MESSAGE FROM THE PRESIDENT 1 RESOLUTIONS PRESENTED AT EURO DISNEY S.C.A. ANNUAL GENERAL MEETING 5 EURO DISNEY S.C.A. SPECIAL REPORT OF THE GERANT 11

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1 Annual General Meeting February 28, 2013

2 SUMMARY MESSAGE FROM THE PRESIDENT 1 HOW TO PARTICIPATE IN THE GENERAL MEETING 2 RESOLUTIONS PRESENTED AT EURO DISNEY S.C.A. ANNUAL GENERAL MEETING 5 INFORMATION RELATED TO THE PROPOSED APPROVAL OF THE COOPTATION OF MR. AXEL DUROUX 10 EURO DISNEY S.C.A. SPECIAL REPORT OF THE GERANT 11 EURO DISNEY ASSOCIES S.C.A. SUPERVISORY BOARD SPECIAL REPORT ON RELATED-PARTY AGREEMENTS EURO DISNEY ASSOCIES S.C.A. STATUTORY AUDITORS SPECIAL REPORT ON RELATED-PARTY AGREEMENTS REQUEST FORM FOR DOCUMENTATION AND INFORMATION ACCESS MAP

3 MESSAGE FROM THE PRESIDENT Dear Shareholder, It s my pleasure to invite you to the Euro Disney S.C.A. Annual General Meeting to be held on Thursday February 28, 2013 at 9:30 a.m. at the Disney s Newport Bay Club Convention Center at Disneyland Paris, Chessy (Seine et Marne), France. The Annual General Meeting is a great opportunity to review key highlights of the past year and preview future projects. It is also a chance for shareholders, the management team and the Supervisory Board to gather and exchange ideas. In this booklet, you will find useful and practical information on how to participate and get the most out of the Euro Disney S.C.A. Annual General Meeting. You will also find the text of the resolutions to be submitted for your vote on February 28. I encourage you to read the 2012 Reference Document of Euro Disney S.C.A. for more useful information. I hope to see you at the Annual General Meeting and that you will join us in celebrating Disneyland Paris 20 th Anniversary. Yours sincerely, Philippe Gas C.E.O., Euro Disney S.A.S. Euro Disney S.C.A. - Annual General Meeting February 28,

4 HOW TO PARTICIPATE IN THE GENERAL MEETING REQUIRED CONDITIONS FOR PARTICIPATING IN THE GENERAL MEETING Any shareholder, regardless of the number of shares he or she holds, has the right to attend the General Meeting. The right to participate in the General Meeting is subject to the registration of the shares in the shareholder s name in the Company s share register (registered shares) or in a share account kept by a financial intermediary (bearer shares) by midnight, Paris time, three business days prior to the date of the General Meeting ( D-3 ), which means in this case, at the latest by Friday February 22, 2013 if the financial intermediary is closed during the week-end or by Saturday, February 23, HOW TO ATTEND If you wish to attend the General Meeting in person If you hold your shares in bearer form: You must contact your financial intermediary managing your share account, indicating your intention to participate in the General Meeting. Your financial intermediary will issue a certificate of ownership which will provide proof of your identity and your ownership of shares and will send it to Société Générale Services Assemblées (see contact information on next page). An admission card will then be mailed to your address. If you hold your shares in registered form: You must check the box A at the top of the enclosed voting/proxy form, date and sign it, and send it to Société Générale Services Assemblées using the enclosed pre-paid envelope. An admission card will then be mailed to your address. For any information on the status of your admission card request, please contact Société Générale Admission Cards Call Center from Monday to Friday between 8:30 a.m. and 6:00 p.m. at (from France: /min excluding VAT) or at (International rate in caller s country applies). If you cannot attend the General Meeting Three options are available to you with the voting/proxy form: ❶ Vote by mail, by checking the box I vote by post on the voting/proxy form (if needed, indicate by a shaded box the resolutions for which you vote no or abstain); ❷ Give proxy to the Chairman of the General Meeting, by checking the box I hereby give my proxy to the Chairman of the General Meeting on the voting/proxy form; ❸ Be represented by any person of your choice, by checking the box I hereby appoint on the voting/proxy form and fill the contact details of your representative at the Meeting in the specific box. Only voting/proxy forms that are completed, dated and signed, and received by Monday, February 25, 2013 at the latest by Société Générale Services Assemblées (see contact information on next page) will be taken into account. If you hold your shares on a bearer form, please include your certificate of ownership, issued by your financial intermediary managing your share account, with your voting/proxy form. 2 Euro Disney S.C.A. - Annual General Meeting February 28, 2013

5 HOW TO PARTICIPATE IN THE GENERAL MEETING You can also be represented without using this voting/proxy form by issuing a signed proxy specifying your last name, first name and address, along with the same information for your representative and send it either by: A mail to Société Générale Services Assemblées (see contact information below); or An including an electronic signature obtained from an accredited certification service provider, authorized pursuant to the applicable laws and regulations, to the following address: dlp.aga2013@disney.com, and details depending on your shareholding form as follows: If you hold your shares in bearer form: You must provide your full bank details and instruct the financial intermediary managing your share account to send (by mail or fax) a confirmation to Société Générale Services Assemblées (see contact information below). If you hold your shares in pure registered form: You must provide your Société Générale login (can be found at the top left of your share account statement). If you hold your shares in administrated registered form: You must provide your login issued by the financial intermediary managing your share account. HOW TO OBTAIN THE VOTING/PROXY FORM If you hold your shares in bearer form: You can obtain this voting/proxy form by contacting Société Générale Services Assemblées (see contact information below) or by downloading it from the Euro Disney S.C.A. website in the Shareholders/General Meeting Section: To be valid, any request for a voting/proxy form must be received at the latest on Friday, February 22, If you hold your shares in registered form: The voting/proxy form is enclosed in this packet. Société Générale - Services Assemblées BP , rue du Champ de Tir NANTES CEDEX 03 FRANCE Fax: +33 (0) Euro Disney S.C.A. - Annual General Meeting February 28,

