Report falls within the scope of Article 262-2.I6 of the AMF General Regulations.

4 Recommendations amended on October 19, 2006 and July 27, 2010. 5 Article 262-1 of the General Regulations of the AMF: “I. - The independent expert must prepare a report on

the financial terms and conditions of the offer or the transaction the content of which is specified by AMF

instruction. This report must include, inter alia, the declaration of independence mentioned in Article 261-4(II),

a description of the steps taken and a valuation of the company in question. The conclusion of the report must be

presented in the form of a fairness statement.

No other form of opinion may be deemed to constitute a fairness statement.

II. - As of his appointment, the expert must have sufficient time to prepare the report specified in I based on the

complexity of the transaction and the quality of the information made available. This period may not be less than

fifteen trading days.” 6 Article 262-2.I of the General Regulations of the AMF: “I. - In the case described in Article 261-2, the issuer

must distribute the independent expert report at least ten trading days prior to the shareholder meeting called to

authorize the transaction or, if the shareholders have delegated their authority, immediately after the decision of

the board of directors or executive committee, in accordance with the following procedures:

1° Make it available at no cost at the issuer’s principal office;

2° Issuing a press release (Order of April 18, 2007) “in accordance with the procedures described in Article

221-3”;

3° Publication on the issuer’s site Order of April 18, 2007) “...”.”



Independence

Ledouble is independent from the Company, the Initiator and their legal7 and

financial8 advisors (“the Advisors”), as well as from the underwriter (établissement

présentateur) appointed for the Offer 9 (the “Underwriter”):

- Ledouble has no legal or financial ties with the Company, the Initiator or the

Advisors;

- we do not have any of conflict of interest within the meaning of Article 261-4 of

the AMF General Regulations and Article 1 of the aforementioned AMF

instruction No. 2006-08; for information purposes, Appendix 6 contains a list of

the most recent independent expert reports and financial analyses completed

by Ledouble, with the underwriters for the transactions in question10;

- we feel that the assignment given to us will not require us to work on a recurring

basis with the Advisors and the Underwriter11.

Therefore, in accordance with Article 261-4 of the AMF General Regulations, we

confirm that there is no known past, present or future tie with the Company, the

Initiator, the Advisors or the Underwriter that could affect our independence and the

objectivity of our judgment in the performance of our assignment; therefore, we were

able to complete this assignment on a fully independent basis.

The skill set of the team which completed the independent expert report on the

Conversion Price (“the Expert report”) is listed in Appendix 5.

Activities Conducted

Our activities were generally conducted jointly with those required for the Fairness

Opinion and consisted of familiarization with the business and environment of the

Company and its subsidiaries and, after a diagnostic of this information, of a multi-

criteria valuation of the ED SCA Group (the “Group”), of which the Company is the

holding entity, as well as an analysis of the positioning of the Conversion Price relative

to the fundamental value of ED SCA shares using the Group’s multi-criteria valuation.

7 Sullivan & Cromwell and Cleary Gottlieb Steen & Hamilton, legal advisors of the Company and the

Initiator, respectively. 8 Morgan Stanley and Moelis, the financial advisors of the Company and the Initiator, respectively. 9 BNP Paribas. 10 This declaration of independence is valid for the partners and employees of Ledouble who

participated in the assignment whose profiles are listed in Appendix 5. 11 Within the meaning of Article 261-4 I of the General Regulations of the AMF.



We also performed a financial analysis of the Operation and verified the equal

treatment of shareholders.

These activities included, in particular:

- contacts and meetings with the individuals responsible for the Transaction

within ED SCA and with the Advisors12; a contact list is included in Appendix 3;

- familiarization with documentation presenting the Transaction to the

Supervisory Board and the related legal documentation13;

- use of the legal, accounting and financial information of ED SCA, its direct

subsidiary Euro Disney Associé SCA (“EDA SCA”) and its indirect subsidiary14

EDL Hôtels SCA, based on the last fiscal year ended September 30, 2014;

- a review of the Company’s public and regulatory information15;

- a review of the events that affected the Company over recent fiscal years16 and

the current fiscal year;

- a review of notes from brokers and meetings with the sole analyst in charge of

monitoring ED SCA shares since the Transaction announcement;

- a review of the deployment and factors affecting the attractiveness of and

attendance at the theme parks and the hotels operated by EDA SCA;

- an assessment of investment requirements related to the use of EDA SCA and

EDL Hôtels SCA assets;

- a detailed study of the structure of the Company’s consolidated Business Plan

(the “Business Plan”17) and an assessment of its proactive nature compared, in

particular, to the forecasts developed prior to the Transaction18 and the results

of recent fiscal years19;

12 As of the date hereof, we have not had any contact with the underwriter which will participate at the

Offer stage. 13 In particular, the proposal of Recapitalization which was sent by TWDC to the Manager and to the

Chairman of the Supervisory Board. 14 Via EDA SCA, which owns 99.9% of the equity of EDL Hôtels SCA (§ 1.4). 15 Which may be viewed in part on the Company’s information site. [On line],

http://corporate.disneylandparis.com [November 27, 2014 reference]. 16 In particular, the refinancing in 2012. 17 “FY 14 Long Term Plan”. 18 “FY 12 Long Term Plan”. 19 Since September 30, 2012.

http://corporate.disneylandparis.com/



- analysis of the property values determined internally and by experts, as well as

the insurance values of the real estate assets of the Group;

- a multi-criteria valuation of ED SCA shares20;

- a comparison of the Transaction with similar restructuring plans completed in

the past by listed companies which involved, in particular, the exercise by

shareholders of their preferential subscription rights (“PSR”) and resulted in

the listing thereof;

- a review of the legal and financial consultations completed as of the date hereof

at the Company’s or the Board request and the draft resolutions of the ED SCA

shareholder meeting called to approve the Reserved Capital Increases;

- a comparison of the Conversion Price with the value of the ED SCA securities

on EDL Holding’s books;

- an analysis of alternative restructuring solutions that could be envisaged prior

to finalizing the terms and conditions of the Transaction and a comparison with

the Group’s refinancing plan selected by the Initiator;

- a meeting with an ED SCA shareholder that disagrees with the terms and

conditions of the Transaction and a review of its proposals as of Report drafting.

Statements Obtained and Assignment Limits

We obtained confirmations from management of the Company (“The Management”)

and TWDC regarding some of the Transaction aspects.

In accordance with standard practice for independent expert reports, the purpose of

our valuation work was not to confirm the historical and forward-looking information

used; we merely ensured its reasonableness and consistency. In this regard, we

assumed that all information that has been provided to us by our contacts in

connection with our assignment was reliable and transmitted in good faith.

20 Based on (i) the ED SCA share price ante and post Transaction announcement and the target price

calculated by the analyst who tracks the stock (§ 3.2), (ii) the Business Plan which explains the

discounted cash flow valuation at the Group level (§ 3.3) and the peers multiples of a sample of

comparable companies (§ 3.4), and (iii) the revaluation of consolidated net assets (§ 3.5).



This Report does not constitute a recommendation to the participation of the

Transaction’s components to which the Company’s shareholders can participate.

Structure of the Report

We present in sequence:

- Transaction goals and scope (§ 1);

- Group’s business (§ 2);

- Our multi-criteria valuation of the Company’s shares (§ 3) and a summary of

this work (§ 4);

- The Transaction financial analysis (§ 5);

- Our assessment of the fairness of shareholder treatment (§ 6).

The conclusion states the fairness of the Conversion Price on the basis of the multi-

criteria valuation of ED SCA shares, the financial analysis of the Operation and the

assessment of the fair treatment of shareholders (§ 7).

The amounts used below may be expressed in Euros (€), thousands of Euros (€ k),

millions of Euros (€ M) or billions of Euros (€ Bn).

The Group companies close their annual financial statements at the end of September;

we have used the convention that the fiscal year N closes September 30, N; for example,

fiscal year 2014, which is now closed, is the fiscal year which ended September 30,

2014.

References between parties and chapters of the Report are shown in parentheses using

paragraph sign (§).



1. DESCRIPTION OF THE TRANSACTION

1.1. ED SCA

ED SCA is a company limited by shares (société en commandite par actions), with share

capital of €38,976,490, divided into 38,976,490 shares with a par value of €1, located at

1 Rue de la Galmy in Chessy (77700), and registered with the Meaux Trade and

Companies Registry21.

The Company is managed by its general partner, Euro Disney SAS (“ED SAS”)22,

indirect subsidiary, as represented by its Chairman, Mr. Tom Wolber.

The equity shares of the Company are traded on the Euronext Paris market,

compartment B23.

The principal asset of the Company is its 82%24 equity holding of EDA SCA, the

operating company of Disneyland Paris; therefore, ED SCA’s valuation is directly

dependent on that of EDA SCA.

ED SCA and the companies in the Group close their fiscal years on September 30 of

each calendar year.

1.2. Concert

The Concert consists of EDL Holding, EDI SAS and EDLC SAS, which are affiliated

with TWDC25 and EDA SCA as follows (§ 1.4):

- TWDC indirectly holds, through EDL Holding, which it controls, 39.78% of the

equity and voting rights of the Company; TWDC also controls ED SAS and

21 Under number 334 173 887. 22 The sole manager of the Company, ED SAS is also the manager of EDA SCA and EDL Hôtels SCA,

the operational subsidiaries of ED SCA (§ 1.4). 23 Under the code FR0010540740. 24 The balance of EDA SCA’s equity (18%) is controlled by TWDC via its EDI SAS (9%) and EDLC SAS

(9%) subsidiaries, which are wholly owned by TWDC (§ 1.2. and § 1.4). 25 TWDC is a media conglomerate whose business is organized around five segments: television and

media (Media Networks), amusement parks and resorts (Parks and Resorts), film (Studio

Entertainment), derivative products (Consumer Products) and interactive products (Interactive

segment). Parks and Resorts represents the second largest contribution to TWDC sales, due in particular

to the 11 theme parks and 44 hotels located in the United States, France, Tokyo and Hong Kong. As

owner of the trademarks and/or manager, TWDC bills its operators, including EDA SCA, for amounts

regarding Royalties and Management Fees.[On line],

http://thewaltdisneycompany.com/ [November 27, 2014 reference].

http://thewaltdisneycompany.com/



EDL Participation SAS, the Manager and the sole general partner of the

Company, respectively;

- EDI SAS and EDLC SAS, which are 100% controlled by TWDC and EDA SCA

sponsored shareholders, each holds 9% of EDA SCA’s equity.

1.3. Conduct of the Transaction26

The Transaction includes multiple recapitalizations of ED SCA and its EDA SCA

operational subsidiary (“The Recapitalization”), which, with respect to ED SCA, will

take place chronologically as follows:

- a gross capital increase of €350,788,410 with a continuation of the PSR to allow

ED SCA shareholders to exclusively subscribe for an irrevocable subscription

right (the ”Capital Increase with PSR”), with a subscription parity of 9 new

shares issued for 1 share held, at a subscription price of €1 per share (the

“Subscription Price”), representing a 20% discount compared to the theoretical

price of the share without the PSR or a Theoretical Ex-Rights Price (“TERP”) of

€1.25 as of the Transaction announcement date27; EDL Holding, which holds

39.78% of ED SCA’s shares, will exercise all of its PSR, and has also already

agreed to subscribe for all shares that will not be subscribed for by the other

PSR holders28 at the Subscription Price (backstop commitment);

- the Reserved Capital Increases for EDI SAS and EDLC SAS, which are the focus

of the Report, of €246,000,000 each, subscribed for by way of set-off against a

€492,000,000 receivable owed to these two companies by ED SCA29, at the €1.25

Conversion Price, equal to the TERP;

- the Offer at €1.25, equal to the TERP, after the increase of the ownership interest

of EDI SAS and EDLC SAS, and, if the backstop commitment is triggered, of

EDL Holding, in ED SCA’s equity30;

26 In the October 6, 2014 Transaction announcement. [On line],

http://corporate.disneylandparis.fr/CORP/FR/Neutral/Images/fr-2014-10-06-Projet-de-Recapitalisation-

Euro-Disney.pdf [November 27, 2014 reference]. 27 The €1.25 TERP was calculated based on the closing price on October 3, 2014 (last trading day

preceding the Transaction announcement), i.e., €3.46; as a result, the theoretical value of the PSR is €2.21. 28 No subscription with an optional subscription right is allowed in the capital increase with PSR. 29 After the acquisition by ED SCA of receivables owed to EDI SAS and EDLC SAS by EDA SCA in the

same amount. 30 The draft Offer takes into account the regulatory obligations specified in Articles 234-2 and 234-5 of

the General Regulations of the AMF, as the Initiator, which indirectly holds between 30% and 50% of

the total number of the equity securities in the Company, will further increase this ownership interest

by more than 1% in less than twelve months.

http://corporate.disneylandparis.fr/CORP/FR/Neutral/Images/fr-2014-10-06-Projet-de-Recapitalisation-Euro-Disney.pdf

http://corporate.disneylandparis.fr/CORP/FR/Neutral/Images/fr-2014-10-06-Projet-de-Recapitalisation-Euro-Disney.pdf



- the right for ED SCA’s shareholders to acquire, at the Conversion Price and

prorata their ownership interest31, a portion of ED SCA’s shares issued for the

Reserved Capital Increases, to find themselves, in fine, in the situation in which

they would have been had they been able to directly participate in Reserved

Capital Increases pari passu on an equal basis with EDI SAS and EDLC SAS (the

“Shares Acquisition Right”);

- a re-profiling of the provisions of the current term loans made by EDI SAS and

EDLC SAS to ED SCA, the principal amount of which will be €983 M upon

conclusion of the Reserved Capital Increases, representing almost all of the

Group’s debt which would be fully reimbursable in December 202432 (the

“Residual Debt”); a €350 M renewable credit line with a December 2023

maturity will complete this mechanism (to replace the credit lines existing prior

to the Transaction), which provides that the Residual Debt may eventually be

refinanced33.

