TENDER OFFER FOR THE SHARES OF THE COMPANY INITIATED BY THE COMPANIES

Transcription

1 English translation for information purposes only TENDER OFFER FOR THE SHARES OF THE COMPANY INITIATED BY THE COMPANIES EDL HOLDING COMPANY, LLC EURO DISNEY INVESTMENTS S.A.S. AND EDL CORPORATION S.A.S. INFORMATION RELATING TO THE CHARACTERISTICS, AND IN PARTICULAR THE LEGAL, FINANCIAL AND ACCOUNTING CHARACTERISTICS OF EURO DISNEY S.C.A. This document relating to Euro Disney S.C.A. s other information was filed with the Autorité des marchés financiers (the AMF ) on March 31, 2015, pursuant to the provisions of Article of the AMF General Regulation and Article 6 of AMF instruction no dated July 25, This document has been prepared under the responsibility of Euro Disney S.C.A. This document supplements the answer document (note en réponse) relating to the simplified tender offer initiated by EDL Holding Company, LLC, Euro Disney Investments S.A.S. and EDL Corporation S.A.S. on the shares of Euro Disney S.C.A., approved by the AMF on March 31, 2015, under visa no , in accordance with a conformity decision of the same date (the Response Document ). Copies of this document are available on the website of Euro Disney S.C.A. ( as well as on the website of the AMF ( and may be retrieved, free of charge, at Euro Disney S.C.A. s registered office (1 rue de la Galmy, Chessy). A press release was issued pursuant to the provisions of Article of the AMF General Regulation in order to inform the public of the means by which this document is made available.

2 English translation for information purposes only TABLE OF CONTENTS PREAMBLE INFORMATION RELATING TO THE CHARACTERISTICS, AND IN PARTICULAR THE LEGAL, FINANCIAL AND ACCOUNTING CHARACTERISTICS, OF EURO DISNEY S.C.A RECENT EVENTS WHICH OCCURRED SINCE PUBLICATION OF THE REFERENCE DOCUMENT Combined shareholders general meeting of January 13, Quarterly financial information Company s Share Capital Increases Press release dated January 14, Press release dated February 17, Press release dated February 20, EDA S.C.A. Share Capital Increase Group s indebtedness Right to Acquire Company s Shares SUPERVISORY BOARD OF THE COMPANY SHARE CAPITAL OF THE COMPANY Shareholding composition Instruments giving access to the share capital of the Company RISK FACTORS VALID DELEGATIONS OF AUTHORITY GRANTED BY THE SHAREHOLDER S GENERAL MEETING TO THE GÉRANT PERSON RESPONSIBLE FOR THIS DOCUMENT Person responsible for this document Certificate of the person responsible for this document

3 English translation for information purposes only PREAMBLE It is recalled that, pursuant to Title III of Book II, and in particular Article 233-1, 2 of the AMF General Regulation, EDL Holding Company, LLC, a Delaware limited liability company, having its corporate headquarters at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19801, U.S.A. ( EDL Holding ), Euro Disney Investments S.A.S., a French société par actions simplifiée, having its registered office at 1 rue de la Galmy, Chessy and registered with the Meaux Trade and Companies Registry under number ( EDI S.A.S. ) and EDL Corporation S.A.S., a French société par actions simplifiée, having its registered office at 1 rue de la Galmy, Chessy and registered with the Meaux Trade and Companies Registry under number ( EDLC S.A.S., collectively with EDL Holding and EDI S.A.S., the Bidders ), acting in concert, are making an irrevocable offer to the shareholders of Euro Disney S.C.A., a French société en commandite par actions having its registered office at 1 rue de la Galmy, Chessy, registered with the Meaux Trade and Companies Registry under number and with its shares listed on Euronext Paris (ISIN code FR ) ( Euro Disney S.C.A. or the Company ), to purchase all of the Company s shares not already owned by the Bidders, at a price per share equal to the highest price paid by the Bidders in the transactions carried out within the framework of the implementation of the Recapitalization Plan (as defined below), i.e., 1.25 euro per share (the Offer Price ), and according to the conditions described below (the Offer ). In accordance with the provisions of Article of the AMF General Regulation, BNP Paribas, acting in its capacity as presenting bank for the Offer, has filed with the AMF, on February 20, 2015, the proposed Offer (including a draft offer document), on behalf of the Bidders, in the form of a simplified cash tender offer (offre publique d achat simplifiée), it being specified that only BNP Paribas guarantees the content and the irrevocable nature of the undertakings of the Bidders in the context of the Offer. The Offer relates to all of the existing shares of the Company that are not already owned by the Bidders as of the date of the Response Document, including 215,000 treasury shares and 10 Company s shares owned by EDL Participations S.A.S., a direct wholly owned subsidiary of EDL Holding, i.e., a number of 216,689,870 existing shares, representing 27.66% of the Company s share capital and voting rights, based on a total number of 783,364,900 Company s shares composing the Company s share capital as of the date of this document. The Offer is not subject to any condition relating to a minimum number of shares to be tendered in order to complete the Offer. In addition, the Offer is not subject to a condition relating to the obtainment of any antitrust authorization or other regulatory authorization. The Offer is made pursuant to Articles and of the AMF General Regulation, which renders mandatory the filing, by EDL Holding, EDI S.A.S. and EDLC S.A.S., which are three wholly-owned indirect subsidiaries of TWDC, acting in concert, of a tender offer on all of the Company s shares that they do not already own, as a consequence of the increase of their shareholding in the Company s share capital resulting from the Company s Share Capital Increases (as defined below). 3