6 HOW TO PARTICIPATE IN THE GENERAL MEETING VOTING/PROXY FORM HOW TO COMPLETE THE VOTING/PROXY FORM 1 st STEP OR 2 nd STEP You wish to attend the Meeting in person and receive an admission card, check the box A and go to the 3 rd step. You are unable to attend the Meeting and wish to vote by mail or to be represented, go to the 2 nd step. You wish to vote by mail, check the box 1 and follow the instructions. You wish to give proxy to the Meeting Chairman, check the box 2 (do not check box 1 or box 3). You wish to give proxy to the person of your choice, who will attend the Meeting: check the box 3 and fill in the contact details of this person. IMPORTANT : Avant d exercer votre choix, veuillez prendre connaissance des instructions situées au verso - Important: Before selecting please refer to instructions on reverse side. Quelle que soit l option choisie, noircir comme ceci la ou les cases correspondantes, dater et signer au bas du formulaire - Whichever option is used, shade box(es) like this, date and sign at the bottom of the form. AA. Je désire assister à cette assemblée et demande une carte d admission : dater et signer au bas du formulaire. / I wish to attend the shareholder s meeting and request an admission card: date and sign at the bottom of the form. B. J utilise le formulaire de vote par correspondance ou par procuration ci-dessous, selon l une des 3 possibilités offertes / I prefer to use the postal voting form or the proxy form as specified below. EURO DISNEY S.C.A. Société en commandite par actions au capital de euros Siège social : Immeubles Administratifs Route Nationale CHESSY R.C.S. MEAUX ASSEMBLEE GENERALE ANNUELLE Se tenant le 28 février 2013 à 9h30 ANNUAL GENERAL MEETING To be held on February 28 th, 2013 at 9:30 a.m. CADRE RÉSERVÉ À LA SOCIÉTÉ - FOR COMPANY S USE ONLY Identifiant - Account Single vote Double vote Nombre d actions Number of shares Porteur - Bearer Nombre de voix - Number of voting rights JE VOTE PAR CORRESPONDANCE / I VOTE BY POST Cf. au verso (2) - See reverse (2) Je vote OUI à tous les projets de résolutions présentés ou agréés par le Conseil d Administration ou le Directoire ou la Gérance, à l EXCEPTION de ceux que je signale en noircissant comme ceci la case correspondante et pour lesquels je vote NON ou je m'abstiens. I vote YES all the draft resolutions approved by the Board of Directors, EXCEPT those indicated by a shaded box like this, for which I vote NO or I abstain. Sur les projets de résolutions non agréés par le Conseil d Administration ou le Directoire ou la Gérance, je vote en noircissant comme ceci la case correspondant à mon choix. On the draft resolutions not approved by the Board of Directors, I cast my vote by shading the box of my choice like this. JE DONNE POUVOIR AU PRÉSIDENT DE L ASSEMBLÉE GÉNÉRALE Cf. au verso (3) I HEREBY GIVE MY PROXY TO THE CHAIRMAN OF THE GENERAL MEETING See reverse (3) JE DONNE POUVOIR À : Cf. au verso (4) I HEREBY APPOINT: See reverse (4) M. Mme ou Mlle, Raison Sociale / Mr, Mrs or Miss, Corporate Name Adresse / Address ATTENTION : s il s agit de titres au porteur, les présentes instructions ne seront valides que si elles sont directement retournées à votre banque. CAUTION: if it is about bearer securities, the present instructions will be valid only if they are directly returned to your bank. Nom, prénom, adresse de l actionnaire (si ces informations figurent déjà, les vérifier et les rectifier éventuellement). Cf au verso (1) Surname, first name, address of the shareholder (if this information is already supplied, please verify and correct if necessary). See reverse (1) Si des amendements ou des résolutions nouvelles étaient présentés en assemblée / In case amendments or new resolutions are proposed during the meeting - Je donne pouvoir au Président de l assemblée générale de voter en mon nom. / I appoint the Chairman of the general meeting to vote on my behalf... - Je m abstiens (l abstention équivaut à un vote contre). / I abstain from voting (is equivalent to vote NO)... - Je donne procuration [cf. au verso renvoi (4)] à M., Mme ou Mlle, Raison Sociale pour voter en mon nom... / I appoint [see reverse (4)] Mr, Mrs or Miss, Corporate Name to vote on my behalf Pour être prise en considération, toute formule doit parvenir au plus tard : In order to be considered, this completed form must be returned at the latest: Date & Signature sur 1 ère convocation / on 1 st notification sur 2 nde convocation / on 2 nd notification 25/02/2013 / February 25th, /02/2013 / February 25th, rd STEP Regardless of the option you chose, do not forget to date and sign here. Fill in your last name, first name and address or verify them if they are already written. Only voting/proxy forms that are completed, dated and signed, and are received by Monday, February 25, 2013 at the latest by Société Générale Services Assemblées will be taken into account. If you hold your shares on a bearer form, please include your certificate of ownership with your voting/proxy form. Société Générale Services Assemblées BP , rue du Champ de Tir Nantes Cedex 03 France 4 Euro Disney S.C.A. - Annual General Meeting February 28, 2013

7 RESOLUTIONS PRESENTED AT EURO DISNEY S.C.A. ANNUAL GENERAL MEETING FIRST RESOLUTION Approval of the financial statements of the Company for the fiscal year ended September 30, 2012 Discharge to the Gérant and the members of the Supervisory Board The General Meeting, voting as an ordinary general meeting, after having taken note of the general reports of the Gérant, the Supervisory Board and the Statutory Auditors for the fiscal year ended on September 30, 2012, and on the financial statements of the said fiscal year, approves the Company s financial statements for the fiscal year ended September 30, 2012, in the form presented to the meeting, as well as all the transactions recorded in such financial statements and reports and grants to the Gérant and the members of the Supervisory Board full discharge for the performance of their respective duties during the said fiscal year. SECOND RESOLUTION Approval of the financial consolidated statements of the Euro Disney S.C.A. group for the fiscal year ended September 30, 2012 The General Meeting, voting as an ordinary general meeting, after having taken note of the general reports of the Gérant, the Supervisory Board and the Statutory Auditors for the fiscal year ended on September 30, 2012, and on the consolidated financial statements of the Euro Disney S.C.A. group (the Group ) of the said fiscal year, approves the consolidated financial statements for the fiscal year ended September 30, 2012, in the form presented to the meeting, as well as all the transactions recorded in such financial statements and reports. THIRD RESOLUTION Allocation of the net loss for the fiscal year ended September 30, 2012 The General Meeting, voting as an ordinary general meeting, having announced that the net loss for the fiscal year ended September 30, 2012 amounted to 1.4 million, recommends the allocation of said loss to the Accumulated Deficit account, the negative balance of which is now million. It must be noted, in accordance with applicable law, that no dividend has been distributed for the fiscal years ending September 30, 2009, September 30, 2010 and September 30, Euro Disney S.C.A. - Annual General Meeting February 28,

8 RESOLUTIONS PRESENTED AT EURO DISNEY S.C.A. ANNUAL GENERAL MEETING FOURTH RESOLUTION Authorization granted to the Gérant and to the legal representative of Euro Disney Commandité S.A.S. to pronounce themselves on the approval of related-party agreements authorized by the Supervisory Board of Euro Disney Associés S.C.A. The General Meeting, voting as an ordinary general meeting, having noted that during the fiscal year ended September 30, 2012, the following agreements, governed by the provisions of Article L of the French Commercial Code ( Code de commerce ), have been authorized by the Supervisory Board of Euro Disney Associés S.C.A. ( EDA ): 1. at its meeting held on November 8, 2011: further to The Walt Disney Company ( TWDC ) agreement to defer a further 8.9 million of fiscal year 2011 royalties into long-term subordinated debt, the deferral letter and the promissory note to evidence the terms of the indebtedness assumed by EDA as a result of this additional deferral, as well as the related super-subordination agreement between EDA, TWDC and the Caisse des dépôts et consignations, the additional standby revolving credit facility of 150 million from TWDC until September 30, 2018, in connection with the approval from the lenders to increase EDA s investments by up to 250 million, these investments corresponding to the annual recurring investment budget for fiscal year 2012 and a multi-year expansion of the Walt Disney Studios Park, including a new attraction, 2. at its meeting held on February 17, 2012: the conclusion of a consultancy agreement for a period of six months between EDA and GB Conseil S.A.R.L., whose managing director is Mr. Gérard Bouché (member of the Supervisory Board), and so, in order to improve productivity and/or reduce operational costs associated with the supply chain of the Group, 3. at its meeting held on May 24, 2012: the conclusion of a fourth amendment to the Contract of Maîtrise d oeuvre and Mission of Owner s Agent dated January 27, 2005 between EDA and Euro Disneyland Imagineering S.A.R.L. ( EDLI ), whereby EDA underwrites a decennial liability policy on behalf of EDLI pursuant to Articles L and L of the French Insurance Code ( Code des assurances ) and Article 1792 of the French Civil Code ( Code civil ), and authorizes its insurer to have recourse against EDLI s decennial liability insurer, 4. at its meeting held on September 18, 2012: i) related-party agreements related the Group s debt refinancing (the Refinancing ) Related-party agreements for the purposes of the Refinancing: the loan of million granted by Euro Disney Investments S.A.S. to EDA, bearing interest at a fixed rate of 4%, with interest payments due every semester and principal repayments due annually beginning in fiscal year 2014 and ending in fiscal year 2028, the loan of million granted by EDL Corporation S.A.S. to EDA, bearing interest at a fixed rate of 4%, with interest payments due every semester and principal repayments due annually beginning in fiscal year 2014 and ending in fiscal year 2028, the new standby revolving credit facility of 100 million granted by TWDC to EDA available until September 30, 2017, fully drawn on as part of the Refinancing and bearing interest at Euribor +2%, 6 Euro Disney S.C.A. - Annual General Meeting February 28, 2013