After the aforementioned Capital Increase with PSR and the Reserved Capital

Increases of €351 M and €492 M, respectively, EDA SCA will complete a €1Bn capital

increase through an increase in the par value, for which its shareholders, including

ED SCA, would subscribe prorata their respective ownership interests in EDA SCA’s

equity, i.e., 82% for ED SCA which would subscribe for a total of €820 M34, of which:

- €328 M will be paid in cash using almost all of the net proceeds from the Capital

Increase with PSR35;

- €492 M will be paid by offsetting it against receivables owed to ED SCA by EDA

SCA36.

31 Prorata the smallest of the following ownership interests of ED SCA shareholders in the Company’s

equity: that held on the payment date for the capital increase with PSR, or that held on the closing date

of the Offer. 32 Versus initially in September 2028 (§5.2). 33 The cash-flows in the Business Plan do not in and of themselves allow the Residual Debt to be repaid. 34 €1 Bn * 82%. 35 €351 M, less, inter alia, Transaction expenses. 36 Receivables owed by EDA SCA acquired earlier by ED SCA from EDI SAS and EDLC SAS

(see supra).



The balance of €180 M of the EDA SCA capital increase will be subscribed for at par

by EDI SAS and EDLC SAS (€90 M each), with €72 M paid in cash and €108 M in offset

receivables.

In sum, in addition to the delay in repayment of term loans made by EDI SAS and

EDLC SAS to EDA SCA until December 2024 and the re-profiling of the current credit

lines cited above, the overall recapitalization project consists of ED SCA and its

operational subsidiary EDA SCA making a €423 M37 cash contribution and a €600 M38

equity conversion of receivables, respectively (§3.3.2)39.

37 Capital increase with PSR of ED SCA: €351 M + capital increase of EDA SCA subscribed for in cash by

EDI SAS and EDLC SAS: €72 M. 38 Reserved capital increases of ED SCA: €492 M + capital increase of EDA SCA subscribed for by way

of set-off against receivables held by EDI SAS and EDLC SAS: €108 M. 39 Source: draft 2014 reference document, Section B.2 “Group and Parent Company Management

Report”, section “Update on Recent and Upcoming Events”, sub-section “Recapitalization plan”.



1.4. Group Organization Chart and Company Shareholder Structure

Below we provide the simplified Group’s legal structure:

At the end of September 2014, the Company’s shareholder structure, which is

particularly fragmented, is broken down as follows:

Source: Draft of 2014 reference document

Shareholding composition as of September 30, 2014

ShareholdersNumber of

shares (K)% of capital

EDL Holding Company Llc 15 504 39,8%

Kingdom 5-KR-134 Ltd 3 898 10,0%

Invesco Ltd 2 343 6,0%

Public 17 231 44,2%

Total 38 976 100%

Source: draft of 2014 reference document



Kingdom 5-KR-134 Ltd, which holds 10% of ED SCA’s equity and is the second-largest

shareholder, is indirectly controlled by H.M. Prince Alwaleed40; the investment fund

Invesco, the third-largest shareholder, held 6% of the equity. The balance of the

shareholders structure is dispersed among individual shareholders (the “Retail

Shareholders”) and institutional investors41.

The Company owns treasury stock pursuant to a liquidity agreement representing

approximately 0.6% of equity.

1.5. Impact of the Transaction on Equity Structure

The total number of shares we refer to for the valuation of the ED SCA shares, which

is 389,764,900 before Reserved Capital Increases and 783,364,900 prior the Offer,

includes, during the Recapitalization sequences (§ 1.3):

- a total of 38,976,490 common shares in circulation (§ 1.1);

- the issue of 350,788,410 new common shares resulting from the capital increase

with PSR, in a gross amount of €350,788,410 at a unit price of €1;

- the issue of 196,800,000 new common shares resulting from the Reserved

Capital Increase for EDI SAS, in a gross amount of €246,000,000 at a unit price

of €1.25;

- the issue of 196,800,000 new common shares resulting from the Reserved

Capital Increase for EDLC SAS, in a gross amount of €246,000,000 at a unit price

of €1.25.

We have ignored the impact of the treasury stock, the amount of which is very low

compared to outstanding shares (§ 1.4).

40 As of the date hereof, Kingdom 5-KR-134 Ltd has disclosed in the press its intent to subscribe for the

capital increase with PSR. [On line], http://fr.reuters.com/article/idFRL6N0S83VD20141013 [November

27, 2014 reference]. 41 According to an internal study completed in September 2014, Retail and institutional investors

represent 30% and 13% of the Company’s equity, respectively.

Impact of the Transaction on the number of shares

In thousands of shares

Outstanding shares as of September 30, 2014 38 976

Capital increase with subscription rights 350 788

Number of shares before Reserved Capital Increases 389 765

Reserved Capital Increase to EDI SAS 196 800

Reserved Capital Increase to EDLC SAS 196 800

Number of shares before the Offer 783 365

http://fr.reuters.com/article/idFRL6N0S83VD20141013



The impact of the Transaction on consolidated equity42 is as follows (§ 1.3):

42 Excluding Transaction costs.

Impact of the Transaction on consolidated Equity (M€)

Steps

Group

share of

equity

Minority

interestsTotal

Equity as of September 30, 2014 (167) (31) (198)

ED SCA capital increase with DPS 351 0 351

Equity before the Reserved Capital Increases 184 (31) 153

ED SCA Reserved Capital Increases 492 0 492

EDA SCA capital increase subscribed by EDI SAS 74 16 90

EDA SCA capital increase subscribed by EDLC SAS 74 16 90

Equity before the Offer 824 1 825



2. DESCRIPTION OF THE GROUP

Prior to applying the multi-criteria valuation to the Company‘s securities (§ 3), we

committed to understand the Group’s business and economic model and analyze its

financial structure.

2.1. Business

2.1.1. History and Growth of the Group43

The Eurodisneyland project in France was born from the desire to create a partnership

between TWDC, on the one hand, and the French Government, the Greater Paris (Ile-

de-France) region, the Seine-et-Marne department, the RATP and the l’Etablissement

Public d’Aménagement de la Ville Nouvelle de Marne-la-Vallée (The Corporation for the

Public Development of the New City of Marne-la-Vallée), on the other hand, which

are all parties to an agreement signed March 24, 1987 (the “Agreement”).

The desire for joint development of a major tourist destination and a center for

economic development in the east of Paris area resulted, in particular, in a general

interest project with a focus on implementing the Agreement on the territory and

creating a Public Development Institution (“PDI”).

Project development was spread over four major development phases:

- Phase 1 (1989-1997): the first phase was marked by the opening in 1992 of the

Disneyland Paris theme park, the entertainment Disney Village center, a hotel

complex, two convention centers, a golf course, the creation of the water

transmission, distribution and sewage networks, construction of the main support

infrastructure, with, in particular, the creation of the Marne-la-Vallée-Chessy RER-

TGV train station, the beginning of the urban development of the adjacent towns

and communes by creating housing and public infrastructure.

43 Primary sources:

- Meetings with the management;

- Reference documents and annual reports;

- The Agreement and its amendments;

- Vitte P. (2002). Le pôle urbain Val d’Europe Disneyland Paris dans l’aménagement de l’est francilien (The

Val d’Europe Disneyland Paris Urban Center and the Development of Greater Paris);

- Lafitte M., Santel G., Wellhoff F. (2008). Rapport de mission sur les perspectives de développement du

secteur IV de Marne-la-Vallée et du projet Eurodisneyland (Report on the Development Prospects of

Sector IV of Marne-la-Vallée and the Eurodisneyland Project);

- Inter-ministerial Delegation to the Euro Disney Project (2012). Disneyland Paris - Etude de contribution

économique et sociale (Disneyland Paris - Economic and Social Contribution Study);

- Xerfi (2014). Euro Disney;

- Xerfi (2013). Les parcs de loisirs en France (Theme Parks in France).



- Phase 2 (1998-2002): the second development phase led to the opening in 2000 of

the new Val d’Europe urban center and, in 2002, the second Theme Park, “Walt

Disney Studios”, dedicated to film, television, animated films and new audiovisual

technologies; it included the completion of the Serris-Montévrain RER train station

and the continuation of urban development and real estate projects.

- Phase 3 (2003-2013): the third phase emphasized real estate development programs

and public infrastructure improvements. In September 2010, an amendment to the

Agreement was signed which, inter alia, secured the lands rights of the Group until

203044 and the Nature Villages project, in partnership with Pierre & Vacances Center

Parks45. Initially scheduled for completion in 2010, the third phase of the project was

amended in 2012 to ensure the continuity in the completion of phase 3 development

and the launch of phase 4.

- Phase 4 (2014): the recent signature, in September 2014, of the fourth phase allowed

land to be reserved for EDA SCA and Nature Villages de Val d’Europe SAS

pursuant to a detailed program agreement which establishes the development

procedures and subsequent timetable.

2.1.2. Group Business and Strategy

The Group’s business can be broken down in two separate segments46:

- the Resort operating segment, which mainly includes the operation of the Theme

Parks, the Hotels and the Disney Village.

- the real estate development operating segment, including the management of lands

rights to more than 2,200 hectares47 housing the Val d’Europe urban area and the

Nature Villages ecotourism project developed as part of a joint venture with Pierre

& Vacances Center Parks (§ 2.1.1).

44 Amendment No. 8 to the Agreement is valid until 2030, but the Agreement provides for the

disposition of the lots thereafter, until December 31, 2035, the latest date by which the deeds of sale of

the saleable lots must be completed, subject to certain conditions. 45 Presentation to analysts of Amendment No. 8 to the Agreement with the French Government.

[On line],

http://corporate.disneylandparis.fr/CORP/FR/Neutral/Images/fr-2010-09-14-presentation-analysts-

amendment-agreement-1987.pdf [November 27, 2014 reference]. 46 This breakdown is used by the Group to present sector information (IFRS 8). 47 Approximately half of the land area is still to be developed.

http://corporate.disneylandparis.fr/CORP/FR/Neutral/Images/fr-2010-09-14-presentation-analystes-avenant-convention-1987.pdf




2.1.2.1. Resort operating segment

(i) Theme Parks

The Group operates two theme parks, “Disneyland Paris” and “Walt Disney Studios”

(the “Theme Parks”), which opened in 1992 and 2002, respectively (§ 2.1.1).

The first park allows its visitors to travel through five thematic universes covering a

land area of approximately 50 hectares, which include around 40 attractions,

26 restaurants and 35 stores. In addition to the attractions, park visitors may attend

parades and shows which feature Disney characters.

The second park, which is dedicated to film, television, animated films and new

audiovisual technologies, is located on approximately 25 hectares and includes, as of

the date hereof, 18 attractions, the most recent of which, “Ratatouille : l’Aventure

Totalement Toquée de Rémy”, opened to the public in July 2014; it also offers

54 restaurants and 10 stores selling derivative products based on Disney themes.

(ii) Hotels

The hotel complex consists of seven hotels (the “Hotels”), with a current total capacity

of 5,800 rooms; it covers all market segment48 and includes a dozen restaurants/cafés,

eight stores and numerous leisure facilities.

The hotel facilities also include two convention centers which allow the Group to

organize seminars, conferences and exhibitions.

The Group has also concluded partnership agreements49 with eight hotels located near

its operational site.

(iii) Disney Village

This entertainment center, which serves as a link between the Theme Parks and the

Hotels, was created on four hectares which include restaurants, recreational facilities

(movie theaters, shows) and stores; some of these facilities are operated by third

parties.

48 The basic and very high-end product lines are represented by Disney’s Davy Crockett Ranch and the

Disneyland Hotel, respectively. 49 Marketing and/or sales agreements.



2.1.2.2. Real Estate Development operating segment

Real estate development is covered by the Agreement and its amendments, pursuant

to which the Group controls a total of 2,230 hectares (the”Real Estate Holdings”).

The expansion of the Theme Parks, the increase in hotel capacity and business tourism

facilities and the creation of an innovative ecotourism center (Nature Villages50) form

part of the strategic development focuses supported by real estate development.

The Real Estate Holdings are developed in phases and must maintain a certain pace,

which must be confirmed on dates agreed upon in advance51. Failure to comply with

certain conditions related to site development could result in some of the real property

rights being terminated.

2.2. Operational and Financial Analysis

2.2.1. Major Geographic Markets

The Group’s business depends on the European economic environment, and in

particular, that of France, the United Kingdom and Spain, as almost three quarters of

the visitors to the Eurodisney site historically come from these countries.

50 Villages Nature, press packet available for consultation. [On line],

http://corporate.disneylandparis.fr/CORP/FR/Neutral/Images/fr-2010-11-24-dossier-press-villages-

nature.pdf [November 27, 2014 reference]. 51 The next deadline is December 31, 2020, by which time at least 1,675 hectares of the real estate must

be improved, about two-thirds of the total Real Estate Holdings.