4 English translation for information purposes only 1. INFORMATION RELATING TO THE CHARACTERISTICS, AND IN PARTICULAR THE LEGAL, FINANCIAL AND ACCOUNTING CHARACTERISTICS, OF EURO DISNEY S.C.A. The information relating to the characteristics, and in particular the legal, financial and accounting characteristics, of Euro Disney S.C.A. is contained in the reference document filed with the AMF on December 17, 2014 under number D (the Reference Document ), subject to what is indicated in this document. The information contained in the Reference Document was subject to a certificate issued by the Gérant of Euro Disney S.C.A., Euro Disney S.A.S., represented by Tom Wolber in his capacity as Président (the Gérant ) (see page 202 of the Reference Document), and to a letter of Euro Disney S.C.A. s statutory auditors (lettre de fin de travaux). The Reference Document is available on the websites of the AMF ( and of Euro Disney S.C.A. ( It may also be retrieved free of charge at Euro Disney S.C.A. s registered office (1, rue de la Galmy, Chessy). This document includes by reference the Reference Document. 2. RECENT EVENTS WHICH OCCURRED SINCE PUBLICATION OF THE REFERENCE DOCUMENT To the Company s knowledge, as of the date of this document, there is no litigation, arbitration or exceptional fact, other than those mentioned in this document or in the Response Document, and other than the filling of the Offer and the transactions related thereto, which is likely to have a material impact on the business, the assets, the results or the financial situation of the Company. Euro Disney S.C.A. issues its press releases on its website ( In particular, Euro Disney S.C.A. issued the press releases mentioned in sections 2.2 and 2.3 below, relating to the significant events which occurred since the filing of the Reference Document. Those press releases are contained in Annex 2 to this document Combined shareholders general meeting of January 13, 2015 The combined shareholder s general meeting convened on January 13, 2015 (the Shareholders Meeting ) approved the resolutions contained in Annex 1 to this document. The main resolutions adopted by the Shareholders Meeting are described below. Pursuant to the 1 st and 2 nd resolutions, the Shareholders Meeting approved the financial statements of the Company for the fiscal year ended on September 30, 2014, as well as the consolidated financial statements of the Euro Disney S.C.A. group (the Group ) for the fiscal year ended on September 30, Moreover, the Shareholders Meeting renewed the terms of office of: Mr. Michel Corbière and Mr. James A. Rasulo, as members of the supervisory board of the Company (the Supervisory Board ), for three (3) years, until the end of the annual general meeting to be called to approve the financial statements for the fiscal year ending on September 30, 2017, pursuant to the 6 th and 7 th resolutions adopted by the Shareholders Meeting (see section 3 below); Caderas Martin S.A., as titular statutory auditor, for six (6) fiscal years, until the end of the annual general meeting to be called to approve the financial statements for the fiscal year ending on September 30, 2010, pursuant to the 8 th resolution adopted by the Shareholders Meeting ; and 4

5 English translation for information purposes only Mr. Jean-Lin Lefebvre, as substitute statutory auditor, for the same duration, pursuant to the 9 th resolution adopted by the Shareholders Meeting. Furthermore, pursuant to the 10 th resolution, the Shareholders Meeting authorized the Gérant of the Company to purchase and sell the Company s shares on the stock market (see section 6 below). It should also be noted the delegations of authority that have been granted to the Gérant under the 11 th and 12 th resolutions adopted by the Shareholders Meeting, specifically relating to the Rights Offering and to the Reserved Capital Increases, respectively (see section 2.3 below, including for the definition of these terms). As of the date of this document, those delegations of authority have been fully used by the Gérant in order to implement the Company s Share Capital Increases (as defined below). Finally, the Shareholders Meeting authorized the Gérant and the legal representative of Euro Disney Commandité S.A.S. to approve the share capital increase to be implemented by the main operating subsidiary of the Company, Euro Disney Associés S.C.A. ( EDA S.C.A. ), through an increase of the nominal value of its shares, pursuant to the 14 th resolution adopted by the Shareholders Meeting (see section 2.4 below) Quarterly financial information On January 16, 2015, the Company issued a press release relating to the announcement of its revenues for the first quarter of fiscal year 2015, ended on December 31, 2014, which amounted to 341,5 million euros, representing an increase of 11.5% as compared to the first quarter of the prior fiscal year. Resort operating segment revenues increased by 12% to million euros, as compared to million euros in the prior-year period, due to higher resort volumes as well as an increase in average guest spending in them parks and hotels. Real estate development operating segment revenues decreased by 1.2 million euros to 0.2 million euros, from 1.4 million euros in the prior-year period. This press release is contained in Annex 2 to this document Company s Share Capital Increases It is reminded that, on October 6, 2014, the Company announced a comprehensive proposal of recapitalization and debt reduction of the Group, backed by the indirect principal shareholder of the Company, The Walt Disney Company ( TWDC ), aiming at improving the Group s financial position and enabling it to continue investing in Disneyland Paris (the Recapitalization Plan ). The Company s Supervisory Board expressed its unanimous support for the Recapitalization Plan on October 5, It is also reminded that as part of the implementation of the Recapitalization Plan, the Company carried out: a share capital increase with shareholders preferential subscription rights maintained, in an amount of 350,788,410 euros, subscribed for in cash, at a price of 1.00 euro per share (the Rights Offering ), it being specified that, on October 3, 2014 (i.e., the last trading day preceding the announcement of the Recapitalization Plan), EDL Holding took a unilateral commitment vis-à-vis the Company to subscribe for all of the shares that have not been subscribed by rights holders at the end of the subscription period upon exercise of their preferential subscription rights; and 5