9 RESOLUTIONS PRESENTED AT EURO DISNEY S.C.A. ANNUAL GENERAL MEETING Related-party agreements in connection with the Refinancing: the standby revolving credit facility resulting from the consolidation of two standby revolving credit facilities previously granted by TWDC to EDA, amounting to 250 million reduced from October 1, 2014 to 150 million, available until September 30, 2018 and bearing interest at Euribor, the consolidated, amended and restated contractual obligations related to a long-term subordinated loan granted by TWDC in fiscal year 2005 and to royalties deferrals payable to Disney Enterprises Inc. with respect to fiscal years 2005 through 2011, amounting to million (together with capitalized interest) and bearing interest at 6-month Euribor with principal repayments scheduled in fiscal years 2029 and 2030, the consolidated, amended and restated contractual obligations related to management fees deferrals payable to Euro Disney S.A.S. with respect to fiscal years 2005 through 2011, amounting to 92.7 million (together with capitalized interest) and bearing interest at 6-month Euribor with principal repayments scheduled in fiscal years 2029 and 2030, ii) other related- party agreements: the renewal for three years of the agreement between Disney Destinations LLC and EDA dated August 5, 2009 for the provision of call center reservation agent services relating to reservations from the United Kingdom extended to English calls from other E.U. countries, the conclusion of an amendment to the agreement between Disney Interactive Media Group ( DIMG ) and EDA dated July 23, 2010 for the provision by DIMG of hosting and related services to the Group s websites, permitting EDA to get additional modules in order to evaluate the impact of online banners display on website sales and segment the website visits to analyze its prospects and clients behavior, in accordance with Article 8.2.(f) of the by-laws of the Company, authorizes the Gérant, in its capacity as representative of the Company acting as shareholder of EDA as well as Euro Disney Commandité S.A.S. legal representative acting as general partner of EDA, to vote during the shareholders meeting of EDA or to pronounce itself favorably, as the case may be, in favor of the approval of the above mentioned agreements. FIFTH RESOLUTION Approval of the cooptation of Mr. Axel Duroux as new member of the Supervisory Board The General Meeting, voting as an ordinary general meeting, approves the cooptation of Mr. Axel Duroux as member of the Supervisory Board, decided by the Supervisory Board during its meeting held on January 8, 2013, following Mr. Antoine Jeancourt-Galignani s resignation, for three years, i.e. until the close of the annual general meeting which will deliberate upon the annual financial statements of fiscal year ending September 30, Euro Disney S.C.A. - Annual General Meeting February 28,

10 RESOLUTIONS PRESENTED AT EURO DISNEY S.C.A. ANNUAL GENERAL MEETING SIXTH RESOLUTION Renewal of term of office of a member of the Supervisory Board Mr. Gérard Bouché The General Meeting, voting as an ordinary general meeting, after having acknowledged that the term of office of Mr. Gérard Bouché expires at the close of this meeting, renews the term of office of Mr. Gérard Bouché as member of the Supervisory Board for three (3) years, i.e. until the close of the annual general meeting which will deliberate upon the annual financial statements of the fiscal year ending September 30, SEVENTH RESOLUTION Renewal of term of office of a member of the Supervisory Board Mr. Philippe Geslin The General Meeting, voting as an ordinary general meeting, after having acknowledged that the term of office of Mr. Philippe Geslin expires at the close of this meeting, renews the term of office of Mr. Philippe Geslin as member of the Supervisory Board for three (3) years, i.e. until the close of the annual general meeting which will deliberate upon the annual financial statements of the fiscal year ending September 30, EIGHTH RESOLUTION Authorization to purchase and sell the Company s Shares on the stock market The General Meeting, voting as an ordinary general meeting, having heard the special report of the Gérant and the report of the Supervisory Board, and having noted that the authorization granted to the Gérant under the ninth resolution of the combined general meeting dated February 17, 2012, has been used by the Gérant to implement a liquidity contract in the framework of the share consolidation and will expire on August 17, 2013, 1. decides that the authorization granted to the Gérant under the ninth resolution of the combined general meeting dated February 17, 2012, will expire at the close of this meeting, 2. authorizes the Gérant again to purchase and sell the Company s shares on the stock market in accordance with the provisions of Articles L and seq. of the French Commercial Code ( Code de commerce ), the Règlement européen n 2273/2003 of December 22, 2003 and the Règlement général of the Autorité des marchés financiers, 3. resolves that the Company s shares may be acquired, sold or transferred on or off the market, at any time (including in period of exchange offer), in one or several times and in any manner including without limitation by way of block transfers, optional purchases, use or exercise of financial instruments or derivative marketable securities, for one or several of the purposes contemplated by applicable law, including without limitation: to regulate the secondary stock market or the liquidity of the Company s shares through an independent investment services provider acting within the framework of an agreement consistent with investment practices recognized by the Autorité des marchés financiers, 8 Euro Disney S.C.A. - Annual General Meeting February 28, 2013

11 RESOLUTIONS PRESENTED AT EURO DISNEY S.C.A. ANNUAL GENERAL MEETING to retain the shares so acquired, for their remittance in cash or in exchange, notably in connection with external growth activities, to grant shares to employees and directors of the Company and its affiliated companies, pursuant to the schemes available under applicable law, to remit shares upon the exercise of rights in connection with marketable securities entitling the holder to securities giving right, immediately upon or following issuance, to a portion of the share capital of the Company, to cancel the shares so acquired, subject to a further resolution to be adopted to this effect by the shareholders extraordinary general meeting, 4. grants full authority to the Gérant to determine the terms and conditions for such purchases and sales in accordance with applicable law and subject to the following conditions, as such conditions may be further adjusted in accordance with applicable law notably in case of variations in the share capital: the purchase price may not exceed twenty euros ( 20) per share, the maximum number of shares purchased by the Company shall not exceed the amount that may legally be held by the Company, the aggregate amount of funds used for the acquisition of the Company shares shall not exceed ten million euros ( 10,000,000), the authorization granted hereunder is valid for eighteen (18) months from the date of this General Meeting, 5. grants to the Gérant full authority, with the right to sub-delegate, to operate on the market, to enter into any agreement, to proceed with any formality and to make any statement, and more generally to take all appropriate measures for the completion of the foregoing. NINTH RESOLUTION Powers to effect legal formalities Full powers are given to the bearer of a copy or extract of the minutes of this meeting in order to publish or file or perform any other formalities prescribed by law. Euro Disney S.C.A. - Annual General Meeting February 28,