0%

10%

20%

30%

40%

50%

60%

France United

Kingdom

Spain Netherlands Belgium Other

Geographical breakdown of Theme Parks attendance

2008 2009 2010 2011 2012 2013

http://corporate.disneylandparis.fr/CORP/FR/Neutral/Images/fr-2010-11-24-dossier-presse-villages-nature.pdf




The percentage of foreign visitors fell slightly after the 2008 crisis, as the difficult

economic environment notably affected Southern European countries (Spain and Italy)

and the United Kingdom; in 2012 and 2013, more than half of Theme Park visitors were

French.

2.2.2. Analysis of Operational Performance

The operational performance of the Theme Parks and Hotels, which account for the

majority of the Group’s revenue52, is primarily based on attendance and average

spending per visitor concerning the Theme Parks, and based on occupation rates and

average spending per room concerning the Hotels :

Despite the economic slowdown, the Group was able to maintain annual attendance

of the Theme Parks at more than 15 million visitors until 2012, when attendance

reached a record of 16 million visitors during the 20th anniversary of Disneyland Paris.

In 2013, attendance at the Theme Parks dropped sharply (-7%), due, in particular, to

the fact that 2012 was an exceptional year as a result of the 20th anniversary, a

weakening for a second consecutive year in household purchasing power53 and

unfavorable weather conditions. Despite the success of the Ratatouille attraction,

inspired by the animated film, which opened at Walt Disney Studios in July 2014, for

the fiscal year closed September 30, 2014, the Group experienced another serious

reduction in Theme Park attendance, mainly due to a reduction of French visitors54.

Despite the economic environment, the special attention devoted to maintenance and

development investment since 2009 has improved visitors’ perception of value for

money.

52 The real estate development segment does not materially contribute to the Group’s revenue; sales in

this segment mainly consist of land sales to real estate promoters. 53 Source: Xerfi (2014). Euro Disney. 54 The drop in visitation in 2014 was partially offset by a resumption of visitors from Spain and the

United Kingdom.

15,3 15,4 15,0 15,6 16,014,9

14,2

46

4445

46 4648

51

40 €

45 €

50 €

55 €

60 €

0

5

10

15

20

2008 2009 2010 2011 2012 2013 2014

Theme Parks drivers

Attendance (in millions of guests)

Average spending per guest (€)

91%87% 85% 87%

84%79%

75%

211201

210220

231 235 232

150

200

250

300

30%

40%

50%

60%

70%

80%

90%

100%

2008 2009 2010 2011 2012 2013 2014

Hotels drivers

Occupancy rate Average spending per room (€)



Group sales from 2008-2014 were affected by a significant drop in the Hotel occupation

rate due to a smaller percentage of foreign visitors, a reduction in stays (causing a

reduction in the number of overnight stays) and renovation work (which can

temporarily reduce capacity). By launching a multi-year Hotel renovation program,

however, the Group has been able to justify an increase in rates to its customers.

2.2.3. Sales

Group sales essentially consist of revenue related to the Resort operating segment, as

the contribution of the other businesses in this segment has been stable since the 2008

financial crisis :

In 2012, the Group was able to return to pre-crisis sales levels; this, however, was due

to a visitor surge related in part to the major media coverage of the 20th anniversary of

the Disneyland Paris park. The increase in rates and average spending per visitor has

not, however, offset the attendance decrease since then; in a period of economic

uncertainty, household expenses on travel and leisure and corporate budgets, which

determine the site attendance, are the most affected.

54% 56% 54% 56% 57% 56% 56%

39% 39%38%

39% 39% 39%38%

4% 4% 4% 3% 3% 3% 3%3% 1% 5% 2% 1% 2% 2%

1 331

1 231

1 2761 298 1 324

1 309 1 280

1000

1100

1200

1300

1400

0%

25%

50%

75%

100%

2008 2009 2010 2011 2012 2013 2014

Historic of Group revenues

Theme Parks (%) Hotels & Disney Village (%)

Other Resort Operating revenues (%) Real estate development segment (%)

Total Group Revenues (€M)



2.2.4. Operational Results

Below we show the change in the Group’s expenses and operating margin during the

same period, 2008-2014:

Compared to 2008, only personnel expenses and depreciation changed materially:

- Personnel expenses: due to inflation and an increase in employees55 and salaries,

the Group recorded annual growth of approximately 2.7% between 2008 and 2014;

the main expense entry, the number of employees and their training, determines

the quality of the services offered to Theme Park visitors and Hotel customers;

- Depreciation: the increase in investment programs, which is necessary to continue

and improve the quality of visitor experience and satisfaction, resulted in an

increase in depreciation expenses (+3.2% on a multi-year basis).

Other expenses, in particular licenses and management fees, marketing and sales

expenses and direct operating expenses56 remained almost stable during the period.

55 The average number of employees exceeded 14,200 in 2013 versus 13,601 employees in 2008. 56 Including, in particular, the cost of goods sold, the non-fixed expenses related to asset maintenance

and renovation, and taxes and duties.

7%2% 3% 1% 0%

(2%)(5%)

(10%)

(5%)

0%

5%

10%

15%

20%

0%

10%

20%

30%

40%

50%

2008 2009 2010 2011 2012 2013 2014

Group operating income (% of revenues)

Labor costs Royalties and management fees

Depreciation and amortization Other direct operating costs

Marketing and sales expenses General and administrative expenses

EBIT



The current levels of basic indicators described supra (§ 2.2.2), and in particular, Theme

Park visitation and Hotel occupation rate, are incompatible with a profitable

operational structure; the Group’s operating margin has been negative since 2013,

before taking the significant debt costs into consideration.

In addition, by definition, major expenses (personnel and real property assets

depreciation) may not be reduced without degrading service quality over the medium

and long-term, thereby affecting the Group’s competitiveness.

2.2.5. Current earnings before taxes

The Group’s current earnings before taxes evolved as follows over the same period,

2008-2014:

The Group’s heavy indebtedness precludes its profitability, as profit before tax has

been negative since 2009.

However, the last refinancing transaction in 2012 allowed net interest expenses, which

reached €76.5 in 2012 excluding the non-recurring impact of the refinancing

transaction57, to be substantially lowered, to about €50 million in 2013 and 2014.

57 The refinancing transaction resulted in €32 M in non-recurring financial expenses for refinancing

accounted for in 2012.

91

26 3412

3 (28) (65)

(88)(89)

(79)(76)

(104)

(51)(50)

2

(63)(45)

(64)

(100)(78)

(114)(150)

(100)

(50)

0

50

100

150

2008 2009 2010 2011 2012 2013 2014

Current earnings before taxes (€M)

EBIT Financial expenses Current earnings before taxes



2.2.6. Historical Investment

The Group is able to rely on the strong reputation of Disney characters to attract both

a French and foreign clientele. It dominates the French theme park market, which aside

from Euro Disney is notably made up of Compagnie des Alpes58 and l’Association du

Puy du Fou in France and Parques Reunidos59 in Spain. However, the constant

updating of its attractions and the quality of the experience that it offers to its visitors

remain major strategic challenges which require significant investment programs. In

this regard, the 2012 refinancing, owing to a reduction of the average interest rate on

debt and the elimination of the financial covenants related to previous financing

agreements, allowed the Group to improve its operational flexibility and investment

capacity.

Despite the capital-intensive pressure inherent in its business, the Group has fallen

behind its major competitors60 and Disney standards in terms of investment. During

the 2008-2013 period, the Group invested approximately 7% of its sales, i.e. 5% less

than the average of comparable companies (12%).

58 Parc Astérix, Parc du Futuroscope, La Mer de Sable and Walibi Sud-Ouest. 59 Parques Reunidos is one of the major players in the amusement and leisure park segment; the Spanish

group also manages animal parks, aquariums and two cable cars. 60 The peers referred to in the table supra are: Merlin Entertainment, Tivoli, Cedar Fair, Six Flags

Entertainment, la Compagnie des Alpes, Seaworld Entertainment, and Oriental Land, which we

selected as comparable in the analogical valuation of the Company’s shares (§ 3.4).

6172

100

71

150

121

155

5%6%

8%

5%

11%9%

12%

15%

11%10%

13% 12% 12% 12%

0%

5%

10%

15%

20%

0

30

60

90

120

150

180

2008 2009 2010 2011 2012 2013 2014

Breakdown of historical capex

Maintenance capex (€M) Demand driving capex (€M)

Capex as a percentage of revenues (%) Capex of peers (%)



2.2.7. Balance Sheet Structure

The Group’s balance sheet structure has changed as follows since 2008:

The Group’s resources consist mainly of TWDC loans (€1.7 Bn as of September 30,

2014) and, to a lesser extent, excess working capital generated by current business

(€200 to €300 M during the period). Due to accumulated deficits, the Group’s equity

has been negative since 2012.

Property, plant and equipment, the first asset entry on the balance sheet, mainly

includes buildings and attractions (€1.4 Bn61 as of September 30, 2014) and lands and

infrastructure (€284 M as of September 30, 2014).

61 Net book value, including construction in progress.

100% 50% 0% 50% 100%

2008

2009

2010

2011

2012

2013

2014

Balance sheet structure

Resources Uses

Property, plant and equipment

Other fixed assets

Working capital

Net debt

Other non-current liabilities

Minority interests

Shareholders' Equity



The steady reduction in the net book value of the tangible capital assets on the Group’s

balance sheet reflects its accumulated investment shortfall:

The Group’s off-balance sheet (except Villages Nature) undertakings totaled €281.7 M

as of September 30, 2014:

- €183 M in contingent obligations to TWDC are to cover development fee,62 which

TWDC agreed would not be due before October 30, 2027 and would be contingent

on achieving EBITDA greater than €473 M;

- €99 M in other contingent liabilities relate, inter alia, to the performance of long-term

services agreements.

As of September 30, 2014, the Group’s unused tax losses were approximately €2.3 Bn

which can be carried forward indefinitely63 (§ 3.3.7).

62 This compensation is mainly the cost incurred by TWDC between 1990 and 1994 for the design and

development of a second Theme Park. 63 Source : Draft of 2014 reference document.

1 715 1 636 1 583 1 502 1 469 1 427 1 358

344327

314297 286

278284

7073

7882 106

108134

1000

1400

1800

2200

2008 2009 2010 2011 2012 2013 2014

Evolution of Property, plant and equipement (net book

values in €M)

Buildings & attractions Lands & infrastructure Other



3. VALUATION OF ED SCA SHARES

We have applied a multi-criteria valuation approach and we explain below the rejected

valuation methods (§ 3.1) and then the valuation approaches which seemed to us to be

the most appropriate to assess the Conversion Price (§ 3.2 et seq.).

The reference date we used for the spot market price of an ED SCA share is October 3,

2014, the last trading day prior to the Transaction announcement.

Financial parameters such as the Company’s market capitalization post Transaction

announcement (§ 3.2) and peers multiples (§ 3.4) and the discount rate in the Business

Plan (§ 3.3.3) are those on November 27, 2014; by definition, they may change before

the issuance of the Fairness Opinion on the Offer price, that will intervene later.

We have done the ED SCA equity and share price valuation before both the Reserved

Capital Increases and the Offer.

We used 389,764,900 shares before the Reserved Capital Increases and 783,364,900

ED SCA shares before the Offer for our per share value calculations (§ 1.5).

The mutualization and management of the resort businesses into a single operating

segment did not allow us to develop a “sum of the parts” valuation (§ 2.1.2).

3.1. Rejected Valuation Methods

Hereafter, we explain why we did not use the Dividend Discount Model (§ 3.1.1) and

comparable transactions as valuation methods (§ 3.1.2).

3.1.1. Dividend Discount Model

Since the Company is not able to implement a regular dividend distribution policy, as

a result of the last financial results of the Group, the dividend discount model did not

seem to us appropriate.



3.1.2. Comparable Transactions

The method of comparable external transactions did not appear relevant to us as we

did not see in the recent past any reference transactions involving targets that could be

compared to the Group.

Further, the fragmented nature of the public information on equity sales in the

entertainment sector does not allow sufficient reference parameters to be obtained.

3.2. Analysis of the Stock Price and Target Price

The ED SCA share price has changed as follows since January 1, 2012, compared to the

CAC All tradable index:

The following are the major evolution in the ED SCA share price since January 1, 2012:

- significant volatility in 201264 as the price often reacted abruptly to the various

announcements, publications and rumors:

o on March 14, 2012 [1]: publication of the study on the “Economic and Social

Impact of Disneyland Paris (1992-2012)”65;

o on August 27, 2012 [2]: rumor that ED SCA would be purchased by its parent

company, TWDC;

64 The annual volatility of the daily price of ED SCA shares in 2012 was 75%. 65 Inter-ministerial Delegation to the Euro Disney Project (2012). Disneyland Paris - Economic and Social

Contribution Study.

0

500 000

1 000 000

1 500 000

2 000 000

2 500 000

3 000 000

3 500 000

4 000 000

0

2

4

6

8

Jan

-12

Feb

-12

Mar

-12

Ap

r-12

May

-12

Jun

-12

Jul-

12

Au

g-1

2

Sep

-12

Oct

-12

No

v-1

2

Dec

-12

Jan

-13

Feb

-13

Mar

-13

Ap

r-13

May

-13

Jun

-13

Jul-

13

Au

g-1

3

Sep

-13

Oct

-13

No

v-1

3

Dec

-13

Jan

-14

Feb

-14

Mar

-14

Ap

r-14

May

-14

Jun

-14

Jul-

14

Au

g-1

4

Sep

-14

Oct

-14

No

v-1

4

Historic of share price

Exchange volume (no. of shares) ED SCA share price (€) CAC All tradable, reset to Feb. 1, 2012 (€)

[1] [2] [3][4]



- a negative reaction to the announcement of the 2012 refinancing made to the public

on September 18, 2012 [3]66;

- under-performance of ED SCA shares compared to the stock exchange index since

2013 resulting, in particular, in the degradation of the Group’s operational drivers

(§ 2.2);

- a negative reaction to the announcement of the Recapitalization project on October

6, 2014 [4], as the price fell approximately 10% compared to the closing price

preceding the announcement; since, the price has stabilized at around €3.