6 English translation for information purposes only two share capital increases without shareholders preferential subscription rights, in an amount of 246 million euros each, subscribed for by way of set-off against receivables at a price of 1.25 euro per share (i.e., a total amount of 492 million euros), reserved respectively to EDI S.A.S. and EDLC S.A.S. (the Reserved Share Capital Increases, and together with the Rights Offering, the Company s Share Capital Increases ). The characteristics of the Company s Share Capital Increases, the launch of which was announced on January 14, 2015, have been described in details in the securities note that is part of the prospectus approved by the AMF under visa no on January 14, 2015 (the Prospectus ). Copies of the Prospectus are available, free of charge, at Euro Disney S.C.A. s registered office, 1 rue de la Galmy, Chessy, on Euro Disney S.C.A. s website ( as well as on the AMF s website ( On February 20, 2015, the Gérant noted the final completion of the Company s Share Capital Increases, the settlement and delivery of which occurred on this same date. The press releases issued by the Company in connection with the Company s Share Capital Increases are mentioned below and contained in Annex 2 to this document Press release dated January 14, 2015 On January 14, 2015, the Company issued a press release relating to the launch of the Company s Share Capital Increases, to which the summary of the Prospectus containing, in particular, the main characteristics of the Company s Share Capital Increases, was appended Press release dated February 17, 2015 On February 17, 2015, the Company issued a press release relating to the results of the Rights Offering Press release dated February 20, 2015 On February 20, 2015, the Company issued a press release relating to the final completion of the Company s Share Capital Increases EDA S.C.A. Share Capital Increase On February 23, 2015, EDA S.C.A. implemented a 1 billion euros share capital increase carried out through an increase of the nominal value of its shares (the EDA S.C.A. Share Capital Increase ). The shareholders of EDA S.C.A. (i.e., the Company, EDI S.A.S. and EDLC S.A.S.) subscribed to the EDA S.C.A. Share Capital Increase pro rata to their respective ownership in the share capital of EDA S.C.A.: the Company, which holds 82% of the share capital of EDA S.C.A., subscribed for an aggregate amount of 820 million euros, of which 328 million euros were paid in cash using substantially all of the net proceeds from the Rights Offering and 492 million euros were paid by way of set-off against the 492 million euros receivable owed by EDA S.C.A to the Company (such receivable having been previously assigned, at its nominal value, to the Company by EDI S.A.S. and EDLC S.A.S., the price for the assignment of such receivable having been paid by way of set-off against receivable with the subscription price of the Reserved Share Capital Increases); EDI S.A.S., which holds 9% of the share capital of EDA S.C.A., subscribed for an aggregate amount of 90 million euros, of which 36 million euros were paid in cash and 54 million euros were paid by way of set-off against a portion of the debt owed by EDA S.C.A to EDI S.A.S.; and 6

7 English translation for information purposes only EDLC S.A.S., which holds 9% of the share capital of EDA S.C.A., subscribed for an aggregate amount of 90 million euros, of which 36 million euros were paid in cash and 54 million euros were paid by way of set-off against a portion of the debt owed by EDA S.C.A to EDLC S.A.S. As a result of the EDA S.C.A. Share Capital Increase, EDA S.C.A. received 400 million euros in cash and reduced its indebtedness by 600 million euros, while the share capital of EDA S.C.A. was increased by 1 billion euros, the par value of the 4,073,994,378 shares composing its share capital having been increased from 0.05 euro per share to euro per share Group s indebtedness The Group s borrowings as of February 28, 2015, following the completion of the Company s Share Capital Increases and of the EDA S.C.A. Share Capital Increase, are detailed below: (in million euros) As of September 30, 2014 Increases 5 month-period ended on February 28, 2015 (non-audited) Debt-toequity conversions Repayment of the existing lines of credit As of February 28, 2015 (non-audited) Long-term loans 1 1, (238.6) Consolidated Promissory note - Disney Enterprises Inc (268.7) - - Consolidated Promissory note - Euro Disney S.A.S (92.7) - - Standby revolving credit facility of 100 million (100.0) - Standby revolving credit facility of 250 million (150.0) - Loan from TWDC to Centre de Congrès Newport S.N.C Total borrowings 1, (600.0) (250.0) The Annex 3 details all agreements entered into with TWDC in connection with financing activities, including the Group s interest incurred for the five month-period ended on February 28, It should be reminded that, within the context of the Recapitalization Plan, the terms of the existing term loans, the principal amount of which is 983 million euros after the debt-to-equity conversions described above, have been amended to eliminate all intermediary amortization payments for the principal prior to the final repayment of such loans. The maturity date has been changed and set on December 15, 2024 (instead of September 30, 2028), while the interest on such debt will continue to be payable each semester at the current interest rate (see section B.2. Group and Parent Company Management Report, sub-section Update on recent and upcoming events of the Reference Document (page 40 et seq.)). 2 The existing lines of credit have been fully repaid on February 24, 2015 and replaced by a new undrawn revolving line of credit with a 350 million euros principal amount, bearing interest at EURIBOR + 2% per annum and maturing on December 15, 2023 (see section B.2. Group and Parent Company Management Report, sub-section Update on recent and upcoming events of the Reference Document (page 40 et seq.)) 7