12 INFORMATION RELATED TO THE PROPOSED APPROVAL OF THE COOPTATION OF MR. AXEL DUROUX AS MEMBER OF THE SUPERVISORY BOARD Mr. Axel Duroux is Chief Executive Officer and Director of AXMA S.A., a company he founded in June 2010, which specializes in new contents and digital communication. He is also Senior Advisor of Stereopictures Europe (subsidiary of Stereopictures Inc., one of the world s leading 3D relief producers) since April 2011 and Director of the Institut National de l Audiovisuel (French national audiovisual institute) since May Mr. Duroux began his career in 1986 as a journalist-reporter for the Sipa Press agency, and joined the French television channel La Cinq as a lead reporter in He became the communications advisor to the Chief Executive Officer of IBM France in In 1994, he created the French radio station RTL2 for the RTL group and was promoted to station Chairman in He became Chairman of another French radio station, Fun Radio, in the same year. In 2000, Mr. Duroux joined the Endemol Group as Chairman and Chief Executive Officer of Endemol Development and Vice President of Endemol France. From 2005 to 2009, he rejoined the RTL Group as Chairman of the Management Board. During this period, he was also appointed Director of CLT-UFA (the RTL Group s parent company in Europe) and Supervisory Board member of the French television channel M6. He joined the TF1 Group as Executive Vice President in Mr. Duroux, 49, is a French and Swiss citizen and holds a Masters degree in journalism from the Institut Français de Presse (French press institute). He also has a Masters degree in International Law and a degree in political science from the French Panthéon-Assas University. Additionally, he is Chevalier de l Ordre National de la Légion d honneur (French honorary institution). 10 Euro Disney S.C.A. - Annual General Meeting February 28, 2013

13 EURO DISNEY S.C.A. SPECIAL REPORT OF THE GERANT ANNUAL GENERAL SHAREHOLDERS' MEETING We remind you that, under the ninth resolution of the annual shareholders' meeting held on February 17, 2012, the Gérant was authorized to purchase and sell the Company's shares on the stock market in accordance with the provisions of Articles L and seq. of the French Commercial Code ( Code de commerce ), the Règlement européen n 2273/2003 of December 22, 2003 and the Règlement général of the Autorité des marchés financiers. As this authorization has been used by the Gérant to implement a liquidity contract and will expire on August 17, 2013, it is proposed that the authorization granted to the Gérant during the previous Shareholders' Meeting be terminated as of the close of your general meeting and replaced by a new authorization enabling the Gérant to purchase and sell the Company's shares on the stock market in accordance with the above mentioned provisions. These transactions may be conducted in order to: regulate the secondary stock market or the liquidity of the Company s shares through an independent investment services provider acting within the framework of an agreement consistent with investment practices recognized by the Autorité des marchés financiers, retain the shares so acquired, for their remittance in cash or in exchange, notably in connection with external growth activities, grant shares to employees and directors of the Company and its affiliated companies, pursuant to the schemes available under applicable law, remit shares upon the exercise of rights in connection with marketable securities entitling the holder to securities giving the right, immediately upon or following issuance, to a portion of the share capital of the Company, and cancel the shares so acquired, subject to a further resolution to be adopted to this effect by the Company s shareholders extraordinary general meeting. Chessy, November 30 th, For: Euro Disney S.A.S., Gérant By: Philippe Gas, Chief Executive Officer Euro Disney S.C.A. - Annual General Meeting February 28,

14 EURO DISNEY ASSOCIES S.C.A. SUPERVISORY BOARD SPECIAL REPORT ON RELATED-PARTY AGREEMENTS Ladies and Gentlemen, Your Supervisory Board, pursuant to Part II of the French Commercial Code ( Code de commerce ) and Article 6.3.(b) of the by-laws of your Company, is required to present to the Annual General Meeting a special report on relatedparty agreements governed by Article L of said Code. We inform you that during the fiscal year ended September 30, 2012 and pursuant to said Article L , the Gérant of your Company submitted to your Supervisory Board the following related-party agreements, which authorized each of them: 1. at its meeting held on November 8, 2011: further to The Walt Disney Company ( TWDC ) agreement to defer a further 8.9 million of fiscal year 2011 royalties into long-term subordinated debt, the related deferral letter and promissory note to evidence the terms of the indebtedness assumed by your Company as a result of this additional deferral, as well as the related super-subordination agreement between the Company, TWDC and the Caisse des dépôts et consignations; an additional standby revolving credit facility of 150 million from TWDC until September 30, 2018, in connection with the approval from the lenders to increase your Company s investments by up to 250 million, these investments corresponding to the annual recurring investment budget for fiscal year 2012 and a multi-year expansion of the Walt Disney Studios Park, including a new attraction; 2. at its meeting held on February 17, 2012: the conclusion of a consultancy agreement for a period of six months between your Company and GB Conseil S.A.R.L., whose managing director is Mr Gérard Bouché (member of the Supervisory Board), in order to improve productivity and/or reduce operational costs associated with this supply chain of the Euro Disney S.C.A. group, and for fees amounting to 50,000 exclusive of VAT; 3. at its meeting held on May 24, 2012: the conclusion of a fourth amendment to the Contract of Maîtrise d oeuvre and Mission of Owner s Agent dated January 27, 2005 between your Company and Euro Disneyland Imagineering S.A.R.L. ( EDLI ), whereby your Company underwrites a decennial liability policy on behalf of EDLI pursuant to Articles L and L of the French Insurance Code ( Code des assurances ) and Article 1792 of the French Civil Code ( Code civil ), and authorizes its insurer to have recourse against EDLI s decennial liability insurer; 4. at its meeting held on September 18, 2012: i) related-party agreements related the Euro Disney S.C.A. group s debt refinancing (the Refinancing ): Agreements for the purposes of the Refinancing: the loan of million granted by Euro Disney Investments S.A.S. to your Company, bearing interest at a fixed rate of 4%, with interest payments due every semester and principal repayments due annually beginning in fiscal year 2014 and ending in fiscal year 2028; the loan of million granted by EDL Corporation S.A.S. to your Company, bearing interest at a fixed rate of 4%, with interest payments due every semester and principal repayments due annually beginning in fiscal year 2014 and ending in fiscal year 2028; 12 Euro Disney S.C.A. - Annual General Meeting February 28, 2013