The reference date we used for the spot market price of an ED SCA share is October 3,

2014, the last trading day prior to the Transaction announcement.

A high was hit at the close on November 1, 2013; it has dropped continuously since

then to reach a low on August 8, 2014 after the announcement of third quarter 2014

sales67.

Volume during the past twelve months represents 54% of the free float68, which is

approximately half the total number of shares in circulation.

66 On October 1, 2012, the closing price was €5.12, although at the close of the trading day preceding the

announcement of the refinancing, i.e., September 17, 2012, it was €6.66. 67 August 5, 2014 press release. 68 Equivalent to 27% of the total number of shares in circulation.

Share price analysis (€)

Reference date Oct. 3, 2014

Spot 3,46

Weighted average 1-month price 3,60




12-month high 4,86

12-month low 3,41



Volume during this period can be broken down as follows:

During the three months preceding the Transaction announcement, the share closing

price fluctuated between €3.41 and €3.98, resulting in a volume-weighted average

price of €3.64.

Over the past twelve months, ED SCA shares have been covered by Oddo and Natixis

analysts; we understand, however, that since August 2014, the share has only been

covered by Oddo.

The last two analyst notes, published by Oddo on October 8, 2014 and November 7,

2014, are subsequent to the Transaction announcement. After taking into consideration

15%21%

10%4%

85%79%

44%

17%

46%54%

25%

0%

25%

50%

75%

100%

1 month 3 months 6 months 12 months

Exchange breakdown over the past 12 months

3,0 € - 3,5 € 3,5 € - 4,0 € 4,5 € - 4,5 € 4,5 € - 5 €

2 €

4 €

6 €

Change in target prices (€)

ED SCA Price Oddo Target Price Natixis Target Price



the Transaction and 2014 results announced by the Group on November 6, 201469,

which fell below the analyst’s expectations, the analyst lowered his target price of €4.5

on August 5, 201470 to €3.10, close to the €3.12 reference price on October 8, 201471.

The combined effect of the reduction in 2014 results compared to estimates and

modeling of the Transaction conditions therefore led the analyst to a post-

announcement price target taking into consideration, first, the intrinsic value of the

share and, second, the theoretical value of the PSR when the announcement was made.

Without prejudice of any change of this target price of €3.10, the separation of the PSR

will expose, in theory, the share’s intrinsic value (€0.89), which we note, given the

difference compared to the theoretical value of the PSR of €2.21 (§ 1.3), is lower than

the Conversion Price (€1.25).

3.3. Intrinsic Valuation based on Discounted Cash-Flow (DCF)

In our multi-criteria approach, we have tried to determine an intrinsic value of the

Company and its shares by calculating the net present value, as of October 1, 2014, of

estimated cash flow of the 2014-2023 Business Plan presented to us by Company

management.

3.3.1. DCF Overview

Enterprise value (“EV”) is the net present value of the estimated net cash flow to

investors using a discount rate which accounts for the risks and value of money over

time.

In practice, this enterprise value is based on free future cash-flows,72 which are

discounted at a rate equal to the weighted average cost of capital.

69 “Euro Disney SCA announces its results for fiscal year 2014”. [Online],

http://corporate.disneylandparis.fr/CORP/FR/Neutral/Images/fr-2014-11-06-Euro-Disney-SCA-

Announcement-Ses-Resultats-Annual-2014.pdf [Consulted on November 27, 2014]. 70 Last memo prior to the Transaction announcement. 71 The November 7, 2014 memo commented on the announcement of consolidated results for the fiscal

year 2014 which ended September 30, 2014 and did not change the estimates and target price published

on October 8, 2014. 72 EBITDA (Earning Before Interest, Taxes, Depreciation & Amortization) equal to operating income or

EBIT (Earnings Before Interest and Taxes) prior to calculated expenses, deductions for working capital

requirement (WCR) and investments (Capex).

http://corporate.disneylandparis.fr/CORP/FR/Neutral/Images/fr-2014-11-06-Euro-Disney-SCA-Annonce-Ses-Resultats-Annuels-2014.pdf

http://corporate.disneylandparis.fr/CORP/FR/Neutral/Images/fr-2014-11-06-Euro-Disney-SCA-Annonce-Ses-Resultats-Annuels-2014.pdf



The calculation of the residual or terminal value is based on the net present value of

the sustained free cash-flow discounted using the capital cost; it is based on

operational continuity over time and takes into consideration a perpetual growth rate

consistent with the expected long-term growth (called the Gordon Shapiro method).

The discount rate applied to the free cash-flow is equal to the weighted average cost

of capital (“WACC”73), which combines the cost of equity and debt after taxes.

In order to calculate the equity market value, the value of non-operating assets is

added to the enterprise value of operational activities; net financial debt is deduced.

3.3.2. Net Debt

To calculate the intrinsic value using DCF, which relies on a Business Plan based on

the resources the Group will have after the Recapitalization, we have used an estimate

of net consolidated financial debt74 before both the Reserved Capital Increases and the

Offer based on the consolidated financial statements as of September 30, 2014:

73 Weighted Average Cost of Capital. 74 In the specific case of the Transaction, other assets and liabilities which might be similar to net debt

have been ignored given their immaterial weight. As a result, we have used a single amount of net debt

for intrinsic (§ 3.3) and analogical (§ 3.4) valuation approaches. The fair value of the debt has been

equated with par value by considering in this case the 4% interest rate for the long-term loan granted

by TWDC and holder of the residual debt as a "market rate given the 2012 Refinancing”(source: the

Draft 2014 reference document chapters 3.1.6.2 and 22.1.2 "financial assets and liabilities recorded at

cost"). Minority interests are also expressed in nominal terms; revaluation would reduce the value of

consolidated equity ED SCA.



The implementation of the Recapitalization project will have the consequence of

reducing the Group net debt by approximately €1 Bn :

3.3.3. Discount Rate

The discount rate was calculated directly using the Capital Asset Pricing Model

(CAPM), the components of which are described below.

Group net financial debt (€M)

Description €M

TWDC loans 1 222

Promissory notes 361

€100 M standby revolving credit facility 100

€250 M standby revolving credit facility 50

Loan from TWDC to Centre de Congrès Newport 15

Minority interests (31)

(Cash and cash equivalents) (49)

Net debt as of September 30th, 2014 1 667

ED SCA capital increase with DPS (351)

Net debt before Reserved Capital Increases 1 316

ED SCA Reserved capital increases (492)

EDA SCA capital increase subscribed by EDI SAS (90)

EDA SCA capital increase subscribed by EDLC SAS (90)

Change in minority interests 32

(Estimation of Operation costs) 12

Estimation of net debt before the Offer 689

Groupe net financial debt (€M)

DescriptionPre-

TransactionRepaid Conversion Contribution

Before the

Offer

TWDC loans 1 222 (239) 983

Promissory notes 361 (361)

€100 M standby revolving credit facility 100 (100) 0

€250 M standby revolving credit facility 50 (50)

Loan from TWDC to Centre de Congrès Newport 15 15

Minority interests (31) 32 1

Total Debt 1 716 (150) (600) 32 998

(Cash and cash equivalents as of September 30th) 49 49

Contribution in kind 423 423

Estimation of Operation costs (12) (12)

Repayment of revolving credit facilities (150) (150)

Total Cash 49 (150) 0 411 310

Total Net debt 1 667 0 (600) (379) 689



3.3.3.1. Risk-Free Rate

The 1.2% risk-free rate used is equal to the historical one-month average of 10-year

French T-bills (Obligations Assimilables du Trésor or OAT)75, consistent with the maturity

used in the Business Plan.

3.3.3.2. Expected Market Rate of Return

The expected market rate of return on the principal listed French shares was estimated

at 9%76; as a result, the difference compared to the risk-free rate of 1.2% results in a risk

premium of 7.8%.

3.3.3.3. Beta

The 1.0 beta of the economic asset was calculated using the same sample of comparable

listed companies that was used to determine market multiples (§ 3.4) and is equal to

the average of unlevered betas77.

The betas of the shares are arithmetically calculated by regression using the rate of

return of each of the shares against the rate of return of the reference indices. Based on

our sensitivity analyses, we selected a four-year observation period and weekly

frequency; we completed the calculation using a moving average of the betas of the

shares over six months in order to exclude irrelevant data78.

As a crosscheck, we note that the debt-free beta estimated by Damodaran for the

entertainment industry is 0.9979.

3.3.3.4. Summary of the discount rate

In light of the foregoing parameters, the discount rate determined by a direct approach

based on risk associated with the capital employed, used to discount the estimated

cash flow, equals 9.0%:

75 Source: Banque de France (November 27, 2014). 76 Source: Ledouble (based on the calculation of a prospective return to the French market). 77 The following “debt free” formula of the share betas was used: β debt free = β shares/[1+D/E * (1-T)],

where D/E corresponds to the ratio of debt to equity of market securities and T corresponds to the tax

rate in effect in the country of the comparable companies. 78 We have excluded from our analysis the periods when the correlation multiplier (R2) was less than

50%. 79 Entertainment Industry; Unlevered beta corrected for cash (January 2014). [Online],

http://people.stern.nyu.edu/adamodar/New_Home_Page/datafile/Betas.html

[Consulted on November 27, 2014].




It should be noted that the rate we used was estimated after Recapitalization and is

exclusive of specific premium related to the Company’s current default risk.

As a crosscheck, we calculated the discount rate using an indirect approach involving

a separate calculation of the cost of equity and the cost of debt:

This approach results in a discount rate of 8.9%, based on:

- post Recapitalization gearing of approximately 60% (§ 5.2);

- average cost of debt before taxes of 4.0%80. The impact of taxation81 on the current

cost of debt was calculated using a normalized tax rate of 34.43%82 and a non-

deductibility scenario of 25% of the net interest expenses in accordance with Article

212 bis of the French General Tax Code.

80 Taking into consideration a financing rate higher than conditions applicable to ED SCA, after the

explicit estimate period in the Business Plan, would, in the same manner as a specific risk premium

based on the direct method, increase the discount rate. 81 As this is a target WACC, we took taxation into consideration when calculating average debt cost,

notwithstanding the operational losses provided for over several years in the business plan. 82 We exclude the extraordinary contribution temporarily owed by certain companies for fiscal years

ended December 31, 2011 and December 30, 2015.

Risk-free rate 1,2%

Unlevered beta 1,0

Market risk premium 7,8%

Direct Discount Rate 9,0%

Discount Rate calculation

Risk-free rate 1,2%

Post Recapitalization ED SCA Gearing 0,60

Levered beta 1,4

Market risk premium 7,8%

Cost of equity 12,5%

Average debt cost 4,0%

After tax average debt cost 3,0%

Indirect Discount Rate 8,9%

Discount Rate calculation



For simplification and to avoid prejudging the change in the market interest rates and

the market value of the Company’s equity, the direct approach leading to a discount

rate of 9.0% was selected.

3.3.4. Perpetual Growth Rate

The terminal value is based on a perpetual growth rate of 2% after the explicit period

of the Business Plan, in line with French long-term inflation estimates83.

3.3.5. Comments on the Business Plan

The Business Plan, which we reviewed in detail along with management, was

developed at the group level, given the transparency between ED SCA and its

operational subsidiary EDA SCA (§ 1.1); it is based on the scenario of improvement in

all tourism activities and a steady improvement in the average volume and visitor and

customer spendings.

We have verified the consistency of the changes in estimated operating expenses

(merchandise cost of goods sold, license royalties (“Royalties”), management fees

(“Management Fees”) and personnel, tax and insurance expenses, as well as the other

direct charges during the estimate period.

We have the following comments on the management assumptions:

- The scenarios used for management fees are consistent with the provisions of

the EDA SCA articles and by-laws84 and the estimated results in the Business

Plan; we have continued the compensation rate for the last year of the Business

Plan in the normative year85;

- The license royalties are relatively stable during the estimate period86;

- Estimated personnel expenses show an annual average growth which exceeds

inflation, partly reflecting expected growth in Theme Park visitation; over the

life of the Business Plan, the growth in these expenses was set at a level

consistent with the long-term French inflation rate;

83 Source: Global Insight – CPI Inflation. 84 The provisions of the articles and by-laws are not changed by the Transaction. The manager’s

compensation is tied to profitability objectives and calculated on the basis of the Company’s operating

income, financial income and exceptional income. 85 Pursuant to the Company’s articles of incorporation and by-laws. 86 The license agreement is not changed by the Transaction. With respect to contractual provisions, their

application continues without change in the Business Plan.



- Management plans to continue its efforts to contain the merchandise cost of

goods sold and other direct expenses, the estimated weight of which compared

to sales remains relatively stable;

- The contribution of the Nature Villages project to estimated cash flow was taken

into consideration by management in the Business Plan.

In addition, we note that the scenarios are consistent with those used in 2012 within

the refinancing framework87.

3.3.6. Estimated Investments

Given the shortfall relative to the competition and specific events like the celebration

of the 25th anniversary of the park in 2017, the Group anticipates a higher level of

investments for both maintenance and development than in the past (§ 2.2.6).