8 English translation for information purposes only 2.6. Right to Acquire Company s Shares Following completion of the Offer, and in order to give 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 specific conditions, to 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 last trading day preceding the opening of the subscription period of the Rights Offering (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 trading day immediately following the date of publication of the results of the Offer (the Offer Completion Date ) (the Eligible Shareholders ), 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 in accordance with the terms described below (the Right to Acquire Company s Shares ). The Right to Acquire Company s Shares represents an opportunity, for the Eligible Shareholders, to limit or cancel 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 TWDC 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 Right to Acquire Company s Shares and earlier than the prior maturity date of those receivables. The conditions for allocating and exercise of the Right to Acquire Company s Shares are described in detail in the securities note that is part of the Prospectus (see section 2.3 above). Copies of the Prospectus are available free of charge at Euro Disney S.C.A. s registered office, 1 rue de la Galmy, Chessy, on Euro Disney S.C.A. s website ( as well as on the AMF s website ( 3. SUPERVISORY BOARD OF THE COMPANY As indicated in section 2.1 above, the Shareholders Meeting renewed the terms of office of Mr. Michel Corbière and of Mr. James A. Rasulo as members of the Supervisory Board for three (3) years. In the context of the Rights Offering, all of the members of the Supervisory Board exercised the preferential subscription rights attached to the 250 Euro Disney S.C.A. shares they must hold in pure registered form pursuant to the internal regulations of the Company. As of the date of this document, the Supervisory Board is comprised of ten (10) members, the identity and the information relating to their nationality, age, position within the Supervisory Board and term of office s expiration date of whom, as well as the number of Company shares they own, are described below: 8

9 English translation for information purposes only Nom Nationality Age Function Term of office will expire during the annual general shareholders meeting related to fiscal year Number of shares held (1) Virginie Calmels French 44 Chairman ,500 Valérie Bernis French 55 Member ,500 Gérard Bouché French 65 Member ,400 Michel Corbière French 73 Member ,500 Axel Duroux French/ Swiss 51 Member ,500 Philippe Geslin French 74 Member ,500 Philippe Labro French 78 Member ,500 James A. Rasulo American 59 Member ,500 Anthony Martin Robinson British 52 Member ,500 Thomas O. Staggs American 54 Member ,500 (1) In accordance with the Supervisory Board s internal regulations, each member must hold a minimum of 250 shares of the Company for the entire duration of his/her term of office. 4. SHARE CAPITAL OF THE COMPANY 4.1. Shareholding composition As of the date of this document, the share capital of the Company amounts to 783,364,900 euros divided into 783,364,900 shares of a nominal amount of 1.00 euro each, fully paid up and all of the same class, and the number of theoretical voting rights amounts to 783,364,900 (including 215,000 treasury shares temporarily deprived of voting rights). Therefore, as of the date of this document, and to the Company s knowledge, following completion of the Company s Share Capital Increases (see section 2.3 above), the distribution of the Company s share capital and voting rights is as follows: Shareholder Number of shares and number of theoretical voting rights 3 % of the share capital % of exercisable voting rights 4 Total of shareholding held by TWDC subsidiriaries, broken down as follows: 566,675, % 72.36% EDL Holding Company LLC 173,075, % 22.10% Euro Disney Investments S.A.S. 196,800, % 25.13% EDL Corporation S.A.S. 196,800, % 25.13% 3 4 In accordance with provisions of Article , I al. 2 of the AMF General Regulation, the total number of voting rights has been calculated based on all the shares to which voting rights are attached, including shares deprived from voting rights. The percentage of exercisable voting rights has been calculated based on the total number of shares not deprived from voting rights, including therefore the 215,000 treasury shares which are deprived from voting rights. 9

10 English translation for information purposes only Shareholder Number of shares and number of theoretical voting rights 3 % of the share capital % of exercisable voting rights 4 Morgan Stanley & Co. International plc 5 44,673, % 5.70% Kingdom 5-KR-134, Ltd. 6 38,976, % 4.98% Syquant Capital 29,540, % 3.77% Invesco Ltd. 21,105, % 2.69% Public 82,394, % 10.50% Total 783,364, % 100% As of the date of this document, and to the Company s knowledge: except for the companies indicated above, no shareholder holds more than 2% of the Company s share capital; and the aggregate number of Company s shares held by members of the Supervisory Board and the General Management Committee of the Gérant is 88,400 shares for the same amount of voting rights Instruments giving access to the share capital of the Company In 2004, the Company s shareholders approved the implementation of a stock option plan (plan de souscription d actions) for employees or corporate officers (mandataires sociaux) giving them the possibility to subscribe for Company s shares (see note 21 Stock options of the Group s consolidated financial statements as of September 30, 2014, contained in the Reference Document (pages 105 to 107)). As of September 30, 2014, the number of exercisable stock options was 33,128. All of those stock options beneficiaries waived their right to exercise them by way of individual notice sent to the Company. Therefore, as of the date of this document, there are no longer outstanding stock options. Moreover, as of the date of this document, there are neither equity securities nor any other financial instruments or rights which may give access, either immediately or in the future, to the Company s share capital or voting rights. 5. RISK FACTORS Risk factors relating to the Company are described in section B.2 Group and Parent Company Management Report, sub-section Insurance and risk factors of the Reference Document (pages 59 to 64). As of the date of this document, the Company is not aware of other significant operational or financial risks relating to the Company. However, the investors attention is drawn to the fact that the list of risk factors mentioned in the Reference Document cannot be considered as exhaustive and that there may be other risks, totally or partially unknown, or the occurrence of which cannot be contemplated as of the date of this document, which may have a material adverse effect on the Company, its financial situation or its results. 5 6 Morgan Stanley & Co. International plc is controlled by Morgan Stanley. Company belonging to the Kingdom Holding Company Group, through which SAS Prince Alwaleed s interests in the Company are held. 10