15 EURO DISNEY ASSOCIES S.C.A. SUPERVISORY BOARD SPECIAL REPORT ON RELATED-PARTY AGREEMENTS the new standby revolving credit facility of 100 million granted by TWDC to your Company available until September 30, 2017, fully drawn on as part of the Refinancing and bearing interest at Euribor +2%; Agreements in connection with the Refinancing: the standby revolving credit facility resulting from the consolidation of two standby revolving credit facilities previously granted by TWDC to your Company, amounting to 250 million reduced from October 1, 2014 to 150 million, available until September 30, 2018 and bearing interest at Euribor; the consolidated, amended and restated contractual obligations related to a long-term subordinated loan granted by TWDC in fiscal year 2005 and to royalties deferrals payable to Disney Enterprises Inc. with respect to fiscal years 2005 through 2011, amounting to million (together with capitalized interest) and bearing interest at 6-month Euribor with principal repayments scheduled in fiscal years 2029 and 2030; the consolidated, amended and restated contractual obligations related to management fees deferrals payable to Euro Disney S.A.S. with respect to fiscal years 2005 through 2011, amounting to 92.7 million (together with capitalized interest) and bearing interest at 6-month Euribor with principal repayments scheduled in fiscal years 2029 and 2030; ii) other related- party agreements: the renewal for three years of the agreement between your Company and Disney Destinations LLC dated August 5, 2009 for the provision of call center reservation agent services relating to reservations from the United Kingdom extended to English calls from other E.U. countries; the conclusion of an amendment to the agreement between your Company and Disney Interactive Media Group ( DIMG ) dated July 23, 2010 for the provision by DIMG of hosting and related services to the Euro Disney S.C.A. group s websites, permitting your Company to get additional modules in order to evaluate the impact of online banners display on website sales and segment the website visits to analyze its prospects and clients behavior. After examining all the documents submitted to your Supervisory Board by the Gérant, your Supervisory Board reports that, other than the aforementioned agreements and the agreements entered into by the Company and that were approved by you in previous years and remained in full force and effect during the fiscal year ended September 30, 2012 and without prejudice to the agreements assigned to the Company pursuant to the contribution agreement dated February 23, 2005, there were no other transactions governed by Article L of the French Commercial Code ( Code de commerce ) entered into during this fiscal year. Chessy, November 30 th, For the Supervisory Board Antoine Jeancourt-Galignani Chairman of the Supervisory Board Euro Disney S.C.A. - Annual General Meeting February 28,

16 EURO DISNEY ASSOCIES S.C.A. STATUTORY AUDITORS SPECIAL REPORT ON RELATED-PARTY AGREEMENTS Year ended September 30, 2012 THIS IS A FREE TRANSLATION INTO ENGLISH OF THE STATUTORY AUDITORS REPORT ISSUED IN THE FRENCH LANGUAGE AND PROVIDED SOLELY FOR THE CONVENIENCE OF ENGLISH SPEAKING READERS. THIS REPORT SHOULD BE READ IN CONJUNCTION WITH, AND CONSTRUED IN ACCORDANCE WITH, FRENCH LAW AND PROFESSIONAL AUDITING STANDARDS APPLICABLE IN FRANCE. PricewaterhouseCoopers Audit Caderas Martin 63, rue de Villiers 43, rue de Liège Neuilly-sur-Seine Cedex Paris STATUTORY AUDITORS SPECIAL REPORT ON RELATED-PARTY AGREEMENTS Year ended September 30, 2012 To the Shareholders EURO DISNEY ASSOCIES S.C.A. Immeubles Administratifs Route Nationale Chessy Ladies and Gentlemen, As Statutory Auditors of your company, we hereby present our report on related-party agreements. Our responsibility does not include identifying undisclosed related-party agreements. We are only required to report to you, on the basis of the information provided to us, on the main features and terms of the related-party agreements that have been disclosed to us, without commenting on their relevance or substance. Under the provisions of Article R of the French Commercial Code ( Code de commerce ), it is your responsibility to determine whether these agreements are appropriate and should be approved. Furthermore it is up to us, if required, to transmit the information foreseen in article R of the Code de commerce related to the pursuance during the fiscal year of the agreements already approved by the general meeting. We have performed the work that we considered necessary with regard to the professional ethics of the Compagnie nationale des commissaires aux comptes (the national company of statutory auditors) related to this assignment. This work consisted of checking the information given to us with the documents on which it is based. 14 Euro Disney S.C.A. - Annual General Meeting February 28, 2013

17 EURO DISNEY ASSOCIES S.C.A. STATUTORY AUDITORS SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AGREEMENTS SUBMITTED FOR THE APPROVAL OF THE GENERAL MEETING In compliance with article L of the Code de commerce, we were informed of the agreements already authorised by your Supervisory Board. I. AGREEMENTS BETWEEN YOUR COMPANY AND THE WALT DISNEY COMPANY ("TWDC") OR COMPANIES HELD BY THE WALT DISNEY COMPANY 1. AGREEMENT BETWEEN YOUR COMPANY AND DISNEY ENTERPRISE INC. ("DEI") At its meeting on November 8, 2011, within the framework of a complementary report on the payment of royalties granted by The Walt Disney Company, your Supervisory Board authorised drawing up a letter to postpone the amount of 8.9 million. This agreement was signed on November 8, AGREEMENT BETWEEN YOUR COMPANY AND TWDC At its meeting on November 8, 2011 your Supervisory Board authorised the granting of an additional standby revolving credit facility of million from TWDC until September 30, During 2012 this standby revolving credit facility was consolidated with the standby revolving credit facility of million already granted in As of September 30, 2012, this consolidated standby revolving credit facility of million has not been used. 3. AGREEMENT WITH EURO DISNEYLAND IMAGINEERING S.A.R.L ("EDLI") At its meeting on May 24, 2012 your Supervisory Board authorised the establishment of addendum n 4 to the contract between your company and EDLI, under the terms of which your company subscribes to a decennial liability insurance ( RCD ) on behalf of EDLI in compliance with articles L and L of the French Insurance Code and article 1792 of the Civil Code and authorises its insurance company to take recourse against the RCD insurer of EDLI. The agreement was signed on June 15, 2012 for a period of up to one year after reception of the last works carried out under addendum n 3. This new agreement replaced addendum n 3 to the contract of the project manager and the assistant project manager. The charge booked by your company during the 2012 financial period for these services amounts to 10.9 million. The payments for the period represent 12.7 million including taxes. 4. AGREEMENTS BETWEEN YOUR COMPANY AND DISNEY DESTINATION LLC ("DD LLC") At its meeting of September 18, 2012, your Supervisory Board authorised the renewal of an agreement between your company and DD LLC in view of transferring the management of calls for Disneyland Paris ( DLP ) from the United Kingdom to the existing call centres of your company and DD LLC. This agreement was signed on September 20 and 27, 2012 for a period of three years beginning on October 1, No amounts were recorded or paid for this renewal. Euro Disney S.C.A. - Annual General Meeting February 28,