The investment level used to calculate normative cash flow is based on the

depreciation and is deemed equal to investments.

3.3.7. Valuation of Loss Carry Forwards

Based on estimated data and on the discount rate used in the DCF valuation, the net

present value (NPV) of the tax savings related to the settlement of tax loss carry

forwards, the nominal amount of which is approximately €2.3 Bn (§ 2.2.7), was

estimated at €72 M until 2072 based on an annual allocation limited to 50%88 of Profit

before tax89.

Tax savings were directly taken into consideration in the discounted estimated cash

flow using an implied tax rate of 24% given the theoretical allocation of loss carry

forwards beyond the explicit period of the Business Plan.

87 In comparison with the business plan prepared by management in 2012 management integrated into

business plan real data for the period 2013/2014 and took the reduction in visitation since into

consideration. 88 By application of the tax provision currently in effect in France, which provides for a carryover capped

at €1 M per fiscal year, plus 50% of the portion of annual taxable income which exceeds this ceiling

(Article 24 of the 2013 French Finance Act). 89 Net annual post Recapitalization financial expenses of €39 M were considered over and above EBIT to

calculate Profit before taxes.



3.3.8. Analysis of Return on Capital Employed

Below we describe the change in the estimated rate of return on capital employed90

compared to the 9% discount rate used in the DCF:

We note the following:

- the Business Plan prepared by the management assumes a return to equilibrium

from 2018 and continuous improvement in the profitability of capital employed

until 2021;

- a drop in economic profitability in 2022 and 2023 mainly due to an increase in

management fees in accordance with the articles and by-laws (§ 3.3.5);

- completion of the Business Plan to allow the Group to approach the theoretical

return rate by the end of the Business Plan.

90 Return On Capital Employed (ROCE) = (EBIT after tax)/(Fixed asset + WCR).

(4%) (4%) (4%)(2%)

1%3%

5%6% 5% 5%

7%

9%

(5%)

(2%)

1%

4%

7%

10%

ROCE vs WACC analysis

ROCE (%) WACC (%)



3.3.9. Summary

3.3.9.1. Equity and per share value of ED SCA before the Offer91

We present below an analysis, before the Offer, of the ED SCA equity and per share

values sensitivity to simultaneous changes in points (“pts”) of the discount rate and

perpetual growth rate used to calculate terminal value:92

Financial leverage results in greater sensitivity of equity value to changes in financial

parameters, oscillating between €54 M and €413 M, i.e., a central value of €200 M.

With 783.364.900 shares (§1.5), the central value of an ED SCA share, before the Offer,

is €0.2593.

91 After Reserved Capital Increases and the capital increase of EDA SCA. 92 In light of the ambitions in the business plan compared to history, we do not address the sensitivity

of DCF stock value using operational parameters. 93 As a crosscheck, we calculated the intrinsic value by replacing an EBIT exit multiple with the terminal

value obtained by capitalizing the normalized cash flow in the last year of the Business Plan to

perpetuity using the Gordon Shapiro formula; using this method, the central value of ED SCA shares

was equal to 0 before the Reserved Capital Increases and is €0.38 before the Offer.

Equity value sensitivity (€M)

-2 pts -1 pt 0 pt +1 pt +2 pts

-1 pt 436 266 136 33 -51

-0,5 pt 499 309 166 54 -35

0 pt 573 358 200 79 -17

+0,5 pt 659 413 237 106 3

+1 pt 764 477 280 136 24

Perpetual

growth rate

WACC

-2 pts -1 pt 0 pt +1 pt +2 pts

-1 pt 0,56 0,34 0,17 0,04 0,00

-0,5 pt 0,64 0,39 0,21 0,07 0,00

0 pt 0,73 0,46 0,25 0,10 0,00

+0,5 pt 0,84 0,53 0,30 0,13 0,00

+1 pt 0,98 0,61 0,36 0,17 0,03

Per share value sensitivity (€)

Perpetual

growth rate

WACC



3.3.9.2. Equity and per share value of ED SCA before the Reserved Capital Increases

As a result of the Reserved Capital Increases impact in amount (€492 M) and in terms

of number of shares (393,600,000) in the one hand (§ 1.5), the impact of ED SCA

Reserved Capital Increases to EDI SAS and EDLC SAS in amount (€148 M Group

share) in the other hand, the central value of ED SCA shares before the Reserved

Capital Increases is equal to zero by deeming zero the negative value:

Before the Reserved Capital Increases, the ED SCA equity and per share values

sensitivity to simultaneous changes in points of the discount rate and perpetual

growth rate used to calculate terminal value reveals under any hypothesis a value close

to zero.

3.4. Peers Multiples method valuation

We have valued the Company’s securities using a comparative approach94 based on

the EBITDA multiples of a peers sample shown in Appendix 7; although, in this case,

the EBIT multiples of the sample may be deemed relevant, their use is incompatible

with the Group’s negative operational results during the initial years of the Business

Plan.

To our knowledge, there are no listed companies strictly comparable to ED SCA in

terms of business, size, operational margins, geographical operating area and assets

allocation.

By combining the criteria of size, business volume, margin rate and growth prospects,

we have, however, created a sample of companies consisting of companies listed in

France, the United Kingdom, the United States, Denmark and Japan, in the theme

parks operating sector:

94 We calculated multiple medians to weight the impact of extremes.

Equity value before Reserved Capital Increases

Period €M

Equity value before the Offer91 200

689

(Net debt before Reserved Capital Increases) (1 316)

(428)

Net debt before the Offer

Equity value



The following table shows the estimated growth levels of business and operational

profitability of this sample95; although the growth in the Group’s business is consistent

with that of the peers, its profitability level remains significantly lower:

We have not used the following multiples:

- Enterprise value-to-sales, because it does not seem relevant to us to value

ED SCA based solely on the criterion of the business volume without taking

into consideration the Group’s estimated operational profitability;

- Enterprise value to EBIT, for the reasons explained above96;

- Price Earnings Ratios (PER) which leads to biased estimates due to differences

in financial structure and different tax rates on the entities in the set which are

not all French.

95 Tivoli A/S data are not included in the following table as there is no estimates available. 96 However, we calculated the intrinsic DCF value by using, as a crosscheck, a terminal value based on

EBIT multiples in a sample of comparable companies (13.9x) and applied it to the normative aggregate

of the Company (§ 3.3.9).

Presentation of peers (€M)

Companies Countries

1-month

average

market cap

Net debtEnterprise

value

Euro Disney SCA France 119 1 755 1 874

Tivoli A/S Denmark 232 17 249

Compagnie des Alpes France 372 316 688

Seaworld Entertainment Inc. USA 1 293 1 196 2 489

Cedar Fair LP USA 2 116 1 106 3 222

Six Flags Entertainment Corp. USA 3 011 988 3 999

Merlin Entertainments UK 4 607 1 273 5 880

Oriental Land Co Ltd Japan 15 018 -595 14 423

Estimated data

Companies 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017

Euro Disney SCA (2%) 4% 3% n/a 10% 11% 11% n/a (5%) (4%) (3%) n/a

Tivoli A/S n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Compagnie des Alpes 2% 3% 3% n/a 23% 24% 25% n/a 8% 9% 9% n/a

Seaworld Entertainment Inc. (6%) 1% 2% 2% 27% 28% 29% 28% 14% 15% 16% n/a

Cedar Fair LP 1% 4% 3% 6% 37% 37% 38% 37% 25% 27% 27% n/a

Six Flags Entertainment Corp. 4% 5% 6% 8% 37% 39% 40% 40% 26% 31% 31% n/a

Merlin Entertainments 4% 8% 8% 9% 33% 33% 33% 33% 24% 24% 24% 24%

Oriental Land Co Ltd 20% (3%) 3% 6% 32% 32% 33% 35% 24% 24% 25% 27%

Median (excl. ED SCA) 20% (3%) 3% 6% 32% 32% 33% 35% 24% 24% 25% 27%

% Sales growth EBITDA (% of sales) EBIT (% of sales)



We have used multiples of Enterprise Value compared to 2015, 2016 and 2017 EBITDA

to capture the results under the Company’s new strategy, which is designed to increase

revenue per visitor and, as a result, EBITDA97.

To determine the EV/EBITDA multiple of each of the comparable companies, we

proceeded as follows:

- the market capitalization of each entity in the sample was calculated using a

one-month average98; the net debt99 was inserted between the market

capitalization and the enterprise value from which the multiples are calculated;

- EBITDA estimates, for the entire set, were based on analyst consensus100.

The EBITDA multiples of our sample are the following:

We have not applied a discount to reflect the differences in size between ED SCA and

the peers of our sample, given that the Group generates a volume of activity which is

sufficiently close to that of the companies to which we compared it. Using such a

discount would, in any event, reduce ED SCA per share value.

Based on this sample of peers and the net debt used for the DCF model (§ 3.3.2), the

analogical valuation of ED SCA shares leads to the following per share values.

97 However, the value obtained by the analogical approach based on EBITDA multiples gives an upper

range as it does not take into account the investment that the Group must make to catch up on its

shortfall (§ 3.3.6); the use of EBIT multiples would lead to a zero value. 98 As of November 27, 2014. 99 Based on the last financial statements published. 100 Source: Bloomberg (November 27, 2014).

EV / EBITDA multiples

Company 2015 2016 2017

Euro Disney SCA 12,5 x 12,0 x n/a

Tivoli A/S n/a n/a n/a

Compagnie des Alpes 4,0 x 3,8 x n/a

Seaworld Entertainment Inc. 8,1 x 7,7 x 7,8 x

Cedar Fair LP 9,0 x 8,6 x 8,4 x

Six Flags Entertainment Corp. 10,6 x 9,8 x 9,1 x

Merlin Entertainments 10,6 x 9,8 x 8,9 x

Oriental Land Co Ltd 14,4 x 13,3 x 12,0 x

Median (excl. ED SCA) 9,8x 9,2x 8,9x



3.4.1. Equity and per share value of ED SCA before the Offer101

The Equity value of ED SCA is between €494M and €844 M.

With 783.364.900 shares (§1.5), the ED SCA per share value before the Offer belongs to

the range between €0.63 and €1.08.

3.4.2. Equity and per share value of ED SCA before the Reserved Capital Increases

As a result of the Reserved Capital Increases impact in amount (€492 M) and in terms

of number of shares (393,600,000) in the one hand (§ 1.5), the impact of ED SCA

Reserved Capital Increases to EDI SAS and EDLC SAS in amount (€148 M Group

Share) in the other hand:

- the Equity value of ED SCA is between -€134M and €217M.

- based on 389.764.900 shares and by deeming zero the negative value of Equity of

ED SCA as the low range of the valuation, the central value of ED SCA shares before

the Reserved Capital Increases belongs to the range between €0 and €0.56.

3.5. Net Asset Value (NAV)

As a crosscheck, we planned, based on the information which we had available as of

the date hereof regarding the value of the real property assets, to revalue the net book

value of ED SCA as of September 30, 2014 which, based on the accumulated deficits,

was negative (€167.1 M).

3.5.1. Methodology principles

The Net Asset Value method consists of correcting Net Book Value (NBV) as of

September 30, 2014, first for the impact of the Transaction on consolidated equity102,

which is approximately €1 Bn as a result of the Transaction (§ 1.3 and §1.5), and,

second, for unrealized capital gains or losses related to the assets, liabilities or off-

balance-sheet items as of the date hereof, as well as the discounted value of the tax

savings related to loss carryforwards (§ 3.3.7); we were not informed of any operating

or non-operating items which were not included in the financial statements. In our

analysis, we assumed operational continuity.

101 After Reserved Capital Increases and the capital increase of EDA SCA 102 Capital increase with PSR: €351 M + Reserved Capital Increases: €492 M + capital increases of EDA

SCA subscribed for by EDI SAS and EDLC SAS prorata the participation of ED SCA in EDA SCA’s

equity [€180 M * 82% = €148 M] - estimate of the costs related to the Transaction (€12 M).



3.5.2. Real estate characteristics of the Group

The Group selected the acquisition cost accounting option for tangible assets and

investment properties103. To ensure that fixed assets are not overvalued, impairment

tests are conducted at each closing date. These tests rely on the valuation of cash-

generating units which correspond to the Group’s two reporting operating segments

(§ 2.1.2):

- Resort (Theme Parks, Hotels, Disney Village and their related facilities);

- Real estate development (real property rights to the land available around the

site and investment properties leased to third parties under long-term leases).

As of September 30, 2014, the Group estimated that there were no indicator of

impairment losses and therefore has not recorded impairment losses related to

Property, plant and equipment or Investment properties.

Given that no discount was identified in the liabilities and material off-balance sheet

items (§ 2.2.7), we focused basically on the type of real estate assets that might allow

net consolidated assets as of September 30, 2014 to be revalued based on identifiable

unrealized capital gains or losses on:

- the Properties, Plant and Equipment including, in particular, the Theme Park,

Hotel and Disney Village infrastructure facilities;

- the land rights104 and their related activities, including the acquisition of rights

to the unimproved land located around the site;

- the investment properties.

103 The investment properties are related to the land covered by a construction lease especially for the

associated hotels (for example: Vienna International – Dream Castle Hotel and Magic Circus Hotel,

Algonquin – Explorers Hotel, Kyriad Hotel, B&B Hotel). 104 The land rights cover development of the site under the Agreement and Amendment No. 8 which

specify the existence of a preemptive right for EDA SCA and Nature Villages de Val d’Europe SAS.



