Eurazeo Acquires OFI Private Equity

Regulatory News:

Following the joint press release of April 26 2011, Eurazeo and OFI Private Equity are announcing that MACIF, Olivier Millet and other major shareholders of OFI Private Equity Capital have contributed all of their investments held in OFI Private Equity Capital (representing 75% of the shares and 79% of stock warrants – bons de souscription d'actions BSA), its management company and its general partner in exchange for the delivery of new Eurazeo shares (representing 3.7% of its capital).

As a result, Eurazeo will file today with the French Financial Market Authority (Autorité des marchés financiers - AMF) in accordance with its General Regulation (the Offer) a simplified exchange public offer for the shares and stock warrants of OFI Private Equity Capital not owned by Eurazeo.

The Offer will be open for a period of fifteen trading days after the declaration of compliance (déclaration de conformité) obtained from the AMF.

The exchange ratio of the Offer will be identical to that adopted for the above contributions, namely 10 Eurazeo shares for 54 company shares and 1 Eurazeo share for 110 stock warrants from each category.

This Offer will be followed by a ‘squeeze out’ in the event of crossing the threshold of 95% capital and voting rights of OFI Private Equity Capital. If this threshold is not reached, a merger with Eurazeo could be proposed to shareholders of OFI Private Equity Capital.

The proposed Offer will be subject to review by the AMF. An Offer document (note d’information) prepared by Eurazeo and approved by the AMF with the terms and conditions of the Offer will be published and available on the website Eurazeo (www.eurazeo.com) and that of the AMF (www.amf-france.org). A document in response (note en réponse) prepared by OFI Private Equity Capital and approved by the AMF will also be published and available on the websites of the AMF and of OFI Private Equity Capital (www.ofi-pecapital.com). It is strongly recommended that shareholders and other investors read the documents relating to the Offer reviewed by the AMF before taking any decision regarding the Offer.

The distribution of this press release and all documents relating to the Offer and participation in the Offer may be subject to legal restrictions in certain jurisdictions. The Offer is not made to individuals subject to such restrictions, directly or indirectly, and will in no way be accepted from a country in which the Offer is subject to restrictions.

About Eurazeo

With a diversified portfolio in excess of 4 billion euros in assets, significant investment capacity and a long-term investment strategy, Eurazeo is one of the leading listed investment companies in Europe. Its mission is to identify the potential and accelerate and enhance the transformation of companies in which it invests. Its solid family shareholder base, its lack of debt and its flexible investment horizon enable Eurazeo to support its companies over the long term. Eurazeo is the majority or leading shareholder in Accor, ANF Immobilier, APCOA, Edenred, Elis, Europcar, Fraikin and Rexel and holds stakes in Banca Leonardo, Fonroche and Intercos.

Eurazeo’s shares are listed on the Paris Euronext Eurolist.

(ISIN code: FR0000121121, Bloomberg Code: RF FP, Reuters Code: EURA.PA)

About Private Equity Capital

OFI Private Equity Capital is a company listed on NYSE Euronext (code: OPEC, compartment C, included in CAC All-Tradable, CAC Small 90, CAC Mid & Small 190 and the GAIA indices),and the investment company of OFI Private Equity which invests in both equity and mezzanine in French companies with valuation below €150M / €200M. It is notably a shareholder in Dessange, Léon de Bruxelles, Financière de Siam, Mors Smitt and IMV Technologies.

OFI Private Equity Capital is listed on Eurolist Euronext Paris.

(ISIN : FR000038945)

For additional information, please consult the Group internet: www.eurazeo.com