18 EURO DISNEY ASSOCIES S.C.A. STATUTORY AUDITORS SPECIAL REPORT ON RELATED-PARTY AGREEMENTS 5. AGREEMENT BETWEEN YOUR COMPANY AND DISNEY INTERACTIVE MEDIA GROUP ("DIMG") At its meeting on September 18, 2012, your Supervisory Board authorised the renewal of the Hosting & Relating Services Agreement agreement with DIMG, regarding services for hosting the websites of the Euro Disney Group and related services that allow your company to use additional modules in order to evaluate the impact of the website banners on sales and to separate online visits in order to analyse client behaviour and prospects. The agreement was not signed at the date of this report. 6. AGREEMENTS FOR THE REFINANCING OF THE DEBT OF EURO DISNEY ASSOCIES S.C.A. AND THE COMPANIES CONTROLLED BY EURO DISNEY S.C.A. ( EURO DISNEY GROUP ) On September 27, 2012, the Euro Disney Group conducted a refinancing of its debt (excluding previously existing TWDC debt), through loans granted by TWDC and two of its French subsidiaries (EDL Corporation S.A.S. and Euro Disney Investments S.A.S.) for an overall amount of 1,332.0 million and exercised the agreement to sell granted under the terms of the leasing contract of Phases IA and IB of the Euro Disney project, thus becoming the owner of its assets (the Refinancing ). Within the framework of a Refinancing, your Supervisory Board authorised the following agreements at its meeting on September 18, 2012: 1. Agreements for Refinancing requirements signed on September 18, 2012: a) The granting by Euro Disney S.A.S. of a loan of million with a fixed interest rate of 4%. Interest payments are due every semester and principal repayments are due annually beginning in fiscal year 2014 and ending in fiscal year A charge of 0.3 million was booked in fiscal year b) The granting by EDL Corporation S.A.S. of a loan of million with a fixed interest rate of 4%. Interest payments are due every semester and principal repayments are due annually beginning in fiscal year 2014 and ending in fiscal year A charge of 0.3 million was booked in fiscal year c) TWDC made available of a new standby revolving credit facility of million until September 30, 2017, fully drawn with interest at Euribor rate plus a margin of 2%. A charge of 32 thousand was booked in fiscal year Agreements related to the Refinancing signed on September 27, 2012: a) Consolidation of both standby revolving credit facilities made available previously by TWDC for a total amount of million. This standby revolving credit facility bears interest at Euribor and will be reduced to million from October 1, 2014 and available until September 30, As of September 30, 2012, this consolidated standby revolving credit facility has not been used. b) Consolidation, amendment and reiteration of the contractual obligations related to a subordinate long term loan granted by The Walt Disney Company during the 2005 financial period and the deferral of the payment of royalties due to Disney Enterprises Inc. for the financial periods from 2005 to 2011 for an amount of million bearing interest at 6-month Euribor, the principal becoming refundable in fiscal years 2029 and A charge of 13 thousand was booked in fiscal year c) Consolidation, amendment and reiteration of the contractual obligations related to the deferral of the payment for the management fees due to Euro Disney S.A.S. for the financial periods from 2005 to 2011 for an amount of 92.7 million bearing interest at 6-month Euribor, the principal becoming refundable in fiscal years 2029 and A charge of 4.5 thousand was booked in fiscal year Euro Disney S.C.A. - Annual General Meeting February 28, 2013

19 EURO DISNEY ASSOCIES S.C.A. STATUTORY AUDITORS SPECIAL REPORT ON RELATED-PARTY AGREEMENTS II. AGREEMENT BETWEEN YOUR COMPANY AND OTHER INTERESTED PARTIES 1. AGREEMENT BETWEEN YOUR COMPANY AND THE COMPANY GB CONSEIL S.A.R.L. WHOSE MANAGER IS MEMBER OF YOUR SUPERVISORY BOARD At its meeting on February 17, 2012, your Supervisory Board authorised the conclusion of a consultant s contract with the company GB Conseil S.A.R.L. whose manager Gérard BOUCHE is a member of your Supervisory Board. This contract is aimed at improving productivity and/or reducing the operational costs of the supply chain of the Euro Disney Group. The agreement was signed on February 17, 2012 for a non-renewable period of 6-month. The charge booked by your company in fiscal year 2012 for these services amounts to 50.0 thousand. The payments for the period amounted to 59.8 thousand including taxes. AGREEMENTS ALREADY APPROVED BY THE GENERAL MEETING Under the dispositions of article R of the French Commercial Code ( Code de Commerce ), we were informed that the following agreements already approved by the general meeting in previous financial periods, were pursued during the fiscal year just ended. I. AGREEMENTS BETWEEN YOUR COMPANY AND EURO DISNEY S.C.A. Pursuant to the legal and financial restructuring of the Euro Disney Group in September 2004 and under the contribution agreement by which the quasi-totality of Euro Disney S.C.A. s assets and liabilities were contributed to your company in exchange for 82% of controlling equity interest of your company ( the Contribution Agreement ), the following agreements remained in place during fiscal year 2012: a) The sub-licence agreement between your company and Euro Disney S.C.A., which allows the latter to continue to use the name Euro Disney free of expense and to execute certain contracts not transferred to your company under the Contribution Agreement; b) The cash flow agreement between your company and Euro Disney S.C.A. by which the latter maintains funds made available to your company from the capital increase realised in The debts in your accounts at the end of the period amounts to 13.0 million and a charge of 81.4 thousand was booked during fiscal year 2012 related to these funds; c) The agreement for administrative assistance between your company and Euro Disney S.C.A., by which the latter provides to your company certain services in exchange for a remuneration, revisable annually. For fiscal year 2012, the expense recorded by your company amounts to 0.9 million. The payments for fiscal year 2012 represent 1.1 million including taxes. II. AGREEMENTS BETWEEN YOUR COMPANY AND EDL HOTELS S.C.A. ( EDLH ), AN ENTITY IN WHICH YOUR COMPANY HAS A 99.9% SHAREHOLDING Under the Contribution Agreement, the following agreements initially between Euro Disney S.C.A. and EDLH have been transferred to your company: a) Technical and Administrative Services Agreement On December 4, 1990, the Supervisory Board of Euro Disney S.C.A. authorised the signature of a 30-year agreement to provide EDLH with various technical and administrative services in connection with the planning, development and operation of the Phase IB Facilities. Euro Disney S.C.A. - Annual General Meeting February 28,

20 EURO DISNEY ASSOCIES S.C.A. STATUTORY AUDITORS SPECIAL REPORT ON RELATED-PARTY AGREEMENTS Under the Contribution Agreement, in return for providing services, your company will invoice EDLH for all costs incurred by or invoiced to your company in relation to these services, as well as their relative portion of the Base Management Fee and the Management Incentive Fee corresponding to the Phase IB Facilities that may be due by your company. The income recorded by your company under this agreement during fiscal year 2012 amounts to million. Payments related to these amounts during fiscal year 2012 amount to million including taxes. b) Loan to EDLH On December 4, 1990, the Supervisory Board of Euro Disney S.C.A. authorised an agreement, modified by the Supervisory Board held on March 21, 1991 concerning the granting of a subordinated loan of a maximum of million to EDLH for a period of 20 years, as part of the financing of the Phase IB Facilities. The Supervisory Board of Euro Disney S.C.A., at its meeting of March 14, 1994, April 6, 1994 and May 4, 1994, authorised the amendment of the repayment schedule for the loan. The amended repayment schedule began on August 5, 1998 and will end on February 5, Interests, as amended, on August 10, 1994, shall be computed as follows: From August 20, 1992, the date of completion of the Phase IB Facilities, to the date of repayment, this loan shall bear interest at a rate of 6% per year, which progressively increases to a maximum of 16.5% per year, applicable as of February 6, 2011; Starting April 1, 1994 and until September 30, 2003 inclusive, the interest as described above was reduced. The following table summarises various other actions approved by the Supervisory Board of Euro Disney S.C.A. regarding this loan: Date of approval by the Supervisory Board of Euro Disney S.C.A. Action approved Principal Amount Interest Amount (million ) (million ) March 21, 1991 Original loan September 16, 1992 Forgiveness (9.9) - September 7, 1993 Forgiveness (55.4) (18) May 4, 1994 Forgiveness (52.8) - September 25, 2001 Forgiveness - (2) Cumulative repayments at September 30, 2012 (135.5) Loan balance outstanding 17.0 N/A The forgiveness of claims tied to a clause of return to better fortune expired on September 30, During fiscal year 2012, the reimbursement received by your company under the Contribution Agreement amounts to 15.8 million. The financial income recorded in respect of this loan during fiscal year 2012 amounts to 3.7 million. The interest received amounts to 4.1 million. c) Sub-license agreement On March 21, 1991, the Supervisory Board of Euro Disney S.C.A. authorised a sub-license agreement under which Euro Disney S.C.A. conceded to EDLH certain licensing rights free of charge, obtained from TWDC, and held by your own company. Under the Contribution Agreement, this contract was transferred to your company. At its meeting of November 4, 2009, your Supervisory Board authorised the signature of addendum n 1 to this agreement under the terms of which the application of the sub-licensing agreement was extended to allow EDLH to use more extensive intellectual copyright, within or in relation with certain installations operated. 18 Euro Disney S.C.A. - Annual General Meeting February 28, 2013