3.5.3. Available Documentation

The Group recently conducted internal valuations:

- of its hotels using the revenue capitalization method with an average rate of

return of the lease payments due based on the rates charged on the real estate

market for a similar asset;

- of the land rights under options using the sale of building rights approach105 out

to 2022 for Phases 2 to 4 (§ 2.1.1) and 2035 for subsequent phases;

- of certain land covered by a construction lease for the associated hotels included

in the investment properties using a ground lease approach106.

Between 2010 and 2012, all Properties, Land and Equipment were also appraised by

an expert at their replacement value107 to calculate the insurance premiums for the

buildings and equipment.

Further, a recent external expert real estate report covered the Hotel buildings108.

We mandated a real estate expert to conduct an independent review of all of the

documentation provided to us.

3.5.4. Summary

After reviewing all of this documentation and given the business continuity which

would be allowed by the Recapitalization of the Group (§ 5), we have the following

comments:

- the Theme Parks are composed of assets related to the model developed under

the Disney trademark so that their current operation may only be assigned to a

TWDC subsidiary109. Therefore, the sale of the Theme Parks could only be

considered as part of a leaseback transaction, which presupposes a very high

rent covering both operational risk110 and the financial cost, and which would

also further encumber the Group’s business, which already show a loss;

105 The sale of building rights approach. 106 The ground lease approach. 107 The concept of insurance at replacement value is without deduction of depreciation and wear and

tear. 108 If a commercial lease is used, the term of which is not known as of the date hereof. 109 The use of a different trademark would require total reconfiguration of the Theme Parks, which

cannot be quantified. 110 If a decision to operate the Theme Parks is reached or the Group becomes unable to make lease

payments under the entire term of the leaseback agreement.



- we examined the scenario of selling the Hotel buildings, despite the

interdependence between the hotel business and that of the Theme Parks, the

capacity of the Hotels which is proportionate to visitation at the Theme Parks,

and the requirement to obtain TWDC’s authorization to operate the Hotels

under another trademark;

On this basis, under the intrinsic and analogical valuation approaches and, assuming

the business continuity, we analyzed the impact of selling the Hotel buildings, taking

into consideration the rent for their lease by using a market rate of return111.

The resulting median and mean values of the ED SCA share price are still lower than

the Conversion Price.

111 In examining the selection presented to us, the real value of the investment properties appears low.

However, ED SCA’s property development on the Real Estate Holdings, which provides a marginal

contribution to the Group’s income and net margin, is taken into account in the business plan used for

our valuation approaches (DCF et peers multiples).



4. SUMMARY OF THE VALUATION APPROACHES

The values obtained based on our multi-criteria valuation prior to the Reserved Capital

Increases are close to 0.

The ED SCA per share values before the Offer are summarized in the table below:

All of the valuation approaches that we applied lead, prior to both the Reserved

Capital Increases and before the Offer, to a unit ED SCA share value of less than the

€1.25 Conversion Price.

The parameters and market data are those from November 27, 2014; therefore and by

definition, the values presented above may change before the issuance of the Fairness

Opinion.

0,3 €

0,6 €

0,5 €

0,5 €

1,1 €

0,0 € 1,0 € 2,0 €

DCF with terminal value based

on Gordon Shapiro formula

DCF with terminal value based

on EBIT multiples

EBITDA multiples

Summary of per share values

1,25 €

0,1 €



5. FINANCIAL ANALYSIS OF THE TRANSACTION

The structure of the Group’s financial net debt as of September 30, 2014 is the following

(§ 3.3.2):

This debt level, which is difficult to sustain, led the Initiator to consider different ways

to restructure the Group’s liabilities. It feels that the Group is structurally incapable of

financing all of its investments using the free cash flow generated by its operations

(“Free Cash-Flows”), a still valid observation at the end of the Business Plan.

In this section, we analyze the Transaction with respect to the Group’s debt structure

and to covering investments using free cash flow from operations, after taking into

consideration interest and principal payments related to the indebtedness (“Levered

Free Cash-Flows”).

We have assessed the Transaction from both liquidity and leverage standpoints.

5.1. Statu Quo Scenario and scenario of capital increase open to all shareholders

at a unique €1 subscription price

Without any Recapitalization, the Capex/Levered Free Cash Flow112 ratio at the end of

the Business Plan would be -2.5x, which means that it would lack almost €2 Bn of

Levered Free Cash Flow to finance the investment plan on which the Group’s strategy

is based. Further, the financial leverage measured using the Net Debt/2015e EBITDA

ratio would be 14x113.

This Statu Quo Scenario is not reasonable or tenable because it does not allow for a

reduction of financial leverage or an increase in liquidity.

112 This ratio is calculated as follows: 2015 – 2023 Capex /2015 – 2023 Levered Free Cash-Flow. 113 This ratio is calculated as follows: Net debt post Recapitalization/2015 EBITDAe from the business

plan.

Debt structure of the Group as of September 30, 2014

Loans and credit facilities Lender Maturity date Interests rateOutstanding

amount (€M)

Promissory Note Disney Enterprises Inc 09/30/2030 EUR 6M 268

Promissory Note Euro Disney SAS 09/30/2030 EUR 6M 93

Long term loan TWDC 09/30/2030 4% 1 222

EDI SA loan EDI SAS 09/30/2028 4% 616

EDLC SAS loan EDL Corp SAS 09/30/2028 4% 616

€100 M standby revolving credit facility TWDC 09/30/2017 EUR + 2% 100

€250 M standby revolving credit facility TWDC 09/30/2018 EUR 50

Loan from TWDC to Centre de Congrès Newport TWDC 09/30/2017 EUR + 0,20% 15

Total debt 1 747

Cash and cash equivalents (49)

Total net debt 1 698



Without any Reserved Capital Increases, the alternative to Recapitalization through

capital increases would have been a capital increase with PSR, at a unique €1 per share

subscription price, open to all shareholders, of which the theoretical product of €1 Bn

would have been allocated to the reimbursement of:

- The €268 M Promissory Note line subscribed by Disney Enterprises Inc. ;

- The €93 M Promissory Note line subscribed by Euro Disney SAS ;

- The two revolving credit facilities subscribed to TWDC for a total amount of

€150 M ;

The €15 M leasing contract subscribed to TWDC for the Newport Convention

Center SNC;

- A part which represents €474 M of the TWDC long term loan (€1 222 M), the

balance of €748 M is supposed to be paid back over the business plan term.

This alternative leads to an interests saving of €51 M, but it does not allow the

Company to generate enough Levered Free Cash Flows in order to finance the capital

expenditures over the business plan term, the ratio Capex / Levered Free Cash Flows

would be (3,4x) ; the ratio Net Debt / EBITDA 2015e would be 5,7x. It presents

disadvantages compared to the proposal supported by TWDC:

- It would mean to raise the equivalent of 8 times the market capitalization at the

Transaction announcement date, which seems to be unrealistic regarding the

current market conditions and the Group financial situation ;

- The capital increase with PSR fully subscribed at €1 (lower than the TERP)

would lead, on the €492 M part corresponding to the amount of the Reserved

Capital Increases, to issue on the benefit of EDI SAS and EDLC SAS a number

of shares higher than the one resulting of the Recapitalization Project supported

by TWDC, and would have for consequence a higher dilution of the minority

shareholders.

5.2. Recapitalization Proposal supported by TWDC

For reference, the Recapitalization Proposal supported by TWDC includes the

following steps (§ 1.3):

- a nearly €420 M cash contribution;

- a €600 M conversion of debt into equity;

- a delay in loan repayment until their new maturity in december 2024 (currently

September 2028);

- a consolidation of existing credit lines due in 2014, 2017 and 2018 and the

creation of a single, €350 M renewable credit line due in 2023.



This Recapitalization scenario does not affect the internal rate of return of the long-

term loan received from TWDC as the calculation below shows:

This scenario has an accretive effect on the Capex/Levered Free Cash Flow ratio and

changes it to 4.3x versus -2.5x in the statu quo scenario (§ 5.1). Financial leverage after

Recapitalization would be approximately 5.8x 2015e EBITDA and the amount of

capital outstanding in 2024 would be approximately €983 M (§1.3 and §3.3.2).

We note that the Recapitalization scenario includes the incorporation of the receivables

into equity at the currently lowest interest rate (the Promissory Notes bear interest at

6-month Euribor) and leaves most of the 4% receivable on ED SCA’s balance sheet

(€239 M of the TWDC long-term loan will be incorporated into the Company’s and

EDA SCA equity), although the reverse would have better served the Company’s

interest (§3.3.2); however, the 4% rate granted by TWDC remains favorable given

current market conditions114.

114 Based on the financing conditions of companies with the same Bloomberg rating as ED SCA.

YearCash flow

(€M)Year

Cash flow

(€M)

2012 1 232 2014 983

2013 (50) 2015 (39)

2014 (59) 2016 (39)

2015 (79) 2017 (39)

2016 (78) 2018 (39)

2017 (76) 2019 (39)

2018 (105) 2020 (39)

2019 (113) 2021 (39)

2020 (120) 2022 (39)

2021 (127) 2023 (39)

2022 (133) 2024 (1 022)

2023 (159) IRR 4,0%

2024 (154)

2025 (149)

2026 (144)

2027 (146)

2028 (77)

IRR 4,0%

Pre recapitalization Post recapitalization



We have analyzed the impact of the planned Recapitalization on gearing115 by

comparing pro-forma leverage of ED SCA116 with the financial structure of comparable

listed companies as of November 27, 2014 (§ 3.4):

60% pro-forma post Recapitalization leverage appears consistent with sector financial

structures. This fact supports the scenario under which the planned ED SCA

Recapitalization would allow ED SCA debt to be refinanced by an external investor at

the end of the Business Plan 2024.

5.3. Summary

Our financial analysis of the Transaction leads us to conclude that the Recapitalization

project supported by TWDC provides the Group with sufficient liquidity to finance its

investment plan, even if aggregate investment over the horizon of the Business Plan

continues to be four times greater than Levered Free Cash Flow.

The proposed Recapitalization plan would allow ED SCA to lower its financial

leverage to less than 6x 2015e EBITDA.

115 Net debt/Equity. 116 The debt net mentioned above excluding the impact of minority interest (§ 3.3.2).

Gearing analysis of the Company and its peers

Companies1-month market

capNet debt Gearing

ED SCA prior to the Transaction 119 1 698 1432%

ED SCA post Transaction 1 139 687 60%

Merlin Entertainments 4 607 1 273 28%

Tivoli A/S 232 17 7%

Cedar Fair LP 2 116 1 106 52%

Six Flags Entertainment Corp. 3 011 988 33%

Compagnie des Alpes 372 316 85%

Seaworld Entertainment Inc. 1 293 1 196 92%

Oriental Land Co Ltd 15 018 (595) (4%)

Mean (excl. ED SCA) 42%

Median (excl. ED SCA) 33%



6. ASSESSMENT OF THE FAIRNESS OF SHAREHOLDER TREATMENT

This last section of the Report contains our assessment of the fairness of the Conversion

Price in the overall context of the Transaction. We first confirm the existence of the

receivables incorporated into ED SCA’s equity which underly the Reserved Capital

Increases, and address in detail the fairness of shareholders treatment through each

stage of the Transaction, from the capital increase with PSR through the Shares

Acquisition Right.

6.1. Support for the Reserved Capital Increases

The principle of paying the Conversion Price by way of set-off against against the

€492 M receivable owed to ED SCA by EDI SAS and EDLC SAS after the acquisition

by ED SCA of the receivables owed to EDA SCA by EDI SAS and EDLC SAS, leads us

to inquire about the valuation of this receivable.

As of the date of the Report, we have not received the opinion of ED SCA statutory

auditors on whether said receivable is liquid, due and payable. However, we have

relied on several court decisions on the merits117 issued regarding the value of

receivables incorporated into equity, echoing the February 7, 1972 decision of the

commercial chamber of the Court of Cassation118 (the “Decision”), confirmed by the

legal advice made available to us by the Company, holding that incorporating a

receivable into equity at face value is justified119, including in the context of a

continuation plan for a company in difficulty120.

Further, the €1.25 Conversion Price, which determines the number of shares issued by

ED SCA to offset the Reserved Capital Increases, is above the minimum threshold of

€1 in par value which also was used as a reference in the capital increase with PSR and

corresponds to the ex-right theorical value of ED SCA share based on the stock price

before the October 6, 2014 Transaction announcement.

117 Versailles Court of Appeals, October 25, 1990; Aix-en-Provence Court of Appeals, April 9, 1992. 118 Based on the reasoning, in the case of the limited liability company (“SARL”) covered by the Decision,

that “nothing prevents the value of the shares subscribed from being paid by offset against the receivable of the

subscriber for the SARL, since, in the event of cash payment, nothing prevents the company from immediately

paying the liability which it held with the funds received from the subscriber”.

[Online], http://www.legifrance.gouv.fr/affichJuriJudi.do?idTexte=JURITEXT000006986823

[Consulted on November 27, 2014].

This decision is applicable to share companies such as ED SCA and EDA SCA. 119 The same reasoning applies in the case of the capital increases subscribed for by EDI SAS and EDLC

SAS by offset against the €108 M receivable owed to EDA SCA held jointly by these two companies

(§ 1.3). 120 Fargues, M. (2011). The conversion of a receivable into equity, pp. 17-24. [Online],

http://mja-paris2.webs.com/memoires2011.htm,.

http://www.legifrance.gouv.fr/affichJuriJudi.do?idTexte=JURITEXT000006986823

http://mja-paris2.webs.com/memoires2011.htm



In light of these developments, we have no comment on the support for the Reserved

Capital Increases which consists of the €492 M receivable owed by ED SCA which is

held jointly by EDI SAS and EDLC SAS.