11 English translation for information purposes only 6. VALID DELEGATIONS OF AUTHORITY GRANTED BY THE SHAREHOLDER S GENERAL MEETING TO THE GÉRANT Apart from the general powers according to the Supervisory Board or to the Gérant, as the case may be, by law and by the Company s bylaws, the Gérant of the Company has been granted the following authorization: Nature of the authorization or delegation granted Date of the general meeting and resolution concerned Duration of the authorization or delegation granted Maximum amount authorized Authorization granted to the Gérant to purchase and sell the Company s shares on the stock market January 13, th resolution 18 months from the general meeting Maximum number of shares purchased: 10% of the Company s share capital Maximum amount of funds used for the acquisition: 10,000,000 euros As of the date of this document, there is no other delegation of authority in current validity and not used granted by the Shareholders Meeting to the Gérant. In that respect, it should be noted that the adoption of the 11 th and 12 th resolutions by the Shareholders Meeting, specifically relating to the Rights Offering and to the Reserved Share Capital Increases, respectively (see section 2.3 above), deprived of any effect the delegations of authority granted by the Company s shareholders meeting of February 12, 2014 and mentioned in section B.2 Group and Parent Company Management Report, Annex 2, of the Reference Document.(page 66), it being specified that, as of the date of this document, these two delegations of authority granted by the Shareholders Meeting have been fully used by the Gérant to implement the Company s Share Capital Increases. 7. PERSON RESPONSIBLE FOR THIS DOCUMENT 7.1. Person responsible for this document Euro Disney S.A.S. 1, rue de la Galmy Chessy R.C.S. Meaux Gérant of Euro Disney S.C.A., represented by Mr. Tom Wolber in his capacity as Président. 11

12 English translation for information purposes only 7.2. Certificate of the person responsible for this document I certify that this document, which was filed with the Autorité des marchés financiers on March 31, 2015, and which will be issued no later than the day before the opening of the Offer, contains all the information required by Article of the General Regulations of the Autorité des marchés financiers and by Article 6 of the instruction of the Autorité des marchés financiers no dated July 25, 2006, in the context of the Offer initiated by EDL Holding, EDI S.A.S. and EDLC S.A.S. on the shares of Euro Disney S.C.A.. This information is, to my knowledge, is true and accurate and does not contain any omission which could make it misleading. On March 31, 2015 Euro Disney S.A.S. Gérant of Euro Disney S.C.A. Represented by Monsieur Tom Wolber as Président. 12

13 English translation for information purposes only ANNEX 1 RESOLUTIONS ADOPTED BY THE COMBINED GENERAL MEETING OF EURO DISNEY S.C.A. S SHAREHOLDERS OF JANUARY 13, 2015 The combined general meeting of the Company s shareholders, convened on January 13, 2015, adopted the following resolutions: Within the powers of the ordinary general meeting: Approval of the Company s annual financial statements for the fiscal year ended on September 30, 2014 (1 st resolution); Approval of the Group s consolidated financial statements for the fiscal year ended on September 30, 2014 (2 nd resolution); Allocation of the net loss for the fiscal year ended on September 30, 2014 (3 rd resolution); Approval of a related-party agreement (4 th resolution); Authorization given to the Gérant and to the legal representative of Euro Disney Commandité S.A.S. to make a decision concerning ratification of related-party agreements (5 th resolution); Renewal of Mr. Michel Corbière s term of office as member of the Company s Supervisory Board (6 th resolution); Renewal of Mr. James A. Rasulo s term of office as member of the Company s Supervisory board (7 th resolution); Renewal of Caderas Martin S.A. s term of office as titular statutory auditor (8 th resolution); Renewal of Mr. Jean-Lin Lefebvre s term of office as substitute statutory auditor (9 th resolution); and Authorization given to the Gérant to purchase and sell the Company s shares on the stock market (10 th resolution). Within the powers of the extraordinary general meeting: Delegation of authority to the Gérant to arrange the issuance of ordinary shares of the Company in a nominal amount of 350,788,410 euros, with shareholders preferential subscription rights maintained (11 th resolution); Delegation of authority to the Gérant to arrange the issuance of ordinary shares of the Company in a nominal amount of million euros for the benefit of EDI S.A.S., on the one hand, and in a nominal amount of million euros for the benefit of EDLC S.A.S, on the other hand, without shareholders preferential subscription rights (12 th resolution); and Authorization given to the Gérant of the Company and to the legal representative of Euro Disney Commandité S.A.S. to make a decision on the share capital increase to be carried out by EDA S.C.A. through an increase of the nominal value of its shares (14 th resolution). 13

14 English translation for information purposes only Within the powers of the ordinary general meeting: Authority for formalities (15 th resolution). It should be noted that the 13 th resolution, relating to a delegation of authority to the Gérant to arrange a share capital increase in a maximum nominal amount of 5.4 million reserved for the Company s employees participating in a company savings plan (Plan d épargne d entreprise), without shareholders preferential subscription rights, in accordance with Articles L et seq. of the Code du travail, was not approved. 14