21 EURO DISNEY ASSOCIES S.C.A. STATUTORY AUDITORS SPECIAL REPORT ON RELATED-PARTY AGREEMENTS The agreement was signed on January 26, 2010 and became applicable retroactively from the effective date of the sub-licensing agreement within the limit of prescription. The income recorded by your company during fiscal year 2012 for royalties amounts to 1.2 million. Payments for fiscal year 2012 represent 1.4 million including taxes. III. AGREEMENTS BETWEEN YOUR COMPANY AND TWDC OR OTHER COMPANIES HELD BY TWDC 1. AGREEMENT BETWEEN YOUR COMPANY AND TWDC At its meeting of April 13, 2005, your Supervisory Board authorised an Agency agreement between your company and TWDC. Under the terms of this agreement your company could benefit from TWDC provided services related primarily to foreign currency and interest rate risk management covering recurrent risks linked to the fluctuations in exchange rates and interest rates as well as on the price of petrol and other raw materials. This agreement, for an indefinite period, foresees an annual remuneration of US $ 6,000 corresponding to an estimate of time to be spent by TWDC staff on these operations (this remuneration can be accordingly adjusted from time to time). Each risk management operation under this agreement should be made according to market conditions (particularly at market prices) and should follow prior approval by your company. This agreement was signed on December 14, 2005 for an indefinite period. No charge has been booked under this agreement during the fiscal year. 2. AGREEMENT BETWEEN YOUR COMPANY AND DIMG At its meeting on March 17, 2010, your Supervisory Board authorised the renewal of the Hosting & Relating Services Agreement with the DIMG, concerning internet hosting services for the websites of the Euro Disney Group. The agreement was signed on July 23, 2010 for a period of 42 months, effective from October 1, 2010, and renewable once for a period of 18 months. The expense recorded by your company under this contract is thousand for fiscal year The payments made amount to thousand including taxes. 3. AGREEMENT OF COMMERCIAL LEASE BETWEEN YOUR COMPANY AND THE WALT DISNEY COMPANY FRANCE S.A.S. On September 26, 2000, the Supervisory Board of Euro Disney S.C.A. authorised a commercial lease for a building located within the Walt Disney Studios Park. The Walt Disney Company France S.A.S. took over this lease from Disney Channel (France) S.A.S. Under the Contribution Agreement, income recorded by your company in respect of this contract amounts to 2.9 million for fiscal year 2012 and the payments received amount to 3.5 million including taxes. 4. AGREEMENTS BETWEEN YOUR COMPANY AND EURO DISNEY S.A.S., THE GERANT OF YOUR COMPANY a) Technical Services Agreement and Development Agreement On February 24, 1989, the Supervisory Board of Euro Disney S.C.A. authorised the signature of these contracts, under the terms of which Euro Disney S.A.S. provided Euro Disney S.C.A. with the know-how required to create the Disneyland Park and other facilities included in Phase IA and for additional development programs. Because of the Contribution Agreement charges recorded by your company for these contracts in this fiscal year 2012 amount to 68.3 million. The payments of fiscal year 2012 represent 78.1 million including taxes. Euro Disney S.C.A. - Annual General Meeting February 28,

22 EURO DISNEY ASSOCIES S.C.A. STATUTORY AUDITORS SPECIAL REPORT ON RELATED-PARTY AGREEMENTS b) Base Management Fee and Management Incentive Fee Because of the Contribution Agreement, at the joint general meeting of February 23, 2005 of your company, the by-laws of your company were modified in order to have stipulations identical to those previously included in the by-laws of Euro Disney S.C.A. Under the terms of the modified by-laws, the basic annual remuneration was established at 1% of the total net income, defined by contract, of your company and of its subsidiaries and will be progressively increased up to a maximum rate of 6%, applicable from October 1, For the fiscal year 2012, the rate is 1.5%. However, the right of the Gérant to receive the portion exceeding 1% is subject to the double condition your company realizes a positive consolidated result before tax after taking this remuneration into account and that your company has the possibility of distributing dividends to shareholders for the company s fiscal year. Within the framework of the refinancing operation, Euro Disney S.A.S. has accepted that its basic remuneration will not exceed 1% of the total net income for fiscal years 2013, 2014 and 2015, and that the portion of the basic remuneration exceeding 3% of the total net income is not paid until the date initially foreseen for the refund of the loan in the financing contracts, i.e. November 2, For the basic remuneration of management, the expense recorded by your company during fiscal year 2012 amounts to 13.2 million. No payment was made during fiscal year No expense has ever been recorded or paid relative to the modified Management Incentive Fee. 5. AGREEMENT WITH DEI Under the Contribution Agreement, your company pays royalties to DEI held by TWDC. DEI took over from The Walt Disney Company (Netherlands) B.V. from October 1, This agreement concerns all present and future intellectual and industrial copyright of TWDC likely to be incorporated in the attractions and installations conceived by TWDC and put at the disposition of your company. Furthermore, the licence contract allows the sale, on site, of goods incorporating or based upon the ownership rights belonging to or used by TWDC. The expense recorded by your company during fiscal year 2012 for royalties amounts to 63.4 million. The payments for the period represent 40.2 million. 6. AGREEMENT WITH EDLI Euro Disney S.C.A. has a contract with EDLI under the terms of which the latter acts as project manager and supervises, on behalf of Euro Disney S.C.A., the construction of various attractions that are foreseen in the business plan for the period from 2005 to Under the Contribution Agreement, this contract was transferred to your company. At its meeting of February 11, 2009, your Supervisory Board authorised the establishment of addendum n 3 to the contract between your company and EDLI, in order to foresee the possibility of entrusting them with the job of project manager and assistant project manager, under the same conditions as before, for the new attractions and similar developments over the next five years. The agreement was signed on February 13, 2009 and extended the duration of the contract until one year after the reception of the last attraction under this addendum. The addendum n 4 to the contract of the project manager and the assistant project manager was signed on June 15, This new agreement replaced addendum n Euro Disney S.C.A. - Annual General Meeting February 28, 2013