6.2. General Economics of the Transaction

We consider in our assessment of the Conversion Price that all related upstream121 and

downstream122 transactions of the Reserved Capital Increases form an inseparable

whole, which we have confirmed fully complies with the principle of fairness in

shareholder treatment, given the following items:

- we note that, by exercising their rights throughout the Transaction, ED SCA

minority shareholders will benefit from the same financial terms and conditions

than EDI SAS and EDLC SAS and will have their interest preserved, both in

terms of their heritage123 and their percentage of shareholding in the Company’s

equity;124

- we view the Shares Acquisition Right as a mechanism which allows

shareholders who are excluded from the Reserved Capital Increases to benefit

finally from the situation in which they would find themselves if they had been

able to directly participate pari passu and equally with EDI SAS and EDLC SAS,

since, in the Shares Acquisition Right, they have the right to acquire, in

proportion to the ownership interest that they retained and at the Conversion

Price, ED SCA shares issued under the Reserved Capital Increases ; this

mechanism leads EDI SAS and EDLC SAS to monetize their receivables in the

same proportion than the exercised Shares Acquisition Rights, earlier than the

term of those receivables.

121 Capital increase with PSR. 122 Offer and Share Acquisition Right. 123 The theoretical value of the PSR is equal to the loss of value of each prior share after the issue of new

shares. 124 The Share Acquisition Right preserves the status of shareholders who have, first, exercised their

irrevocable rights under the capital increase with PSR and, second, suffered a dilution due to the

Reserved Capital Increases.



- the execution timetable gives current shareholders the time to plan for their

participation in the procedures of the Transaction and decide, at each stage of

this Transaction, whether to take advantage of the opportunity given to them

to reinvest in the Company’s equity125 or to sell their shares and attached rights;

- shareholders who do not wish to participate in the Transaction until the end

may either, first, subscribe for the capital increase with PSR, using their

irrevocable subscription right, prior to tendering their securities under the

Offer126, or sell their shares and/or their PSR at the market price, which may

fluctuate;

- the Transaction as planned protects the shareholders who participate in it and,

as with any transaction of this type, exposes those who sell their PSR to market

fluctuations; the capital increase with PSR at par (€1) de facto gives the PSR a

theoretical value of approximately two-thirds of the heritage of a current

shareholder (calculated simply using the €3.46 market price before the

Transaction announcement); if the PSR becomes null and void, a totally inactive

shareholder will lose significant heritage.

For information, we have reviewed the change in the share and PSR prices using a

group consisting of approximately 20 capital increases with PSR which took place on

the French market between March 2013 and September 2014; the graph below shows,

with satisfactory statistical quality (R2 = 0.92), a regression between, first, the PSR

discount or premium compared to its theoretical value when it was separated and,

second, the ratio between (i) the discount of the share price after the announcement

compared to the share price prior to the announcement and (ii) the Subscription Price

discount compared to the share price prior to announcement:

125 For example, a shareholder with one share when the Transaction was announced will have to pay

approximately €21 (over and above PSR exercise) through completion. 126 The determination of the TERP Offer price ensures the heritage of existing shareholders.



The theoretical SPR discount compared to its theoretical value would be in our analysis

approximately 20%127.

We have the following comments:

- when it is listed, a PSR generally drops from its theoretical value to a greater

extent than the share price drops before the detachment of the PSR ;

- based on our comparable transactions, current market data and our regression

analyses of the above set, it is possible that the PSR value attached to the ED

SCA share will be discounted compared to its theoretical value on the

Transaction announcement date.

However, these comments do not affect the fairness of shareholder treatment,

provided that, as indicated above, the shareholders may reach a decision at each stage

of the Transaction.

127 The 17% ratio [the 12% discount in the share price on November 27 2014 (€3.04) compared to the

share price before the Transactions announcement (€3.46)] and [the 71% discount in the Subscription

Price (€1) compared to the share price before the announcement] graphically results in a 22% PSR

discount compared to its theoretical value.

R² = 0,9192

(100%)

(80%)

(60%)

(40%)

(20%)

0%

20%

40%

60%

80%

100%

(60%) (40%) (20%) 0% 20% 40% 60% 80%

PS

R d

isco

un

t /

pre

miu

m

Price discount (premium) / subscription price discount (premium)

Regression analysis



7. CONCLUSION

Upon completion of our valuation work on ED SCA shares based on the market

information available to us on the date hereof, which does not preclude future change,

we believe that the €1.25 Conversion Price underlying the Reserved Capital Increases

for EDI SAS and EDLC SAS is fair to current ED SCA shareholders, under the

Transaction; in this regard, we have verified the fairness of shareholders treatment.

Our financial analysis of the Recapitalization plan as prepared and which is

indispensable, illustrates the fairness of the Transaction, measured not only with

respect to its pecuniary component, but also in respect of the provided solution for

business continuity.

[Only the French version of the report will be executed as this translation into

English is provided for information purposes only]

[Ledouble does not accept any responsibility or liability for the accuracy, content,

completeness, legality, or reliability of the information contained in this

Translation into English]



APPENDICES

Detailed work program and Expert remuneration Appendix 1

Main stages of the Expert assignment Appendix 2

List of persons met and/or contacted by the Expert Appendix 3

Main sources of information used Appendix 4

Composition of the Ledouble team Appendix 5

List of Expert reports and financial analyses completed by

Ledouble Appendix 6

Description of peers Appendix 7



Appendix 1: Detailed work program and Expert remuneration

1. Preliminary work and familiarization

- Press review and documentary research

- Analysis of the Transaction and its legal framework

- Review of historical changes of the Company’s share price and target prices

- Meetings with the Management and the Initiator representatives

- Meetings with the analyst in charge of monitoring the Company

- Discussions with Advisors about the share valuation and the Transaction terms

and conditions

2. Valuation Work

- Review of the historical results, financial structure and significant events using

documents published on the Company’s website, shareholders’ meeting

decisions, management reports and documentation from Supervisory Board

meetings

- Creation of a peers sample

- Research on comparable transactions

- Detailed analysis of the Business Plan in light of the 2012 Business Plan and

actual figures

- Review of available documentation on real estate assets valuation

- Multi-criteria valuation

3. Analysis of the Alternative Refinancing Solutions

- Meetings with the Management and the Company Advisors

- Assessment of alternative refinancing solutions compared to the Transaction

terms and conditions



4. Report

- Meetings and telephone calls

- Preparation of the engagement letter sent to the Supervisory Board members

- Preparation of a draft representation letter to the officers and directors of the

Company and the Initiator

- Report preparation

- Assignment administration and supervision

5. Remuneration

Total fees according to the October 6, 2014 and October 23, 2014 Ledouble

engagement letters regarding our activities regulated by Article 261-1 (Fairness

Statement) and Article 261-2 (Report), respectively, of the AMF General

Regulations are between €320,000 and €390,000 (excluding taxes and expenses),

based on time spent.



Appendix 2: Main stages of the Expert assignment

Weeks from September 8, 2014 to October 5, 2014

- Preliminary contact with the Supervisory Board members and the Company,

Initiator and Advisors representatives

- Processing of public information

- Review of documentation related to the Recapitalization project

- Initial documentation requests

- Processing of documentation available on the electronic platform made

available to us in response to our initial documentation requests

- Research on sector and financial information in our databases

- Appointment of an independent expert by the Supervisory Board and draft

engagement letter128.

- Contact with the expert responsible for determining the Subscription Price

Weeks from October 6, 2014 to October 19, 2014

- Analysis of changes in Company stock price

- Creation of a sample of listed peers

- Research on comparable transactions

- Use of available information including the Business Plan and application of

multi-criteria valuation

- Preparation of internal technical memos

- Review of the legal documentation on the Transaction

- Contact, meetings and calls with the Management and the Company Advisors

- Additional documentation requests

128 Within the meaning of Article 261-1 I of the General Regulations of the AMF.



Weeks from October 20, 2014 to November 2, 2014

- Draft engagement letter


- Site visit

- Additional documentary requests

Weeks from November 3, 2014 to November 16, 2014

- Appointment of an independent expert by the Supervisory Board and draft

engagement letter129.

- Processing of available information including real estate assets valuation

information

- Meeting with the analyst in charge of monitoring the Company

- Contact, meetings and calls with the Advisors

- Preparation of the draft comfort letter mentioned in the Transaction

announcement

- Additional documentary requests

Weeks from November 17, 2014 to November 30, 2014

- Review of the draft 2014 reference document

- Review of the draft Transaction Memorandum

- Issue of the comfort letter mentioned in the Transaction announcement

- Preparation of the draft Report

- Meeting with a shareholder that disagrees with the Transaction terms and

conditions

129 Within the meaning of Article 261-2 I of the General Regulations of the AMF.



Weeks from December 1, 2014 to December 24, 2014

- Finalization of the work and resolution of pending points


- Draft representation letters

- Submission of the draft Report

- Issue of the Report, dated on the 19th of December 2014, to be added to the

Transaction Memorandum

- Additional information to the Report of the 19th of December 2014

- Final Report dated on the 24th of December 2014



Appendix 3: List of persons met and/or contacted by the Expert

1) COMPANY

Philippe Geslin Member of the Supervisory Board, Chairman of the Audit

Committee

Valérie Bernis Member of the Supervisory Board and the Audit

Committee

Mark Stead Chief Financial Officer

Gilles Dobelle Vice President & General Counsel

Lydie Boussard Assistant Chief Counsel, Corporate & Finance

Guy Gerard Director Corporate Controllership and Tax

Christelle Delattre Senior Manager Controllership, Consolidation and

Accounting Standards

Nicole Lopez Vice President, Corporate Business Planning – Investor

Relations

2) TWDC

Christine McCarthy EVP, Corporate Real Estate, Alliances and Treasurer

3) ADVISORS

Morgan Stanley

Frédéric Proust Executive Director

Louis Petracco Associate

Sullivan & Cromwell LLP

Patrick Bonvarlet Senior Counsel

Catherine Naroz Associate

Marine Le Quillec Associate



Cleary Gottlieb Steen & Hamilton LLP

Marie-Laurence Tibi Partner

4) ANALYST

Oddo

Harold de Decker Financial Analyst

5) EQUITY ADVISOR

Rothschild

Guillaume Moinet Manager

6) EXPERT130

JPA

Jacques Potdevin Partner

Richard Bonnet Partner

Sabine Wagner Analyst

130 In charge of the appreciation of the Subscription Price.

http://www.cgsh.com/



Appendix 4: Main sources of information used

Documentation related to the Transaction

Legal Information131

Draft €350 M revolving credit facility (September 22, 2014)

Draft backstop agreements (September 25, 2014) and receivables sales prior to the

Reserved Capital Increases (September 26, 2014)

Recapitalization proposal sent by TWDC to ED SCA (October 3, 2014)

Legal memorandum on the Transaction (October 3, 2014) and legal opinion issued

to ED SCA (October 1, 2014)

Extract from the October 5, 2014 minutes of the Supervisory Board meetings of

ED SCA and EDA SCA

October 6, 2014 press release

November 6, 2014 press release

Successive drafts of Transaction Memorandum

Draft resolutions of the ED SCA shareholder meeting which delegated the

authority necessary to complete the Transaction to the Manager

Financial Information

Element of the discussions about the Transaction (September 2, 2014 and

September 16, 2014) and additional items (October 4, 2014)

Presentation of the Transaction to the AMF (September 12, 2014 and August 4,

2014)

Analysis of the Transaction by the expert responsible for appreciating the

Subscription Price (October 2, 2014) and for the fairness opinion (October 3, 2014)

Audit Committee Report to the Supervisory Board on the TWDC proposal

(October 5, 2014)

Post-announcement Transaction communication plan (October 21, 2014)

131 In chronological order.



Presentation of the project to recapitalize and reduce the Group’s indebtedness to

l’Ecole de Bourse (November 2014)

Letters from a shareholder sent to the Chairman of Euro Disney SAS (October 13,

2014, October 20, 2014, November 24, 2014, November 25, 2014, November 27,

2014, November 28, 2014, November 30, 2014, December 5, 2014, December 4, 2014,

December 7, 2014, December 11,2014, December 15, 2014, December 16, 2014,

December 17, 2014) and ED SCA response dated December 2, 2014

Legal Documentation

Agreement with the French State signed on March 24, 1987, and amendments

thereto

Consent Letter of the Ministry of the Economy, Finance and Privatization dated

March 24, 1987

Development Agreement between ED SCA and Euro Disney SA (which became

Euro Disney SAS) dated February 28, 1989 and request to assign the development

agreement to EDA SCA dated February 21, 2005

License Agreement signed February 28, 1989 and amendments thereto

Company registration (Kbis) extracts for ED SCA dated July 24, 2014 and EDA SCA

dated August 28, 2014

Articles of incorporation and by-laws of ED SCA as of March 12, 2014 and

EDA SCA as of October 1, 2013

Decisions of ED SCA Management for fiscal years 2011 to 2013

ED SCA management reports for fiscal years 2011 to 2013

Minutes of the ED SCA Supervisory Board for fiscal years 2011 to 2013

Minutes of the ED SCA annual shareholders meetings for fiscal years 2011 to 2013

ED SCA and EDA SCA statement of pledges and privileges as of September 18,

2014

“Identifiable Bearer Share” (IBS) analysis dated September 30, 2014 (NASDAQ. ED

SCA Shareholder Analysis Report, September 2014)