15 English translation for information purposes only ANNEX 2 PRESS RELEASES PUBLISHED BY EURO DISNEY S.C.A. 15

16 EURO DISNEY S.C.A. Fiscal Year 2015 First Quarter Announcement Resort revenues increased 12% to 341 million, due to higher resort volumes as well as an increase in average guest spending in theme parks and hotels, reflecting the Group's continued focus on improving its offerings and guest satisfaction 1 billion recapitalization and debt reduction plan launched in January (Marne-la-Vallée, January 16, 2015) Euro Disney S.C.A. (the "Company"), parent company of Euro Disney Associés S.C.A., operator of Disneyland Paris, reported today revenues for its consolidated group (the "Group") for the first quarter of the fiscal year 2015 which ended December 31, 2014 (the "First Quarter"): Quarter ended December 31, Variance ( in millions, unaudited) Amount % Theme parks % Hotels and Disney Village % Other (0.6) (6.3)% Resort operating segment % Real estate development operating segment (1.2) n/m Total revenues % n/m: not meaningful Resort operating segment revenues increased 12% to million from million in the prior-year period. Theme parks revenues increased 14% to million from million in the prior-year period due to a 9% increase in attendance and a 5% increase in average spending per guest. The increase in attendance was due to more guests visiting from France, the United Kingdom, the Netherlands and Belgium. The increase in average spending per guest was due to higher spending on admissions, merchandise and food and beverage. Hotels and Disney Village revenues increased 10% to million from million in the prior-year period due to a 4.6 percentage point increase in hotel occupancy, higher Disney Village activity and a 3% increase in average spending per room. The increase in hotel occupancy resulted from 24,000 additional room nights sold compared to the prior-year period, due to more guests visiting from the United Kingdom and France as well as more business group activity. The increase in average spending per room resulted from higher daily room rates and higher spending on food and beverage, partly offset by lower spending on merchandise. Other revenues decreased by 0.6 million to 9.0 million from 9.6 million in the prior-year period. Real estate development operating segment revenues decreased by 1.2 million to 0.2 million, from 1.4 million in the prior-year period. This decrease was due to an additional revenue on a land sale received in the prior-year period. Given the nature of the Group's real estate development activity, the number and size of transactions vary from one year to the next. During the First Quarter, costs and expenses increased compared to the prior-year period, driven by costs associated with higher resort volumes as well as costs linked to new guest offerings and marketing, in line with our strategy of investing in the guest experience. 1

17 Commenting on the results, Tom Wolber, Président of Euro Disney S.A.S., said: "The increase in our resort revenues this quarter is encouraging and is due in part to our strategy of investing in the quality of the guest experience. We saw growth in all our key indicators, including attendance, notably at the Walt Disney Studios Park where we recently opened the well-received Ratatouille: L'Aventure Totalement Toquée de Rémy attraction, and guest spending. We remain confident in our long-term strategy, but we are still cautious for the remainder of this fiscal year in light of continued economic softness in European markets. As our priority remains the improvement of the guest experience, we continue to invest in our hotel renovation program at the Newport Bay Club hotel and we plan to launch a brand new entertainment experience this summer based on the hit Disney animated movie Frozen. The strengthened financial structure of the group following the recapitalization and debt reduction plan will enable us to continue investing in the Resort." RECENT AND UPCOMING EVENTS 24.5 million amount received by the Group from The Walt Disney Company (France) S.A.S. as a lease termination fee During the First Quarter, the Group received a 24.5 million fee for the termination, before the contractual term, of a lease agreement signed in 2001 with Disney Channel France S.A.S. related to office space located in the Walt Disney Studios Park. This amount was recorded in the consolidated statements of income in other income. Launch of the implementation of the recapitalization and debt reduction plan of the Group On January 14, 2015, the Company announced the launch of the share capital increases, proposed within the framework of the recapitalization and debt reduction plan of the Group announced on October 6, These transactions were approved by the Company's shareholders on January 13, 2015 and the prospectus relating to these transactions was approved by the Autorité des marchés financiers on January 14, The recapitalization and debt reduction plan totals approximately 1 billion and will improve the cash position of the Group, reduce its indebtedness and improve its liquidity through interest savings and deferral of amortization of borrowings. The transactions pertaining to the recapitalization and debt reduction plan are expected to be completed in the first semester of calendar For more information, please refer to the press release issued on January 14, 2015 and available on the Group's website. Disneyland Paris continues "Swing into Spring" celebrations for Spring 2015 Starting in March, Disneyland Paris will again launch a three-month spring festival celebrating nature and the awakening of a new season. The Disneyland Park will be transformed into a floral garden with brand new musical performances to give our guests the ultimate springtime experience. 2

18 Press Contact Investor Relations Cathy Pianon Yoann Nguyen Tel: Tel: Fax: Fax: Corporate Communication François Banon Tel: Fax: Next Scheduled Release in January 2015: Disclosure of the Total Number of Voting Rights and Shares Additional financial information can be found on the internet at Code ISIN: Code Reuters: Code Bloomberg: FR EDLP.PA EDL:FP The Group operates Disneyland Paris, which includes: Disneyland Park, Walt Disney Studios Park, seven themed hotels with approximately 5,800 rooms (excluding approximately 2,300 additional third-party rooms located on the site), two convention centers, the Disney Village, a dining, shopping and entertainment center, and golf courses. The Group's operating activities also include the development of the 2,230-hectare site, half of which is yet to be developed. Euro Disney S.C.A.'s shares are listed and traded on Euronext Paris. 3