23 EURO DISNEY ASSOCIES S.C.A. STATUTORY AUDITORS SPECIAL REPORT ON RELATED-PARTY AGREEMENTS 7. AGREEMENTS BETWEEN YOUR COMPANY AND DD LLC a) Call centre services At its meeting of June 5, 2009, your Supervisory Board authorised the renewal of a contract between your company and DD LLC in view of the transfer and management of all calls destined for DLP from the UK to the present call centres of your company and DD LLC. This agreement was signed on August 5, 2009 for a period of three years beginning on October 1, The expense booked by your company for fiscal year 2012 for these services amounts to 1.5 million. The payments for fiscal year 2012 represent 1.5 million. b) Use of IT components Dynamic Distribution System (DDS R1) At its meeting of February 21, 2007, your Supervisory Board authorised a contract with DD LLC. Under this contract TWDC authorises your company to use IT components in view of optimising its IT solutions for purposes of sales and distribution activities. The agreement was signed on April 2, 2007 for a period of four years renewable twice for a period of two years each time. A charge of thousand was recorded for fiscal year The payments for the period represent thousand. c) Commercial assistance agreement At its meeting of September 15, 2010 your Supervisory Board authorised a further contract between your company and DD LLC in view of using and optimising the synergy of sales of the different destinations of the Walt Disney Parks & Resorts segment. Under this agreement, each party is responsible for promoting the products and services of the other party within its sales territories. To this effect, each party will have to determine the resources allocated to these services, identify potential clients and negotiate a commercial agreement with them, on behalf of the other party and according to the conditions fixed by the latter. If such negotiations have a favourable outcome, the party concerned will direct the client towards the other party who will be responsible for pursuing the contract and signature of the agreement thus obtained. This agreement was signed on September 27, 2010 and will be valid until September 30, For the fiscal year 2012, a charge of thousand was recorded of which thousand was settled during this period. In exchange an income of thousand was recorded for which no payment was received. d) DDS : Dynamic Distribution System (R2) At its meeting of October 20, 2008, your Supervisory Board authorised the establishment of a contract between your company and DD LLC, regarding the second phase of the IT project DDS. Under this agreement TWDC allows your company to use existing IT components as well as the DDS R1 bases in view of optimising its IT solutions for sales and distribution activities. The agreement was signed on November 17, 2008 for a period of four years and is renewable for a period of two years, followed by a possible renewal for one more year. The expense recorded by your company in fiscal year 2012 for these services amounts to thousand. The payments for the period represent thousand. Euro Disney S.C.A. - Annual General Meeting February 28,

24 EURO DISNEY ASSOCIES S.C.A. STATUTORY AUDITORS SPECIAL REPORT ON RELATED-PARTY AGREEMENTS e) Disney Revenue Optimization Hotels Revenue Management System At its meeting of February 11, 2009, your Supervisory Board authorised the establishment of a contract between your company and DD LLC. Under this agreement TWDC allows your company to use IT components of Walt Disney World in view of advancing its IT solutions for the forecast and optimisation of the rate of hotel occupation and the income generated by these hotels. The agreement was signed on April 3, 2009 for a period of five years renewable for a period of two years, followed by a possible renewal of an additional one year period. No charge has been booked under this agreement during fiscal year Neuilly-sur-Seine & Paris, December 14, 2012 The Statutory Auditors PRICEWATERHOUSECOOPERS AUDIT Eric Bulle CADERAS MARTIN Pierre-Olivier Cointe 22 Euro Disney S.C.A. - Annual General Meeting February 28, 2013

25 EURO DISNEY S.C.A. Société en commandite par actions with a share capital 38,976,490 Registered office : Immeubles Administratifs Route Nationale 34 Chessy (Seine et Marne) France Commercial and Companies Registry Meaux REQUEST FOR DOCUMENTS AND INFORMATION ANNUAL GENERAL MEETING OF FEBRUARY 28, 2013 In accordance with Paragraph 3, Article R of the French Commercial Code ( Code de commerce ), holders of registered shares may make one single request to the Company for documents and information mentioned in Articles R et R of the said Code, and in particular, the Gérant s report, the Supervisory Board s reports, the Statutory Auditors reports, the draft resolutions, and the annual and consolidated financial statements (most of these documents are included in the enclosed 2012 Reference Document and booklet entitled Annual General Meeting, February 28, 2013 ), for each of the coming general meetings. Form duly completed to be sent to: Société Générale Securities Services By mail: Société Générale Services Assemblées BP , rue du Champ de Tir NANTES CEDEX 03 FRANCE Or by fax: + 33 (0) Mr., Mrs or Miss... Address Owner of...share(s) of Euro Disney S.C.A. requests that the documents and information mentioned in Articles R and R of the French Commercial Code ( Code de commerce ) be sent to the above-mentioned address. At...,on... Signature:

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27 How to get to Disneyland Paris By Car Motorway A4 (autoroute de l Est) Exit 14 Marne-la-Vallée / Val d Europe Parcs Disney From Paris Take the peripherique (ring road). At Porte de Bercy take the A4 motorway direction Nancy / Metz. Exit 14 is approximately 32km / 20 miles. From Roissy-Charles de Gaulle International Airport Follows signs to Paris, then Marne-la-Vallée and turn onto the A104 motorway (la Francilienne). After around 27km / 16 miles, turn off the A104 onto the A4 motorway direction Metz-Nancy. Exit 14 is approximately 10km / 6 miles. From Orly International Airport Follow signs to Paris and then Créteil on the A86 motorway. After 11km / 7 miles turn onto the A4 direction Metz-Nancy. Exit 14 is 28km / 17.5 miles. Taxis The fare from the airports or from the center of Paris is approximately 80. Taxis may carry up to four passengers (on request to the driver). There is a supplementary charge for luggage. By train Station Marne-la-Vallée Chessy, at the entrance to the Parks, close to the hotels. TGV (high-speed train), or Eurostar Direct trains to the station Marne-la-Vallée Chessy from 30 major French and European cities: Lille-Europe (1h05), Lyon Part Dieu (1h50), Rennes (2h40), London (2h20), Bordeaux (3h40), Marseille (3h10), Strasbourg (2h30). RER (Regional Express Network) Take line A of the RER, direction Marne-la-Vallée Chessy (MLV Chessy). Trains leave every 20 minutes. The journey from Paris takes around 40 minutes. Free shuttle service between the station and five of our hotels: Disney s Hotel New York, Disney s Newport Bay Club, Disney s Sequoia Lodge, Disney s Hotel Cheyenne and Disney s Hotel Santa Fe. By plane Airport shuttle leaves every 45 minutes. Shuttles From Orly and Roissy Charles de Gaulle International airports, there is a regular direct shuttle service (VEA) to the Disneyland Paris hotels. The journey takes around 45 minutes and the single fare is 19 per adult. Tickets can be purchased from the driver on boarding the bus. Information available on or calling : +33 (0) This service is also available from the Paris Beauvais airport for 24 euros for a one way adult ticket. Parking Our shareholders benefit from a free access to the Disney Parks car parking lot on the day of the annual general meeting, upon presentation of an admission card or a certificate of ownership. Disney, Euro Disney S.C.A., société en commandite par actions, with a registered capital of 38,976,490 Euros R.C.S. MEAUX Immeubles Administratifs, RN 34, Chessy, France

28 February 28, 2013