Accounting and Financial Documentation

Historical Information

ED SCA

ED SCA reference documents for fiscal years 2009 to 2014132

ED SCA activity reports for fiscal years 2009 to 2014

ED SCA consolidated financial statements report as of September 30, 2014

ED SCA semestrial financial report for the half year closed March 31, 2014 ; list of

major disputes and litigation as of March 31, 2014

Detail of the nature and the structure of ED SCA debt

Historic of the Royalties and Management Fees invoiced by TWDC and its

subsidiaries

EDA SCA, EDL Hôtels SCA, Euro Disney Commandité SAS

EDA SCA, EDL Hôtels SCA and Euro Disney Commandité SAS drafts of annual

financial statements as of September 30, 2014

Statutory audit reports on the EDA SCA annual financial statements for fiscal

years 2011 to 2013

Statutory audit reports on the EDL Hôtels SCA annual financial statements for

fiscal years 2011 to 2013

Statutory audit reports on the Euro Disney Commandité SAS annual financial

statements for fiscal years 2011 to 2013

Forecast information

Estimated ED SCA consolidated results as of September 30, 2014

ED SCA Business Plan (2014-2023) (“FY 14 Long Term Plan”) and related

documentation; sensitivity analyses and review of the impact of the Ratatouille

attraction; comparison of the Business Plan and the 2012 business plan

Most recent broker memos

132 Draft.



Management information

Proposed Asset Renovation Program, Discussion Document, May 2, 2014

Guest Satisfaction Barometer Disneyland Paris, Consumer Insight, September

2014

Segmentation And Experience, Consumer Insight, September 2014

Real estate information

Internal valuation of real estate rights, March 2014

Internal valuation of long-term investment properties, July 2014

Internal Hotels valuation, September 2014

Expert report on insurance valuations, 2010-2012

External real estate expert report on the Hotel properties, September 2014

2012 Refinancing Transaction

Expert report to the Euro Disney supervisory board on the 2012 refinancing

transaction

ED SCA Business Plan presented for the 2012 refinancing (“FY 12 Long Term Plan”)

2012 Refinancing Project, July 10, 2012

Sector documentation

Xerfi (2014). Euro Disney, February

Xerfi (2013). Les parcs de loisir en France, November

Data bases

Bloomberg

Thomson One

InFinancials

Xerfi



Bibliographic Information133

Vitte P. (2002). Le pôle urbain Val d’Europe Disneyland Paris dans l’aménagement de l’est

francilien (The val d’Europe Disneyland Paris urban center and the development of

Greater Paris), March. [On line],

http://www.ceser-

iledefrance.fr/documents/report_pdf/report/01_terr_disneyland/report-pole-urban-val-

europe-disneyland-paris-in-amenagement-is-francilien.pdf

Lafitte Mr., Santel G., Wellhoff F. (2008). Rapport de mission sur les perspectives de

développement du secteur IV de Marne-la-Vallée et du projet Eurodisneyland (Report on the

assignment regarding the development prospects of Sector IV of Marne-la-Vallée and the

Eurodisneyland project), July. [On line],

http://cgedd.documentation.developpement-durable.gouv.fr/documents/cgedd/005740-

02_report.pdf

Inter-ministerial Delegation to the Euro Disney Project (2012). Disneyland Paris - Etude de

contribution économique et sociale (Disneyland Paris – Study of the economic and social

contribution), March. [On line],

http://corporate.disneylandparis.fr/CORP/FR/Neutral/Images/fr-2012-03-14-dossier-

press-etude-of-contribution-economique-social.pdf

Presentation to analysts of Amendment No. 8 to the Government agreement (2010).

[On line],

http://corporate.disneylandparis.fr/CORP/FR/Neutral/Images/fr-2010-09-14-

presentation-analysts-amendment-agreement-1987.pdf

Villages Nature press file (2010). [On line],

http://corporate.disneylandparis.fr/CORP/FR/Neutral/Images/fr-2010-11-24-dossier-

press-villages-nature.pdf

ED SCA information site. [On line],

http://corporate.disneylandparis.com/index.xhtml

TWDC information site. [On line],


Damodaran (2014). Betas by sector. [On line],


Decision of the Court of Cassation, commercial chamber, February 7, 1972. [On line],


Fargues, M. (2011). La conversion de créance en capital (The conversion of receivables into

equity), pp. 17-24. [On line], http://mja-paris2.webs.com/memoires2011.htm

133 Website links as of November 27, 2014.

http://www.ceser-iledefrance.fr/documents/rapport_pdf/rapport/01_terr_disneyland/rapport-pole-urbain-val-europe-disneyland-paris-dans-amenagement-est-francilien.pdf



http://cgedd.documentation.developpement-durable.gouv.fr/documents/cgedd/005740-02_rapport.pdf

http://cgedd.documentation.developpement-durable.gouv.fr/documents/cgedd/005740-02_rapport.pdf

http://corporate.disneylandparis.fr/CORP/FR/Neutral/Images/fr-2012-03-14-dossier-presse-etude-de-contribution-economique-sociale.pdf

http://corporate.disneylandparis.fr/CORP/FR/Neutral/Images/fr-2012-03-14-dossier-presse-etude-de-contribution-economique-sociale.pdf





http://corporate.disneylandparis.com/index.xhtml




http://mja-paris2.webs.com/memoires2011.htm



Appendix 5: Composition of the Ledouble team

Ledouble is a firm specialized in financial expert reports. In this regard, it has

completed many independent expert assignments, and in particular, for public offers.

The principal expert reports and independent financial analyses completed in this area

during recent years and during the current year are listed in Appendix 6. Ledouble is

a founding member of the Professional Association of Independent Experts

(l’Association Professionnelle des Experts Indépendants or APEI), a professional association

accredited by the AMF pursuant to Article 263-1 of its General Regulations, and

follows the ethical rules described on its website: http://www.ledouble.fr.

Agnès PINIOT, Partner, Chairman of Ledouble

- MSTCF, University Paris IX – Dauphine

- Certified accountant and auditor

- Finance expert under the Versailles Court of Appeals

- Member of the APEI

- Member of the “Valuation, Contribution Commission and Merger Commission”

of the French National Auditors Society (Compagnie Nationale des Commissaires aux

Comptes or CNCC)

- Regularly leads valuation assignments related to public and private transactions,

as well as assistance in private disputes

Olivier CRETTÉ, Partner

- EM Lyon, certified accountant and auditor, doctor of management science

- Member of the APEI Management Committee

- Member of the French Valuation Society (Société Française des Evaluateurs or SFEV)

- Member of the Valuation Commission of the Association of Finance Directors and

Management Controllers (Membre de la Commission Evaluation de l’association des

Directeurs Financiers et Contrôleurs de Gestion or DFCG)

- Member of the Professional Standards Commission of the French National

Auditors Society (CNCC)

- Regularly leads independent expert reports and valuation assignments

- Associate professor at the National Conservatory of Arts and Sciences (Professeur

associé au Conservatoire National des Arts et Métiers or CNAM), teaches at the Paris

Enterprise Administration Institute (l’Institut d’Administration des Entreprises or

IAE) and University Paris IX – Dauphine

http://www.ledouble.fr/



Stéphanie GUILLAUMIN, Senior Manager

- Toulouse Business School Grande Ecole (Banking and Financial Markets)

- Master I Currency and Finance, Paris West Nanterre La Défense University

- CIIA (Certified International Investment Analysts) - SFAF

- Regularly participates in independent expert reports and valuation assignments

Nicolas POUPET, Manager

- Master in management science (finance) from University Paris IX – Dauphine

- Master II Finance from the Paris Enterprise Administration Institute (IAE)

- CFA (Chartered Financial Analyst)


Romain DELAFONT, Associate

- Master 225 in corporate finance and financial engineering from University Paris

IX – Dauphine


Dominique LEDOUBLE, independent reviewer

Dominique Ledouble has not directly participated in the work completed for the expert report;

he provided internal quality control at Ledouble in accordance with Article 2 of AMF

Instruction 2006-08.

- HEC, certified accountant and auditor, doctor of law

- Chairman of the French Federation of Valuation Experts (Fédération Française des

Experts en Evaluation or FFEE)

- Founder and Honorary Chairman of the APEI

- Member of the French Valuation Society (SFEV)


- Teaches at Sciences-Po



Appendix 6: List of Expert reports and financial analyses completed by Ledouble

Year Company Presenting financial institution

2014 Siic de Paris Natixis

2014 Bull Rothschild

2013 Global Graphics -

2013 Sam Société Générale

2013 Etam Natixis

2013 Tesfran Oddo Corporate Finance

2013 Monceau Fleurs Omega Capital Market

2013 Sical Arkeon Finance

2013 Auto Escape Portzamparc

2013 Klémurs Morgan Stanley

2013 Foncière Sépric Crédit Agricole CIB

2013 Elixens Banque Palatine

2012 Orchestra Kazibao Arkeon Finance

2012 Leguide.com Natixis

2011 Xiring Oddo Corporate Finance

2011 Maurel et Prom Nigéria -

2011 Eurosic BNPParibas, CM-CIC Securities, CACIB, Natixis

2011 Metrologic HSBC

2011 Merci Plus Oddo Corporate Finance

2010 Stallergenes Deutsche Bank

2010 Initiative et Finance Rothschild

2010 Sperian Protection BNP Paribas

2010 Sodifrance Portzamparc

2010 Radiall Oddo Corporate Finance

2009 Foncière Développement Logement Société Générale et Calyon

2009 L’Inventoriste Dexia Securities France

2009 GiFi Société Générale

2009 Homair Vacances Arkeon Finance

2008 Keyrus Calyon

2008 Réponse SA Rothschild Transaction R

2008 SASA Oddo Corporate Finance

2008 Sodexo Lazard

2008 Alain Afflelou Lazard

2008 CEDIP Oddo Corporate Finance



Appendix 7: Description of peers

Cedar Fair

Owns and runs 15 amusement parks (four of which are water parks) and 5 hotels, the

Cedar Fair leisure group operates exclusively in North America (United States,

Canada and Mexico).

In 2013, the group had sales of €855 M and generated EBITDA of €315 M.

57%

31%

12%

Activity breakdown of 2013 Revenue

Admission tickets

Food, merchandising and

gamesHotels and other



Compagnie des Alpes

Compagnie des Alpes is a French leisure group specialized in ski area operation (58%

of sales) and amusement parks, including Futuroscope and Park Astérix (41% of sales).

The Group has 36 sites generating more than 26 million visits, mainly in France (87%)

and Western Europe (Sweden, Denmark, Switzerland, Belgium, Netherlands and the

United Kingdom).

In 2013, the Group had sales of €678 M and generated EBITDA of €153 M.

58%

41%

1%


Ski resorts

Theme Parks

Other

87%

13%

Geographical breakdown of 2013 Revenue

France

Rest of the world



Merlin Entertainments

Owner of the Madame Tussauds, Sealife and Legoland trademarks, this leisure group

based in the United Kingdom is a European and global leader; as of December 31, 2013,

it operated 99 attractions in 22 countries.

Mainly present in Western Europe, North America and Asia Pacific, in 2013 the Group

had sales of €1.4 Bn and generated EBITDA of €459 M.

44%

30%

26%


Midway Attractions

LEGOLAND Parks

Resort Theme Parks

39%

26%

21%

14%

Geographical breakdown of 2013 Revenue

United Kingdom

West Europe

North America

Asie-Pacifique



Oriental Land

Oriental Land is a Japanese leisure group which mainly manages amusement parks

(84%) and hotels (14%), exclusively in Japan.

The Group manages the Tokyo Disneyland and Tokyo DisneySea parks, as well as the

Tokyo Disneyland Hotel, Disney Ambassador Hotel, Tokyo DisneySea Hotel

MiraCosta and Palm & Fountain Terrace Hotel.

Among the leisure activities, the Group manages Ikspiari, Disney Resort Line and the

Cirque du Soleil Theatre Tokyo.

In 2013, the Group had sales of €3.5 Bn and generated EBITDA of €1.1 M.

82%

14%

4%


Theme parks

Hotels

Other



Seaworld Entertainment

An American leisure group, Seaworld Entertainment operates exclusively in the

United States in the Orlando, San Antonio and San Diego areas. The Group holds the

SeaWorld, Shamu and Busch Gardens trademarks.

In 2013, the Group had more than 23 million visitors, including 3.7 million foreign

visitors; it had sales of €1.1 Bn and generated EBITDA of €276 M.

63%

37%


Admission

tickets



Six Flags Entertainment

Six Flags Entertainment is an American amusement Park located in North America.

The group owns and manages 18 amusement parks (theme parks and water parks), 16

of which are located in the United States, Canada and Mexico.


54%

40%

4% 2%


Admission tickets

Food and merchandising

Sponsorship, royalties

Hotels and other

89%

11%

Geographical breakdown of Revenue

USA

Other (Mexico,

Canada)



Tivoli A/S

A Danish group, Tivoli A/S manages the “Tivoli Garden” amusement park in

Copenhagen, which is one of the largest amusement parks in Europe in terms of

number of visitors; its clientele is essentially local (73% of visitors come from Denmark,

7.8% from Sweden and 3.2% from Norway).


21%

25%

25%

12%

17%


Admission tickets

Attractions

Food

Rents

Other

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