19 Not for publication, release or distribution directly or indirectly in the United States of America, Canada, Australia or Japan. This document is an advertisement and not a prospectus for the purposes of the Prospectus Directive (2003/71/EC, as amended) and investors in the European Economic Area should not subscribe for or purchase any transferable securities referred to in this document except on the basis of information contained in the Prospectus (as defined below) approved by the Autorité des marchés financiers (the AMF ) on January 14, 2015 and published in accordance with the Prospectus Directive as implemented in France, and in the case of the United Kingdom, passported. Copies of the Prospectus are available free of charge at Euro Disney S.C.A.'s registered office, 1 rue de la Galmy Chessy, France, on Euro Disney S.C.A.'s website ( as well as on the AMF's website ( Additional documents relating to the transactions that will be implemented will also be available on Euro Disney S.C.A.'s website ( EURO DISNEY S.C.A. Euro Disney S.C.A. announces the launch of its capital increases as part of the implementation of the proposal for recapitalization and debt reduction of the Euro Disney group announced on October 6, 2014, which is aimed at enabling the Euro Disney group to continue investing in the guest experience Euro Disney S.C.A. announces the launch of a rights offering for an amount of 350,788,410 euros to be subscribed in cash (the Rights Offering ) and of two reserved capital increases for a total amount of 492 million euros, to be subscribed by way of set-off against receivables, reserved to two companies whollyowned by The Walt Disney Company (the Reserved Capital Increases ). On January 13, 2015, all the resolutions in connection with the implementation of these transactions contemplated within the framework of the proposal for recapitalization and debt reduction of the Euro Disney group (the Proposal ) were approved by the shareholders general meeting of Euro Disney S.C.A. The main characteristics of the Rights Offering are as follows: Gross proceeds from the issuance: 350,788,410 euros. Subscription price: 1.00 euro per new share, to be subscribed in cash. Subscription ratio: 9 new shares for 1 existing share. Subscription period: from January 19, 2015 to February 6, 2015 (inclusive). Undertaking by EDL Holding Company LLC ( EDL Holding ), a company wholly-owned by The Walt Disney Company ( TWDC ), to exercise all of its preferential subscription rights and, if need be, to subscribe any shares that are not subscribed by other rights holders. The main characteristics of the Reserved Capital Increases are as follows: Gross proceeds from the issuance: 246 million euros for each Reserved Capital Increase, i.e., combined gross proceeds from the issuance amounting to 492 million euros. Subscription price: 1.25 euro per new share, to be subscribed by way of set-off against receivables (following the assignment by EDI S.A.S. and EDLC S.A.S. of part of their receivables held on Euro Disney Associés S.C.A. to Euro Disney S.C.A. at face value). Subscription reserved to Euro Disney Investments S.A.S. ( EDI S.A.S. ) for the first Reserved Capital Increase and to EDL Corporation S.A.S. ( EDLC S.A.S. ) for the second Reserved Capital Increase. Following completion of the Rights Offering and the Reserved Capital Increases, the shareholders of Euro Disney S.C.A. will have the opportunity to tender their shares in the mandatory tender offer that TWDC s subsidiaries will be required to launch pursuant to legal and regulatory provisions (the Mandatory Tender Offer ). The price of the Mandatory Tender Offer announced in the Proposal is 1.25 euro per share. Following completion of the Mandatory Tender Offer, EDI S.A.S. and EDLC S.A.S. will offer to each shareholder of Euro Disney S.C.A. the right to acquire, pro-rata to his shareholding, part of the Euro Disney S.C.A. shares issued to EDI S.A.S. and EDLC S.A.S. in the context of the Reserved Capital Increases, at 1.25 euro per share (the Right to Acquire Euro Disney S.C.A. shares ). The consequence of such mechanism on EDI S.A.S. and EDLC S.A.S. if and to the extent this right is exercised by shareholders of Euro Disney S.C.A. will be the monetization of the receivables of EDI S.A.S. and EDLC S.A.S. proportionally to the exercised Rights to Acquire Euro Disney S.C.A. shares earlier than the current maturity date of those receivables. If they do not participate in the Rights Offering or if they do not exercise their Rights to Acquire Euro Disney S.C.A. shares, shareholders will experience a dilution of their shareholding in Euro Disney S.C.A. share capital.

20 The AMF approved the prospectus relating to the Rights Offering, the Reserved Capital Increases and the Right to Acquire Euro Disney S.C.A. Shares on January 14, 2015 under visa no (the Prospectus ). The Prospectus will be passported in the United-Kingdom on January 15, (Marne-la-Vallée, January 14, 2015) Euro Disney S.C.A. announces, as part of the implementation of the Proposal backed by TWDC and announced on October 6, 2014, the launch of the Rights Offering and of the Reserved Capital Increases that have been approved at its shareholders general meeting held on January 13, 2015 (the Euro Disney S.C.A. Capital Increases ). The Euro Disney S.C.A. Capital Increases, amounting to a total of 842,788,410 euros (issue premium included), will improve the Euro Disney group s financial position and enable it to continue investing in Disneyland Paris. Tom Wolber, Président of Euro Disney S.A.S., Gérant of Euro Disney S.C.A., declared: I am very pleased to announce today the approval of all the resolutions in connection with the recapitalization plan and therefore the launch of the capital increase transactions. The deterioration in the economic climate in Europe, coupled with the Euro Disney group s high debt level, has affected the financial performance. This recapitalization plan will improve our financial situation and restore the financial flexibility we need to pursue our long term strategy. This strengthened financial structure will enable us to continue making investments in the Resort that enhance the guest experience. With regards to the 350,788,410 euro Rights Offering, each shareholder of Euro Disney S.C.A. will benefit from one preferential subscription right ( PSR ) for each share registered on a securities account at the end of the trading day on January 16, The subscription of new shares will be made in cash, at a price of 1.00 euro per share and at a ratio of 9 new shares for 1 existing share, leading to the issuance of 350,788,410 new shares. The shareholders will be able to exercise their PSR and therefore participate in the Rights Offering, or sell their PSR on the market. Subscriptions will be made on an irreducible basis only, it being specified that the offer will be open to the public only in France and in the United Kingdom (after 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). The subscription period of the new shares issued as part of the Rights Offering will start on January 19, 2015 and will end on February 6, 2015 (inclusive). During this period, the PSR will be listed and tradable on the regulated market of Euronext Paris. EDL Holding, which owns 39.8% of the share capital of Euro Disney S.C.A., committed to exercise all of its PSR and has furthermore undertaken a unilateral backstop commitment, pursuant to which EDL Holding undertook to subscribe for all shares issued as part of the Rights Offering that have not been subscribed by holders of PSR on an irreducible basis at the end of the subscription period. With regards to the Reserved Capital Increases, EDI S.A.S. and EDLC S.A.S. will each subscribe for 196,800,000 new shares, for a total amount of 492 million euros, issue premium included. The subscription to the new shares will be made by way of set-off against receivables, at a price of 1.25 euro per share (i.e., nominal of 1.00 euro and issue premium of 0.25 euro). In accordance with Article of the AMF general regulation and pursuant to the mission entrusted to it by the Supervisory Board of Euro Disney S.C.A., Ledouble S.A.S. delivered a report relating to the Reserved Capital Increases, which report was made available to the shareholders on December 26, 2014 and is appended to the securities note (note d opération) that is part of the Prospectus. The new shares issued in the context of the Euro Disney S.C.A. Capital Increases are ordinary shares of the same class as Euro Disney S.C.A. existing shares. The new shares will be listed for trading on Euronext Paris from February 20, They will be immediately fungible with the existing shares of Euro Disney S.C.A. 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 FR The indicative timetable for the implementation of the Euro Disney S.C.A. Capital Increases is included in the summary of the securities note which is attached to this press release as an exhibit.

21 Following completion of the Euro Disney S.C.A. Capital Increases, Euro Disney Associés S.C.A., its main operating subsidiary, will implement a capital increase of 1 billion euros, which will be subscribed by its existing shareholders pro-rata to their respective ownership and which will be carried out through an increase of the nominal value of its shares. Almost all the proceeds from the Rights Offering will be used by Euro Disney S.C.A. to subscribe to this capital increase to be implemented by Euro Disney Associés S.C.A. Mandatory Tender Offer Immediately following completion of the Euro Disney S.C.A. Capital Increases described above, BNP Paribas acting as presenting bank will file with the AMF on behalf of EDL Holding, EDI S.A.S. and EDLC S.A.S., a Mandatory Public Offer on all of the shares of Euro Disney S.C.A. not already owned by those subsidiaries of TWDC. The Mandatory Tender Offer will not be extended to the United States, in particular. The price of the Mandatory Tender Offer announced in the Proposal is 1.25 euro per share (the Tender Offer Price ). The consultancy firm Ledouble S.A.S. has been appointed as an independent expert in charge of assessing the fairness of the Tender Offer Price. The Mandatory Tender Offer will also have to be declared compliant by the AMF. Following receipt of the report from the consultancy firm Ledouble S.A.S., the Supervisory Board of Euro Disney S.C.A. will deliver a formal opinion to the shareholders of Euro Disney S.C.A. on the Mandatory Tender Offer. Right to Acquire Euro Disney S.C.A. shares Following completion of the Mandatory Tender Offer, EDI S.A.S. and EDLC S.A.S. will offer to each shareholder of Euro Disney S.C.A., who owns at least one Euro Disney S.C.A. share at each of the three following dates: (i) on January 16, 2015, (ii) on the date of settlement and delivery of the Rights Offering and (iii) on the date of completion of the Mandatory Tender Offer (i.e., on the trading day immediately following the date of publication of the final results of the Mandatory Tender Offer by the AMF), the right to acquire, pro-rata to his shareholding, part of the shares of Euro Disney S.C.A. issued to EDI S.A.S. and EDLC S.A.S. in the context of the Reserved Capital Increases, at a price per share of 1.25 euro, payable fully in cash. The Right to Acquire Euro Disney S.C.A. shares will be personal to the eligible shareholders of Euro Disney S.C.A. and will be non-negotiable, non-assignable and non-transferrable. The period during which this right will be exercisable will last 30 calendar days from the 6 th trading day (inclusive) following the completion date of the Mandatory Tender Offer. If not exercised, this right will automatically expire. The Right to Acquire Euro Disney S.C.A. Shares is described in detail in section 5.2 of the securities note which is part of the Prospectus. Following completion of the Mandatory Tender Offer, Euro Disney S.C.A. will issue a press release reminding eligible shareholders of the possibility to exercise this right. Information to the public The Prospectus approved by the AMF on January 14, 2015 under visa no , comprised of the reference document (document de référence) of Euro Disney S.C.A. filed with the AMF under filing number D on December 17, 2014 and of a securities note (including a summary of the Prospectus, which is also attached to this press release as an exhibit) is available free of charge at Euro Disney S.C.A. s registered office, 1 rue de la Galmy Chessy, on Euro Disney S.C.A. s website ( as well as on the AMF s website ( Euro Disney S.C.A. draws the public s attention to the sections relating to the risk factors described in section B.2 Group and Parent Company Management Report, sub-section Insurance and Risk Factors of its reference document and in section 2 of the securities note, and in particular to the risk factors described, together with certain mitigating factors, under the headers Risks Related to the Group s Borrowings and Risks Related to Potential Conflicts of Interest. * * * Société Générale Securities Services, which is in charge of the securities and financial services of the Euro Disney S.C.A. shares, will act as centralizing institution for both the Rights Offering and the exercise of the Right to Acquire Euro Disney S.C.A. shares. This press release must not be published, released or distributed, directly or indirectly, in the United States of America, Canada, Japan or Australia. This press release and the information contained herein do not constitute an offer to sell or subscribe, nor the solicitation of an order to purchase or subscribe, securities in the United States of America or in any other country.